1008-00002 · Lumos Analytics Inc · Governance Documents

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RESOLUTIONS OF THE BOARD OF DIRECTORS OF LUMOS ANALYTICS INC.

Approval of Registration Statement on Form S-1, Underwriting Agreement, and Related Matters

The undersigned, being all of the members of the Board of Directors (the "Board") of Lumos Analytics Inc., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and Article IV, Section 4.11 of the Company's Amended and Restated Bylaws, which provisions permit any action required or permitted to be taken at any meeting of the Board of Directors to be taken without a meeting if all members of the Board consent thereto in writing, do hereby adopt the following resolutions by unanimous written consent, effective as of January 7, 2022, prior to the confidential submission of the draft Registration Statement (as defined below) on January 10, 2022. This action by written consent shall have the same force and effect as if adopted at a duly convened meeting of the Board of Directors at which a quorum was present and acting throughout.

RECITALS

WHEREAS, the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with its principal executive offices located at 450 Folsom Street, Suite 1200, San Francisco, California 94105, and assigned Employer Identification Number 82-3194567 and Delaware Secretary of State File Number 6281934; and

WHEREAS, by resolutions duly adopted by the Board of Directors on July 15, 2021, the Board authorized management of the Company to explore the feasibility and desirability of conducting an initial public offering of the Company's equity securities and to engage financial advisors and underwriters in connection therewith; and

WHEREAS, by subsequent resolutions duly adopted by the Board of Directors on November 12, 2021, the Board authorized management and issuer's counsel to commence preparation of a Registration Statement on Form S-1 under the Securities Act of 1933, as amended (the "Securities Act"), and to take such preliminary steps as management deemed necessary or appropriate to advance the Company's readiness for an initial public offering; and

WHEREAS, the Company proposes to conduct an initial public offering (the "IPO" or the "Offering") of shares of its Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), to be listed on the Nasdaq Global Select Market under the proposed ticker symbol "LMSA." The Offering will consist of (i) 12,941,176 shares of Class A Common Stock to be issued and sold by the Company (the "Primary Shares") and (ii) up to 3,500,000 shares of Class A Common Stock to be sold by certain selling stockholders, including Velthryn Venture Partners Fund IV, L.P. (2,000,000 shares) and Arclight Equity Group Fund VII, L.P. (1,500,000 shares) (together, the "Secondary Shares," and together with the Primary Shares, the "Firm Shares"). The total base offering is 16,441,176 shares of Class A Common Stock. In addition, the Company and the selling stockholders will grant the Underwriters (as defined below) an overallotment option to purchase up to an additional 2,466,176 shares of Class A Common Stock, representing fifteen percent (15%) of the total base shares offered (the "Option Shares"). The preliminary public offering price is expected to be within a range of $16.00 to $18.00 per share, targeting gross proceeds to the Company of approximately $220,000,000 from the sale of the Primary Shares at the midpoint price of $17.00 per share (before deducting underwriting discounts, commissions, and estimated offering expenses); and

WHEREAS, in connection with the Offering, the Company has engaged Calderwood & Harkness LLP ("Calderwood & Harkness") as issuer's counsel, such engagement having been opened on November 8, 2021, under Matter Number 1008-00002. Pinnacle Securities LLC ("Pinnacle") will serve as the lead book-running managing underwriter, Whitfield & Company LLC ("Whitfield") will serve as joint book-running managing underwriter, and Graystone Capital Markets Inc. ("Graystone") will serve as co-manager (Pinnacle, Whitfield, and Graystone are collectively referred to herein as the "Underwriters"). Hargrove & Liddell LLP is serving as counsel to the Underwriters. Meridian & Howe LLP ("Meridian & Howe") serves as the Company's independent registered public accounting firm and will provide audit services, comfort letters, and consent for incorporation by reference into the Registration Statement (as defined below); and

WHEREAS, in connection with the Offering, the Company proposes to file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-1 (together with all exhibits, schedules, amendments, and supplements thereto, the "Registration Statement") under the Securities Act, including an initial confidential draft registration statement submission pursuant to Section 6(e) of the Securities Act and the rules and regulations of the SEC promulgated thereunder. A substantially complete draft of the Registration Statement (the "Draft S-1"), including the prospectus forming a part thereof, has been circulated to and reviewed by the members of the Board, with the first draft having been circulated on December 6, 2021, and subsequent revised drafts having been circulated on December 20, 2021, and January 3, 2022, respectively; and

WHEREAS, in connection with the Offering, the Company, the selling stockholders identified above, and the Underwriters will enter into an underwriting agreement (the "Underwriting Agreement") providing for a firm-commitment underwriting of the shares offered in the Offering at an underwriting discount of six and one-half percent (6.5%) of the public offering price per share. A draft of the Underwriting Agreement, prepared by Hargrove & Liddell LLP as counsel to the Underwriters and reviewed by Calderwood & Harkness as issuer's counsel, has been circulated to and reviewed by the members of the Board; and

