1008-00002 · Lumos Analytics Inc · Withdrawal

board-resolutions-withdrawal.docx DOCUMENT Capital Markets

37 / 40 ← → ✕

RESOLUTIONS OF THE BOARD OF DIRECTORS OF LUMOS ANALYTICS INC.

Adopted by Unanimous Written Consent in Lieu of a Special Meeting

June 6, 2022

The undersigned, being all of the members of the Board of Directors (the "Board") of Lumos Analytics Inc., a Delaware corporation (the "Company" or "Lumos"), acting pursuant to Section 141(f) of the Delaware General Corporation Law, as amended (the "DGCL"), and Article III, Section 3.7 of the Amended and Restated Bylaws of the Company (the "Bylaws"), hereby adopt the following recitals and resolutions by unanimous written consent in lieu of a special meeting of the Board, effective as of June 6, 2022, with the same force and effect as if adopted at a duly convened meeting of the Board at which a quorum was present and acting throughout:

RECITALS

WHEREAS (Recital A — Formation and Business of the Company), Lumos Analytics Inc. is a corporation duly organized and existing under the laws of the State of Delaware, with its principal place of business located at 450 Folsom Street, Suite 1200, San Francisco, California 94105, and the Company is engaged in the business of providing a cloud-based, artificial-intelligence-driven analytics platform principally serving financial institutions, including commercial banks, investment management firms, insurance companies, and fintech enterprises;

WHEREAS (Recital B — Prior Authorization of Initial Public Offering), the Board, by resolutions duly adopted on July 15, 2021, authorized the Company's management, including its Chief Executive Officer, Chief Financial Officer, and General Counsel, to explore the feasibility of an initial public offering (an "IPO") of the Company's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), and to engage advisors in connection therewith; and subsequently, by resolutions duly adopted in November 2021, the Board authorized management to prepare, file, and pursue a Registration Statement on Form S-1 (the "Registration Statement") with the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), in connection with a proposed IPO of the Class A Common Stock; and in furtherance of such authorization, the Company engaged (i) Calderwood & Harkness LLP, pursuant to an engagement letter dated November 8, 2021, as issuer's counsel to advise on all aspects of the proposed offering and related securities law matters, (ii) Pinnacle Securities LLC as lead book-running managing underwriter, (iii) Whitfield & Company LLC as joint book-running managing underwriter, and (iv) Graystone Capital Markets Inc. as co-manager (collectively, the "Underwriters"); and in further connection therewith, the Company engaged (v) Meridian & Howe LLP as the Company's independent registered public accounting firm and independent auditor for purposes of the Registration Statement, (vi) Hargrove & Liddell LLP as counsel to the Underwriters, (vii) Hennessy Consulting Group LLC as the Company's financial printer and EDGAR filing agent, and (viii) Broadleaf Transfer Services Inc. as the proposed transfer agent and registrar for the Class A Common Stock;

WHEREAS (Recital C — Registration Statement Filing History), the Company, acting through its officers and in coordination with Calderwood & Harkness LLP and the other advisors referenced above, confidentially submitted a Draft Registration Statement on Form S-1 (the "DRS") to the SEC on January 10, 2022, pursuant to the JOBS Act provisions permitting confidential submission by emerging growth companies, which submission was assigned SEC File Number 333-264518 and Central Index Key ("CIK") Number 0001923847; and the SEC Staff of the Division of Corporation Finance issued a first-round comment letter dated February 14, 2022, containing forty-two (42) comments addressing, among other matters, the Company's revenue recognition policies, non-GAAP financial measures, risk factor disclosures, management's discussion and analysis of financial condition and results of operations, related party transactions, and executive compensation disclosures, and the Company filed a written response to such comments together with an amended Draft Registration Statement on March 4, 2022; and the SEC Staff thereafter issued a second-round comment letter dated March 18, 2022, containing twelve (12) follow-up comments, and the Company filed a written response to such comments together with a second amended Draft Registration Statement on March 28, 2022; and on April 8, 2022, the SEC Staff indicated, through its examiner, that it had no further comments on the Draft Registration Statement; and on April 14, 2022, the Company publicly filed the Registration Statement on Form S-1/A (Amendment No. 1) on the SEC's Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR"), thereby making the Registration Statement publicly available for the first time;

WHEREAS (Recital D — Marketing Efforts Undertaken), following the public filing of the Registration Statement, the Company commenced testing-the-waters meetings and communications with qualified institutional buyers (as defined in Rule 144A under the Securities Act) and institutional accredited investors (as defined in Rule 501(a) of Regulation D under the Securities Act) beginning on April 18, 2022, and a preliminary prospectus (commonly referred to as a "Red Herring" and forming part of the Registration Statement) was printed and distributed to prospective investors on April 25, 2022, and a management road show was formally launched on the same date; and the proposed offering, as set forth in the preliminary prospectus, contemplated the sale of (i) 12,941,176 primary shares of Class A Common Stock by the Company, and (ii) up to 3,500,000 secondary shares of Class A Common Stock by certain selling stockholders, consisting of 2,000,000 shares to be sold by Velthryn Venture Partners Fund IV, L.P. ("Velthryn") and 1,500,000 shares to be sold by Arclight Equity Group Fund VII, L.P. ("Arclight"), at a preliminary price range of $16.00 to $18.00 per share, together with an overallotment option (the "Greenshoe") granted to the Underwriters to purchase up to 2,466,176 additional shares of Class A Common Stock, targeting aggregate gross proceeds to the Company of approximately $220,000,000 (before underwriting discounts and commissions and estimated offering expenses); and the Company applied for listing of the Class A Common Stock on the Nasdaq Global Select Market under the proposed ticker symbol "LMSA";

