1008-00001 · Lumos Analytics Inc · Closing

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OFFICER'S CERTIFICATE OF LUMOS ANALYTICS INC.

Delivered Pursuant to Section 4.01(e) of the Revolving Credit Agreement dated as of March 9, 2023

March 9, 2023

Ridgeline National Bank, National Association as Administrative Agent 600 Lexington Avenue, 22nd Floor New York, NY 10022

Ladies and Gentlemen:

Reference is made to that certain Revolving Credit Agreement, dated as of March 9, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Lumos Analytics Inc., a Delaware corporation (the "Borrower"), Ridgeline National Bank, National Association, as Administrative Agent (in such capacity, the "Administrative Agent"), as Collateral Agent (in such capacity, the "Collateral Agent"), and as Lender (in such capacity, the "Lender").

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

The undersigned, Marcus Delaney, General Counsel and Secretary of the Borrower, hereby certifies as follows in connection with the initial extension of credit under the Credit Agreement on the date hereof:

RECITALS

A. The Borrower, the Administrative Agent, the Collateral Agent, and the Lender have entered into the Credit Agreement, pursuant to which the Lender has agreed to make available to the Borrower a senior secured revolving credit facility in an aggregate principal amount of up to Thirty Million Dollars ($30,000,000) (the "Credit Facility"), subject to the terms and conditions set forth therein.

B. This Officer's Certificate (this "Certificate") is delivered pursuant to Section 4.01(e) of the Credit Agreement as a condition precedent to the initial extension of credit thereunder on the Closing Date (March 9, 2023). Section 4.01(e) of the Credit Agreement requires that the Administrative Agent shall have received, on or before the Closing Date, a certificate of a Responsible Officer of the Borrower, in form and substance satisfactory to the Administrative Agent, certifying as to certain matters set forth therein.

C. The undersigned is the duly appointed General Counsel and Secretary of the Borrower and is authorized to execute and deliver this Certificate on behalf of the Borrower pursuant to the resolutions of the Board of Directors of the Borrower described in Section 2 below and in accordance with the Bylaws of the Borrower.

D. The Borrower is entering into, and will execute and deliver on the Closing Date, the following documents (collectively, together with the Credit Agreement, the "Loan Documents"):

(i) the Credit Agreement;

(ii) the Security Agreement, dated as of March 9, 2023, by and between the Borrower and Ridgeline National Bank, National Association, as Collateral Agent (the "Security Agreement"), pursuant to which the Borrower has granted to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all of the assets of the Borrower;

(iii) the intellectual Property Security Agreement, dated as of March 9, 2023, by and between the Borrower and Ridgeline National Bank, National Association, as Collateral Agent (the "IP Security Agreement"), pursuant to which the Borrower has granted to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in all of the Borrower's intellectual property, including patents, trademarks, copyrights, and trade secrets; and

(iv) all other agreements, instruments, documents, and certificates executed and delivered by the Borrower in connection with the foregoing.

Now, therefore, the undersigned hereby certifies as follows:

CERTIFICATIONS

Section 1. Certification of Organizational Documents.

(a) Certificate of Incorporation.

The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Lumos Analytics Inc. as filed with the Secretary of State of the State of Delaware (File Number 6284501), together with all amendments and restatements thereto through the date hereof (collectively, the "Charter"). The Charter is in full force and effect as of the date hereof and has not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached thereto. No proceedings have been taken or are pending or contemplated for the dissolution, liquidation, or winding up of the Borrower, whether voluntarily or involuntarily, and no steps have been taken by any person to revoke, annul, or otherwise terminate the Charter.

(b) Bylaws. The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Lumos Analytics Inc. as currently in effect (the "Bylaws"). The Bylaws are in full force and effect as of the date hereof and have not been amended, restated, supplemented, or otherwise modified since the date of the last amendment attached thereto. No action has been taken by the Board of Directors or the stockholders of the Borrower to amend, restate, supplement, or otherwise modify the Bylaws, and no such amendment, restatement, supplement, or modification is currently pending or contemplated.

The undersigned hereby certifies that the Borrower is a corporation validly existing and in good standing under the laws of the State of Delaware, which is its jurisdiction of incorporation. The Borrower is duly qualified to transact business as a foreign corporation and is in good standing in the State of California, where the Borrower's principal place of business and chief executive office is located at 2180 Gateway Boulevard, Suite 400, San Jose, CA 95110. The Borrower is duly qualified to do business and in good standing in each other jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.

In connection with the foregoing, good standing certificates (or certificates of status or existence, as applicable) from the Secretary of State of the State of Delaware and the Secretary of State of the State of California, each dated within ten (10) Business Days of the Closing Date, have been separately delivered to the Administrative Agent. Such certificates confirm the good standing of the Borrower in each such jurisdiction as of the respective dates thereof.

Section 2. Certification of Board Resolutions.