WHEREAS, in connection with the IPO, the Company proposes to adopt an Amended and Restated Certificate of Incorporation (the "Restated Charter") that will provide for a dual-class common stock structure consisting of: (a) Class A Common Stock, par value $0.0001 per share, entitled to one (1) vote per share, which will be the class of stock publicly offered and sold in the Offering; and (b) Class B Common Stock, par value $0.0001 per share, entitled to ten (10) votes per share, which will be held by the Company's co-founders, Priya Subramanian and Marcus Henley. The Restated Charter will include a sunset provision providing for the automatic conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis upon the earliest to occur of: (i) the date that is seven (7) years after the closing of the IPO; (ii) the date on which any share of Class B Common Stock is transferred to a person or entity that is not a "Permitted Transferee" as defined in the Restated Charter; or (iii) the date on which the co-founders collectively hold less than ten percent (10%) of the total number of shares of all classes of common stock then outstanding. The stockholders of the Company have adopted or will adopt the Restated Charter by written consent, which Restated Charter shall become effective immediately prior to the closing of the IPO; and

WHEREAS, the Board has reviewed and carefully considered, with the benefit of presentations by management, Calderwood & Harkness as issuer's counsel, Pinnacle as lead book-running managing underwriter, and Meridian & Howe as the Company's independent registered public accounting firm, the terms of the Offering, the Registration Statement (including the prospectus forming a part thereof), the form of Underwriting Agreement, and related matters described herein, and has determined that the Offering and the transactions contemplated thereby are advisable and in the best interests of the Company and its stockholders.

RESOLVING CLAUSES

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the Company hereby adopts the following resolutions:

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 with Calderwood & Harkness LLP as issuer's counsel, be, and hereby is, in all respects approved; and it is further

RESOLVED, that the initial confidential submission of the Draft Registration Statement to the SEC pursuant to Section 6(e) of the Securities Act (and Rule 405 promulgated thereunder), together with any subsequent confidential submissions of amendments or supplements thereto, be, and hereby is, authorized and approved; and it is further

RESOLVED, that the public filing of the Registration Statement, including any and all pre-effective amendments and post-effective amendments thereto, with the SEC via the SEC's Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") be, and hereby is, authorized and approved. For reference, upon filing, the Registration Statement is expected to be assigned SEC File Number 333-264518 and the Company is expected to be assigned Central Index Key ("CIK") Number 0001923847, or such other file and CIK numbers as may be assigned by the SEC.

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 directed to execute and deliver the Registration Statement and any and all amendments thereto, including pre-effective and post-effective amendments, on behalf of the Company, and to file or cause to be filed the same with the SEC; and it is further

RESOLVED, that each Authorized Officer, acting individually, is further authorized and directed to execute and file, or cause to be executed and filed, with the SEC any and all exhibits, consents, certifications, applications, correspondence, undertakings, and other documents or instruments required or deemed advisable in connection with the Registration Statement and the Offering, including without limitation any certifications required under Item 601 of Regulation S-K, any applications for acceleration of effectiveness of the Registration Statement pursuant to Rule 461 under the Securities Act, and any supplemental information requested by the staff of the SEC.

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 or her capacity as a director of the Company), to execute, deliver, and file the Registration Statement and any and all amendments thereto, including pre-effective and post-effective amendments, and to file the same, together with all exhibits thereto and all other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person; and it is further

RESOLVED, that the power of attorney granted herein shall remain in full force and effect until revoked by the grantor thereof in a signed writing delivered to the Company's General Counsel and Corporate Secretary, and the power of attorney granted herein shall not be affected by the disability or incapacity of the grantor. Any person dealing with any of the attorneys-in-fact and agents named herein may rely on the authority granted herein without further inquiry.

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 and reviewed by the Board, with such changes, additions, deletions, and modifications thereto as may be approved by the Authorized Officers in consultation with Calderwood & Harkness LLP, be, and hereby is, in all respects approved; and it is further

RESOLVED, that the Underwriting Agreement provides for, among other things:

(a) the sale by the Company of 12,941,176 Primary Shares and the sale by the selling stockholders of up to 3,500,000 Secondary Shares;

(b) the grant by the Company and the selling stockholders to the Underwriters of an overallotment option to purchase up to an additional 2,466,176 shares of Class A Common Stock (the "Option Shares"), exercisable in whole or in part at any time within thirty (30) days after the date of the final prospectus;

(c) an underwriting discount equal to six and one-half percent (6.5%) of the public offering price per share, representing an estimated aggregate underwriting discount of approximately $14,300,000 on the Primary Shares at the midpoint price of $17.00 per share, and a corresponding proportionate discount on the Secondary Shares and any Option Shares sold;

(d) customary representations and warranties by the Company and the selling stockholders regarding, among other things, the organization and standing of the Company, the accuracy and completeness of the Registration Statement, the authorization and validity of the shares to be sold, compliance with applicable laws, and the absence of material misstatements or omissions;

(e) customary conditions to closing, including the delivery of comfort letters from Meridian & Howe LLP, legal opinions from Calderwood & Harkness LLP and Hargrove & Liddell LLP, officers' certificates, and other customary closing deliverables;

(f) customary indemnification and contribution provisions for the benefit of the Underwriters, the Company, and the selling stockholders; and

(g) such other terms and conditions as are customary for firm-commitment underwritten initial public offerings of this size and nature;

and it is further

RESOLVED, that each Authorized Officer, acting individually, be, and hereby is, authorized and empowered, for and on behalf of the Company, to execute and deliver the Underwriting Agreement at such time and on such date as the final public offering price per share and the final number of shares to be offered and sold are determined, and to take all actions necessary or appropriate in connection with the closing of the transactions contemplated by the Underwriting Agreement.