WHEREAS (Recital E — Deterioration of Market Conditions), since the commencement of the road show on April 25, 2022, equity market conditions, and in particular conditions in the technology and software-as-a-service ("SaaS") sectors, have deteriorated significantly, with the Nasdaq Composite Index declining approximately twelve percent (12%) during the month of April 2022 alone, and continuing to experience further material declines through May and into June 2022, driven in part by rising interest rates, persistent inflationary pressures, geopolitical uncertainty, and a broad re-rating of growth equity valuations; and technology sector valuations have compressed materially during this period, with enterprise value-to-revenue multiples for publicly traded SaaS companies declining by approximately thirty to forty percent (30–40%) from their recent peaks; and the IPO market for technology and SaaS companies has experienced a severe downturn, with multiple comparable offerings across the technology sector having been postponed, repriced at substantial discounts to their initial price ranges, or withdrawn entirely; and on May 9, 2022, at the recommendation of Andrew Castellano, Managing Director at Pinnacle Securities LLC (as representative of the Underwriters), the road show was paused in light of the foregoing deterioration in market conditions and investor receptivity; and on May 16, 2022, the Board met in a regularly scheduled special session and, after discussion with management and advisors, resolved to delay the pricing of the offering and to establish a monitoring window of approximately three to four weeks to assess whether market conditions would stabilize or improve sufficiently to permit a successful execution of the offering;

WHEREAS (Recital F — Assessment and Recommendation), the Company's management, including Priya Subramanian, Chief Executive Officer, David Lau, Chief Financial Officer, and Naomi Feinberg, General Counsel and Corporate Secretary, in consultation with Robert Adeyemi, Responsible Partner at Calderwood & Harkness LLP, and senior representatives of Pinnacle Securities LLC, have continued to monitor and assess current market conditions and investor sentiment throughout the monitoring window and have concluded that conditions have not meaningfully improved; and Pinnacle Securities LLC has formally advised management and the Board that the current market environment is not conducive to achieving a valuation that reflects the intrinsic value of the Company's business and future prospects, and that proceeding with the offering at this time would likely require a significant downward revision to the preliminary price range (potentially to a range of $10.00 to $12.00 per share), which would result in substantially greater dilution to existing stockholders than originally contemplated and would not, in Pinnacle's professional judgment, serve the best interests of the Company or its stockholders; and accordingly, management has recommended that the Board authorize the withdrawal of the Registration Statement from the SEC and the termination of the offering process at this time, with the understanding that no such recommendation is intended to foreclose a future IPO or other capital markets transaction at a time when market conditions are more favorable; and the Board notes that no securities have been sold pursuant to the Registration Statement, and no underwriting agreement has been executed in connection with the proposed offering;

WHEREAS (Recital G — Board Determination), the Board has carefully considered the foregoing recitals, the recommendation of management, the advice of Calderwood & Harkness LLP as the Company's outside legal counsel, and the advice of Pinnacle Securities LLC as the Company's lead underwriter, and has determined, in the exercise of its business judgment and consistent with its fiduciary duties to the Company and all of its stockholders, that it is in the best interests of the Company and its stockholders to authorize the withdrawal of the Registration Statement from the SEC and to discontinue the proposed offering at this time; and in reaching this determination, the Board has further considered the Company's current financial position, including unrestricted cash and cash equivalents of approximately $94.3 million as of December 31, 2021 (as reported in the Company's audited financial statements included in the Registration Statement), together with the $50,000,000 senior secured revolving credit facility with Ashford National Bank, N.A. (of which approximately $15,000,000 was drawn as of March 31, 2022), and has determined that the Company has adequate liquidity and capital resources to continue its operations, fund its near-term growth initiatives, and meet its obligations as they become due without the additional capital that would have been raised in the proposed offering; and the Board further recognizes and acknowledges that the withdrawal of the Registration Statement does not preclude the Company from pursuing an IPO or any other public or private liquidity event, financing transaction, or capital markets transaction in the future, at such time as the Board may determine, in its sole discretion, that market conditions and the Company's strategic objectives warrant such a transaction;

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

OPERATIVE RESOLUTIONS

Resolution 1 — Authorization of Withdrawal of Registration Statement

RESOLVED, that the officers of the Company are hereby authorized, empowered, and directed to prepare, execute, and file, or cause to be prepared, executed, and filed, an Application for Withdrawal of Registration Statement on Form RW (the "Form RW") with the SEC, pursuant to Rule 477 promulgated under the Securities Act, requesting the withdrawal of the Registration Statement on Form S-1 (SEC File Number 333-264518, CIK Number 0001923847), including any and all amendments, supplements, and exhibits thereto, as heretofore filed or submitted by the Company with the SEC, whether publicly or on a confidential basis. The Form RW shall affirmatively confirm that no securities were sold pursuant to the Registration Statement or in connection with the proposed offering, and shall respectfully request that the SEC consent to the withdrawal of the Registration Statement and all amendments thereto, effective upon the filing of the Form RW or at such other time as the SEC may determine. The officers are further authorized to respond to any questions or comments from the SEC Staff in connection with the Form RW and to take all actions necessary or appropriate to obtain the SEC's consent to such withdrawal in a timely manner.

Resolution 2 — Authorization of Officers to Execute Form RW

RESOLVED, that each of Priya Subramanian, Chief Executive Officer, David Lau, Chief Financial Officer, and Naomi Feinberg, General Counsel and Corporate Secretary, is hereby individually authorized, empowered, and directed to execute, on behalf of the Company, and to cause to be filed with the SEC through the EDGAR filing system or otherwise, the Form RW and any related documents, certificates, or correspondence, in such form as such officer shall approve, with such approval to be conclusively evidenced by such officer's execution and filing thereof. Each such officer shall have full power and authority to act alone and without the consent or joinder of any other officer in executing and filing the Form RW, and the signature of any one such officer shall be sufficient to bind the Company for purposes of the Form RW filing.

Resolution 3 — Termination of Offering Process

RESOLVED, that the proposed initial public offering of the Company's Class A Common Stock, as contemplated by the Registration Statement and described in the recitals hereto, is hereby terminated in its entirety, and all marketing activities, road show presentations, testing-the-waters meetings and communications, investor outreach, and any and all other activities undertaken by or on behalf of the Company in connection with the proposed offering are hereby discontinued, effective immediately. The officers are directed to communicate such termination to all relevant internal personnel and external parties as appropriate.