The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of Lumos Analytics Inc. (the "Resolutions"). The Resolutions were adopted by unanimous written consent of the Board of Directors effective as of March 5, 2023, in accordance with Section 141(f) of the Delaware General Corporation Law and the Bylaws of the Borrower.

The Resolutions, among other things, authorize:

(i) the Borrower's entry into the Credit Agreement and each of the other Loan Documents, including the Security Agreement and the intellectual Property Security Agreement, and the performance by the Borrower of its obligations thereunder;

(ii) the borrowings and other extensions of credit under the Credit Agreement in an aggregate principal amount of up to Thirty Million Dollars ($30,000,000), including the making of borrowing requests, the issuance of compliance certificates, and the taking of all other actions contemplated by the Credit Agreement in connection with such borrowings and extensions of credit;

(iii) the granting of first-priority security interests in substantially all assets of the Borrower to Ridgeline National Bank, National Association, as Collateral Agent, for the benefit of the Secured Parties, including without limitation security interests in all personal property, real property interests (if any), intellectual property (including patents, patent applications, trademarks, trademark applications, copyrights, copyright registrations, trade secrets, and domain names), accounts, chattel paper, deposit accounts, securities accounts, general intangibles, inventory, equipment, and all proceeds and products thereof;

(iv) the execution and delivery of all documents and instruments contemplated by the Loan Documents in connection with the perfection of the security interests granted pursuant to the Security Agreement and the intellectual Property Security Agreement, including without limitation UCC-1 financing statements to be filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of California, deposit account control agreements with respect to the Borrower's deposit accounts, and filings and recordations with the United States Patent and Trademark Office and the United States Copyright Office; and

(v) the designation of the Authorized Officers (as set forth in Section 3 below) to execute and deliver the Loan Documents and any and all certificates, notices, borrowing requests, compliance certificates, and other documents and instruments on behalf of the Borrower as such Authorized Officers shall deem necessary, advisable, or appropriate in connection with the Credit Facility and the Loan Documents.

The undersigned further certifies that the Resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Borrower, whether by action at a meeting or by written consent, that would conflict with, limit, or in any way impair the authority granted by the Resolutions. The Resolutions constitute all of the corporate authorization necessary for the Borrower to enter into, execute, deliver, and perform its obligations under the Credit Agreement and each of the other Loan Documents.

Section 3. Incumbency and Specimen Signatures.

The undersigned hereby certifies that each of the following persons is a duly elected or appointed officer of Lumos Analytics Inc. holding the office set forth opposite his or her name below as of the date hereof, and the signature set forth opposite his or her name below is the true and genuine signature of such person:

Each of the foregoing officers (each, an "Authorized Officer") is authorized to execute and deliver, on behalf of the Borrower, the Credit Agreement, the Security Agreement, the intellectual Property Security Agreement, and each other Loan Document to which the Borrower is a party, and to execute and deliver borrowing requests, compliance certificates, officer's certificates, payoff letters, subordination agreements, and all other documents and instruments contemplated by or delivered in connection with the Loan Documents. Each Authorized Officer is further authorized to take any and all actions on behalf of the Borrower as may be necessary, advisable, or appropriate in connection with the Credit Facility and the transactions contemplated by the Loan Documents.

The authority of each such Authorized Officer to act on behalf of the Borrower in the capacity set forth above shall remain in full force and effect until the Administrative Agent receives written notice from the Borrower, duly executed by the Secretary or an Assistant Secretary of the Borrower, revoking, modifying, or otherwise terminating the authority of any such Authorized Officer. The Administrative Agent shall be entitled to rely on the authority of each such Authorized Officer as set forth herein until such written notice is received, regardless of whether any such Authorized Officer shall have ceased to hold such office.

Section 4. No Default Certification.

The undersigned hereby certifies that, as of the date hereof and after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents, including the initial extension of credit thereunder:

(a) No Default or Event of Default (as each such term is defined in the Credit Agreement) has occurred and is continuing, or would result from the execution and delivery of the Loan Documents or from the initial extension of credit under the Credit Agreement on the Closing Date. The Borrower is not in default under any material agreement, instrument, or obligation to which it is a party or by which it or any of its properties may be bound, where such default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(b) The Borrower is in compliance in all material respects with all terms, covenants, conditions, and provisions of the Credit Agreement and the other Loan Documents that are applicable to the Borrower on the date hereof, including without limitation the financial covenants set forth in Article VII of the Credit Agreement (to the extent applicable on the Closing Date) and the affirmative and negative covenants set forth in Articles V and VI thereof.

(c) No event has occurred, and no condition exists, that, with the giving of notice, the lapse of time, or both, would constitute a Default or an Event of Default under the Credit Agreement or any other Loan Document. The Borrower has no knowledge of any facts or circumstances that could reasonably be expected to give rise to a Default or Event of Default.

Section 5. Representations and Warranties.