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 Lau

• Diane Ochoa

and it is further

RESOLVED, that the Pricing Committee be, and hereby is, authorized and empowered to take the following actions in connection with the Offering:

(a) Determination of Final Price. To determine the final public offering price per share of the Class A Common Stock, provided that such price shall be within the range of $16.00 to $18.00 per share, or within such adjusted range as the Pricing Committee may approve; provided, however, that any adjusted range shall not be more than twenty percent (20%) below the low end of the preliminary range (i.e., not below $12.80 per share) or more than twenty percent (20%) above the high end of the preliminary range (i.e., not above $21.60 per share) without further approval of the full Board of Directors;

(b) Determination of Final Number of Shares. To determine the final number of Primary Shares to be issued and sold by the Company, provided that the aggregate gross proceeds to the Company from the sale of Primary Shares shall not exceed $253,000,000 (reflecting the high end of the preliminary price range multiplied by the maximum number of Primary Shares, inclusive of the full exercise of the overallotment option with respect to the Company's shares) without further approval of the full Board of Directors;

(c) Overallotment Option. To determine whether to exercise, and the extent of any exercise of, the overallotment option granted to the Underwriters pursuant to the Underwriting Agreement, and to allocate any Option Shares as between shares to be sold by the Company and shares to be sold by the selling stockholders;

(d) Modifications to Underwriting Agreement. To approve any changes, modifications, or additions to the terms and conditions of the Underwriting Agreement that the Pricing Committee, in consultation with Calderwood & Harkness LLP, deems necessary, appropriate, or desirable in connection with the pricing and closing of the Offering;

(e) Execution and Delivery. To authorize the execution and delivery of the Underwriting Agreement, in final form, and all related documents, certificates, and instruments at the time of pricing;

and it is further

RESOLVED, that any two (2) members of the Pricing Committee shall constitute a quorum for the transaction of business, and the act of a majority of the members of the Pricing Committee present at a meeting at which a quorum is present shall constitute the act of the Pricing Committee. The Pricing Committee may act by telephonic or video conference and may act by unanimous written consent in lieu of a meeting. The Pricing Committee shall be automatically dissolved upon the earlier of (i) the closing of the Offering and (ii) the abandonment of the Offering by the Board.

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 common stock, or any securities convertible into or exercisable or exchangeable for common stock, for a period of one hundred eighty (180) days following the date of the final prospectus relating to the Offering, in favor of Pinnacle Securities LLC as representative of the Underwriters, be, and hereby is, in all respects approved; and it is further

RESOLVED, that the Lock-Up Agreement includes customary carve-outs and exceptions, including but not limited to (a) transfers for bona fide estate planning purposes to immediate family members, trusts, or family entities, subject to the transferee entering into a lock-up agreement on substantially similar terms, (b) charitable gifts and donations, subject to the transferee entering into a lock-up agreement on substantially similar terms, (c) the exercise of stock options or the settlement of restricted stock units outstanding on the date of the Lock-Up Agreement (provided that any shares received upon such exercise or settlement shall remain subject to the lock-up), and (d) transfers pursuant to a domestic relations order, and further provides that Pinnacle Securities LLC may, in its sole discretion and at any time, release any or all of the shares subject to the Lock-Up Agreement from the restrictions contained therein; and it is further

RESOLVED, that each director and executive officer of the Company be, and hereby is, authorized and directed to execute and deliver the Lock-Up Agreement in connection with the Offering.

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, and supporting documentation required by The Nasdaq Stock Market LLC in connection with such listing; and it is further

RESOLVED, that the officers of the Company are authorized to pay the Nasdaq initial listing fee, currently estimated at approximately $295,000, and any subsequent annual listing fees, and to take all such further actions and execute all such further documents as may be necessary or appropriate to effect and maintain the listing of the Class A Common Stock on the Nasdaq Global Select Market.

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 of them hereby is, authorized and directed to negotiate, execute, and deliver, on behalf of the Company, a transfer agency agreement and any related documents, fee schedules, or instruments with Broadleaf Transfer Services Inc. on such terms as the Authorized Officers deem appropriate, and to take all actions necessary or appropriate to effect the appointment of Broadleaf Transfer Services Inc. as transfer agent and registrar.

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 public offering; and it is further

RESOLVED, that the Company is authorized to procure the D&O Policy with Terrace Hill Insurance Group Ltd., acting through its United States subsidiary, Terrace Hill Insurance Company of America, or with such other nationally recognized insurance carrier as management deems appropriate in consultation with the Company's insurance advisors, with an aggregate coverage limit of up to Thirty Million Dollars ($30,000,000), including a six-year tail (run-off) provision, at an annualized premium not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) for the initial policy term, or on such other terms as management deems reasonable and in the best interests of the Company. The Authorized Officers are authorized to execute and deliver any applications, binders, policies, and related documentation in connection with the D&O Policy.

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 Common Stock (one vote per share) and Class B Common Stock (ten votes per share);

(b) the authorization of 500,000,000 shares of common stock, par value $0.0001 per share, consisting of 450,000,000 shares of Class A Common Stock and 50,000,000 shares of Class B Common Stock;

(c) the authorization of 50,000,000 shares of preferred stock, par value $0.0001 per share, issuable in one or more series at the discretion of the Board;

(d) the Class B Common Stock sunset provisions described in the recitals hereto, providing for automatic conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock upon the occurrence of certain specified events;

(e) a provision pursuant to Section 102(b)(7) of the DGCL eliminating or limiting the personal liability of directors of the Company for monetary damages for breach of fiduciary duty as a director, to the fullest extent permitted by the DGCL as it now exists or may hereafter be amended; and

(f) such other provisions as are customary for Delaware corporations completing an initial public offering and listing on the Nasdaq Global Select Market;

be, and hereby is, in all respects approved. The Restated Charter shall become effective upon the filing thereof with the Secretary of State of the State of Delaware, which filing shall occur immediately prior to or concurrently with the closing of the IPO, subject to the approval of the stockholders of the Company. The Authorized Officers are authorized and directed to cause the Restated Charter to be filed with the Secretary of State of the State of Delaware at the appropriate time.

