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

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SAFE

(Simple Agreement for Future Equity)

DRAFT — September 5, 2023

Matter No.: 1008-00003 Drafted by: Omar Siddiqui / Christy Bauer

CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL

THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE, OR HYPOTHECATION OTHERWISE COMPLIES WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

SAFE (Simple Agreement for Future Equity)

This SAFE (this "SAFE") is entered into as of September 5, 2023 (the "Effective Date"), by and between:

Lumos Analytics Inc., a Delaware corporation (the "Company"), with its principal place of business 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 place of business located at 2900 Sand Hill Road, Suite 240, Menlo Park, California 94025.

RECITALS

WHEREAS, the Company desires to obtain funding to further its business operations, including the continued development and commercialization of its analytics platform and related technology;

WHEREAS, the Investor desires to provide funding to the Company in exchange for the right to certain shares of the Company's Capital Stock, subject to the terms and conditions set forth in this SAFE; and

WHEREAS, this instrument is intended to be a "post-money" SAFE, based on the form published by Calderon Partners LLC, with certain modifications as agreed to by the parties hereto.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Company and the Investor agree as follows:

Section 1: Events

Section 1(a): Equity Financing.

If there is an Equity Financing before the termination of this SAFE, on the initial closing of such Equity Financing, this SAFE will automatically convert into the number of shares of SAFE Preferred Stock equal to the Purchase Amount divided by the Conversion Price.

For purposes of this Section 1(a), "Equity Financing" means a bona fide transaction or series of related transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells shares of Preferred Stock at a fixed pre-money valuation, resulting in aggregate gross proceeds to the Company of not less than (excluding the conversion of SAFEs, convertible promissory notes, or other convertible instruments issued by the Company). For the avoidance of doubt, the issuance of convertible securities or SAFEs shall not, in and of itself, constitute an Equity Financing.

In connection with the automatic conversion of this SAFE upon an Equity Financing, the Company shall issue to the Investor a number of shares of the series of Preferred Stock sold in such Equity Financing (the "SAFE Preferred Stock") determined by dividing the Purchase Amount by the Conversion Price. The "Conversion Price" shall be the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization, each as defined in Section 2 below. No discount rate shall apply to the determination of the Conversion Price under this SAFE.

The SAFE Preferred Stock issued upon conversion of this SAFE shall have rights, privileges, preferences, and restrictions identical to those of the shares of Preferred Stock issued and sold in the Equity Financing, except that:

(i) the liquidation preference per share of SAFE Preferred Stock shall equal the Conversion Price (rather than the price per share paid by the investors in the Equity Financing); and

(ii) the conversion price for purposes of price-based anti-dilution protection applicable to the SAFE Preferred Stock shall be the Conversion Price (rather than the price per share paid by the investors in the Equity Financing).

To the extent any terms of the SAFE Preferred Stock are not identical to the terms of the Preferred Stock issued in the Equity Financing (as modified by clauses (i) and (ii) above), such terms shall be set forth in the Company's amended and restated certificate of incorporation or equivalent organizational document, and the Company shall use commercially reasonable efforts to cause such document to provide for a separate series of Preferred Stock to be designated as the SAFE Preferred Stock, if necessary to reflect the foregoing distinctions.

Section 1(b): Liquidity Event.

If there is a Liquidity Event before the termination of this SAFE, and before an Equity Financing has occurred, the Investor shall, at the Investor's option, either:

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

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

For purposes of this Section 1(b), the "Liquidity Price" shall be the price per share equal to the Post-Money Valuation Cap divided by the Liquidity Capitalization, each as defined in Section 2 below.

If the Investor elects to receive the Cash-Out Amount pursuant to clause (i) above, such payment shall be made to the Investor at the closing of the Liquidity Event or, in the case of a Direct Listing, promptly following the date of listing. Payment of the Cash-Out Amount shall be made out of the consideration payable to the stockholders of the Company or, in the case of a Direct Listing, out of the Company's available funds, with the same priority as payments made to holders of the Company's Preferred Stock (if any) . If, despite the Company's commercially reasonable efforts, the Cash-Out Amount is not paid in full at the closing of the Liquidity Event, any unpaid portion shall accrue interest at a rate of eight percent (8%) per annum (compounded annually) until paid in full.

If the Investor elects to receive shares of Common Stock pursuant to clause (ii) above, the Company shall issue such shares to the Investor immediately prior to the consummation of the Liquidity Event. The Investor shall be deemed to have elected clause (ii) unless the Investor has provided the Company with written notice of an election under clause (i) at least five (5) business days prior to the anticipated closing date of the Liquidity Event (or, if later, within five (5) business days following the Investor's receipt of written notice from the Company of the Liquidity Event).

The Company shall notify the Investor in writing of any anticipated Liquidity Event no later than ten (10) business days prior to the anticipated closing date thereof, setting forth the material terms of such Liquidity Event in reasonable detail.

Section 1(c): Dissolution Event.

If there is a Dissolution Event before the termination of this SAFE, and before an Equity Financing or Liquidity Event has occurred, the Investor shall receive a cash payment equal to the Purchase Amount from the Company. A "Dissolution Event" means (i) a voluntary termination of operations of the Company, (ii) a general assignment for the benefit of the Company's creditors, any other liquidation, dissolution, or winding up of the Company (excluding a Liquidity Event), whether voluntary or

Payment of the Purchase Amount upon a Dissolution Event shall be made out of the assets of the Company legally available for distribution, with the same priority as payments made to holders of the Company's Preferred Stock (if any), but in all events senior to payments to holders of the Company's Common Stock. If the Company does not have sufficient assets to pay the Purchase Amount in full, together with all other amounts owed to holders of other outstanding SAFEs and holders of Preferred Stock (if any) with respect to their respective liquidation preferences, then all of the Company's assets legally available for distribution shall be distributed pro rata among (A) the Investor, (B) all other holders of outstanding SAFEs (to the extent of their respective SAFE purchase amounts), and (C) holders of Preferred Stock (if any) (to the extent of their respective liquidation preferences), in proportion to the full amounts to which each such holder would otherwise be entitled. For the avoidance of doubt, in no event shall holders of Common Stock receive any distribution from the Company upon a Dissolution Event until the Investor and all other SAFE holders and Preferred Stock holders have been paid in full.

Section 2: Definitions

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

Section 2(a): "Capital Stock" means all shares of the Company's capital stock, including all shares of Common Stock and all shares of Preferred Stock, and any other class or series of capital stock that may be authorized and issued by the Company from time to time.

Section 2(b): "Change of Control" means:

(i) a transaction or series of related transactions in which any "person" or "group" (within the meaning of Section 13(d) and Section 14(d)(2) of the Securities Exchange Act of 1934, as amended) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than fifty percent (50%) of the outstanding voting securities of the Company having the right to vote for the election of members of the Company's Board of Directors;

(ii) any reorganization, merger, consolidation, or similar transaction or series of related transactions in which the Company is a constituent party (or a subsidiary of the Company is a constituent party and the Company issues shares of its Capital Stock pursuant thereto), unless the shares of Capital Stock of the Company outstanding immediately prior to such transaction continue to represent, or are converted into or exchanged for equity securities that represent, immediately following such transaction, more than fifty percent (50%), by voting power, of the equity securities of (A) the surviving or resulting entity, or (B) if the surviving or resulting entity is a wholly owned subsidiary of another entity immediately following such transaction, the parent entity of such surviving or resulting entity; or

(iii) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to any person or entity that is not a wholly owned subsidiary of the Company.