The undersigned hereby certifies that each of the representations and warranties made by the Borrower in Article III of the Credit Agreement and in each other Loan Document to which the Borrower is a party is true and correct in all material respects as of the date hereof (except to the extent that (x) such representations and warranties are qualified by materiality, Material Adverse Effect, or similar qualifications, in which case such representations and warranties are true and correct in all respects, and (y) such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, if qualified by materiality, Material Adverse Effect, or similar qualifications, in all respects) as of such earlier date), in each case with the same force and effect as though made on and as of the date hereof.

Without limiting the generality of the foregoing, the undersigned specifically confirms the following:

(i) Organization; Existence; Good Standing. The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Borrower has the corporate power and authority to own its properties and assets and to carry on its business as presently conducted.

(ii) Authorization; No Conflict. The execution, delivery, and performance by the Borrower of the Loan Documents to which it is a party have been duly authorized by all necessary corporate action, including the Resolutions described in Section 2 above, and do not and will not (A) contravene, conflict with, or result in a violation of any provision of the Borrower's Certificate of Incorporation or Bylaws, (B) contravene, conflict with, or result in a violation of, or constitute a default (with or without the giving of notice or lapse of time, or both) under, any material agreement, indenture, lease, license, instrument, or other obligation to which the Borrower is a party or by which it or any of its properties may be bound or affected, or (C) violate any applicable law, rule, regulation, order, writ, judgment, injunction, decree, or award binding upon the Borrower or any of its properties.

(iii) Governmental Approvals. No consent, approval, authorization, license, permit, or order of, or filing, registration, or qualification with, any governmental authority or regulatory body is required in connection with the execution, delivery, or performance by the Borrower of the Loan Documents or the grant of the security interests contemplated thereby, other than (A) UCC-1 financing statement filings with the Secretary of State of the State of Delaware and the Secretary of State of the State of California, (B) filings and recordations with the United States Patent and Trademark Office and the United States Copyright Office in respect of the intellectual property security interests granted pursuant to the IP Security Agreement, and (C) such other filings, registrations, or qualifications that have been obtained or made and are in full force and effect as of the date hereof.

(iv) Financial Statements. The financial statements most recently delivered to the Administrative Agent, consisting of the audited consolidated financial statements of the Borrower for the fiscal year ended December 31, 2022, which were prepared by Brindoval Thornton LLP, the Borrower's independent registered public accounting firm, in accordance with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis, fairly present in all material respects the financial condition, results of operations, and cash flows of the Borrower as of the dates and for the periods indicated therein. The Borrower has no material liabilities, contingent or otherwise, that are not reflected or reserved against in such financial statements other than liabilities incurred in the ordinary course of business since December 31, 2022.

(v) No Material Adverse Change. No Material Adverse Effect has occurred, and no material adverse change in the business, operations, assets, financial condition, or prospects of the Borrower has occurred, since December 31, 2022. Since such date, the Borrower has conducted its business in the ordinary course consistent with past practice, and there has been no event, development, circumstance, or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.

Section 6. Additional Certifications.

(a) Solvency. The undersigned hereby certifies that, as of the date hereof and after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents (including the incurrence of all indebtedness and obligations being incurred in connection therewith and the grant of the security interests contemplated thereby), the Borrower is Solvent (as such term is defined in the Credit Agreement). Without limiting the foregoing, (i) the fair value of the assets of the Borrower exceeds the total amount of its liabilities (including contingent and unliquidated liabilities), (ii) the present fair saleable value of the assets of the Borrower is greater than the amount that will be required to pay the probable liability on its existing debts and other liabilities (including contingent and unliquidated liabilities) as they become absolute and matured, (iii) the Borrower is able to realize upon its assets and pay its debts and other liabilities (including contingent and unliquidated liabilities) as they mature in the normal course of business, (iv) the Borrower does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature, and (v) the Borrower is not engaged in, and is not about to engage in, a business or a transaction for which its property would constitute an unreasonably small capital.

(b) No Litigation.

The undersigned hereby certifies that, as of the date hereof, no action, suit, proceeding, claim, arbitration, or investigation (whether at law or in equity, whether civil or criminal) is pending or, to the knowledge of the undersigned after due inquiry, threatened against the Borrower, its directors, its officers, or any of its properties or assets, before any court, tribunal, governmental body, agency, commission, or regulatory authority, that (i) could reasonably be expected to have a Material Adverse Effect, (ii) questions the validity, binding effect, or enforceability of any of the Loan Documents, or (iii) seeks to prevent, enjoin, or materially delay the consummation of the transactions contemplated by the Credit Agreement or any other Loan Document. There are no outstanding orders, judgments, injunctions, awards, or decrees of any court, governmental authority, or arbitration tribunal against or affecting the Borrower or any of its properties or assets that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

