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Contract analysis / board-resolutions-s1-approval.docx
board-resolutions-s1-approval.docx
1008-00002 · 22 clauses
High · 2 Medium · 4 Standard · 3
1. Approval of the Registration Statement on Form S-1 Medium
⚑ Confidentiality undertaking
1. Approval of the Registration Statement on Form S-1 RESOLVED, that the Registration Statement on Form S-1, including the prospectus forming a part thereof, substantially in the form of the Draft S-1 presented to and reviewed by the Board, together with such changes, amendments, supplements, exhibits, schedules, and other documents as may be approved by the officers of the Company designated below, in consultation w
2. Authorization to Execute the Registration Statement
2. Authorization to Execute the Registration Statement RESOLVED, that each of the Chief Executive Officer of the Company, Priya Subramanian, the Chief Financial Officer of the Company, David Lau, and the General Counsel and Corporate Secretary of the Company, Naomi Feinberg (each, an "Authorized Officer" and collectively, the "Authorized Officers"), acting individually, be, and each of them hereby is, authorized and
3. Power of Attorney
3. Power of Attorney RESOLVED, that each member of the Board of Directors of the Company does hereby constitute and appoint each of Priya Subramanian, David Lau, and Naomi Feinberg, and each of them individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities (including his
4. Approval of the Form of Underwriting Agreement High
⚑ Indemnity / guarantee obligation
4. Approval of the Form of Underwriting Agreement RESOLVED, that the form of Underwriting Agreement among the Company, Velthryn Venture Partners Fund IV, L.P. and Arclight Equity Group Fund VII, L.P. (as selling stockholders), and Pinnacle Securities LLC, acting as representative of the several Underwriters (including Whitfield & Company LLC and Graystone Capital Markets Inc.), substantially in the form presented to
5. Establishment and Authorization of Pricing Committee Medium
⚑ Liability cap to check against exposure
5. Establishment and Authorization of Pricing Committee RESOLVED, that a Pricing Committee of the Board of Directors (the "Pricing Committee") be, and hereby is, established for the limited purpose of making certain determinations in connection with the pricing and execution of the Offering, and the Pricing Committee shall consist of the following members: • Priya Subramanian (Chair of the Pricing Committee) • David
6. Approval of Lock-Up Agreements Medium
⚑ Liability cap to check against exposure
6. Approval of Lock-Up Agreements RESOLVED, that the form of Lock-Up Agreement, substantially in the form presented to and reviewed by the Board, pursuant to which each director, executive officer, and stockholder holding more than one percent (1%) of the outstanding shares of the Company's common stock (on an as-converted basis) agrees to restrictions on the sale, transfer, pledge, or other disposition of shares of
7. Approval of Nasdaq Listing Application Standard
⚑ Commercial term
7. Approval of Nasdaq Listing Application RESOLVED, that the officers of the Company be, and hereby are, authorized and directed to prepare, execute, and file, or cause to be prepared, executed, and filed, an application for the listing of the Class A Common Stock on the Nasdaq Global Select Market under the proposed ticker symbol "LMSA," including all supplemental listing applications, certifications, agreements, an
8. Appointment of Transfer Agent and Registrar Standard
⚑ Commercial term
8. Appointment of Transfer Agent and Registrar RESOLVED, that Broadleaf Transfer Services Inc., with offices at 250 Royall Street, Canton, Massachusetts 02021, be, and hereby is, approved and appointed as the transfer agent and registrar for the Class A Common Stock of the Company in connection with the Offering and on an ongoing basis thereafter; and it is further RESOLVED, that the Authorized Officers be, and each
9. Approval of Directors' and Officers' Liability Insurance
9. Approval of Directors' and Officers' Liability Insurance RESOLVED, that the officers of the Company be, and hereby are, authorized and empowered to negotiate, approve, and bind a directors' and officers' liability insurance policy (the "D&O Policy") in connection with the IPO, providing coverage for the directors, officers, and the Company on customary terms for companies of comparable size completing an initial p
10. Approval of Form of Amended and Restated Certificate of Incorporation
10. Approval of Form of Amended and Restated Certificate of Incorporation RESOLVED, that the form of the Amended and Restated Certificate of Incorporation of the Company (the "Restated Charter"), substantially in the form presented to and reviewed by the Board, providing for, among other things: (a) the establishment of the dual-class common stock structure described in the recitals hereto, consisting of Class A Comm
11. Approval of Form of Amended and Restated Bylaws High