Resolution 4 — Notification to Underwriters

RESOLVED, that the officers of the Company are hereby authorized and directed to provide prompt written notice to Pinnacle Securities LLC, in its capacity as representative of the several underwriters, and separately to Whitfield & Company LLC and Graystone Capital Markets Inc., of the Company's decision to withdraw the Registration Statement and to terminate the proposed offering. Such notice shall be delivered in accordance with the applicable provisions of the draft underwriting agreement and any other agreements or understandings between the Company and the Underwriters. The officers are further authorized and empowered to negotiate, execute, and deliver, on behalf of the Company, any termination letters, wind-down agreements, settlement agreements, or other instruments with the Underwriters as may be necessary, appropriate, or advisable in connection with the orderly termination of the offering process and the resolution of any outstanding obligations, fees, or expense reimbursements as between the Company and the Underwriters, provided that any such agreements shall be on terms consistent with the Company's rights and obligations under the draft underwriting agreement and shall not impose material obligations on the Company beyond the payment of fees and expenses otherwise authorized by these resolutions.

Resolution 5 — Notification to Underwriters' Counsel and Other Advisors

RESOLVED, that the officers of the Company are hereby authorized and directed to provide prompt written notice of the withdrawal of the Registration Statement and the termination of the proposed offering to each of the following parties, and to coordinate with each such party regarding the orderly wind-down of their respective engagements or services in connection with the proposed offering:

(a) Hargrove & Liddell LLP, as counsel to the Underwriters;

(b) Meridian & Howe LLP, as the Company's independent registered public accounting firm and independent auditor;

(d) Terrace Hill Insurance Group Ltd., as the Company's directors' and officers' liability insurance broker, it being noted that the enhanced directors' and officers' liability insurance policy contemplated for the post-IPO period (the "Public Company D&O Policy") was not bound and no premium was paid in connection therewith, and accordingly no cancellation or refund shall be required; and

(e) Hennessy Consulting Group LLC, as the Company's financial printer and EDGAR filing agent.

The officers shall direct each such party to cease all work in connection with the proposed offering and to submit final invoices for services rendered through the date of such notification, subject to the provisions of Resolution 12 below.

Resolution 6 — Status of Underwriting Agreement

RESOLVED, that the Board hereby acknowledges and confirms that the Underwriting Agreement among the Company, the selling stockholders (Velthryn Venture Partners Fund IV, L.P. and Arclight Equity Group Fund VII, L.P.), and the several underwriters named therein (with Pinnacle Securities LLC acting as representative of the several underwriters) (the "Underwriting Agreement") was negotiated among the parties and their respective counsel to an execution-ready form, but was never executed by any party thereto, and accordingly no binding obligation exists thereunder with respect to any party. No underwriting discount, underwriting commission, selling concession, or other compensation of any kind shall be payable by the Company or by any selling stockholder to any of the Underwriters in connection with the withdrawn offering, it being understood that any fees or expense reimbursements payable to the Underwriters or their counsel shall be governed solely by the terms of the applicable engagement letters and the provisions of Resolution 12 below.

Resolution 7 — Status of Lock-Up Agreements

RESOLVED, that the Board hereby acknowledges and confirms that a form of lock-up agreement was prepared in connection with the proposed offering, which form of agreement contemplated a lock-up period of one hundred eighty (180) days following the date of the final prospectus, in favor of Pinnacle Securities LLC (as representative of the Underwriters), with customary carve-outs for (i) transfers for estate planning purposes, (ii) charitable gifts and donations, (iii) transfers to affiliates and family members, and (iv) certain other customary exceptions, and with early release at the sole discretion of Pinnacle Securities LLC; provided, however, that because the proposed offering was not consummated, no final prospectus was issued, and no pricing occurred, no lock-up obligations have become effective or binding upon any stockholder, officer, director, or other party of the Company.

RESOLVED FURTHER, that to the extent any lock-up agreements were executed by any officer, director, stockholder, or other party of the Company in anticipation of the proposed offering, the officers of the Company are hereby authorized and directed to confirm in writing to each such signatory that, by reason of the withdrawal of the Registration Statement and the termination of the proposed offering, such lock-up agreements are of no further force and effect and impose no restrictions on the transfer, sale, or other disposition of any shares of the Company's capital stock.

Resolution 8 — Status of Selling Stockholder Arrangements

RESOLVED, that the officers of the Company are hereby authorized and directed to communicate promptly with each of Velthryn Venture Partners Fund IV, L.P. and Arclight Equity Group Fund VII, L.P., in their respective capacities as proposed selling stockholders in the proposed offering, regarding (i) the Board's decision to withdraw the Registration Statement and terminate the proposed offering, (ii) the status of the shares proposed to be sold by such selling stockholders in the offering, and (iii) the status of the registration rights held by such selling stockholders under the Investors' Rights Agreement, dated as of March 22, 2019, as amended (the "IRA"), by and among the Company and the investors party thereto, including any demand registration rights and piggyback registration rights thereunder. The officers shall confirm that the withdrawal of the Registration Statement does not constitute a waiver or forfeiture of any registration rights held by such selling stockholders under the IRA, and that such rights remain in full force and effect in accordance with the terms of the IRA.

Resolution 9 — Status of Governance Documents

RESOLVED, that the Board hereby acknowledges and confirms the following with respect to the corporate governance documents prepared in connection with the proposed offering:

(a) The Amended and Restated Certificate of Incorporation of the Company (IPO Form), which was prepared for adoption and filing with the Delaware Secretary of State upon the closing of the proposed offering and which contemplated, among other things, a dual-class common stock structure, enhanced director exculpation and indemnification provisions, a forum selection clause, and certain anti-takeover provisions, shall not become effective, and no filing thereof shall be made with the Delaware Secretary of State. The Company's existing Restated Certificate of Incorporation, as currently on file with the Delaware Secretary of State, shall remain in full force and effect as the governing charter document of the Company.

(b) The Amended and Restated Bylaws of the Company (IPO Form), which were prepared for adoption upon the closing of the proposed offering and which contemplated provisions customary for Nasdaq-listed companies, including advance notice provisions, proxy access, and enhanced indemnification procedures, shall not become effective. The Company's existing Amended and Restated Bylaws shall remain in full force and effect as the governing bylaws of the Company.

(c) The stockholder consent or consents previously obtained from one or more stockholders of the Company authorizing the adoption of the Amended and Restated Certificate of Incorporation (IPO Form) upon the closing of the proposed offering shall be of no further force or effect, and the officers are authorized to so notify the applicable stockholders.