(c) Insurance. The undersigned hereby certifies that the Borrower maintains insurance with Broadleaf Mutual Insurance Company and other financially sound and reputable insurers in such amounts, with such deductibles, and covering such risks as are customarily carried by companies of similar size engaged in the same or similar businesses and similarly situated, all in accordance with the requirements of Section 5.06 of the Credit Agreement. Such insurance coverage includes, without limitation, the following:

(i) commercial general liability insurance with a minimum coverage amount of Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate;

(ii) cyber liability and technology errors and omissions insurance with a minimum coverage amount of Ten Million Dollars ($10,000,000) per claim and in the aggregate;

(iii) directors and officers liability insurance with a minimum coverage amount of Five Million Dollars ($5,000,000) per claim and in the aggregate;

(iv) property and casualty insurance covering all material tangible assets of the Borrower; and

(v) workers' compensation insurance as required by applicable law.

All such insurance policies are in full force and effect, all premiums due and payable thereon have been paid, and the Borrower is not in default under any of such policies. The Collateral Agent has been named as an additional insured and/or loss payee, as applicable, on such policies as required by the Credit Agreement and the Security Agreement.

(d) Subsidiaries. The undersigned hereby certifies that, as of the date hereof, the Borrower has no Subsidiaries. The Borrower does not own, directly or indirectly, any equity interest in, or any interest convertible into or exchangeable for any equity interest in, any other corporation, partnership, limited liability company, joint venture, association, or other business entity.

(e) EIN and Organizational Information.

The undersigned hereby certifies the following organizational and identifying information with respect to the Borrower:

(i) Employer Identification Number: 82-4917356

(ii) Delaware File Number: 6284501

(iii) Jurisdiction of Incorporation: State of Delaware

(iv) Principal Place of Business and Chief Executive Office: 2180 Gateway Boulevard, Suite 400, San Jose, CA 95110

(v) Registered Agent in Delaware: Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904

(vi) Organizational Form: Corporation

(vii) Exact Legal Name: Lumos Analytics Inc.

The Borrower has not, during the five (5) years preceding the date hereof, changed its name, jurisdiction of organization, or organizational structure, and has not merged with or into any other entity.

The undersigned has reviewed the terms of the Credit Agreement and the other Loan Documents and has made, or caused to be made under the undersigned's supervision, a review in reasonable detail of the transactions and condition of the Borrower as of and during the period covered by this Certificate. Such review has been made to determine whether, during such period, the Borrower has performed and observed all of its obligations under the Loan Documents. Based on such review, the undersigned has no knowledge of any failure by the Borrower to perform or observe any of the terms, covenants, conditions, or provisions of the Credit Agreement or any of the other Loan Documents.

The undersigned is delivering this Certificate in his capacity as General Counsel and Secretary of the Borrower and not in his individual capacity, and the undersigned shall have no personal liability with respect to any of the certifications or statements made herein.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.

LUMOS ANALYTICS INC.

By: ________

Name: Marcus Delaney

Title: General Counsel and Secretary

COUNTER-CERTIFICATION OF INCUMBENCY OF THE SECRETARY

The undersigned, Arjun Malhotra, Chief Executive Officer of Lumos Analytics Inc., hereby certifies that Marcus Delaney is the duly appointed General Counsel and Secretary of Lumos Analytics Inc., that he holds such offices as of the date hereof, and that the signature set forth on the preceding page above his name is his true and genuine signature. The undersigned further certifies that Marcus Delaney is duly authorized to execute and deliver the foregoing Officer's Certificate on behalf of the Borrower.

By: ________

Name: Arjun Malhotra

Title: Chief Executive Officer and Co-Founder

Date: March 9, 2023

LIST OF EXHIBITS

The following Exhibits are attached hereto and incorporated herein by reference:

Exhibit A — Certificate of Incorporation of Lumos Analytics Inc. (as amended and/or restated), as filed with the Secretary of State of the State of Delaware (File Number 6284501)

Exhibit B — Bylaws of Lumos Analytics Inc. (as amended and/or restated), currently in full force and effect

Exhibit C — Resolutions of the Board of Directors of Lumos Analytics Inc. (adopted by unanimous written consent effective as of March 5, 2023), authorizing the entry into the Credit Facility and the execution and delivery of the Loan Documents

Prepared by Daniel Obi, Calderwood & Harkness LLP, 555 Mission Street, Suite 3100, San Francisco, CA 94105	C&H Matter No. 1008-00001
Name	Title	Specimen Signature
Arjun Malhotra	Chief Executive Officer and Co-Founder	______
Catherine Lindgren	Chief Financial Officer	______

