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Contract analysis / board-resolutions-ipo-authorization.docx
board-resolutions-ipo-authorization.docx
High · 1
Medium · 1
Standard · 2
1. Priya Subramanian — Chair of the Board, Chief Executive Officer & Co-Founder;
1. Priya Subramanian — Chair of the Board, Chief Executive Officer & Co-Founder;
2. Marcus Henley — Director, Chief Technology Officer & Co-Founder;
2. Marcus Henley — Director, Chief Technology Officer & Co-Founder;
3. Diane Ochoa — Independent Director; Managing Partner, Ridgeline Capital Partners Fund
3. Diane Ochoa — Independent Director; Managing Partner, Ridgeline Capital Partners Fund II, L.P.;
4. Samuel Adebayo — Independent Director; former Chief Financial Officer of Verdant Softw
4. Samuel Adebayo — Independent Director; former Chief Financial Officer of Verdant Software Corp.;
5. Catherine Mercer — Independent Director; Operating Partner, Arclight Equity Group Fund
5. Catherine Mercer — Independent Director; Operating Partner, Arclight Equity Group Fund VII, L.P.;
6. Jonathan Tsai — Director; Managing Partner, Velthryn Venture Partners Fund IV, L.P.; a
6. Jonathan Tsai — Director; Managing Partner, Velthryn Venture Partners Fund IV, L.P.; and
7. Rebecca Stahl — Director; Partner, Arclight Equity Group Fund VII, L.P.;
Medium
⚑ Confidentiality undertaking
7. Rebecca Stahl — Director; Partner, Arclight Equity Group Fund VII, L.P.; WHEREAS, the Company operates a cloud-based, artificial-intelligence-driven analytics platform providing software-as-a-service ("SaaS") solutions to financial institutions, including real-time transaction monitoring, fraud detection, regulatory reporting, and predictive risk modeling, and the Company has established itself as a leading provid
1. Priya Subramanian — Chair of the Board, Chief Executive Officer & Co-Founder;
1. Priya Subramanian — Chair of the Board, Chief Executive Officer & Co-Founder;
2. Marcus Henley — Director, Chief Technology Officer & Co-Founder;
2. Marcus Henley — Director, Chief Technology Officer & Co-Founder;
3. Diane Ochoa — Independent Director; Managing Partner, Ridgeline Capital Partners Fund
3. Diane Ochoa — Independent Director; Managing Partner, Ridgeline Capital Partners Fund II, L.P.;
4. Samuel Adebayo — Independent Director; former Chief Financial Officer of Verdant Softw
4. Samuel Adebayo — Independent Director; former Chief Financial Officer of Verdant Software Corp.;
5. Catherine Mercer — Independent Director; Operating Partner, Arclight Equity Group Fund
5. Catherine Mercer — Independent Director; Operating Partner, Arclight Equity Group Fund VII, L.P.;
6. Jonathan Tsai — Director; Managing Partner, Velthryn Venture Partners Fund IV, L.P.; a
6. Jonathan Tsai — Director; Managing Partner, Velthryn Venture Partners Fund IV, L.P.; and
7. Rebecca Stahl — Director; Partner, Arclight Equity Group Fund VII, L.P.;
High
⚑ Non-compete / exclusivity restraint
7. Rebecca Stahl — Director; Partner, Arclight Equity Group Fund VII, L.P.; WHEREAS, on July 15, 2021, the Board adopted resolutions by unanimous written consent authorizing management of the Company to explore the feasibility, timing, and structure of a potential initial public offering of shares of the Company's Class A Common Stock, and to engage in preliminary discussions with potential underwriters, financial ad
1. Priya Subramanian — Chief Executive Officer & Co-Founder, Chair of the Board;
1. Priya Subramanian — Chief Executive Officer & Co-Founder, Chair of the Board;
2. David Lau — Chief Financial Officer; and
2. David Lau — Chief Financial Officer; and
3. Diane Ochoa — Independent Director; Managing Partner, Ridgeline Capital Partners Fund
Standard
⚑ Commercial term
3. Diane Ochoa — Independent Director; Managing Partner, Ridgeline Capital Partners Fund II, L.P.; and be it further RESOLVED, that the Pricing Committee be, and it hereby is, authorized and empowered, on behalf of the Board, to exercise the following authority in connection with the Offering: (a) to determine the final public offering price per share of the Class A Common Stock, which may be within, at, above, or be
1. I am the duly appointed General Counsel and Corporate Secretary of Lumos Analytics Inc
1. I am the duly appointed General Counsel and Corporate Secretary of Lumos Analytics Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company").
2. The foregoing resolutions set forth in Part I (adopted as of July 15, 2021) and Part I
2. The foregoing resolutions set forth in Part I (adopted as of July 15, 2021) and Part II (adopted as of November 5, 2021) were duly adopted by the unanimous written consent of all members of the Board of Directors of the Company, in accordance with Section 141(f) of the Delaware General Corporation Law and the Company's Amended and Restated Bylaws.
3. As of the date hereof, the Board of Directors of the Company consists of seven (7) dir
3. As of the date hereof, the Board of Directors of the Company consists of seven (7) directors, and each such director has executed the applicable unanimous written consent.
4. The foregoing resolutions remain in full force and effect as of the date hereof and ha
4. The foregoing resolutions remain in full force and effect as of the date hereof and have not been modified, amended, rescinded, or revoked by any subsequent action of the Board of Directors.
5. I am authorized to execute this certificate on behalf of the Company and to attest to
Standard
⚑ Commercial term
5. I am authorized to execute this certificate on behalf of the Company and to attest to the matters set forth herein. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of this 8th day of November, 2021. ________________________________________ Naomi Feinberg General Counsel and Corporate Secretary Lumos Analytics Inc. Date: November 8, 2021 [CORPORATE SEAL] Expense Cate