⚑ Non-compete / exclusivity restraint
11. Approval of Form of Amended and Restated Bylaws RESOLVED, that the form of the Amended and Restated Bylaws of the Company (the "Restated Bylaws"), substantially in the form presented to and reviewed by the Board, providing for, among other things: (a) advance notice provisions requiring stockholders to provide timely notice of nominations for directors and other business to be brought before an annual or special
12. Authorization of Use of Proceeds Medium
⚑ Liability cap to check against exposure
12. Authorization of Use of Proceeds RESOLVED, that the net proceeds from the sale of the Primary Shares in the Offering, estimated at approximately Two Hundred Million Nine Hundred Thousand Dollars ($200,900,000) (after deducting the estimated underwriting discount of approximately $14,300,000 on the Primary Shares at the midpoint price and estimated offering expenses of approximately $4,800,000, inclusive of SEC re
13. SEC Registration Fee Standard
⚑ Commercial term
13. SEC Registration Fee RESOLVED, that the officers of the Company be, and hereby are, authorized and directed to calculate and pay the SEC registration fee required in connection with the filing of the Registration Statement under the Securities Act, such fee currently estimated at Twenty Thousand Three Hundred Ninety-Four Dollars ($20,394), based on aggregate gross proceeds of $220,000,000 and the applicable fee r
14. Approval of Engagement of Financial Printer and EDGAR Filing Agent
14. Approval of Engagement of Financial Printer and EDGAR Filing Agent RESOLVED, that the engagement of Hennessy Consulting Group LLC, with offices at 1166 Avenue of the Americas, 15th Floor, New York, New York 10036 (principal contact: Martin Royce, Senior Vice President), for the provision of financial printing, typesetting, EDGAR formatting, XBRL tagging, and EDGAR filing services in connection with the Registrati
15. Authorization of Testing-the-Waters Communications
15. Authorization of Testing-the-Waters Communications RESOLVED, that the officers of the Company be, and hereby are, authorized, in consultation with Calderwood & Harkness LLP as issuer's counsel and the Underwriters, to conduct testing-the-waters communications with potential investors who are qualified institutional buyers (as defined in Rule 144A under the Securities Act) and institutional accredited investors (a
16. Ratification of Prior Actions
16. Ratification of Prior Actions RESOLVED, that all actions heretofore taken by the officers, directors, employees, and agents of the Company, in good faith and in the ordinary course, in connection with the preparation, negotiation, and filing of the Registration Statement and the transactions contemplated by these resolutions, including without limitation: (a) the engagement of Calderwood & Harkness LLP as issuer'
17. General Authority
17. General Authority RESOLVED, that each Authorized Officer, acting individually, be, and hereby is, authorized and empowered to take or cause to be taken any and all actions, and to execute and deliver, or cause to be executed and delivered, any and all agreements, certificates, instruments, notices, consents, and other documents, in the name and on behalf of the Company, and under the corporate seal of the Company
1. I am the duly appointed and acting General Counsel and Corporate Secretary of Lumos An
1. I am the duly appointed and acting General Counsel and Corporate Secretary of Lumos Analytics Inc., a Delaware corporation (the "Company").
2. The foregoing is a true, correct, and complete copy of the resolutions adopted by the
2. The foregoing is a true, correct, and complete copy of the resolutions adopted by the unanimous written consent of the Board of Directors of the Company, effective as of January 7, 2022, pursuant to Section 141(f) of the General Corporation Law of the State of Delaware and Article IV, Section 4.11 of the Company's Amended and Restated Bylaws.
3. Such resolutions have not been amended, modified, rescinded, or revoked in any respect
3. Such resolutions have not been amended, modified, rescinded, or revoked in any respect since their adoption and remain in full force and effect as of the date of this certificate.
4. The Board of Directors of the Company consists of seven (7) members, each of whom has
4. The Board of Directors of the Company consists of seven (7) members, each of whom has duly executed the unanimous written consent set forth above, and no vacancies exist on the Board as of the date hereof.
5. The officers named as Authorized Officers in the foregoing resolutions are duly electe
5. The officers named as Authorized Officers in the foregoing resolutions are duly elected or appointed officers of the Company, holding the offices and titles set forth therein, and each such officer is authorized to act in accordance with the authority granted by the foregoing resolutions. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of the date set forth below. L