Section 2(c): "Company Capitalization" means the sum, as of immediately prior to the Equity Financing, of:

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

(ii) all shares of Capital Stock reserved and available for future issuance under any equity incentive or similar plan of the Company, which as of the date hereof consists of 1,200,000 shares of Common Stock reserved under the Company's 2022 Equity Incentive Plan, of which 480,000 shares are subject to outstanding option grants and 720,000 shares remain available for future

(iii) all shares of Capital Stock issuable upon the conversion of all outstanding SAFEs (including this SAFE) and other convertible securities of the Company (including convertible promissory and

(iv) any increase in the number of shares of Capital Stock reserved and available for future issuance under any equity incentive or similar plan of the Company adopted or amended after the date hereof and prior to the Equity Financing, to the extent that such increase is reflected in the Company's fully diluted capitalization as determined in connection with the Equity Financing.

Notwithstanding the foregoing, the Company Capitalization shall exclude any shares of Capital Stock issuable upon the exercise of options or warrants that are unissued but authorized under any equity incentive plan adopted after the date hereof and prior to the Equity Financing, unless the inclusion of such shares is agreed to by the Company and the Investor in writing.

Section 2(d): "Conversion Price" means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization.

Section 2(e): "Direct Listing" means the Company's initial listing of its Common Stock (or equivalent equity securities) on a national securities exchange, such as the New York Stock Exchange or the Nasdaq Stock Market, by means of an effective registration statement filed by the Company under the Securities Act of 1933, as amended, other than a registration statement filed on Form S-4, Form S-8, or any successor forms thereto, that does not involve a firm commitment underwritten public offering. For the avoidance of doubt, a Direct Listing shall not include any listing on an over-the-counter market or bulletin board.

Section 2(f): "Equity Financing" has the meaning set forth in Section 1(a) above. For the avoidance of doubt, an Equity Financing requires aggregate gross proceeds to the Company (excluding conversion of SAFEs or other convertible instruments) of not less than

Section 2(g): "Investor" means Vantage Peak Ventures Fund II, L.P., a Delaware limited partnership, and any successor or permitted assign of such entity in accordance with the provisions of Section 7(a) of this SAFE.

Section 2(h): "Liquidity Capitalization" means the Company Capitalization as otherwise calculated pursuant to Section 2(c) above, except that:

(i) it shall be calculated as of immediately prior to the Liquidity Event (rather than immediately prior to an Equity Financing);

(ii) it shall include all shares of Capital Stock issued and outstanding as of immediately prior to the Liquidity Event;

(iii) it shall include all shares of Capital Stock reserved under any equity incentive or similar plan of the Company, whether such shares are subject to outstanding grants or remain available for future issuance;

(iv) it shall include all shares of Capital Stock issuable upon the conversion of all outstanding SAFEs (including this SAFE) and other convertible securities of the Company; and

(v) it shall include all shares of Capital Stock issuable upon the exercise or conversion of all outstanding options and warrants of the Company, whether vested or unvested, exercisable or not yet

Section 2(i): "Liquidity Event" has the meaning set forth in Section 1(b) above. A Liquidity Event means a Change of Control or a Direct Listing.

Section 2(j): "Liquidity Price" means the price per share equal to the Post-Money Valuation Cap divided by the Liquidity Capitalization.

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

Section 2(l): "Purchase Amount" means Three Million Five Hundred Thousand Dollars ($3,500,000), payable by the Investor to the Company at the closing of this SAFE by wire transfer of immediately available funds to an account designated in writing by the Company.

Section 2(m): "SAFE" means this instrument, as it may be amended from time to time in accordance with the provisions of Section 7(b) hereof.

Section 2(n): "SAFE Preferred Stock" means the shares of Preferred Stock issued to the Investor upon conversion of this SAFE in connection with an Equity Financing, as described in Section 1(a) above.

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 all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as currently conducted. The Company is duly qualified to transact business and is in good standing in the State of California, and in each other jurisdiction in which the nature of the business conducted or the character or location of the properties owned, leased, or operated by it requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company's business, operations, properties, financial condition, or prospects.

Section 3(b): Authorization. The execution, delivery, and performance of this SAFE by the Company, and the issuance of shares of Capital Stock upon the conversion of this SAFE, have been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, approval by the Company's Board of The Board of Directors of the Company adopted a written consent dated August 30, 2023 (the "Board Consent"), authorizing the issuance by the Company of SAFEs in an aggregate principal amount of up to Six Million Eight Hundred Thousand Dollars ($6,800,000), upon terms and conditions substantially consistent with those set forth herein. No further approval or authorization by the Company, its Board of Directors, or its stockholders is required in connection with the execution, delivery, and performance of this SAFE or the issuance of shares of Capital Stock upon conversion hereof (other than such approvals as may be required in connection with an Equity Financing, Liquidity Event, or Dissolution Event, as applicable).

Section 3(c): Compliance with Other Instruments. The execution, delivery, and performance of this SAFE by the Company, and the consummation of the transactions contemplated hereby (including, without limitation, the issuance of shares of Capital Stock upon conversion of this SAFE), will not (i) result in any violation of, or conflict with, or constitute a default under, the Company's Certificate of Incorporation (as may be amended and/or restated from time to time) or Bylaws (as may be amended and/or restated from time to time), (ii) result in any violation of, or conflict with, or constitute a default or breach under, any material agreement, contract, instrument, mortgage, indenture, lease, license, or other obligation to which the Company is a party or by which the Company or any of its assets is bound, (iii) result in any violation of any judgment, order, writ, decree, statute, rule, or regulation applicable to the Company, or (iv) result in the creation or imposition of any lien, charge, security interest, or encumbrance upon any of the Company's assets. No consent, approval, authorization, order, filing, or registration with any court, governmental authority, or third party is required in connection with the execution, delivery, and performance of this SAFE by the Company, except for any filings required under applicable federal or state securities laws, which the Company shall make in a timely manner.

Section 3(d): Valid Issuance of Stock. The shares of Capital Stock issuable upon conversion of this SAFE, when issued in compliance with the provisions of this SAFE, will be validly issued, fully paid, and nonassessable, and will be free and clear of all liens, claims, encumbrances, and restrictions on transfer, other than (i) restrictions on transfer under this SAFE, (ii) restrictions on transfer under applicable federal and state securities laws, and (iii) restrictions on transfer under the Company's Certificate of Incorporation, Bylaws, or any stockholders' agreement, voting agreement, or right of first refusal and co-sale agreement to which the Company is a party.

Section 3(e): Capitalization. As of the date hereof, the Company's authorized capital stock consists of ten million (10,000,000) shares of Common Stock, par value $0.0001 per share, of which eight million six hundred thousand (8,600,000) shares are issued and outstanding. The Company has not authorized any shares of Preferred Stock as of the date hereof. The Company has reserved one million two hundred thousand (1,200,000) shares of Common Stock for issuance under its 2022 Equity Incentive Plan (the "Plan"), of which four hundred eighty thousand (480,000) shares are subject to outstanding option grants and seven hundred twenty thousand (720,000) shares remain available for future issuance under the Plan. As of the date hereof, the Company has outstanding pre-seed SAFEs in the aggregate purchase amount of One Million Two Hundred Thousand Dollars ($1,200,000), each with a post-money valuation cap of Eight Million Dollars ($8,000,000), issued to the following investors:

Except as set forth in this Section 3(e) and as contemplated by the Board Consent, there are no outstanding options, warrants, rights (including conversion or preemptive rights), or agreements for the purchase or acquisition from the Company of any shares of its Capital Stock or any securities convertible into or exchangeable for shares of the Company's Capital Stock. All outstanding shares of the Company's Capital Stock have been duly authorized, validly issued, fully paid, and are nonassessable.

Section 3(f): Intellectual Property. The Company owns or has the right to use all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, copyrights, licenses, domain names, and other intellectual property rights (collectively, "intellectual Property") necessary for the conduct of its business as currently conducted, without any conflict with, or infringement of, the rights of any third party. Without limiting the foregoing, the Company has filed U.S. Provisional Patent Application No. 63/987,214, filed with the United States Patent and Trademark Office on June 15, 2023 (the "Provisional Patent Application"), relating to certain proprietary technology used in the Company's analytics platform. To the Company's knowledge, no third party is infringing or misappropriating any of the Company's intellectual Property.