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 meeting of stockholders;

(b) an exclusive forum selection clause designating the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court or the federal courts located within the State of Delaware) as the sole and exclusive forum for certain stockholder disputes and derivative actions;

(c) proxy access provisions permitting eligible stockholders to include director nominees in the Company's proxy materials under specified conditions;

(d) annual meeting procedures consistent with the applicable listing requirements of the Nasdaq Global Select Market; and

(e) such other provisions as are customary for Delaware corporations completing an initial public offering and listing on the Nasdaq Global Select Market;

be, and hereby is, in all respects approved. The Restated Bylaws shall become effective concurrently with the effectiveness of the Restated Charter, upon the closing of the IPO.

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 registration fees, Nasdaq listing fees, financial printer fees, legal fees, accounting fees, transfer agent fees, and other customary offering expenses), shall be applied and used for general corporate purposes, including but not limited to working capital, continued investment in research and development and product innovation, expansion of sales and marketing efforts, potential strategic acquisitions and investments in complementary businesses or technologies, and other purposes as more fully described in the "Use of Proceeds" section of the Registration Statement; and it is further

RESOLVED, that the Company shall not receive any proceeds from the sale of the Secondary Shares by the selling stockholders, and the selling stockholders shall be solely responsible for any underwriting discounts and commissions attributable to the Secondary Shares.

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 rate of $92.70 per $1,000,000 of securities registered (as set forth in Section 6(b) of the Securities Act and the fee rate schedule published by the SEC for the fiscal year ending September 30, 2022), or such other amount as may be required based on the final terms of the Offering and the applicable fee rate at the time of filing. The officers are further authorized to pay any additional registration fees required in connection with any amendments to the Registration Statement or any additional shares registered thereunder.

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 Registration Statement, the prospectus, any amendments or supplements thereto, and any other filings with the SEC related to the Offering, at an estimated total cost of approximately One Hundred Eighty-Five Thousand Dollars ($185,000), be, and hereby is, approved and ratified. The Authorized Officers are authorized to execute and deliver any engagement letters, work orders, or other agreements with Hennessy Consulting Group LLC in connection with the foregoing services.

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 (as defined in Rule 501(a)(1), (2), (3), and (7) under the Securities Act), in accordance with Section 5(d) of the Securities Act, at such times and in such manner as the officers deem appropriate; and it is further

RESOLVED, that any testing-the-waters materials, including any written communications or slide presentations, shall be reviewed and approved by Calderwood & Harkness LLP as issuer's counsel and the Underwriters prior to their use, and that the Company shall maintain records of all testing-the-waters communications in accordance with applicable SEC rules and regulations and the internal policies of the Company.

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's counsel (engagement dated November 8, 2021, under Matter Number 1008-00002);

(b) organizational meetings with the Underwriters conducted on or about September 22, 2021, and subsequent meetings and due diligence sessions conducted thereafter;

(d) the preparation and circulation of drafts of the Registration Statement, Underwriting Agreement, Lock-Up Agreement, Restated Charter, Restated Bylaws, and related documents;

(e) the filing of Form D and any required state blue sky filings in anticipation of the Offering;

(f) all discussions and negotiations with the Underwriters regarding the terms of the Offering; and

(g) all other preparatory steps and actions taken in furtherance of the Offering;

be, and the same hereby are, in each case ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

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 if required, as such officer may in his or her sole judgment deem necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such officer's approval thereof and the Board's authorization therefor; and it is further

I, Naomi Feinberg, do hereby certify that:

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 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 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 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 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.

LUMOS ANALYTICS INC.

By: ________

Name: Naomi Feinberg

Title: General Counsel & Corporate Secretary

Date: ________

[CORPORATE SEAL]