(d) The charters for the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee of the Board, each as prepared in connection with the proposed offering to comply with Nasdaq listing standards and applicable SEC rules, shall be retained in the Company's corporate files for potential future use but are not adopted by the Board at this time and shall have no operative effect unless and until duly adopted by the Board by separate action.

Resolution 10 — Nasdaq Listing Application

RESOLVED, that any pending application filed by or on behalf of the Company with the Nasdaq Stock Market LLC for listing of the Company's Class A Common Stock on the Nasdaq Global Select Market under the proposed ticker symbol "LMSA," including any supplements or amendments thereto, is hereby withdrawn, and the officers of the Company are authorized and directed to provide prompt written notice to the Nasdaq Listing Qualifications Department of such withdrawal and to take all actions necessary or appropriate to effectuate such withdrawal in a timely and orderly manner.

Resolution 11 — Status of Issuer's Counsel Engagement

RESOLVED, that Calderwood & Harkness LLP (Matter Number 1008-00002) shall be directed to wind down its engagement as issuer's counsel in connection with the proposed offering in an orderly manner, including the completion of all final billing, time entry reconciliation, and disbursement accounting, and the implementation of document retention procedures as appropriate under the terms of the engagement letter dated November 8, 2021, between the Company and Calderwood & Harkness LLP (the "Engagement Letter"). The fee cap of One Million Nine Hundred Fifty Thousand Dollars ($1,950,000) set forth in Section 4(b) of the Engagement Letter shall remain in full force and effect and shall apply to all legal fees and disbursements incurred by Calderwood & Harkness LLP in connection with the proposed offering through the completion of the wind-down and closing of the engagement. The officers are authorized to coordinate with Calderwood & Harkness LLP regarding the orderly transfer or retention of all work product, files, and materials generated in connection with the proposed offering, in accordance with the document retention provisions of the Engagement Letter and applicable professional responsibility rules.

Resolution 12 — Payment of Incurred Expenses

RESOLVED, that the officers of the Company are hereby authorized and directed to pay, or cause to be paid, all fees, costs, and expenses incurred by the Company in connection with the proposed offering, including without limitation:

(a) legal fees and disbursements of Calderwood & Harkness LLP (issuer's counsel), subject to the fee cap referenced in Resolution 11;

(b) audit and accounting fees of Meridian & Howe LLP (independent auditor), including fees for the audit of the Company's consolidated financial statements for the fiscal years ended December 31, 2020 and December 31, 2021, the review of interim financial statements, the issuance of comfort letters, and related services;

(c) fees and disbursements of Hennessy Consulting Group LLC (financial printer and EDGAR filing agent), including costs associated with the printing and distribution of the preliminary prospectus and the preparation and filing of EDGAR submissions;

(d) the SEC registration fee in the amount of Twenty Thousand Three Hundred Ninety-Four Dollars ($20,394), previously paid to the SEC in connection with the filing of the Registration Statement;

(e) the Nasdaq listing application fee, to the extent such fee was paid or remains payable in connection with the Company's listing application;

(f) any expense reimbursements payable to the Underwriters or to Hargrove & Liddell LLP (underwriters' counsel) pursuant to the terms of the applicable engagement letters or expense reimbursement agreements; and

(g) all other costs, fees, and expenses reasonably and properly incurred in connection with the proposed offering, the preparation and filing of the Registration Statement, the marketing and road show activities, and the wind-down of the offering process;

in each case in amounts consistent with the offering expense budgets previously approved by the Board and management, and subject to such officer's review and approval of final invoices. The Chief Financial Officer shall prepare and present to the Board a final accounting of all offering-related expenses within sixty (60) days following the completion of the wind-down process.

Resolution 13 — Preservation of Confidential Treatment

RESOLVED, that the officers of the Company are hereby authorized and directed to take all actions necessary, appropriate, or advisable to preserve the confidential treatment of the Draft Registration Statement submissions (including the initial DRS filed on January 10, 2022, and the amended DRS filings submitted on March 4, 2022, and March 28, 2022) made by the Company to the SEC on a confidential basis prior to the public filing of the Registration Statement on April 14, 2022, to the fullest extent permitted under the Securities Act, the JOBS Act, and applicable SEC rules and regulations, including without limitation Rule 406 under the Securities Act and Rule 83 of the SEC's Rules of Practice. The officers shall consult with Calderwood & Harkness LLP as necessary regarding any obligations of the Company to make publicly available any previously confidential submissions in connection with or following the withdrawal of the Registration Statement.

Resolution 14 — Future Offering Considerations

RESOLVED, that the Board hereby acknowledges and confirms that the withdrawal of the Registration Statement and the termination of the proposed offering do not preclude the Company from filing a new registration statement under the Securities Act, renewing or refiling a registration statement on Form S-1 or any other applicable form, or pursuing an initial public offering, a direct listing, a business combination with a special purpose acquisition company, a private placement, or any other capital markets, financing, or liquidity transaction in the future, at such time and on such terms as the Board may determine in its sole discretion. The officers of the Company are hereby authorized and directed to continue to monitor equity market conditions, IPO market activity, and technology sector valuations, and to present recommendations to the Board at such time as management believes that conditions may be favorable for a renewed offering effort or alternative transaction. The Board further directs management to maintain the Company's IPO-readiness infrastructure, including its financial reporting capabilities, internal controls over financial reporting, and disclosure controls and procedures, to the extent reasonably practicable and cost-effective, so as to facilitate a timely re-engagement of the IPO process should the Board determine to pursue such a transaction in the future.

Resolution 15 — General Authority

RESOLVED, that each of the officers of the Company, including without limitation Priya Subramanian (Chief Executive Officer), David Lau (Chief Financial Officer), and Naomi Feinberg (General Counsel and Corporate Secretary), is hereby authorized and empowered, in the name and on behalf of the Company, to take or cause to be taken all such further actions, and to execute, deliver, and file, or cause to be executed, delivered, and filed, all such further documents, instruments, agreements, certificates, notices, consents, applications, filings, and communications, as such officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions and actions contemplated hereby, with the execution and delivery of any such document, instrument, or agreement by such officer to be conclusive evidence of such officer's approval thereof, of the authority of such officer to execute and deliver the same, and of the Company's authorization of the matters set forth therein.

RESOLVED FURTHER, that any and all actions heretofore taken by any officer or authorized representative of the Company in connection with the matters contemplated by the foregoing resolutions, including without limitation any communications with the SEC, the Underwriters, Nasdaq, or any other party, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.