OFFICER'S CERTIFICATE OF LUMOS ANALYTICS INC.
Delivered Pursuant to Section 4.01(e) of the Revolving Credit Agreement dated as of March 9, 2023
March 9, 2023
Ridgeline National Bank, National Association as Administrative Agent 600 Lexington Avenue, 22nd Floor New York, NY 10022
Ladies and Gentlemen:
Reference is made to that certain Revolving Credit Agreement, dated as of March 9, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Lumos Analytics Inc., a Delaware corporation (the "Borrower"), Ridgeline National Bank, National Association, as Administrative Agent (in such capacity, the "Administrative Agent"), as Collateral Agent (in such capacity, the "Collateral Agent"), and as Lender (in such capacity, the "Lender").
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.
The undersigned, Marcus Delaney, General Counsel and Secretary of the Borrower, hereby certifies as follows in connection with the initial extension of credit under the Credit Agreement on the date hereof:
RECITALS
A. The Borrower, the Administrative Agent, the Collateral Agent, and the Lender have entered into the Credit Agreement, pursuant to which the Lender has agreed to make available to the Borrower a senior secured revolving credit facility in an aggregate principal amount of up to Thirty Million Dollars ($30,000,000) (the "Credit Facility"), subject to the terms and conditions set forth therein.
B. This Officer's Certificate (this "Certificate") is delivered pursuant to Section 4.01(e) of the Credit Agreement as a condition precedent to the initial extension of credit thereunder on the Closing Date (March 9, 2023). Section 4.01(e) of the Credit Agreement requires that the Administrative Agent shall have received, on or before the Closing Date, a certificate of a Responsible Officer of the Borrower, in form and substance satisfactory to the Administrative Agent, certifying as to certain matters set forth therein.
C. The undersigned is the duly appointed General Counsel and Secretary of the Borrower and is authorized to execute and deliver this Certificate on behalf of the Borrower pursuant to the resolutions of the Board of Directors of the Borrower described in Section 2 below and in accordance with the Bylaws of the Borrower.
D. The Borrower is entering into, and will execute and deliver on the Closing Date, the following documents (collectively, together with the Credit Agreement, the "Loan Documents"):
(i) the Credit Agreement;
(ii) the Security Agreement, dated as of March 9, 2023, by and between the Borrower and Ridgeline National Bank, National Association, as Collateral Agent (the "Security Agreement"), pursuant to which the Borrower has granted to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in substantially all of the assets of the Borrower;
(iii) the intellectual Property Security Agreement, dated as of March 9, 2023, by and between the Borrower and Ridgeline National Bank, National Association, as Collateral Agent (the "IP Security Agreement"), pursuant to which the Borrower has granted to the Collateral Agent, for the benefit of the Secured Parties, a first-priority security interest in all of the Borrower's intellectual property, including patents, trademarks, copyrights, and trade secrets; and
(iv) all other agreements, instruments, documents, and certificates executed and delivered by the Borrower in connection with the foregoing.
Now, therefore, the undersigned hereby certifies as follows:
CERTIFICATIONS
Section 1. Certification of Organizational Documents.
(a) Certificate of Incorporation.
The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Lumos Analytics Inc. as filed with the Secretary of State of the State of Delaware (File Number 6284501), together with all amendments and restatements thereto through the date hereof (collectively, the "Charter"). The Charter is in full force and effect as of the date hereof and has not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached thereto. No proceedings have been taken or are pending or contemplated for the dissolution, liquidation, or winding up of the Borrower, whether voluntarily or involuntarily, and no steps have been taken by any person to revoke, annul, or otherwise terminate the Charter.
(b) Bylaws.  The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Lumos Analytics Inc. as currently in effect (the "Bylaws"). The Bylaws are in full force and effect as of the date hereof and have not been amended, restated, supplemented, or otherwise modified since the date of the last amendment attached thereto. No action has been taken by the Board of Directors or the stockholders of the Borrower to amend, restate, supplement, or otherwise modify the Bylaws, and no such amendment, restatement, supplement, or modification is currently pending or contemplated.
(c) Good Standing.
The undersigned hereby certifies that the Borrower is a corporation validly existing and in good standing under the laws of the State of Delaware, which is its jurisdiction of incorporation. The Borrower is duly qualified to transact business as a foreign corporation and is in good standing in the State of California, where the Borrower's principal place of business and chief executive office is located at 2180 Gateway Boulevard, Suite 400, San Jose, CA 95110. The Borrower is duly qualified to do business and in good standing in each other jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing could not reasonably be expected to have a Material Adverse Effect.
In connection with the foregoing, good standing certificates (or certificates of status or existence, as applicable) from the Secretary of State of the State of Delaware and the Secretary of State of the State of California, each dated within ten (10) Business Days of the Closing Date, have been separately delivered to the Administrative Agent. Such certificates confirm the good standing of the Borrower in each such jurisdiction as of the respective dates thereof.
Section 2. Certification of Board Resolutions.
The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of Lumos Analytics Inc. (the "Resolutions"). The Resolutions were adopted by unanimous written consent of the Board of Directors effective as of March 5, 2023, in accordance with Section 141(f) of the Delaware General Corporation Law and the Bylaws of the Borrower.