RESOLUTIONS OF THE BOARD OF DIRECTORS OF LUMOS ANALYTICS INC.
Approval of Registration Statement on Form S-1, Underwriting Agreement, and Related Matters
The undersigned, being all of the members of the Board of Directors (the "Board") of Lumos Analytics Inc., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL") and Article IV, Section 4.11 of the Company's Amended and Restated Bylaws, which provisions permit any action required or permitted to be taken at any meeting of the Board of Directors to be taken without a meeting if all members of the Board consent thereto in writing, do hereby adopt the following resolutions by unanimous written consent, effective as of January 7, 2022, prior to the confidential submission of the draft Registration Statement (as defined below) on January 10, 2022. This action by written consent shall have the same force and effect as if adopted at a duly convened meeting of the Board of Directors at which a quorum was present and acting throughout.
RECITALS
WHEREAS, the Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with its principal executive offices located at 450 Folsom Street, Suite 1200, San Francisco, California 94105, and assigned Employer Identification Number 82-3194567 and Delaware Secretary of State File Number 6281934; and
WHEREAS, by resolutions duly adopted by the Board of Directors on July 15, 2021, the Board authorized management of the Company to explore the feasibility and desirability of conducting an initial public offering of the Company's equity securities and to engage financial advisors and underwriters in connection therewith; and
WHEREAS, by subsequent resolutions duly adopted by the Board of Directors on November 12, 2021, the Board authorized management and issuer's counsel to commence preparation of a Registration Statement on Form S-1 under the Securities Act of 1933, as amended (the "Securities Act"), and to take such preliminary steps as management deemed necessary or appropriate to advance the Company's readiness for an initial public offering; and
WHEREAS, the Company proposes to conduct an initial public offering (the "IPO" or the "Offering") of shares of its Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), to be listed on the Nasdaq Global Select Market under the proposed ticker symbol "LMSA." The Offering will consist of (i) 12,941,176 shares of Class A Common Stock to be issued and sold by the Company (the "Primary Shares") and (ii) up to 3,500,000 shares of Class A Common Stock to be sold by certain selling stockholders, including Velthryn Venture Partners Fund IV, L.P. (2,000,000 shares) and Arclight Equity Group Fund VII, L.P. (1,500,000 shares) (together, the "Secondary Shares," and together with the Primary Shares, the "Firm Shares"). The total base offering is 16,441,176 shares of Class A Common Stock. In addition, the Company and the selling stockholders will grant the Underwriters (as defined below) an overallotment option to purchase up to an additional 2,466,176 shares of Class A Common Stock, representing fifteen percent (15%) of the total base shares offered (the "Option Shares"). The preliminary public offering price is expected to be within a range of $16.00 to $18.00 per share, targeting gross proceeds to the Company of approximately $220,000,000 from the sale of the Primary Shares at the midpoint price of $17.00 per share (before deducting underwriting discounts, commissions, and estimated offering expenses); and
WHEREAS, in connection with the Offering, the Company has engaged Calderwood & Harkness LLP ("Calderwood & Harkness") as issuer's counsel, such engagement having been opened on November 8, 2021, under Matter Number 1008-00002. Pinnacle Securities LLC ("Pinnacle") will serve as the lead book-running managing underwriter, Whitfield & Company LLC ("Whitfield") will serve as joint book-running managing underwriter, and Graystone Capital Markets Inc. ("Graystone") will serve as co-manager (Pinnacle, Whitfield, and Graystone are collectively referred to herein as the "Underwriters"). Hargrove & Liddell LLP is serving as counsel to the Underwriters. Meridian & Howe LLP ("Meridian & Howe") serves as the Company's independent registered public accounting firm and will provide audit services, comfort letters, and consent for incorporation by reference into the Registration Statement (as defined below); and
WHEREAS, in connection with the Offering, the Company proposes to file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-1 (together with all exhibits, schedules, amendments, and supplements thereto, the "Registration Statement") under the Securities Act, including an initial confidential draft registration statement submission pursuant to Section 6(e) of the Securities Act and the rules and regulations of the SEC promulgated thereunder. A substantially complete draft of the Registration Statement (the "Draft S-1"), including the prospectus forming a part thereof, has been circulated to and reviewed by the members of the Board, with the first draft having been circulated on December 6, 2021, and subsequent revised drafts having been circulated on December 20, 2021, and January 3, 2022, respectively; and
WHEREAS, in connection with the Offering, the Company, the selling stockholders identified above, and the Underwriters will enter into an underwriting agreement (the "Underwriting Agreement") providing for a firm-commitment underwriting of the shares offered in the Offering at an underwriting discount of six and one-half percent (6.5%) of the public offering price per share. A draft of the Underwriting Agreement, prepared by Hargrove & Liddell LLP as counsel to the Underwriters and reviewed by Calderwood & Harkness as issuer's counsel, has been circulated to and reviewed by the members of the Board; and
WHEREAS, in connection with the IPO, the Company proposes to adopt an Amended and Restated Certificate of Incorporation (the "Restated Charter") that will provide for a dual-class common stock structure consisting of: (a) Class A Common Stock, par value $0.0001 per share, entitled to one (1) vote per share, which will be the class of stock publicly offered and sold in the Offering; and (b) Class B Common Stock, par value $0.0001 per share, entitled to ten (10) votes per share, which will be held by the Company's co-founders, Priya Subramanian and Marcus Henley. The Restated Charter will include a sunset provision providing for the automatic conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock on a one-for-one basis upon the earliest to occur of: (i) the date that is seven (7) years after the closing of the IPO; (ii) the date on which any share of Class B Common Stock is transferred to a person or entity that is not a "Permitted Transferee" as defined in the Restated Charter; or (iii) the date on which the co-founders collectively hold less than ten percent (10%) of the total number of shares of all classes of common stock then outstanding. The stockholders of the Company have adopted or will adopt the Restated Charter by written consent, which Restated Charter shall become effective immediately prior to the closing of the IPO; and
