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Contract analysis / secretarys-certificate-lumos.docx
secretarys-certificate-lumos.docx
1008-00003 · 11 clauses
High · 0 Medium · 1 Standard · 3
Section 1. Organization and Good Standing
Section 1. Organization and Good Standing The Company was duly incorporated as a corporation under the General Corporation Law of the State of Delaware (the "DGCL") on January 14, 2022, under Delaware Secretary of State File No. 7394821. The Company's registered agent in the State of Delaware is CT Cascade Systems, located at 1209 Orange Street, Wilmington, Delaware 19801. The Company is a corporation validly existin
Section 2. Authorization of the SAFE Financing Standard
⚑ Commercial term
Section 2. Authorization of the SAFE Financing The Board of Directors of the Company (the "Board") duly adopted resolutions authorizing the SAFE Financing by unanimous written consent in lieu of a meeting, dated August 30, 2023 (the "Board Consent"), in accordance with Section 141(f) of the DGCL, the Company's Certificate of Incorporation, and the Company's Bylaws. The Board Consent authorized the Company to issue Po
Section 3. Incumbency of Officers
Section 3. Incumbency of Officers I hereby certify that the following persons are the duly elected or appointed, qualified, and acting officers of the Company as of the date hereof, holding the offices set forth opposite their respective names below, and that the signatures set forth opposite their respective names are their true and genuine signatures: Each of the foregoing officers has held his or her respective po
Section 4. Board of Directors
Section 4. Board of Directors I hereby certify that the following persons constitute all of the members of the Board of Directors of the Company as of the date hereof:
1. Priya Narasimhan — Chair of the Board (serving since January 14, 2022)
1. Priya Narasimhan — Chair of the Board (serving since January 14, 2022)
2. Elliot Marsh — Director (serving since January 14, 2022)
2. Elliot Marsh — Director (serving since January 14, 2022)
3. Kenji Watanabe — Independent Director (appointed July 18, 2023)
3. Kenji Watanabe — Independent Director (appointed July 18, 2023) The foregoing directors were each duly elected or appointed in accordance with the Company's Certificate of Incorporation, Bylaws, and the DGCL. No vacancies currently exist on the Board, and no additional director seats have been created or authorized beyond those currently occupied by the persons identified above.
Section 5. Capitalization Standard
⚑ Commercial term
Section 5. Capitalization As of the date hereof, the authorized capital stock of the Company consists solely of 10,000,000 shares of Common Stock, par value $0.0001 per share (the "Common Stock"). As of the date hereof, 8,600,000 shares of Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid, and nonassessable, and are held of record by the following stockholders: The
Section 6. Organizational Documents
Section 6. Organizational Documents The Certificate of Incorporation of the Company (the "Certificate of Incorporation"), as originally filed with the Secretary of State of the State of Delaware on January 14, 2022, has not been amended, restated, supplemented, or otherwise modified in any respect since the date of its original filing, and remains in full force and effect as of the date hereof. The Bylaws of the Comp
Section 7. No Conflicts; No Litigation Medium
⚑ Forum / governing law
Section 7. No Conflicts; No Litigation The execution and delivery by the Company of the SAFEs entered into in connection with the SAFE Financing, and the consummation of the transactions contemplated thereby, do not and will not (a) violate, conflict with, or result in any breach or contravention of any provision of the Company's Certificate of Incorporation or Bylaws, (b) to the knowledge of the undersigned, violate
Section 8. Additional Certifications Standard
⚑ Commercial term
Section 8. Additional Certifications All corporate actions and proceedings required to be taken by or on behalf of the Company by the DGCL, the Company's Certificate of Incorporation, the Company's Bylaws, or otherwise, in connection with the authorization, execution, delivery, and performance of the SAFEs and the consummation of the transactions contemplated by the SAFE Financing, have been duly and validly taken, a