The Resolutions, among other things, authorize:
(i) the Borrower's entry into the Credit Agreement and each of the other Loan Documents, including the Security Agreement and the intellectual Property Security Agreement, and the performance by the Borrower of its obligations thereunder;
(ii) the borrowings and other extensions of credit under the Credit Agreement in an aggregate principal amount of up to Thirty Million Dollars ($30,000,000), including the making of borrowing requests, the issuance of compliance certificates, and the taking of all other actions contemplated by the Credit Agreement in connection with such borrowings and extensions of credit;
(iii) the granting of first-priority security interests in substantially all assets of the Borrower to Ridgeline National Bank, National Association, as Collateral Agent, for the benefit of the Secured Parties, including without limitation security interests in all personal property, real property interests (if any), intellectual property (including patents, patent applications, trademarks, trademark applications, copyrights, copyright registrations, trade secrets, and domain names), accounts, chattel paper, deposit accounts, securities accounts, general intangibles, inventory, equipment, and all proceeds and products thereof;
(iv) the execution and delivery of all documents and instruments contemplated by the Loan Documents in connection with the perfection of the security interests granted pursuant to the Security Agreement and the intellectual Property Security Agreement, including without limitation UCC-1 financing statements to be filed with the Secretary of State of the State of Delaware and the Secretary of State of the State of California, deposit account control agreements with respect to the Borrower's deposit accounts, and filings and recordations with the United States Patent and Trademark Office and the United States Copyright Office; and
(v) the designation of the Authorized Officers (as set forth in Section 3 below) to execute and deliver the Loan Documents and any and all certificates, notices, borrowing requests, compliance certificates, and other documents and instruments on behalf of the Borrower as such Authorized Officers shall deem necessary, advisable, or appropriate in connection with the Credit Facility and the Loan Documents.
The undersigned further certifies that the Resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board of Directors of the Borrower, whether by action at a meeting or by written consent, that would conflict with, limit, or in any way impair the authority granted by the Resolutions. The Resolutions constitute all of the corporate authorization necessary for the Borrower to enter into, execute, deliver, and perform its obligations under the Credit Agreement and each of the other Loan Documents.
Section 3. Incumbency and Specimen Signatures.
The undersigned hereby certifies that each of the following persons is a duly elected or appointed officer of Lumos Analytics Inc. holding the office set forth opposite his or her name below as of the date hereof, and the signature set forth opposite his or her name below is the true and genuine signature of such person:
Each of the foregoing officers (each, an "Authorized Officer") is authorized to execute and deliver, on behalf of the Borrower, the Credit Agreement, the Security Agreement, the intellectual Property Security Agreement, and each other Loan Document to which the Borrower is a party, and to execute and deliver borrowing requests, compliance certificates, officer's certificates, payoff letters, subordination agreements, and all other documents and instruments contemplated by or delivered in connection with the Loan Documents. Each Authorized Officer is further authorized to take any and all actions on behalf of the Borrower as may be necessary, advisable, or appropriate in connection with the Credit Facility and the transactions contemplated by the Loan Documents.
The authority of each such Authorized Officer to act on behalf of the Borrower in the capacity set forth above shall remain in full force and effect until the Administrative Agent receives written notice from the Borrower, duly executed by the Secretary or an Assistant Secretary of the Borrower, revoking, modifying, or otherwise terminating the authority of any such Authorized Officer. The Administrative Agent shall be entitled to rely on the authority of each such Authorized Officer as set forth herein until such written notice is received, regardless of whether any such Authorized Officer shall have ceased to hold such office.
Section 4. No Default Certification.
The undersigned hereby certifies that, as of the date hereof and after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents, including the initial extension of credit thereunder:
(a) No Default or Event of Default (as each such term is defined in the Credit Agreement) has occurred and is continuing, or would result from the execution and delivery of the Loan Documents or from the initial extension of credit under the Credit Agreement on the Closing Date. The Borrower is not in default under any material agreement, instrument, or obligation to which it is a party or by which it or any of its properties may be bound, where such default, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(b) The Borrower is in compliance in all material respects with all terms, covenants, conditions, and provisions of the Credit Agreement and the other Loan Documents that are applicable to the Borrower on the date hereof, including without limitation the financial covenants set forth in Article VII of the Credit Agreement (to the extent applicable on the Closing Date) and the affirmative and negative covenants set forth in Articles V and VI thereof.
(c) No event has occurred, and no condition exists, that, with the giving of notice, the lapse of time, or both, would constitute a Default or an Event of Default under the Credit Agreement or any other Loan Document. The Borrower has no knowledge of any facts or circumstances that could reasonably be expected to give rise to a Default or Event of Default.