WHEREAS, the Board has reviewed and carefully considered, with the benefit of presentations by management, Calderwood & Harkness as issuer's counsel, Pinnacle as lead book-running managing underwriter, and Meridian & Howe as the Company's independent registered public accounting firm, the terms of the Offering, the Registration Statement (including the prospectus forming a part thereof), the form of Underwriting Agreement, and related matters described herein, and has determined that the Offering and the transactions contemplated thereby are advisable and in the best interests of the Company and its stockholders.
RESOLVING CLAUSES
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of the Company hereby adopts the following resolutions:
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 with Calderwood & Harkness LLP as issuer's counsel, be, and hereby is, in all respects approved; and it is further
RESOLVED, that the initial confidential submission of the Draft Registration Statement to the SEC pursuant to Section 6(e) of the Securities Act (and Rule 405 promulgated thereunder), together with any subsequent confidential submissions of amendments or supplements thereto, be, and hereby is, authorized and approved; and it is further
RESOLVED, that the public filing of the Registration Statement, including any and all pre-effective amendments and post-effective amendments thereto, with the SEC via the SEC's Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR") be, and hereby is, authorized and approved. For reference, upon filing, the Registration Statement is expected to be assigned SEC File Number 333-264518 and the Company is expected to be assigned Central Index Key ("CIK") Number 0001923847, or such other file and CIK numbers as may be assigned by the SEC.
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 directed to execute and deliver the Registration Statement and any and all amendments thereto, including pre-effective and post-effective amendments, on behalf of the Company, and to file or cause to be filed the same with the SEC; and it is further
RESOLVED, that each Authorized Officer, acting individually, is further authorized and directed to execute and file, or cause to be executed and filed, with the SEC any and all exhibits, consents, certifications, applications, correspondence, undertakings, and other documents or instruments required or deemed advisable in connection with the Registration Statement and the Offering, including without limitation any certifications required under Item 601 of Regulation S-K, any applications for acceleration of effectiveness of the Registration Statement pursuant to Rule 461 under the Securities Act, and any supplemental information requested by the staff of the SEC.
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 or her capacity as a director of the Company), to execute, deliver, and file the Registration Statement and any and all amendments thereto, including pre-effective and post-effective amendments, and to file the same, together with all exhibits thereto and all other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person; and it is further
RESOLVED, that the power of attorney granted herein shall remain in full force and effect until revoked by the grantor thereof in a signed writing delivered to the Company's General Counsel and Corporate Secretary, and the power of attorney granted herein shall not be affected by the disability or incapacity of the grantor. Any person dealing with any of the attorneys-in-fact and agents named herein may rely on the authority granted herein without further inquiry.
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 and reviewed by the Board, with such changes, additions, deletions, and modifications thereto as may be approved by the Authorized Officers in consultation with Calderwood & Harkness LLP, be, and hereby is, in all respects approved; and it is further
RESOLVED, that the Underwriting Agreement provides for, among other things:
(a) the sale by the Company of 12,941,176 Primary Shares and the sale by the selling stockholders of up to 3,500,000 Secondary Shares;
(b) the grant by the Company and the selling stockholders to the Underwriters of an overallotment option to purchase up to an additional 2,466,176 shares of Class A Common Stock (the "Option Shares"), exercisable in whole or in part at any time within thirty (30) days after the date of the final prospectus;
(c) an underwriting discount equal to six and one-half percent (6.5%) of the public offering price per share, representing an estimated aggregate underwriting discount of approximately $14,300,000 on the Primary Shares at the midpoint price of $17.00 per share, and a corresponding proportionate discount on the Secondary Shares and any Option Shares sold;
(d) customary representations and warranties by the Company and the selling stockholders regarding, among other things, the organization and standing of the Company, the accuracy and completeness of the Registration Statement, the authorization and validity of the shares to be sold, compliance with applicable laws, and the absence of material misstatements or omissions;
(e) customary conditions to closing, including the delivery of comfort letters from Meridian & Howe LLP, legal opinions from Calderwood & Harkness LLP and Hargrove & Liddell LLP, officers' certificates, and other customary closing deliverables;
(f) customary indemnification and contribution provisions for the benefit of the Underwriters, the Company, and the selling stockholders; and
(g) such other terms and conditions as are customary for firm-commitment underwritten initial public offerings of this size and nature;
and it is further
RESOLVED, that each Authorized Officer, acting individually, be, and hereby is, authorized and empowered, for and on behalf of the Company, to execute and deliver the Underwriting Agreement at such time and on such date as the final public offering price per share and the final number of shares to be offered and sold are determined, and to take all actions necessary or appropriate in connection with the closing of the transactions contemplated by the Underwriting Agreement.
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 Lau
•  Diane Ochoa
and it is further
RESOLVED, that the Pricing Committee be, and hereby is, authorized and empowered to take the following actions in connection with the Offering:
(a) Determination of Final Price. To determine the final public offering price per share of the Class A Common Stock, provided that such price shall be within the range of $16.00 to $18.00 per share, or within such adjusted range as the Pricing Committee may approve; provided, however, that any adjusted range shall not be more than twenty percent (20%) below the low end of the preliminary range (i.e., not below $12.80 per share) or more than twenty percent (20%) above the high end of the preliminary range (i.e., not above $21.60 per share) without further approval of the full Board of Directors;