Section 3(g): Litigation. There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the Company's knowledge, currently threatened against the Company, its officers, directors, or employees (in their capacities as such), or any of the Company's properties or assets, that (i) individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Company's business, operations, properties, financial condition, or prospects, or (ii) challenges or seeks to prevent, enjoin, alter, or materially delay the transactions contemplated by this SAFE. The Company is not a party to or subject to the provisions of any order, writ, injunction, judgment, or decree of any court or governmental authority that could reasonably be expected to have a material adverse effect on the Company's business, operations, properties, financial condition, or prospects.

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 and warrants that it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Investor has reviewed the definition of "accredited investor" and has determined, based on a reasonable assessment of its own circumstances, that it qualifies as an accredited investor under one or more of the categories set forth in Rule 501(a).

Section 4(b): Investment Intent. The Investor is acquiring this SAFE (and any securities issuable upon conversion hereof) for investment for its own account, not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. The Investor understands that neither this SAFE nor the securities issuable upon conversion hereof have been registered under the Securities Act, by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The Investor understands that the exemption from registration afforded by Rule 144 promulgated under the Securities Act (the provisions of which are known to the Investor) depends on the satisfaction of various conditions and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.

Section 4(c): Investment Experience. The Investor has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the investment represented by the acquisition of this SAFE and the securities issuable upon conversion hereof. The Investor is capable of bearing the economic risk of such investment, including a complete loss of the Purchase Amount. The Investor has had an opportunity to ask questions of, and receive answers from, the Company's officers and directors concerning the Company's business, operations, financial condition, and prospects, and has received all information that it has requested and that it considers necessary or appropriate for the purpose of evaluating the investment represented by this SAFE.

Section 4(d): No General Solicitation. The Investor is not purchasing this SAFE as a result of any advertisement, article, notice, or other communication regarding this SAFE published in any newspaper, magazine, or similar media, or broadcast over television, radio, or the internet, or presented at any seminar, meeting, or other general solicitation or general advertising (each as defined in Rule 502(c) of Regulation D under the Securities Act).

Section 4(e): Authorization. The Investor has full power and authority to execute, deliver, and perform this SAFE and to consummate the transactions contemplated hereby. This SAFE has been duly authorized by all necessary action on the part of the Investor, including all necessary action on the part of Vantage Peak Capital Management LLC, the general partner of the Investor, and constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, 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 5: Most Favored Nation (MFN) Provision

If the Company issues any subsequent SAFE or similar convertible instrument (each, a "Subsequent SAFE") after the Effective Date and prior to the conversion or termination of this SAFE, and such Subsequent SAFE contains terms that are, taken individually or in the aggregate, more favorable to the holder thereof than the terms of this SAFE (including, without limitation, a lower post-money valuation cap, the inclusion of a discount rate, more favorable conversion mechanics, then the Company shall promptly, and in any event within business days of the execution of such Subsequent SAFE, provide written notice to the Investor setting forth in reasonable detail:

(a) the identity of the holder of the Subsequent SAFE;

(b) the purchase amount of the Subsequent SAFE;

(d) a summary of all material terms of the Subsequent SAFE that differ from the terms of this SAFE, together with a copy of the Subsequent SAFE (with the purchase amount and identity of the holder redacted, if requested by such holder, provided that the Company shall disclose the purchase amount range and all substantive terms).

Upon receipt of such notice, the Investor shall have the right, exercisable at the Investor's sole election and by written notice to the Company delivered within fifteen (15) business days following the Investor's receipt of the Company's notice, to amend this SAFE to incorporate any or all of the more favorable terms of such Subsequent SAFE. Any such amendment shall be effective as of the date of the Investor's election and shall apply retroactively to the extent applicable. The Company shall execute and deliver such amendment promptly upon the Investor's election.

The MFN right set forth in this Section 5 shall apply to (i) all SAFEs issued by the Company in connection with the current financing round (aggregate target of Six Million Eight Hundred Thousand Dollars ($6,800,000) as authorized by the Board Consent), and (ii) all SAFEs or similar convertible instruments issued by the Company thereafter prior to the next Equity Financing. For the avoidance of doubt, the MFN right shall not apply to convertible promissory notes or other forms of indebtedness unless such instruments are substantially similar in structure and purpose to a SAFE.

Section 6: Information Rights

So long as this SAFE remains outstanding and has not been converted or terminated in accordance with the terms hereof, the Company shall provide the Investor with the following information:

(a) Quarterly Financial Statements. Unaudited quarterly financial statements, consisting of a balance sheet, income statement (or statement of operations), and statement of cash flows for each fiscal quarter, prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis, subject to year-end audit adjustments and the absence of footnotes. Such quarterly financial statements shall be delivered to the Investor within days after the end of each fiscal quarter of the Company.

(b) Annual Financial Statements. Unaudited annual financial statements, consisting of a balance sheet, income statement (or statement of operations), and statement of cash flows for each fiscal year, prepared in accordance with GAAP applied on a consistent basis. Such annual financial statements shall be delivered to the Investor within days after the end of each fiscal year of the Company. If the Company causes its annual financial statements to be audited by an independent certified public accounting firm, the Company shall deliver audited annual financial statements in lieu of unaudited statements.

(c) Capitalization Table. An updated capitalization table of the Company, in reasonable detail, promptly (and in any event within ten (10) business days) following any material change in the Company's capitalization, including, without limitation, any issuance of Capital Stock, options, warrants, SAFEs, convertible notes, or other securities.

(d) Material Adverse Events. Prompt written notice of any material adverse event affecting the Company, including, without limitation, any material litigation, regulatory action, government investigation, or other proceeding commenced against the Company or any of its officers or directors; any material breach or default under any material agreement to which the Company is a party; any material loss of intellectual property or key personnel; or any other event or circumstance that could reasonably be expected to have a material adverse effect on the Company's business, operations, properties, financial condition, or prospects.

The information rights set forth in this Section 6 shall terminate upon the earliest to occur of: (i) the conversion of this SAFE into shares of Capital Stock pursuant to Section 1(a), at which time the Investor's information rights (if any) shall be governed by the terms of the definitive agreements entered into in connection with the Equity Financing; (ii) the termination of this SAFE in accordance with Section 7(m); or (iii) the payment in full of the Cash-Out Amount pursuant to Section 1(b) or the payment of dissolution proceeds to the Investor pursuant to Section 1(c). The Investor agrees to hold in confidence all non-public information received from the Company pursuant to this Section 6 and to use such information solely for the purpose of monitoring its investment in the Company. Notwithstanding the foregoing, the Investor may disclose such information to its general partner, its limited partners, its legal counsel and other professional advisors, and to any other person to whom disclosure is required by applicable law or regulation.

Section 7: Miscellaneous

Section 7(a): Transferability. This SAFE and the rights and obligations hereunder may not be transferred or assigned by the Investor without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that the Investor may, without the Company's consent, transfer or assign this SAFE (i) to any affiliate of the Investor (including, without limitation, any entity that controls, is controlled by, or is under common control with the Investor), to the Investor's limited partners or members in connection with a distribution of assets by the in each case so long as such transferee agrees in writing to be bound by the terms and conditions of this SAFE. Any purported transfer or assignment in violation of this Section 7(a) shall be null and void and of no force or effect. The Company may not assign this SAFE or any of its rights or obligations hereunder without the prior written consent of the Investor, except that the Company may assign this SAFE in connection with a Change of Control, provided that the acquiring or surviving entity assumes all of the Company's obligations under this SAFE.

Section 7(b): Amendment and Waiver. Any provision of this SAFE may be amended, waived, or modified only upon the written consent of the Company and the Investor. No waiver of any provision of this SAFE shall constitute a waiver of any other provision hereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. No course of dealing between the parties shall be deemed to modify, amend, or discharge any provision or term of this SAFE.