Section 5. Representations and Warranties.
The undersigned hereby certifies that each of the representations and warranties made by the Borrower in Article III of the Credit Agreement and in each other Loan Document to which the Borrower is a party is true and correct in all material respects as of the date hereof (except to the extent that (x) such representations and warranties are qualified by materiality, Material Adverse Effect, or similar qualifications, in which case such representations and warranties are true and correct in all respects, and (y) such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, if qualified by materiality, Material Adverse Effect, or similar qualifications, in all respects) as of such earlier date), in each case with the same force and effect as though made on and as of the date hereof.
Without limiting the generality of the foregoing, the undersigned specifically confirms the following:
(i) Organization; Existence; Good Standing. The Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Borrower has the corporate power and authority to own its properties and assets and to carry on its business as presently conducted.
(ii) Authorization; No Conflict. The execution, delivery, and performance by the Borrower of the Loan Documents to which it is a party have been duly authorized by all necessary corporate action, including the Resolutions described in Section 2 above, and do not and will not (A) contravene, conflict with, or result in a violation of any provision of the Borrower's Certificate of Incorporation or Bylaws, (B) contravene, conflict with, or result in a violation of, or constitute a default (with or without the giving of notice or lapse of time, or both) under, any material agreement, indenture, lease, license, instrument, or other obligation to which the Borrower is a party or by which it or any of its properties may be bound or affected, or (C) violate any applicable law, rule, regulation, order, writ, judgment, injunction, decree, or award binding upon the Borrower or any of its properties.
(iii) Governmental Approvals. No consent, approval, authorization, license, permit, or order of, or filing, registration, or qualification with, any governmental authority or regulatory body is required in connection with the execution, delivery, or performance by the Borrower of the Loan Documents or the grant of the security interests contemplated thereby, other than (A) UCC-1 financing statement filings with the Secretary of State of the State of Delaware and the Secretary of State of the State of California, (B) filings and recordations with the United States Patent and Trademark Office and the United States Copyright Office in respect of the intellectual property security interests granted pursuant to the IP Security Agreement, and (C) such other filings, registrations, or qualifications that have been obtained or made and are in full force and effect as of the date hereof.
(iv) Financial Statements. The financial statements most recently delivered to the Administrative Agent, consisting of the audited consolidated financial statements of the Borrower for the fiscal year ended December 31, 2022, which were prepared by Brindoval Thornton LLP, the Borrower's independent registered public accounting firm, in accordance with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis, fairly present in all material respects the financial condition, results of operations, and cash flows of the Borrower as of the dates and for the periods indicated therein. The Borrower has no material liabilities, contingent or otherwise, that are not reflected or reserved against in such financial statements other than liabilities incurred in the ordinary course of business since December 31, 2022.
(v) No Material Adverse Change. No Material Adverse Effect has occurred, and no material adverse change in the business, operations, assets, financial condition, or prospects of the Borrower has occurred, since December 31, 2022. Since such date, the Borrower has conducted its business in the ordinary course consistent with past practice, and there has been no event, development, circumstance, or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect.
Section 6. Additional Certifications.
(a) Solvency.  The undersigned hereby certifies that, as of the date hereof and after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents (including the incurrence of all indebtedness and obligations being incurred in connection therewith and the grant of the security interests contemplated thereby), the Borrower is Solvent (as such term is defined in the Credit Agreement). Without limiting the foregoing, (i) the fair value of the assets of the Borrower exceeds the total amount of its liabilities (including contingent and unliquidated liabilities), (ii) the present fair saleable value of the assets of the Borrower is greater than the amount that will be required to pay the probable liability on its existing debts and other liabilities (including contingent and unliquidated liabilities) as they become absolute and matured, (iii) the Borrower is able to realize upon its assets and pay its debts and other liabilities (including contingent and unliquidated liabilities) as they mature in the normal course of business, (iv) the Borrower does not intend to, and does not believe that it will, incur debts or liabilities beyond its ability to pay such debts and liabilities as they mature, and (v) the Borrower is not engaged in, and is not about to engage in, a business or a transaction for which its property would constitute an unreasonably small capital.
(b) No Litigation.
