Non-Binding Letter of Intent dated March 14, 2025

Vincerx proposes to acquire 100% of the outstanding equity interests of QumulusAI, which acquisition is currently intended to be effected by means of reverse triangular merger of a wholly-owned subsidiary of Vincerx.

The parties intend for the Transaction to be structured in a mutually agreeable tax-free manner taking into account the forms of consideration to be received by each of Vincerx and QumulusAI’s respective security holders.

In connection with the closing of the Transaction (the “Closing”), Vincerx would change its name to such other name as determined by QumulusAI and trading symbol as determined by QMLS to reflect its branding.

At Closing, each outstanding share of QumulusAI capital stock will be exchanged for shares of Vincerx based on an agreed-upon exchange ratio to be fixed in the Definitive Agreement and intended to result in QumulusAI equity holdings immediately following the Closing being as approximately set forth on the attached Exhibit A, and subject to adjustment as provided in the next paragraph.

Exhibit A illustrates that at the effective time of the Transaction (i) the equity holders of QumulusAI immediately prior to the Closing (including all option holders, convertible note holders, warrant holders, and other facilities, contracts, or other that result in an equity issuance) will own 95.0% of the equity of Vincerx on a fully diluted basis and (ii) the equity holders of Vincerx (including all option holders and warrant holders on a fully diluted basis immediately prior to Closing) will own 5.0% of the equity of Vincerx on a fully diluted basis. For the sake of clarity, any preferred stock of Vincerx issued to QumulusAI or its designees/shareholders as described below will need to be converted into common stock prior to Closing with irrevocable commitments given by each holder at the time of execution of the Definitive Agreement.

The foregoing ownership percentages and the calculation of the exchange ratio are subject to the following formulation and assumptions: (i) an agreed valuation of QumulusAI of $285 million (the “QumulusAI Valuation”) at the time of Closing; and (ii) an agreed valuation of

Vincerx of $15 million (the “Vincerx Valuation”) subject to adjustment to the target net cash of Vincerx at Closing of $0.0 million (the “Net Cash”). In the event Vincerx delivers more than $0.0 million, the value of the Net Cash will improve by an increment equal to its cash value. For example, if Vincerx delivers $5.0 million in Net Cash, the Vincerx Valuation would $20 million.

Net Cash shall be defined in the Definitive Agreement, which will include, among other things, unrestricted current assets in the form of cash and cash equivalents as of the Closing minus current liabilities and all Vincerx expenses related to the Transaction as of the Closing.

Satisfactory completion of due diligence by both parties.

Satisfactory negotiation of the Definitive Agreement, including customary provisions for a transaction of this nature and as set forth herein.

Approval of the proposed Transaction by the board of directors of QumulusAI and Vincerx and execution by specified stakeholders and other insiders or related parties of QumulusAI of support agreements.

By their signatures below, each party represents and warrants that they have full power and authority to execute, deliver and perform this LOI.

The parties agree that this LOI will be governed by and construed under the laws of the State of Delaware, without giving effect to any choice or conflict of law principles.

The provisions of the sections of this LOI entitled “Fees and Expenses”, “Confidentiality; Non-Solicitation,” “Exclusivity” and “Miscellaneous,” (the “Binding Provisions”) are intended by the parties to be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Binding Provisions shall survive the termination of this LOI, and the termination of this LOI shall not affect any rights any party may have with respect to the breach of this LOI by another party before such termination. Other than the Binding Provisions, all other provisions of this LOI are intended only as an expression of interest on behalf of the parties, are not intended to be legally binding on any party and are expressly subject to the negotiation and execution of an appropriate Definitive Agreement.

This LOI may be signed in two or more counterparts, any one of which need not contain the signature of more than one party, but all such counterparts taken together shall constitute one and the same agreement. This LOI may not be assigned without the other party’s written consent.