Section 7(c): No Stockholder Rights. The Investor, solely by virtue of holding this SAFE, shall not be entitled to any rights of a stockholder of the Company, including, without limitation, the right to vote, to receive dividends or other distributions, to exercise any preemptive right, or to receive notice of, or attend, any meeting of the stockholders of the Company, unless and until shares of Capital Stock are issued to the Investor upon conversion of this SAFE in accordance with the terms hereof. Nothing contained in this SAFE shall be construed as conferring upon the Investor the right to participate in the management of the Company or to direct the operations, policies, or affairs of the Company.

Section 7(d): Tax Treatment. For U.S. federal and applicable state and local income tax purposes, this SAFE is intended to be treated as a non-compensatory forward contract for the purchase of stock, which is not a debt instrument, and which does not give rise to any interest deductions for the Company. The parties hereto agree to file all tax returns and take all tax reporting positions in a manner consistent with the foregoing characterization, and neither party shall take any position inconsistent with such treatment on any tax return or in any tax proceeding, unless otherwise required by a final determination within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended, or by applicable law.

Section 7(e): Securities Law Compliance. This SAFE and the shares of Capital Stock issuable upon conversion hereof have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction, and may not be offered, sold, assigned, pledged, or otherwise transferred except pursuant to an effective registration statement under the Securities Act and applicable state securities laws or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Company shall be under no obligation to register this SAFE or any securities issuable upon conversion hereof under the Securities Act or any state securities laws.

Section 7(f): Governing Law. This SAFE shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard 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 7(g): Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this SAFE, or the breach, termination, or validity thereof, shall be resolved by final and binding arbitration in San Francisco, California, in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (the "JAMS Rules") then in effect, before a single arbitrator selected in accordance with the JAMS Rules. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, specific performance of any obligation created under this SAFE, the issuance of an injunction, or the imposition of sanctions for abuse or frustration of the arbitration process. The decision of the arbitrator shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek provisional or injunctive relief from a court of competent jurisdiction prior to or during the pendency of any arbitration proceeding to the extent necessary to protect such party's rights under this SAFE.

Section 7(h): Notices. All notices, requests, demands, consents, and other communications required or permitted under this SAFE shall be in writing and shall be deemed to have been duly given (i) when delivered by hand, (ii) one (1) business day after being sent by nationally recognized overnight courier (with confirmation of delivery), three (3) business days after being sent by certified mail, return receipt requested, postage in each case addressed as follows:

If to the Company:

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

Attn: Priya Narasimhan, Chief Executive Officer

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

Attn: 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

Attn: Samantha Reyes

Email: sreyes@vantagepeak.com

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

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

Attn: Jonathan Whitfield

Email: jwhitfield@whitfieldharte.com

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

Section 7(i): Entire Agreement. This SAFE, together with any side letters executed concurrently herewith (including, without limitation, any pro rata rights side constitutes the entire agreement between the Company and the Investor with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and agreements (whether written or oral) with respect thereto. There are no representations, warranties, covenants, or agreements between the parties with respect to the subject matter hereof other than those expressly set forth or referred to in this SAFE.

Section 7(j): Severability. If any provision of this SAFE is held by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this SAFE, and this SAFE shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The parties shall endeavor in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the extent possible, achieves the same economic, business, and other purposes as the invalid, illegal, or unenforceable provision.

Section 7(k): Counterparts. This SAFE may be executed in any number of 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 SAFE by electronic transmission (including, without limitation, by means of PDF, Brightwater Software, or other electronic signature platform) shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original signed copy of this SAFE. Electronic or PDF signatures shall be deemed original signatures for all purposes under this SAFE and under applicable law.

Section 7(l): Successors and Assigns. Subject to the restrictions on transfer and assignment set forth in Section 7(a) hereof, this SAFE shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

Section 7(m): Termination. This SAFE will automatically terminate (without relieving the Company or the Investor of any obligations arising from a breach of this SAFE prior to such termination) upon the earliest to occur of:

(i) the issuance of shares of Capital Stock to the Investor upon the conversion of this SAFE in connection with an Equity Financing pursuant to Section 1(a);

(ii) the payment in full of all amounts due to the Investor upon a Liquidity Event pursuant to Section 1(b) or upon a Dissolution Event pursuant to Section 1(c); or

(iii) the mutual written agreement of the Company and the Investor to terminate this

For the avoidance of doubt, the representations, warranties, and covenants contained in Sections 3 and 4 of this SAFE, and the provisions of this Section 7 (to the extent applicable), shall survive the termination of this SAFE.

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

SIGNATURE PAGE TO SAFE (Simple Agreement for Future Equity)

IN WITNESS WHEREOF, the undersigned have caused this SAFE to be duly executed and delivered as of the date first written above.

COMPANY:

LUMOS ANALYTICS INC.

By: ________

Name: Priya Narasimhan

Title: Co-Founder, Chief Executive Officer & President

Date: ________

INVESTOR:

VANTAGE PEAK VENTURES FUND II, L.P.

By: Vantage Peak Capital Management LLC, its General Partner

By: ________

Name: Samantha Reyes

Title: Principal

Date: ________

SCHEDULE A

SUMMARY OF KEY TERMS

The following summary is provided for convenience only and is qualified in its entirety by reference to the full terms and conditions of the SAFE to which this Schedule A is attached. In the event of any conflict between this summary and the terms of the SAFE, the terms of the SAFE shall control.

End of Schedule A

555 California Street, 30th Floor San Francisco, California 94104

Matter No. 1008-00003

Investor	Purchase Amount
Ridgeline Angel Fund, L.P.	$500,000
Angela Forsythe	$300,000
Dr. Naveen Iyer	$250,000
Sylvia Montero	$150,000
Term	Detail
Company	Lumos Analytics Inc., a Delaware corporation
Investor	Vantage Peak Ventures Fund II, L.P., a Delaware limited partnership
Purchase Amount	$3,500,000
Post-Money Valuation Cap	$28,000,000
Discount Rate	None
Most Favored Nation (MFN)	Yes — Investor may elect to incorporate more favorable terms of any Subsequent SAFE
Pro Rata Rights	Pursuant to separate side letter to be executed concurrently herewith
Information Rights	Yes — Unaudited quarterly financial statements (within days of quarter-end); unaudited annual financial statements (within days of fiscal year-end); updated capitalization table upon material changes; prompt notice of material adverse events
Equity Financing Threshold	in aggregate gross proceeds (excluding conversion of SAFEs and convertible instruments)
Governing Law	State of Delaware
Dispute Resolution	Binding arbitration in San Francisco, California (JAMS Rules)
Effective Date	September 5, 2023