(b) Determination of Final Number of Shares. To determine the final number of Primary Shares to be issued and sold by the Company, provided that the aggregate gross proceeds to the Company from the sale of Primary Shares shall not exceed $253,000,000 (reflecting the high end of the preliminary price range multiplied by the maximum number of Primary Shares, inclusive of the full exercise of the overallotment option with respect to the Company's shares) without further approval of the full Board of Directors;
(c) Overallotment Option. To determine whether to exercise, and the extent of any exercise of, the overallotment option granted to the Underwriters pursuant to the Underwriting Agreement, and to allocate any Option Shares as between shares to be sold by the Company and shares to be sold by the selling stockholders;
(d) Modifications to Underwriting Agreement. To approve any changes, modifications, or additions to the terms and conditions of the Underwriting Agreement that the Pricing Committee, in consultation with Calderwood & Harkness LLP, deems necessary, appropriate, or desirable in connection with the pricing and closing of the Offering;
(e) Execution and Delivery. To authorize the execution and delivery of the Underwriting Agreement, in final form, and all related documents, certificates, and instruments at the time of pricing;
and it is further
RESOLVED, that any two (2) members of the Pricing Committee shall constitute a quorum for the transaction of business, and the act of a majority of the members of the Pricing Committee present at a meeting at which a quorum is present shall constitute the act of the Pricing Committee. The Pricing Committee may act by telephonic or video conference and may act by unanimous written consent in lieu of a meeting. The Pricing Committee shall be automatically dissolved upon the earlier of (i) the closing of the Offering and (ii) the abandonment of the Offering by the Board.
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 common stock, or any securities convertible into or exercisable or exchangeable for common stock, for a period of one hundred eighty (180) days following the date of the final prospectus relating to the Offering, in favor of Pinnacle Securities LLC as representative of the Underwriters, be, and hereby is, in all respects approved; and it is further
RESOLVED, that the Lock-Up Agreement includes customary carve-outs and exceptions, including but not limited to (a) transfers for bona fide estate planning purposes to immediate family members, trusts, or family entities, subject to the transferee entering into a lock-up agreement on substantially similar terms, (b) charitable gifts and donations, subject to the transferee entering into a lock-up agreement on substantially similar terms, (c) the exercise of stock options or the settlement of restricted stock units outstanding on the date of the Lock-Up Agreement (provided that any shares received upon such exercise or settlement shall remain subject to the lock-up), and (d) transfers pursuant to a domestic relations order, and further provides that Pinnacle Securities LLC may, in its sole discretion and at any time, release any or all of the shares subject to the Lock-Up Agreement from the restrictions contained therein; and it is further
RESOLVED, that each director and executive officer of the Company be, and hereby is, authorized and directed to execute and deliver the Lock-Up Agreement in connection with the Offering.
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, and supporting documentation required by The Nasdaq Stock Market LLC in connection with such listing; and it is further
RESOLVED, that the officers of the Company are authorized to pay the Nasdaq initial listing fee, currently estimated at approximately $295,000, and any subsequent annual listing fees, and to take all such further actions and execute all such further documents as may be necessary or appropriate to effect and maintain the listing of the Class A Common Stock on the Nasdaq Global Select Market.
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 of them hereby is, authorized and directed to negotiate, execute, and deliver, on behalf of the Company, a transfer agency agreement and any related documents, fee schedules, or instruments with Broadleaf Transfer Services Inc. on such terms as the Authorized Officers deem appropriate, and to take all actions necessary or appropriate to effect the appointment of Broadleaf Transfer Services Inc. as transfer agent and registrar.
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 public offering; and it is further
RESOLVED, that the Company is authorized to procure the D&O Policy with Terrace Hill Insurance Group Ltd., acting through its United States subsidiary, Terrace Hill Insurance Company of America, or with such other nationally recognized insurance carrier as management deems appropriate in consultation with the Company's insurance advisors, with an aggregate coverage limit of up to Thirty Million Dollars ($30,000,000), including a six-year tail (run-off) provision, at an annualized premium not to exceed Two Million Five Hundred Thousand Dollars ($2,500,000) for the initial policy term, or on such other terms as management deems reasonable and in the best interests of the Company. The Authorized Officers are authorized to execute and deliver any applications, binders, policies, and related documentation in connection with the D&O Policy.
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 Common Stock (one vote per share) and Class B Common Stock (ten votes per share);
(b) the authorization of 500,000,000 shares of common stock, par value $0.0001 per share, consisting of 450,000,000 shares of Class A Common Stock and 50,000,000 shares of Class B Common Stock;
(c) the authorization of 50,000,000 shares of preferred stock, par value $0.0001 per share, issuable in one or more series at the discretion of the Board;
(d) the Class B Common Stock sunset provisions described in the recitals hereto, providing for automatic conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock upon the occurrence of certain specified events;
(e) a provision pursuant to Section 102(b)(7) of the DGCL eliminating or limiting the personal liability of directors of the Company for monetary damages for breach of fiduciary duty as a director, to the fullest extent permitted by the DGCL as it now exists or may hereafter be amended; and
(f) such other provisions as are customary for Delaware corporations completing an initial public offering and listing on the Nasdaq Global Select Market;
be, and hereby is, in all respects approved. The Restated Charter shall become effective upon the filing thereof with the Secretary of State of the State of Delaware, which filing shall occur immediately prior to or concurrently with the closing of the IPO, subject to the approval of the stockholders of the Company. The Authorized Officers are authorized and directed to cause the Restated Charter to be filed with the Secretary of State of the State of Delaware at the appropriate time.
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 meeting of stockholders;