CONSENT AND SIGNATURES

This Unanimous Written Consent shall be effective as of June 6, 2022. This consent may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) signature pages), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This consent shall be filed with the minutes of proceedings of the Board of Directors of the Company in accordance with Section 141(f) of the DGCL and shall constitute the action of the Board with the same force and effect as if such action had been taken at a duly convened meeting of the Board at which all directors were present.

[Signature Pages Follow]

SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF LUMOS ANALYTICS INC. DATED JUNE 6, 2022

________________________________________

Priya Subramanian Chief Executive Officer, Co-Founder, and Chair of the Board of Directors

Date: ________

________________________________________

Marcus Henley Chief Technology Officer, Co-Founder, and Director

Date: ________

________________________________________

Diane Ochoa Independent Director

Date: ________

________________________________________

Samuel Adebayo Independent Director

Date: ________

________________________________________

Catherine Mercer Independent Director

Date: ________

________________________________________

Jonathan Tsai Director (Designee of Velthryn Venture Partners Fund IV, L.P.)

Date: ________

________________________________________

Rebecca Stahl Director (Designee of Arclight Equity Group Fund VII, L.P.)

Date: ________

RESOLUTIONS OF THE BOARD OF DIRECTORS OF LUMOS ANALYTICS INC.
Adopted by Unanimous Written Consent in Lieu of a Special Meeting
June 6, 2022
The undersigned, being all of the members of the Board of Directors (the "Board") of Lumos Analytics Inc., a Delaware corporation (the "Company" or "Lumos"), acting pursuant to Section 141(f) of the Delaware General Corporation Law, as amended (the "DGCL"), and Article III, Section 3.7 of the Amended and Restated Bylaws of the Company (the "Bylaws"), hereby adopt the following recitals and resolutions by unanimous written consent in lieu of a special meeting of the Board, effective as of June 6, 2022, with the same force and effect as if adopted at a duly convened meeting of the Board at which a quorum was present and acting throughout:
RECITALS
WHEREAS (Recital A — Formation and Business of the Company), Lumos Analytics Inc. is a corporation duly organized and existing under the laws of the State of Delaware, with its principal place of business located at 450 Folsom Street, Suite 1200, San Francisco, California 94105, and the Company is engaged in the business of providing a cloud-based, artificial-intelligence-driven analytics platform principally serving financial institutions, including commercial banks, investment management firms, insurance companies, and fintech enterprises;
WHEREAS (Recital B — Prior Authorization of Initial Public Offering), the Board, by resolutions duly adopted on July 15, 2021, authorized the Company's management, including its Chief Executive Officer, Chief Financial Officer, and General Counsel, to explore the feasibility of an initial public offering (an "IPO") of the Company's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), and to engage advisors in connection therewith; and subsequently, by resolutions duly adopted in November 2021, the Board authorized management to prepare, file, and pursue a Registration Statement on Form S-1 (the "Registration Statement") with the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), in connection with a proposed IPO of the Class A Common Stock; and in furtherance of such authorization, the Company engaged (i) Calderwood & Harkness LLP, pursuant to an engagement letter dated November 8, 2021, as issuer's counsel to advise on all aspects of the proposed offering and related securities law matters, (ii) Pinnacle Securities LLC as lead book-running managing underwriter, (iii) Whitfield & Company LLC as joint book-running managing underwriter, and (iv) Graystone Capital Markets Inc. as co-manager (collectively, the "Underwriters"); and in further connection therewith, the Company engaged (v) Meridian & Howe LLP as the Company's independent registered public accounting firm and independent auditor for purposes of the Registration Statement, (vi) Hargrove & Liddell LLP as counsel to the Underwriters, (vii) Hennessy Consulting Group LLC as the Company's financial printer and EDGAR filing agent, and (viii) Broadleaf Transfer Services Inc. as the proposed transfer agent and registrar for the Class A Common Stock;
WHEREAS (Recital C — Registration Statement Filing History), the Company, acting through its officers and in coordination with Calderwood & Harkness LLP and the other advisors referenced above, confidentially submitted a Draft Registration Statement on Form S-1 (the "DRS") to the SEC on January 10, 2022, pursuant to the JOBS Act provisions permitting confidential submission by emerging growth companies, which submission was assigned SEC File Number 333-264518 and Central Index Key ("CIK") Number 0001923847; and the SEC Staff of the Division of Corporation Finance issued a first-round comment letter dated February 14, 2022, containing forty-two (42) comments addressing, among other matters, the Company's revenue recognition policies, non-GAAP financial measures, risk factor disclosures, management's discussion and analysis of financial condition and results of operations, related party transactions, and executive compensation disclosures, and the Company filed a written response to such comments together with an amended Draft Registration Statement on March 4, 2022; and the SEC Staff thereafter issued a second-round comment letter dated March 18, 2022, containing twelve (12) follow-up comments, and the Company filed a written response to such comments together with a second amended Draft Registration Statement on March 28, 2022; and on April 8, 2022, the SEC Staff indicated, through its examiner, that it had no further comments on the Draft Registration Statement; and on April 14, 2022, the Company publicly filed the Registration Statement on Form S-1/A (Amendment No. 1) on the SEC's Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR"), thereby making the Registration Statement publicly available for the first time;
WHEREAS (Recital D — Marketing Efforts Undertaken), following the public filing of the Registration Statement, the Company commenced testing-the-waters meetings and communications with qualified institutional buyers (as defined in Rule 144A under the Securities Act) and institutional accredited investors (as defined in Rule 501(a) of Regulation D under the Securities Act) beginning on April 18, 2022, and a preliminary prospectus (commonly referred to as a "Red Herring" and forming part of the Registration Statement) was printed and distributed to prospective investors on April 25, 2022, and a management road show was formally launched on the same date; and the proposed offering, as set forth in the preliminary prospectus, contemplated the sale of (i) 12,941,176 primary shares of Class A Common Stock by the Company, and (ii) up to 3,500,000 secondary shares of Class A Common Stock by certain selling stockholders, consisting of 2,000,000 shares to be sold by Velthryn Venture Partners Fund IV, L.P. ("Velthryn") and 1,500,000 shares to be sold by Arclight Equity Group Fund VII, L.P. ("Arclight"), at a preliminary price range of $16.00 to $18.00 per share, together with an overallotment option (the "Greenshoe") granted to the Underwriters to purchase up to 2,466,176 additional shares of Class A Common Stock, targeting aggregate gross proceeds to the Company of approximately $220,000,000 (before underwriting discounts and commissions and estimated offering expenses); and the Company applied for listing of the Class A Common Stock on the Nasdaq Global Select Market under the proposed ticker symbol "LMSA";