SAFE
(Simple Agreement for Future Equity)
DRAFT — September 5, 2023
Matter No.: 1008-00003   Drafted by: Omar Siddiqui / Christy Bauer  
CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED, PLEDGED, OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH OFFER, SALE, TRANSFER, PLEDGE, OR HYPOTHECATION OTHERWISE COMPLIES WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
SAFE (Simple Agreement for Future Equity)
This SAFE (this "SAFE") is entered into as of September 5, 2023 (the "Effective Date"), by and between:
Lumos Analytics Inc., a Delaware corporation (the "Company"), with its principal place of business 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 place of business located at 2900 Sand Hill Road, Suite 240, Menlo Park, California 94025.
RECITALS
WHEREAS, the Company desires to obtain funding to further its business operations, including the continued development and commercialization of its analytics platform and related technology;
WHEREAS, the Investor desires to provide funding to the Company in exchange for the right to certain shares of the Company's Capital Stock, subject to the terms and conditions set forth in this SAFE; and
WHEREAS, this instrument is intended to be a "post-money" SAFE, based on the form published by Calderon Partners LLC, with certain modifications as agreed to by the parties hereto.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Company and the Investor agree as follows:
Section 1: Events
Section 1(a): Equity Financing.
If there is an Equity Financing before the termination of this SAFE, on the initial closing of such Equity Financing, this SAFE will automatically convert into the number of shares of SAFE Preferred Stock equal to the Purchase Amount divided by the Conversion Price.
For purposes of this Section 1(a), "Equity Financing" means a bona fide transaction or series of related transactions with the principal purpose of raising capital, pursuant to which the Company issues and sells shares of Preferred Stock at a fixed pre-money valuation, resulting in aggregate gross proceeds to the Company of not less than   (excluding the conversion of SAFEs, convertible promissory notes, or other convertible instruments issued by the Company). For the avoidance of doubt, the issuance of convertible securities or SAFEs shall not, in and of itself, constitute an Equity Financing.
In connection with the automatic conversion of this SAFE upon an Equity Financing, the Company shall issue to the Investor a number of shares of the series of Preferred Stock sold in such Equity Financing (the "SAFE Preferred Stock") determined by dividing the Purchase Amount by the Conversion Price. The "Conversion Price" shall be the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization, each as defined in Section 2 below. No discount rate shall apply to the determination of the Conversion Price under this SAFE.
The SAFE Preferred Stock issued upon conversion of this SAFE shall have rights, privileges, preferences, and restrictions identical to those of the shares of Preferred Stock issued and sold in the Equity Financing,  except that:
(i) the liquidation preference per share of SAFE Preferred Stock shall equal the Conversion Price (rather than the price per share paid by the investors in the Equity Financing); and
(ii) the conversion price for purposes of price-based anti-dilution protection applicable to the SAFE Preferred Stock shall be the Conversion Price (rather than the price per share paid by the investors in the Equity Financing).
To the extent any terms of the SAFE Preferred Stock are not identical to the terms of the Preferred Stock issued in the Equity Financing (as modified by clauses (i) and (ii) above), such terms shall be set forth in the Company's amended and restated certificate of incorporation or equivalent organizational document, and the Company shall use commercially reasonable efforts to cause such document to provide for a separate series of Preferred Stock to be designated as the SAFE Preferred Stock, if necessary to reflect the foregoing distinctions.
Section 1(b): Liquidity Event.
If there is a Liquidity Event before the termination of this SAFE, and before an Equity Financing has occurred, the Investor shall, at the Investor's option, either:
(i) receive from the Company a cash payment equal to the Purchase Amount (the "Cash-Out Amount"); or
(ii) automatically receive from the Company a number of shares of the Company's Common Stock equal to the Purchase Amount divided by the Liquidity Price.
For purposes of this Section 1(b), the "Liquidity Price" shall be the price per share equal to the Post-Money Valuation Cap divided by the Liquidity Capitalization, each as defined in Section 2 below.
If the Investor elects to receive the Cash-Out Amount pursuant to clause (i) above, such payment shall be made to the Investor at the closing of the Liquidity Event or, in the case of a Direct Listing, promptly following the date of listing. Payment of the Cash-Out Amount shall be made out of the consideration payable to the stockholders of the Company or, in the case of a Direct Listing, out of the Company's available funds, with the same priority as payments made to holders of the Company's  Preferred Stock (if any) . If, despite the Company's commercially reasonable efforts, the Cash-Out Amount is not paid in full at the closing of the Liquidity Event, any unpaid portion shall accrue interest at a rate of eight percent (8%) per annum (compounded annually) until paid in full.
If the Investor elects to receive shares of Common Stock pursuant to clause (ii) above, the Company shall issue such shares to the Investor immediately prior to the consummation of the Liquidity Event.  The Investor shall be deemed to have elected clause (ii) unless the Investor has provided the Company with written notice of an election under clause (i) at least five (5) business days prior to the anticipated closing date of the Liquidity Event (or, if later, within five (5) business days following the Investor's receipt of written notice from the Company of the Liquidity Event).
The Company shall notify the Investor in writing of any anticipated Liquidity Event no later than ten (10) business days prior to the anticipated closing date thereof, setting forth the material terms of such Liquidity Event in reasonable detail.
Section 1(c): Dissolution Event.
If there is a Dissolution Event before the termination of this SAFE, and before an Equity Financing or Liquidity Event has occurred, the Investor shall receive a cash payment equal to the Purchase Amount from the Company. A "Dissolution Event" means (i) a voluntary termination of operations of the Company, (ii) a general assignment for the benefit of the Company's creditors,   any other liquidation, dissolution, or winding up of the Company (excluding a Liquidity Event), whether voluntary or  
Payment of the Purchase Amount upon a Dissolution Event shall be made out of the assets of the Company legally available for distribution, with the same priority as payments made to holders of the Company's Preferred Stock (if any), but in all events senior to payments to holders of the Company's Common Stock. If the Company does not have sufficient assets to pay the Purchase Amount in full, together with all other amounts owed to holders of other outstanding SAFEs and holders of Preferred Stock (if any) with respect to their respective liquidation preferences, then all of the Company's assets legally available for distribution shall be distributed pro rata among (A) the Investor, (B) all other holders of outstanding SAFEs (to the extent of their respective SAFE purchase amounts), and (C) holders of Preferred Stock (if any) (to the extent of their respective liquidation preferences), in proportion to the full amounts to which each such holder would otherwise be entitled. For the avoidance of doubt, in no event shall holders of Common Stock receive any distribution from the Company upon a Dissolution Event until the Investor and all other SAFE holders and Preferred Stock holders have been paid in full.
Section 2: Definitions
As used in this SAFE, the following terms shall have the meanings set forth below:
Section 2(a): "Capital Stock" means all shares of the Company's capital stock, including all shares of Common Stock and all shares of Preferred Stock, and any other class or series of capital stock that may be authorized and issued by the Company from time to time.
Section 2(b): "Change of Control" means:
(i) a transaction or series of related transactions in which any "person" or "group" (within the meaning of Section 13(d) and Section 14(d)(2) of the Securities Exchange Act of 1934, as amended) becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than fifty percent (50%) of the outstanding voting securities of the Company having the right to vote for the election of members of the Company's Board of Directors;
(ii) any reorganization, merger, consolidation, or similar transaction or series of related transactions in which the Company is a constituent party (or a subsidiary of the Company is a constituent party and the Company issues shares of its Capital Stock pursuant thereto), unless the shares of Capital Stock of the Company outstanding immediately prior to such transaction continue to represent, or are converted into or exchanged for equity securities that represent, immediately following such transaction, more than fifty percent (50%), by voting power, of the equity securities of (A) the surviving or resulting entity, or (B) if the surviving or resulting entity is a wholly owned subsidiary of another entity immediately following such transaction, the parent entity of such surviving or resulting entity; or
(iii) a sale, lease, exclusive license, or other disposition of all or substantially all of the assets  of the Company and its subsidiaries, taken as a whole, to any person or entity that is not a wholly owned subsidiary of the Company.
Section 2(c): "Company Capitalization" means the sum, as of immediately prior to the Equity Financing, of:
(i) all shares of Capital Stock issued and outstanding, which as of the date hereof consists of 8,600,000 shares of Common Stock;