(b) an exclusive forum selection clause designating the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court or the federal courts located within the State of Delaware) as the sole and exclusive forum for certain stockholder disputes and derivative actions;
(c) proxy access provisions permitting eligible stockholders to include director nominees in the Company's proxy materials under specified conditions;
(d) annual meeting procedures consistent with the applicable listing requirements of the Nasdaq Global Select Market; and
(e) such other provisions as are customary for Delaware corporations completing an initial public offering and listing on the Nasdaq Global Select Market;
be, and hereby is, in all respects approved. The Restated Bylaws shall become effective concurrently with the effectiveness of the Restated Charter, upon the closing of the IPO.
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 registration fees, Nasdaq listing fees, financial printer fees, legal fees, accounting fees, transfer agent fees, and other customary offering expenses), shall be applied and used for general corporate purposes, including but not limited to working capital, continued investment in research and development and product innovation, expansion of sales and marketing efforts, potential strategic acquisitions and investments in complementary businesses or technologies, and other purposes as more fully described in the "Use of Proceeds" section of the Registration Statement; and it is further
RESOLVED, that the Company shall not receive any proceeds from the sale of the Secondary Shares by the selling stockholders, and the selling stockholders shall be solely responsible for any underwriting discounts and commissions attributable to the Secondary Shares.
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 rate of $92.70 per $1,000,000 of securities registered (as set forth in Section 6(b) of the Securities Act and the fee rate schedule published by the SEC for the fiscal year ending September 30, 2022), or such other amount as may be required based on the final terms of the Offering and the applicable fee rate at the time of filing. The officers are further authorized to pay any additional registration fees required in connection with any amendments to the Registration Statement or any additional shares registered thereunder.
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 Registration Statement, the prospectus, any amendments or supplements thereto, and any other filings with the SEC related to the Offering, at an estimated total cost of approximately One Hundred Eighty-Five Thousand Dollars ($185,000), be, and hereby is, approved and ratified. The Authorized Officers are authorized to execute and deliver any engagement letters, work orders, or other agreements with Hennessy Consulting Group LLC in connection with the foregoing services.
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 (as defined in Rule 501(a)(1), (2), (3), and (7) under the Securities Act), in accordance with Section 5(d) of the Securities Act, at such times and in such manner as the officers deem appropriate; and it is further
RESOLVED, that any testing-the-waters materials, including any written communications or slide presentations, shall be reviewed and approved by Calderwood & Harkness LLP as issuer's counsel and the Underwriters prior to their use, and that the Company shall maintain records of all testing-the-waters communications in accordance with applicable SEC rules and regulations and the internal policies of the Company.
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's counsel (engagement dated November 8, 2021, under Matter Number 1008-00002);
(b) organizational meetings with the Underwriters conducted on or about September 22, 2021, and subsequent meetings and due diligence sessions conducted thereafter;
(c) the engagement of Meridian & Howe LLP for audit and comfort letter services in connection with the Offering;
(d) the preparation and circulation of drafts of the Registration Statement, Underwriting Agreement, Lock-Up Agreement, Restated Charter, Restated Bylaws, and related documents;
(e) the filing of Form D and any required state blue sky filings in anticipation of the Offering;
(f) all discussions and negotiations with the Underwriters regarding the terms of the Offering; and
(g) all other preparatory steps and actions taken in furtherance of the Offering;
be, and the same hereby are, in each case ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
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 if required, as such officer may in his or her sole judgment deem necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such officer's approval thereof and the Board's authorization therefor; and it is further
RESOLVED, that all acts and things previously done or to be done by any officer, director, employee, or agent of the Company that are consistent with and in furtherance of the purposes and intent of the foregoing resolutions are, and each of them hereby is, approved, adopted, ratified, and confirmed in all respects as the act and deed of the Company; and it is further
RESOLVED, that these resolutions shall remain in full force and effect until modified, amended, or revoked by the Board of Directors.
CONSENT AND ACKNOWLEDGMENT
The undersigned, being all of the members of the Board of Directors of Lumos Analytics Inc., a Delaware corporation, do hereby consent to, adopt, and approve the foregoing resolutions by unanimous written consent, effective as of January 7, 2022, without a meeting of the Board of Directors, 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. This written consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this consent by facsimile or electronic transmission (including PDF) shall be effective as delivery of a manually executed counterpart.
PRIYA SUBRAMANIAN
By: ________
Name: Priya Subramanian
Title: Director, Chair of the Board
Date: ________
MARCUS HENLEY
By: ________
Name: Marcus Henley
Title: Director
Date: ________
DIANE OCHOA
By: ________
Name: Diane Ochoa
Title: Director
Date: ________
SAMUEL ADEBAYO
By: ________
Name: Samuel Adebayo
Title: Director
Date: ________
CATHERINE MERCER
By: ________
Name: Catherine Mercer
Title: Director
Date: ________
JONATHAN TSAI
By: ________
Name: Jonathan Tsai
Title: Director
Date: ________
REBECCA STAHL
By: ________
Name: Rebecca Stahl
Title: Director
Date: ________
SECRETARY'S CERTIFICATE
I, Naomi Feinberg, do hereby certify that:
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 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 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 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 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.
LUMOS ANALYTICS INC.
By: ________
Name: Naomi Feinberg
Title: General Counsel & Corporate Secretary
Date: ________
[CORPORATE SEAL]

RESOLUTIONS OF THE BOARD OF DIRECTORS OF LUMOS ANALYTICS INC.

RECITALS

RESOLVING CLAUSES

CONSENT AND ACKNOWLEDGMENT

PRIYA SUBRAMANIAN

MARCUS HENLEY

DIANE OCHOA

SAMUEL ADEBAYO

CATHERINE MERCER

JONATHAN TSAI

REBECCA STAHL

SECRETARY'S CERTIFICATE

LUMOS ANALYTICS INC.

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