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Contract analysis / secretarys-certificate-lumos.docx
secretarys-certificate-lumos.docx
1008-00010 · 13 clauses
High · 2 Medium · 2 Standard · 1
I. INTRODUCTORY CERTIFICATION
I. INTRODUCTORY CERTIFICATION The undersigned hereby certifies that she is the duly elected, qualified, and acting Secretary of Lumos Analytics Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), and that, in such capacity, the undersigned has access to and custody of the original books and records of the Company, including without limitation its Certificate of Incorpor
II. CERTIFICATION OF BOARD RESOLUTIONS High
⚑ Non-compete / exclusivity restraint
II. CERTIFICATION OF BOARD RESOLUTIONS A. Recitals to Board Resolutions The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the Board of Directors of Lumos Analytics Inc. The Board of Directors held a duly convened special meeting on March 20, 2024, at 10:00 a.m. Pacific Time, at the Company's principal offices
III. INCUMBENCY CERTIFICATE
III. INCUMBENCY CERTIFICATE A. Incumbency Table The undersigned hereby certifies that the following persons are the duly elected or appointed, qualified, and acting officers of Lumos Analytics Inc. in the capacities set forth opposite their respective names as of the date hereof. Each such officer was duly elected or appointed by the Board of Directors of the Company in accordance with the Company's Certificate of In
IV. CERTIFICATION OF GOOD STANDING Standard
⚑ Commercial term
IV. CERTIFICATION OF GOOD STANDING A. Delaware Good Standing The undersigned hereby certifies that the Company is a corporation validly existing and in good standing under the General Corporation Law of the State of Delaware. The Company was duly incorporated in the State of Delaware and has not been dissolved, merged, consolidated, or otherwise terminated. All franchise taxes and fees due and payable to the State of
V. CERTIFICATION OF ORGANIZATIONAL DOCUMENTS
V. CERTIFICATION OF ORGANIZATIONAL DOCUMENTS A. Certificate of Incorporation The undersigned hereby certifies that attached hereto as Exhibit E is a true, correct, and complete copy of the Certificate of Incorporation of Lumos Analytics Inc. as originally filed with the Secretary of State of the State of Delaware, together with all amendments, supplements, and certificates of designation thereto as of the date hereof
VI. ADDITIONAL CERTIFICATIONS
VI. ADDITIONAL CERTIFICATIONS The undersigned further certifies as follows:
1. Continuing Force and Effect of Resolutions. The Resolutions set forth in Exhibit A her
1. Continuing Force and Effect of Resolutions. The Resolutions set forth in Exhibit A hereto were duly adopted by the Board of Directors of the Company in accordance with the Company's Certificate of Incorporation, Bylaws, and applicable provisions of the General Corporation Law of the State of Delaware. Such Resolutions have not been amended, modified, supplemented, rescinded, or revoked in whole or in part, and rem
2. No Required Governmental Consents Outstanding. No consent, approval, authorization, or
2. No Required Governmental Consents Outstanding. No consent, approval, authorization, order, registration, qualification, or filing with any court, governmental authority, regulatory body, or self-regulatory organization is required for the execution, delivery, and performance by the Company of any of the Transaction Documents that has not been duly obtained, given, or made prior to the date hereof. All necessary co
3. No Conflict with Organizational Documents. The execution, delivery, and performance by
3. No Conflict with Organizational Documents. The execution, delivery, and performance by the Company of the Transaction Documents, and the consummation by the Company of the transactions contemplated thereby, will not (a) conflict with or violate any provision of the Company's Certificate of Incorporation or Bylaws, (b) conflict with, result in a breach of, or constitute a default (or an event which, with notice or
4. PE Sponsor Notification. Crestline Capital Partners, LP, a Delaware limited partnershi Medium
⚑ Notice / time limit to track
4. PE Sponsor Notification. Crestline Capital Partners, LP, a Delaware limited partnership, which holds approximately sixty-two and three-tenths percent (62.3%) of the outstanding equity interests in the Company (inclusive of all shares of common stock and preferred stock held directly or through affiliated investment vehicles), has been duly informed of the transactions contemplated by the Transaction Documents, in
VII. LIST OF EXHIBITS
VII. LIST OF EXHIBITS The following exhibits are attached to and made a part of this Secretary's Certificate:
VIII. EXECUTION High
⚑ Penalty / liquidated damages
VIII. EXECUTION IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of March 22, 2024, and certifies under penalty of perjury that the foregoing statements are true and correct to the best of the undersigned's knowledge, information, and belief after due inquiry and review of the books and records of the Company. LUMOS ANALYTICS INC. By: ________ Name: Catherine A. Lindström Title: Secret
IX. OFFICER'S ACKNOWLEDGMENT AND COUNTERSIGNATURE Medium
⚑ Confidentiality undertaking
IX. OFFICER'S ACKNOWLEDGMENT AND COUNTERSIGNATURE The undersigned, being one of the incumbent officers identified in Section III of the foregoing Secretary's Certificate, hereby confirms the accuracy of the statements and certifications contained therein, including without limitation the certification that Catherine A. Lindström is the duly elected, qualified, and acting Secretary of Lumos Analytics Inc., and that th