(ii) all shares of Capital Stock reserved and available for future issuance under any equity incentive or similar plan of the Company, which as of the date hereof consists of 1,200,000 shares of Common Stock reserved under the Company's 2022 Equity Incentive Plan, of which 480,000 shares are subject to outstanding option grants  and 720,000 shares remain available for future  
(iii) all shares of Capital Stock issuable upon the conversion of all outstanding SAFEs (including this SAFE) and other convertible securities of the Company (including convertible promissory   and
(iv) any increase in the number of shares of Capital Stock reserved and available for future issuance under any equity incentive or similar plan of the Company adopted or amended after the date hereof and prior to the Equity Financing, to the extent that such increase is reflected in the Company's fully diluted capitalization as determined in connection with the Equity Financing.
Notwithstanding the foregoing, the Company Capitalization shall exclude any shares of Capital Stock issuable upon the exercise of options or warrants that are unissued but authorized under any equity incentive plan adopted after the date hereof and prior to the Equity Financing, unless the inclusion of such shares is agreed to by the Company and the Investor in writing.
Section 2(d): "Conversion Price" means the price per share equal to the Post-Money Valuation Cap divided by the Company Capitalization.
Section 2(e): "Direct Listing" means the Company's initial listing of its Common Stock (or equivalent equity securities) on a national securities exchange, such as the New York Stock Exchange or the Nasdaq Stock Market, by means of an effective registration statement filed by the Company under the Securities Act of 1933, as amended, other than a registration statement filed on Form S-4, Form S-8, or any successor forms thereto, that does not involve a firm commitment underwritten public offering. For the avoidance of doubt, a Direct Listing shall not include any listing on an over-the-counter market or bulletin board.
Section 2(f): "Equity Financing" has the meaning set forth in Section 1(a) above. For the avoidance of doubt, an Equity Financing requires aggregate gross proceeds to the Company (excluding conversion of SAFEs or other convertible instruments) of not less than  
Section 2(g): "Investor" means Vantage Peak Ventures Fund II, L.P., a Delaware limited partnership, and any successor or permitted assign of such entity in accordance with the provisions of Section 7(a) of this SAFE.
Section 2(h): "Liquidity Capitalization" means the Company Capitalization as otherwise calculated pursuant to Section 2(c) above, except that:
(i) it shall be calculated as of immediately prior to the Liquidity Event (rather than immediately prior to an Equity Financing);
(ii) it shall include all shares of Capital Stock issued and outstanding as of immediately prior to the Liquidity Event;
(iii) it shall include all shares of Capital Stock reserved under any equity incentive or similar plan of the Company, whether such shares are subject to outstanding grants or remain available for future issuance;
(iv) it shall include all shares of Capital Stock issuable upon the conversion of all outstanding SAFEs (including this SAFE) and other convertible securities of the Company; and
(v) it shall include all shares of Capital Stock issuable upon the exercise or conversion of all outstanding options and warrants of the Company, whether vested or unvested, exercisable or not yet  
Section 2(i): "Liquidity Event" has the meaning set forth in Section 1(b) above. A Liquidity Event means a Change of Control or a Direct Listing.
Section 2(j): "Liquidity Price" means the price per share equal to the Post-Money Valuation Cap divided by the Liquidity Capitalization.
Section 2(k): "Post-Money Valuation Cap" means Twenty-Eight Million Dollars ($28,000,000).
Section 2(l): "Purchase Amount" means Three Million Five Hundred Thousand Dollars ($3,500,000), payable by the Investor to the Company at the closing of this SAFE by wire transfer of immediately available funds to an account designated in writing by the Company.
Section 2(m): "SAFE" means this instrument, as it may be amended from time to time in accordance with the provisions of Section 7(b) hereof.
Section 2(n): "SAFE Preferred Stock" means the shares of Preferred Stock issued to the Investor upon conversion of this SAFE in connection with an Equity Financing, as described in Section 1(a) above.
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 all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as currently conducted. The Company is duly qualified to transact business and is in good standing in the State of California, and in each other jurisdiction in which the nature of the business conducted or the character or location of the properties owned, leased, or operated by it requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company's business, operations, properties, financial condition, or prospects.
Section 3(b): Authorization. The execution, delivery, and performance of this SAFE by the Company, and the issuance of shares of Capital Stock upon the conversion of this SAFE, have been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, approval by the Company's Board of   The Board of Directors of the Company adopted a written consent dated August 30, 2023 (the "Board Consent"), authorizing the issuance by the Company of SAFEs in an aggregate principal amount of up to Six Million Eight Hundred Thousand Dollars ($6,800,000), upon terms and conditions substantially consistent with those set forth herein. No further approval or authorization by the Company, its Board of Directors, or its stockholders is required in connection with the execution, delivery, and performance of this SAFE or the issuance of shares of Capital Stock upon conversion hereof (other than such approvals as may be required in connection with an Equity Financing, Liquidity Event, or Dissolution Event, as applicable).
Section 3(c): Compliance with Other Instruments. The execution, delivery, and performance of this SAFE by the Company, and the consummation of the transactions contemplated hereby (including, without limitation, the issuance of shares of Capital Stock upon conversion of this SAFE), will not (i) result in any violation of, or conflict with, or constitute a default under, the Company's Certificate of Incorporation (as may be amended and/or restated from time to time) or Bylaws (as may be amended and/or restated from time to time), (ii) result in any violation of, or conflict with, or constitute a default or breach under, any material agreement, contract, instrument, mortgage, indenture, lease, license, or other obligation to which the Company is a party or by which the Company or any of its assets is bound, (iii) result in any violation of any judgment, order, writ, decree, statute, rule, or regulation applicable to the Company, or (iv) result in the creation or imposition of any lien, charge, security interest, or encumbrance upon any of the Company's assets. No consent, approval, authorization, order, filing, or registration with any court, governmental authority, or third party is required in connection with the execution, delivery, and performance of this SAFE by the Company, except for any filings required under applicable federal or state securities laws, which the Company shall make in a timely manner.
Section 3(d): Valid Issuance of Stock. The shares of Capital Stock issuable upon conversion of this SAFE, when issued in compliance with the provisions of this SAFE, will be validly issued, fully paid, and nonassessable, and will be free and clear of all liens, claims, encumbrances, and restrictions on transfer, other than (i) restrictions on transfer under this SAFE, (ii) restrictions on transfer under applicable federal and state securities laws, and (iii) restrictions on transfer under the Company's Certificate of Incorporation, Bylaws, or any stockholders' agreement, voting agreement, or right of first refusal and co-sale agreement to which the Company is a party.
Section 3(e): Capitalization. As of the date hereof, the Company's authorized capital stock consists of ten million (10,000,000) shares of Common Stock, par value $0.0001 per share, of which eight million six hundred thousand (8,600,000) shares are issued and outstanding. The Company has not authorized any shares of Preferred Stock as of the date hereof. The Company has reserved one million two hundred thousand (1,200,000) shares of Common Stock for issuance under its 2022 Equity Incentive Plan (the "Plan"), of which four hundred eighty thousand (480,000) shares are subject to outstanding option grants and seven hundred twenty thousand (720,000) shares remain available for future issuance under the Plan. As of the date hereof, the Company has outstanding pre-seed SAFEs in the aggregate purchase amount of One Million Two Hundred Thousand Dollars ($1,200,000), each with a post-money valuation cap of Eight Million Dollars ($8,000,000), issued to the following investors:
Except as set forth in this Section 3(e) and as contemplated by the Board Consent, there are no outstanding options, warrants, rights (including conversion or preemptive rights), or agreements for the purchase or acquisition from the Company of any shares of its Capital Stock or any securities convertible into or exchangeable for shares of the Company's Capital Stock. All outstanding shares of the Company's Capital Stock have been duly authorized, validly issued, fully paid, and are nonassessable.
Section 3(f): Intellectual Property. The Company owns or has the right to use all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, copyrights, licenses, domain names, and other intellectual property rights (collectively, "intellectual Property") necessary for the conduct of its business as currently conducted, without any conflict with, or infringement of, the rights of any third party. Without limiting the foregoing, the Company has filed U.S. Provisional Patent Application No. 63/987,214, filed with the United States Patent and Trademark Office on June 15, 2023 (the "Provisional Patent Application"), relating to certain proprietary technology used in the Company's analytics platform. To the Company's knowledge, no third party is infringing or misappropriating any of the Company's intellectual Property. 