WHEREAS (Recital E — Deterioration of Market Conditions), since the commencement of the road show on April 25, 2022, equity market conditions, and in particular conditions in the technology and software-as-a-service ("SaaS") sectors, have deteriorated significantly, with the Nasdaq Composite Index declining approximately twelve percent (12%) during the month of April 2022 alone, and continuing to experience further material declines through May and into June 2022, driven in part by rising interest rates, persistent inflationary pressures, geopolitical uncertainty, and a broad re-rating of growth equity valuations; and technology sector valuations have compressed materially during this period, with enterprise value-to-revenue multiples for publicly traded SaaS companies declining by approximately thirty to forty percent (30–40%) from their recent peaks; and the IPO market for technology and SaaS companies has experienced a severe downturn, with multiple comparable offerings across the technology sector having been postponed, repriced at substantial discounts to their initial price ranges, or withdrawn entirely; and on May 9, 2022, at the recommendation of Andrew Castellano, Managing Director at Pinnacle Securities LLC (as representative of the Underwriters), the road show was paused in light of the foregoing deterioration in market conditions and investor receptivity; and on May 16, 2022, the Board met in a regularly scheduled special session and, after discussion with management and advisors, resolved to delay the pricing of the offering and to establish a monitoring window of approximately three to four weeks to assess whether market conditions would stabilize or improve sufficiently to permit a successful execution of the offering;
WHEREAS (Recital F — Assessment and Recommendation), the Company's management, including Priya Subramanian, Chief Executive Officer, David Lau, Chief Financial Officer, and Naomi Feinberg, General Counsel and Corporate Secretary, in consultation with Robert Adeyemi, Responsible Partner at Calderwood & Harkness LLP, and senior representatives of Pinnacle Securities LLC, have continued to monitor and assess current market conditions and investor sentiment throughout the monitoring window and have concluded that conditions have not meaningfully improved; and Pinnacle Securities LLC has formally advised management and the Board that the current market environment is not conducive to achieving a valuation that reflects the intrinsic value of the Company's business and future prospects, and that proceeding with the offering at this time would likely require a significant downward revision to the preliminary price range (potentially to a range of $10.00 to $12.00 per share), which would result in substantially greater dilution to existing stockholders than originally contemplated and would not, in Pinnacle's professional judgment, serve the best interests of the Company or its stockholders; and accordingly, management has recommended that the Board authorize the withdrawal of the Registration Statement from the SEC and the termination of the offering process at this time, with the understanding that no such recommendation is intended to foreclose a future IPO or other capital markets transaction at a time when market conditions are more favorable; and the Board notes that no securities have been sold pursuant to the Registration Statement, and no underwriting agreement has been executed in connection with the proposed offering;
WHEREAS (Recital G — Board Determination), the Board has carefully considered the foregoing recitals, the recommendation of management, the advice of Calderwood & Harkness LLP as the Company's outside legal counsel, and the advice of Pinnacle Securities LLC as the Company's lead underwriter, and has determined, in the exercise of its business judgment and consistent with its fiduciary duties to the Company and all of its stockholders, that it is in the best interests of the Company and its stockholders to authorize the withdrawal of the Registration Statement from the SEC and to discontinue the proposed offering at this time; and in reaching this determination, the Board has further considered the Company's current financial position, including unrestricted cash and cash equivalents of approximately $94.3 million as of December 31, 2021 (as reported in the Company's audited financial statements included in the Registration Statement), together with the $50,000,000 senior secured revolving credit facility with Ashford National Bank, N.A. (of which approximately $15,000,000 was drawn as of March 31, 2022), and has determined that the Company has adequate liquidity and capital resources to continue its operations, fund its near-term growth initiatives, and meet its obligations as they become due without the additional capital that would have been raised in the proposed offering; and the Board further recognizes and acknowledges that the withdrawal of the Registration Statement does not preclude the Company from pursuing an IPO or any other public or private liquidity event, financing transaction, or capital markets transaction in the future, at such time as the Board may determine, in its sole discretion, that market conditions and the Company's strategic objectives warrant such a transaction;
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:
OPERATIVE RESOLUTIONS
Resolution 1 — Authorization of Withdrawal of Registration Statement
RESOLVED, that the officers of the Company are hereby authorized, empowered, and directed to prepare, execute, and file, or cause to be prepared, executed, and filed, an Application for Withdrawal of Registration Statement on Form RW (the "Form RW") with the SEC, pursuant to Rule 477 promulgated under the Securities Act, requesting the withdrawal of the Registration Statement on Form S-1 (SEC File Number 333-264518, CIK Number 0001923847), including any and all amendments, supplements, and exhibits thereto, as heretofore filed or submitted by the Company with the SEC, whether publicly or on a confidential basis. The Form RW shall affirmatively confirm that no securities were sold pursuant to the Registration Statement or in connection with the proposed offering, and shall respectfully request that the SEC consent to the withdrawal of the Registration Statement and all amendments thereto, effective upon the filing of the Form RW or at such other time as the SEC may determine. The officers are further authorized to respond to any questions or comments from the SEC Staff in connection with the Form RW and to take all actions necessary or appropriate to obtain the SEC's consent to such withdrawal in a timely manner.
Resolution 2 — Authorization of Officers to Execute Form RW
RESOLVED, that each of Priya Subramanian, Chief Executive Officer, David Lau, Chief Financial Officer, and Naomi Feinberg, General Counsel and Corporate Secretary, is hereby individually authorized, empowered, and directed to execute, on behalf of the Company, and to cause to be filed with the SEC through the EDGAR filing system or otherwise, the Form RW and any related documents, certificates, or correspondence, in such form as such officer shall approve, with such approval to be conclusively evidenced by such officer's execution and filing thereof. Each such officer shall have full power and authority to act alone and without the consent or joinder of any other officer in executing and filing the Form RW, and the signature of any one such officer shall be sufficient to bind the Company for purposes of the Form RW filing.