The undersigned hereby certifies that, as of the date hereof, no action, suit, proceeding, claim, arbitration, or investigation (whether at law or in equity, whether civil or criminal) is pending or, to the knowledge of the undersigned after due inquiry, threatened against the Borrower, its directors, its officers, or any of its properties or assets, before any court, tribunal, governmental body, agency, commission, or regulatory authority, that (i) could reasonably be expected to have a Material Adverse Effect, (ii) questions the validity, binding effect, or enforceability of any of the Loan Documents, or (iii) seeks to prevent, enjoin, or materially delay the consummation of the transactions contemplated by the Credit Agreement or any other Loan Document. There are no outstanding orders, judgments, injunctions, awards, or decrees of any court, governmental authority, or arbitration tribunal against or affecting the Borrower or any of its properties or assets that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
(c) Insurance.  The undersigned hereby certifies that the Borrower maintains insurance with Broadleaf Mutual Insurance Company and other financially sound and reputable insurers in such amounts, with such deductibles, and covering such risks as are customarily carried by companies of similar size engaged in the same or similar businesses and similarly situated, all in accordance with the requirements of Section 5.06 of the Credit Agreement. Such insurance coverage includes, without limitation, the following:
(i) commercial general liability insurance with a minimum coverage amount of Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate;
(ii) cyber liability and technology errors and omissions insurance with a minimum coverage amount of Ten Million Dollars ($10,000,000) per claim and in the aggregate;
(iii) directors and officers liability insurance with a minimum coverage amount of Five Million Dollars ($5,000,000) per claim and in the aggregate;
(iv) property and casualty insurance covering all material tangible assets of the Borrower; and
(v) workers' compensation insurance as required by applicable law.
All such insurance policies are in full force and effect, all premiums due and payable thereon have been paid, and the Borrower is not in default under any of such policies. The Collateral Agent has been named as an additional insured and/or loss payee, as applicable, on such policies as required by the Credit Agreement and the Security Agreement.
(d) Subsidiaries.  The undersigned hereby certifies that, as of the date hereof, the Borrower has no Subsidiaries. The Borrower does not own, directly or indirectly, any equity interest in, or any interest convertible into or exchangeable for any equity interest in, any other corporation, partnership, limited liability company, joint venture, association, or other business entity.
(e) EIN and Organizational Information.
The undersigned hereby certifies the following organizational and identifying information with respect to the Borrower:
(i) Employer Identification Number: 82-4917356
(ii) Delaware File Number: 6284501
(iii) Jurisdiction of Incorporation: State of Delaware
(iv) Principal Place of Business and Chief Executive Office: 2180 Gateway Boulevard, Suite 400, San Jose, CA 95110
(v) Registered Agent in Delaware: Capitol Registered Agents LLC, 850 New Burton Road, Suite 201, Dover, DE 19904
(vi) Organizational Form: Corporation
(vii) Exact Legal Name: Lumos Analytics Inc.
The Borrower has not, during the five (5) years preceding the date hereof, changed its name, jurisdiction of organization, or organizational structure, and has not merged with or into any other entity.
The undersigned has reviewed the terms of the Credit Agreement and the other Loan Documents and has made, or caused to be made under the undersigned's supervision, a review in reasonable detail of the transactions and condition of the Borrower as of and during the period covered by this Certificate. Such review has been made to determine whether, during such period, the Borrower has performed and observed all of its obligations under the Loan Documents. Based on such review, the undersigned has no knowledge of any failure by the Borrower to perform or observe any of the terms, covenants, conditions, or provisions of the Credit Agreement or any of the other Loan Documents.
The undersigned is delivering this Certificate in his capacity as General Counsel and Secretary of the Borrower and not in his individual capacity, and the undersigned shall have no personal liability with respect to any of the certifications or statements made herein.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.
LUMOS ANALYTICS INC.
By: ________
Name: Marcus Delaney
Title: General Counsel and Secretary
COUNTER-CERTIFICATION OF INCUMBENCY OF THE SECRETARY
The undersigned, Arjun Malhotra, Chief Executive Officer of Lumos Analytics Inc., hereby certifies that Marcus Delaney is the duly appointed General Counsel and Secretary of Lumos Analytics Inc., that he holds such offices as of the date hereof, and that the signature set forth on the preceding page above his name is his true and genuine signature. The undersigned further certifies that Marcus Delaney is duly authorized to execute and deliver the foregoing Officer's Certificate on behalf of the Borrower.
By: ________
Name: Arjun Malhotra
Title: Chief Executive Officer and Co-Founder
Date: March 9, 2023
LIST OF EXHIBITS
The following Exhibits are attached hereto and incorporated herein by reference:
Exhibit A — Certificate of Incorporation of Lumos Analytics Inc. (as amended and/or restated), as filed with the Secretary of State of the State of Delaware (File Number 6284501)
Exhibit B — Bylaws of Lumos Analytics Inc. (as amended and/or restated), currently in full force and effect
Exhibit C — Resolutions of the Board of Directors of Lumos Analytics Inc. (adopted by unanimous written consent effective as of March 5, 2023), authorizing the entry into the Credit Facility and the execution and delivery of the Loan Documents
Prepared by Daniel Obi, Calderwood & Harkness LLP, 555 Mission Street, Suite 3100, San Francisco, CA 94105 | C&H Matter No. 1008-00001
Name | Title | Specimen Signature
Arjun Malhotra | Chief Executive Officer and Co-Founder | ______
Catherine Lindgren | Chief Financial Officer | ______

OFFICER'S CERTIFICATE OF LUMOS ANALYTICS INC.

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LUMOS ANALYTICS INC.

COUNTER-CERTIFICATION OF INCUMBENCY OF THE SECRETARY

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