Section 3(g): Litigation. There is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the Company's knowledge, currently threatened against the Company, its officers, directors, or employees (in their capacities as such), or any of the Company's properties or assets, that (i) individually or in the aggregate, could reasonably be expected to have a material adverse effect on the Company's business, operations, properties, financial condition, or prospects, or (ii) challenges or seeks to prevent, enjoin, alter, or materially delay the transactions contemplated by this SAFE. The Company is not a party to or subject to the provisions of any order, writ, injunction, judgment, or decree of any court or governmental authority that could reasonably be expected to have a material adverse effect on the Company's business, operations, properties, financial condition, or prospects.
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 and warrants that it is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Investor has reviewed the definition of "accredited investor" and has determined, based on a reasonable assessment of its own circumstances, that it qualifies as an accredited investor under one or more of the categories set forth in Rule 501(a).
Section 4(b): Investment Intent. The Investor is acquiring this SAFE (and any securities issuable upon conversion hereof) for investment for its own account, not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act. The Investor understands that neither this SAFE nor the securities issuable upon conversion hereof have been registered under the Securities Act, by reason of their issuance in a transaction exempt from the registration requirements of the Securities Act, and that such securities must be held indefinitely unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration. The Investor understands that the exemption from registration afforded by Rule 144 promulgated under the Securities Act (the provisions of which are known to the Investor) depends on the satisfaction of various conditions and that, if applicable, Rule 144 may afford the basis for sales only in limited amounts.
Section 4(c): Investment Experience. The Investor has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the investment represented by the acquisition of this SAFE and the securities issuable upon conversion hereof. The Investor is capable of bearing the economic risk of such investment, including a complete loss of the Purchase Amount. The Investor has had an opportunity to ask questions of, and receive answers from, the Company's officers and directors concerning the Company's business, operations, financial condition, and prospects, and has received all information that it has requested and that it considers necessary or appropriate for the purpose of evaluating the investment represented by this SAFE.
Section 4(d): No General Solicitation. The Investor is not purchasing this SAFE as a result of any advertisement, article, notice, or other communication regarding this SAFE published in any newspaper, magazine, or similar media, or broadcast over television, radio, or the internet, or presented at any seminar, meeting, or other general solicitation or general advertising (each as defined in Rule 502(c) of Regulation D under the Securities Act).
Section 4(e): Authorization. The Investor has full power and authority to execute, deliver, and perform this SAFE and to consummate the transactions contemplated hereby. This SAFE has been duly authorized by all necessary action on the part of the Investor, including all necessary action on the part of Vantage Peak Capital Management LLC, the general partner of the Investor, and constitutes a valid and binding obligation of the Investor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, 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 5: Most Favored Nation (MFN) Provision
If the Company issues any subsequent SAFE or similar convertible instrument (each, a "Subsequent SAFE") after the Effective Date and prior to the conversion or termination of this SAFE, and such Subsequent SAFE contains terms that are, taken individually or in the aggregate, more favorable to the holder thereof than the terms of this SAFE (including, without limitation, a lower post-money valuation cap, the inclusion of a discount rate, more favorable conversion mechanics,   then the Company shall promptly, and in any event within   business days of the execution of such Subsequent SAFE, provide written notice to the Investor setting forth in reasonable detail:
(a) the identity of the holder of the Subsequent SAFE;
(b) the purchase amount of the Subsequent SAFE;
(c) the post-money valuation cap (or discount rate, if applicable) of the Subsequent SAFE; and
(d) a summary of all material terms of the Subsequent SAFE that differ from the terms of this SAFE, together with a copy of the Subsequent SAFE (with the purchase amount and identity of the holder redacted, if requested by such holder, provided that the Company shall disclose the purchase amount range and all substantive terms).
Upon receipt of such notice, the Investor shall have the right, exercisable at the Investor's sole election and by written notice to the Company delivered within fifteen (15) business days following the Investor's receipt of the Company's notice, to amend this SAFE to incorporate any or all of the more favorable terms of such Subsequent SAFE. Any such amendment shall be effective as of the date of the Investor's election and shall apply retroactively to the extent applicable. The Company shall execute and deliver such amendment promptly upon the Investor's election.
The MFN right set forth in this Section 5 shall apply to (i) all SAFEs issued by the Company in connection with the current financing round (aggregate target of Six Million Eight Hundred Thousand Dollars ($6,800,000) as authorized by the Board Consent), and (ii) all SAFEs or similar convertible instruments issued by the Company thereafter prior to the next Equity Financing. For the avoidance of doubt, the MFN right shall not apply to convertible promissory notes or other forms of indebtedness unless such instruments are substantially similar in structure and purpose to a SAFE.
Section 6: Information Rights
So long as this SAFE remains outstanding and has not been converted or terminated in accordance with the terms hereof, the Company shall provide the Investor with the following information:
(a) Quarterly Financial Statements. Unaudited quarterly financial statements, consisting of a balance sheet, income statement (or statement of operations), and statement of cash flows for each fiscal quarter, prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis, subject to year-end audit adjustments and the absence of footnotes. Such quarterly financial statements shall be delivered to the Investor within   days after the end of each fiscal quarter of the Company.
(b) Annual Financial Statements. Unaudited annual financial statements, consisting of a balance sheet, income statement (or statement of operations), and statement of cash flows for each fiscal year, prepared in accordance with GAAP applied on a consistent basis. Such annual financial statements shall be delivered to the Investor within   days after the end of each fiscal year of the Company. If the Company causes its annual financial statements to be audited by an independent certified public accounting firm, the Company shall deliver audited annual financial statements in lieu of unaudited statements.
(c) Capitalization Table. An updated capitalization table of the Company, in reasonable detail, promptly (and in any event within ten (10) business days) following any material change in the Company's capitalization, including, without limitation, any issuance of Capital Stock, options, warrants, SAFEs, convertible notes, or other securities.
(d) Material Adverse Events. Prompt written notice of any material adverse event affecting the Company, including, without limitation, any material litigation, regulatory action, government investigation, or other proceeding commenced against the Company or any of its officers or directors; any material breach or default under any material agreement to which the Company is a party; any material loss of intellectual property or key personnel;  or any other event or circumstance that could reasonably be expected to have a material adverse effect on the Company's business, operations, properties, financial condition, or prospects.
The information rights set forth in this Section 6 shall terminate upon the earliest to occur of: (i) the conversion of this SAFE into shares of Capital Stock pursuant to Section 1(a), at which time the Investor's information rights (if any) shall be governed by the terms of the definitive agreements entered into in connection with the Equity Financing; (ii) the termination of this SAFE in accordance with Section 7(m); or (iii) the payment in full of the Cash-Out Amount pursuant to Section 1(b) or the payment of dissolution proceeds to the Investor pursuant to Section 1(c). The Investor agrees to hold in confidence all non-public information received from the Company pursuant to this Section 6 and to use such information solely for the purpose of monitoring its investment in the Company. Notwithstanding the foregoing, the Investor may disclose such information to its general partner, its limited partners, its legal counsel and other professional advisors, and to any other person to whom disclosure is required by applicable law or regulation.
Section 7: Miscellaneous
Section 7(a): Transferability. This SAFE and the rights and obligations hereunder may not be transferred or assigned by the Investor without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that the Investor may, without the Company's consent, transfer or assign this SAFE (i) to any affiliate of the Investor (including, without limitation, any entity that controls, is controlled by, or is under common control with the Investor),   to the Investor's limited partners or members in connection with a distribution of assets by the   in each case so long as such transferee agrees in writing to be bound by the terms and conditions of this SAFE. Any purported transfer or assignment in violation of this Section 7(a) shall be null and void and of no force or effect. The Company may not assign this SAFE or any of its rights or obligations hereunder without the prior written consent of the Investor, except that the Company may assign this SAFE in connection with a Change of Control, provided that the acquiring or surviving entity assumes all of the Company's obligations under this SAFE.
Section 7(b): Amendment and Waiver. Any provision of this SAFE may be amended, waived, or modified only upon the written consent of the Company and the Investor. No waiver of any provision of this SAFE shall constitute a waiver of any other provision hereof, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. No course of dealing between the parties shall be deemed to modify, amend, or discharge any provision or term of this SAFE.
Section 7(c): No Stockholder Rights. The Investor, solely by virtue of holding this SAFE, shall not be entitled to any rights of a stockholder of the Company, including, without limitation, the right to vote, to receive dividends or other distributions, to exercise any preemptive right, or to receive notice of, or attend, any meeting of the stockholders of the Company, unless and until shares of Capital Stock are issued to the Investor upon conversion of this SAFE in accordance with the terms hereof. Nothing contained in this SAFE shall be construed as conferring upon the Investor the right to participate in the management of the Company or to direct the operations, policies, or affairs of the Company.
Section 7(d): Tax Treatment. For U.S. federal and applicable state and local income tax purposes, this SAFE is intended to be treated as a non-compensatory forward contract for the purchase of stock, which is not a debt instrument, and which does not give rise to any interest deductions for the Company. The parties hereto agree to file all tax returns and take all tax reporting positions in a manner consistent with the foregoing characterization, and neither party shall take any position inconsistent with such treatment on any tax return or in any tax proceeding, unless otherwise required by a final determination within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended, or by applicable law.
Section 7(e): Securities Law Compliance. This SAFE and the shares of Capital Stock issuable upon conversion hereof have not been registered under the Securities Act of 1933, as amended, or under the securities laws of any state or other jurisdiction, and may not be offered, sold, assigned, pledged, or otherwise transferred except pursuant to an effective registration statement under the Securities Act and applicable state securities laws or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Company shall be under no obligation to register this SAFE or any securities issuable upon conversion hereof under the Securities Act or any state securities laws.
Section 7(f): Governing Law. This SAFE shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without regard 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 7(g): Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this SAFE, or the breach, termination, or validity thereof, shall be resolved by final and binding arbitration in San Francisco, California, in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (the "JAMS Rules") then in effect, before a single arbitrator selected in accordance with the JAMS Rules. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, including, without limitation, specific performance of any obligation created under this SAFE, the issuance of an injunction, or the imposition of sanctions for abuse or frustration of the arbitration process. The decision of the arbitrator shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction.   Notwithstanding the foregoing, either party may seek provisional or injunctive relief from a court of competent jurisdiction prior to or during the pendency of any arbitration proceeding to the extent necessary to protect such party's rights under this SAFE.
Section 7(h): Notices. All notices, requests, demands, consents, and other communications required or permitted under this SAFE shall be in writing and shall be deemed to have been duly given (i) when delivered by hand, (ii) one (1) business day after being sent by nationally recognized overnight courier (with confirmation of delivery),   three (3) business days after being sent by certified mail, return receipt requested, postage   in each case addressed as follows:
If to the Company:
Lumos Analytics Inc. 340 Folsom Street, Suite 1100 San Francisco, California 94105
Attn: Priya Narasimhan, Chief Executive Officer
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
Attn: 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
Attn: Samantha Reyes
Email: sreyes@vantagepeak.com
with a copy (which shall not constitute notice) to:
Whitfield Harte & Associates LLP 3000 El Camino Real, Suite 500 Palo Alto, California 94306
Attn: Jonathan Whitfield
Email: jwhitfield@whitfieldharte.com
Either party may change its address for purposes of this Section 7(h) by giving the other party written notice of such change in accordance with this Section 7(h).
Section 7(i): Entire Agreement. This SAFE, together with any side letters executed concurrently herewith (including, without limitation, any pro rata rights side   constitutes the entire agreement between the Company and the Investor with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and agreements (whether written or oral) with respect thereto. There are no representations, warranties, covenants, or agreements between the parties with respect to the subject matter hereof other than those expressly set forth or referred to in this SAFE.
Section 7(j): Severability. If any provision of this SAFE is held by a court of competent jurisdiction or arbitrator to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this SAFE, and this SAFE shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The parties shall endeavor in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the extent possible, achieves the same economic, business, and other purposes as the invalid, illegal, or unenforceable provision.
Section 7(k): Counterparts. This SAFE may be executed in any number of 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 SAFE by electronic transmission (including, without limitation, by means of PDF, Brightwater Software, or other electronic signature platform) shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original signed copy of this SAFE. Electronic or PDF signatures shall be deemed original signatures for all purposes under this SAFE and under applicable law.
Section 7(l): Successors and Assigns. Subject to the restrictions on transfer and assignment set forth in Section 7(a) hereof, this SAFE shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.
Section 7(m): Termination. This SAFE will automatically terminate (without relieving the Company or the Investor of any obligations arising from a breach of this SAFE prior to such termination) upon the earliest to occur of:
(i) the issuance of shares of Capital Stock to the Investor upon the conversion of this SAFE in connection with an Equity Financing pursuant to Section 1(a);
(ii) the payment in full of all amounts due to the Investor upon a Liquidity Event pursuant to Section 1(b) or upon a Dissolution Event pursuant to Section 1(c); or
(iii) the mutual written agreement of the Company and the Investor to terminate this  
For the avoidance of doubt, the representations, warranties, and covenants contained in Sections 3 and 4 of this SAFE, and the provisions of this Section 7 (to the extent applicable), shall survive the termination of this SAFE.
[Remainder of this page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO SAFE (Simple Agreement for Future Equity)
IN WITNESS WHEREOF, the undersigned have caused this SAFE to be duly executed and delivered as of the date first written above.
COMPANY:
LUMOS ANALYTICS INC.
By: ________
Name: Priya Narasimhan
Title: Co-Founder, Chief Executive Officer & President
Date: ________
INVESTOR:
VANTAGE PEAK VENTURES FUND II, L.P.
By: Vantage Peak Capital Management LLC, its General Partner
By: ________
Name: Samantha Reyes
Title: Principal
Date: ________
SCHEDULE A
SUMMARY OF KEY TERMS
The following summary is provided for convenience only and is qualified in its entirety by reference to the full terms and conditions of the SAFE to which this Schedule A is attached. In the event of any conflict between this summary and the terms of the SAFE, the terms of the SAFE shall control.
End of Schedule A
  555 California Street, 30th Floor San Francisco, California 94104
  Matter No. 1008-00003 
Investor | Purchase Amount
Ridgeline Angel Fund, L.P. | $500,000
Angela Forsythe | $300,000
Dr. Naveen Iyer | $250,000
Sylvia Montero | $150,000
Term | Detail
Company | Lumos Analytics Inc., a Delaware corporation
Investor | Vantage Peak Ventures Fund II, L.P., a Delaware limited partnership
Purchase Amount | $3,500,000
Post-Money Valuation Cap | $28,000,000
Discount Rate | None
Most Favored Nation (MFN) | Yes — Investor may elect to incorporate more favorable terms of any Subsequent SAFE
Pro Rata Rights | Pursuant to separate side letter to be executed concurrently herewith
Information Rights | Yes — Unaudited quarterly financial statements (within   days of quarter-end); unaudited annual financial statements (within   days of fiscal year-end); updated capitalization table upon material changes; prompt notice of material adverse events
Equity Financing Threshold | in aggregate gross proceeds (excluding conversion of SAFEs and convertible instruments)
Governing Law | State of Delaware
Dispute Resolution | Binding arbitration in San Francisco, California (JAMS Rules)
Effective Date | September 5, 2023

SAFE

RECITALS

COMPANY:

LUMOS ANALYTICS INC.

INVESTOR:

VANTAGE PEAK VENTURES FUND II, L.P.

SCHEDULE A

SUMMARY OF KEY TERMS

Record

Parties

Dates

Amounts