Resolution 3 — Termination of Offering Process
RESOLVED, that the proposed initial public offering of the Company's Class A Common Stock, as contemplated by the Registration Statement and described in the recitals hereto, is hereby terminated in its entirety, and all marketing activities, road show presentations, testing-the-waters meetings and communications, investor outreach, and any and all other activities undertaken by or on behalf of the Company in connection with the proposed offering are hereby discontinued, effective immediately. The officers are directed to communicate such termination to all relevant internal personnel and external parties as appropriate.
Resolution 4 — Notification to Underwriters
RESOLVED, that the officers of the Company are hereby authorized and directed to provide prompt written notice to Pinnacle Securities LLC, in its capacity as representative of the several underwriters, and separately to Whitfield & Company LLC and Graystone Capital Markets Inc., of the Company's decision to withdraw the Registration Statement and to terminate the proposed offering. Such notice shall be delivered in accordance with the applicable provisions of the draft underwriting agreement and any other agreements or understandings between the Company and the Underwriters. The officers are further authorized and empowered to negotiate, execute, and deliver, on behalf of the Company, any termination letters, wind-down agreements, settlement agreements, or other instruments with the Underwriters as may be necessary, appropriate, or advisable in connection with the orderly termination of the offering process and the resolution of any outstanding obligations, fees, or expense reimbursements as between the Company and the Underwriters, provided that any such agreements shall be on terms consistent with the Company's rights and obligations under the draft underwriting agreement and shall not impose material obligations on the Company beyond the payment of fees and expenses otherwise authorized by these resolutions.
Resolution 5 — Notification to Underwriters' Counsel and Other Advisors
RESOLVED, that the officers of the Company are hereby authorized and directed to provide prompt written notice of the withdrawal of the Registration Statement and the termination of the proposed offering to each of the following parties, and to coordinate with each such party regarding the orderly wind-down of their respective engagements or services in connection with the proposed offering:
(a) Hargrove & Liddell LLP, as counsel to the Underwriters;
(b) Meridian & Howe LLP, as the Company's independent registered public accounting firm and independent auditor;
(c) Broadleaf Transfer Services Inc., as the proposed transfer agent and registrar for the Class A Common Stock;
(d) Terrace Hill Insurance Group Ltd., as the Company's directors' and officers' liability insurance broker, it being noted that the enhanced directors' and officers' liability insurance policy contemplated for the post-IPO period (the "Public Company D&O Policy") was not bound and no premium was paid in connection therewith, and accordingly no cancellation or refund shall be required; and
(e) Hennessy Consulting Group LLC, as the Company's financial printer and EDGAR filing agent.
The officers shall direct each such party to cease all work in connection with the proposed offering and to submit final invoices for services rendered through the date of such notification, subject to the provisions of Resolution 12 below.
Resolution 6 — Status of Underwriting Agreement
RESOLVED, that the Board hereby acknowledges and confirms that the Underwriting Agreement among the Company, the selling stockholders (Velthryn Venture Partners Fund IV, L.P. and Arclight Equity Group Fund VII, L.P.), and the several underwriters named therein (with Pinnacle Securities LLC acting as representative of the several underwriters) (the "Underwriting Agreement") was negotiated among the parties and their respective counsel to an execution-ready form, but was never executed by any party thereto, and accordingly no binding obligation exists thereunder with respect to any party. No underwriting discount, underwriting commission, selling concession, or other compensation of any kind shall be payable by the Company or by any selling stockholder to any of the Underwriters in connection with the withdrawn offering, it being understood that any fees or expense reimbursements payable to the Underwriters or their counsel shall be governed solely by the terms of the applicable engagement letters and the provisions of Resolution 12 below.
Resolution 7 — Status of Lock-Up Agreements
RESOLVED, that the Board hereby acknowledges and confirms that a form of lock-up agreement was prepared in connection with the proposed offering, which form of agreement contemplated a lock-up period of one hundred eighty (180) days following the date of the final prospectus, in favor of Pinnacle Securities LLC (as representative of the Underwriters), with customary carve-outs for (i) transfers for estate planning purposes, (ii) charitable gifts and donations, (iii) transfers to affiliates and family members, and (iv) certain other customary exceptions, and with early release at the sole discretion of Pinnacle Securities LLC; provided, however, that because the proposed offering was not consummated, no final prospectus was issued, and no pricing occurred, no lock-up obligations have become effective or binding upon any stockholder, officer, director, or other party of the Company.
RESOLVED FURTHER, that to the extent any lock-up agreements were executed by any officer, director, stockholder, or other party of the Company in anticipation of the proposed offering, the officers of the Company are hereby authorized and directed to confirm in writing to each such signatory that, by reason of the withdrawal of the Registration Statement and the termination of the proposed offering, such lock-up agreements are of no further force and effect and impose no restrictions on the transfer, sale, or other disposition of any shares of the Company's capital stock.
Resolution 8 — Status of Selling Stockholder Arrangements
RESOLVED, that the officers of the Company are hereby authorized and directed to communicate promptly with each of Velthryn Venture Partners Fund IV, L.P. and Arclight Equity Group Fund VII, L.P., in their respective capacities as proposed selling stockholders in the proposed offering, regarding (i) the Board's decision to withdraw the Registration Statement and terminate the proposed offering, (ii) the status of the shares proposed to be sold by such selling stockholders in the offering, and (iii) the status of the registration rights held by such selling stockholders under the Investors' Rights Agreement, dated as of March 22, 2019, as amended (the "IRA"), by and among the Company and the investors party thereto, including any demand registration rights and piggyback registration rights thereunder. The officers shall confirm that the withdrawal of the Registration Statement does not constitute a waiver or forfeiture of any registration rights held by such selling stockholders under the IRA, and that such rights remain in full force and effect in accordance with the terms of the IRA.
Resolution 9 — Status of Governance Documents
RESOLVED, that the Board hereby acknowledges and confirms the following with respect to the corporate governance documents prepared in connection with the proposed offering:
(a) The Amended and Restated Certificate of Incorporation of the Company (IPO Form), which was prepared for adoption and filing with the Delaware Secretary of State upon the closing of the proposed offering and which contemplated, among other things, a dual-class common stock structure, enhanced director exculpation and indemnification provisions, a forum selection clause, and certain anti-takeover provisions, shall not become effective, and no filing thereof shall be made with the Delaware Secretary of State. The Company's existing Restated Certificate of Incorporation, as currently on file with the Delaware Secretary of State, shall remain in full force and effect as the governing charter document of the Company.
(b) The Amended and Restated Bylaws of the Company (IPO Form), which were prepared for adoption upon the closing of the proposed offering and which contemplated provisions customary for Nasdaq-listed companies, including advance notice provisions, proxy access, and enhanced indemnification procedures, shall not become effective. The Company's existing Amended and Restated Bylaws shall remain in full force and effect as the governing bylaws of the Company.
(c) The stockholder consent or consents previously obtained from one or more stockholders of the Company authorizing the adoption of the Amended and Restated Certificate of Incorporation (IPO Form) upon the closing of the proposed offering shall be of no further force or effect, and the officers are authorized to so notify the applicable stockholders.
(d) The charters for the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee of the Board, each as prepared in connection with the proposed offering to comply with Nasdaq listing standards and applicable SEC rules, shall be retained in the Company's corporate files for potential future use but are not adopted by the Board at this time and shall have no operative effect unless and until duly adopted by the Board by separate action.
Resolution 10 — Nasdaq Listing Application
RESOLVED, that any pending application filed by or on behalf of the Company with the Nasdaq Stock Market LLC for listing of the Company's Class A Common Stock on the Nasdaq Global Select Market under the proposed ticker symbol "LMSA," including any supplements or amendments thereto, is hereby withdrawn, and the officers of the Company are authorized and directed to provide prompt written notice to the Nasdaq Listing Qualifications Department of such withdrawal and to take all actions necessary or appropriate to effectuate such withdrawal in a timely and orderly manner.
Resolution 11 — Status of Issuer's Counsel Engagement
RESOLVED, that Calderwood & Harkness LLP (Matter Number 1008-00002) shall be directed to wind down its engagement as issuer's counsel in connection with the proposed offering in an orderly manner, including the completion of all final billing, time entry reconciliation, and disbursement accounting, and the implementation of document retention procedures as appropriate under the terms of the engagement letter dated November 8, 2021, between the Company and Calderwood & Harkness LLP (the "Engagement Letter"). The fee cap of One Million Nine Hundred Fifty Thousand Dollars ($1,950,000) set forth in Section 4(b) of the Engagement Letter shall remain in full force and effect and shall apply to all legal fees and disbursements incurred by Calderwood & Harkness LLP in connection with the proposed offering through the completion of the wind-down and closing of the engagement. The officers are authorized to coordinate with Calderwood & Harkness LLP regarding the orderly transfer or retention of all work product, files, and materials generated in connection with the proposed offering, in accordance with the document retention provisions of the Engagement Letter and applicable professional responsibility rules.
Resolution 12 — Payment of Incurred Expenses
RESOLVED, that the officers of the Company are hereby authorized and directed to pay, or cause to be paid, all fees, costs, and expenses incurred by the Company in connection with the proposed offering, including without limitation:
(a) legal fees and disbursements of Calderwood & Harkness LLP (issuer's counsel), subject to the fee cap referenced in Resolution 11;
(b) audit and accounting fees of Meridian & Howe LLP (independent auditor), including fees for the audit of the Company's consolidated financial statements for the fiscal years ended December 31, 2020 and December 31, 2021, the review of interim financial statements, the issuance of comfort letters, and related services;
(c) fees and disbursements of Hennessy Consulting Group LLC (financial printer and EDGAR filing agent), including costs associated with the printing and distribution of the preliminary prospectus and the preparation and filing of EDGAR submissions;
(d) the SEC registration fee in the amount of Twenty Thousand Three Hundred Ninety-Four Dollars ($20,394), previously paid to the SEC in connection with the filing of the Registration Statement;
(e) the Nasdaq listing application fee, to the extent such fee was paid or remains payable in connection with the Company's listing application;
(f) any expense reimbursements payable to the Underwriters or to Hargrove & Liddell LLP (underwriters' counsel) pursuant to the terms of the applicable engagement letters or expense reimbursement agreements; and
(g) all other costs, fees, and expenses reasonably and properly incurred in connection with the proposed offering, the preparation and filing of the Registration Statement, the marketing and road show activities, and the wind-down of the offering process;
in each case in amounts consistent with the offering expense budgets previously approved by the Board and management, and subject to such officer's review and approval of final invoices. The Chief Financial Officer shall prepare and present to the Board a final accounting of all offering-related expenses within sixty (60) days following the completion of the wind-down process.
Resolution 13 — Preservation of Confidential Treatment
RESOLVED, that the officers of the Company are hereby authorized and directed to take all actions necessary, appropriate, or advisable to preserve the confidential treatment of the Draft Registration Statement submissions (including the initial DRS filed on January 10, 2022, and the amended DRS filings submitted on March 4, 2022, and March 28, 2022) made by the Company to the SEC on a confidential basis prior to the public filing of the Registration Statement on April 14, 2022, to the fullest extent permitted under the Securities Act, the JOBS Act, and applicable SEC rules and regulations, including without limitation Rule 406 under the Securities Act and Rule 83 of the SEC's Rules of Practice. The officers shall consult with Calderwood & Harkness LLP as necessary regarding any obligations of the Company to make publicly available any previously confidential submissions in connection with or following the withdrawal of the Registration Statement.
Resolution 14 — Future Offering Considerations
RESOLVED, that the Board hereby acknowledges and confirms that the withdrawal of the Registration Statement and the termination of the proposed offering do not preclude the Company from filing a new registration statement under the Securities Act, renewing or refiling a registration statement on Form S-1 or any other applicable form, or pursuing an initial public offering, a direct listing, a business combination with a special purpose acquisition company, a private placement, or any other capital markets, financing, or liquidity transaction in the future, at such time and on such terms as the Board may determine in its sole discretion. The officers of the Company are hereby authorized and directed to continue to monitor equity market conditions, IPO market activity, and technology sector valuations, and to present recommendations to the Board at such time as management believes that conditions may be favorable for a renewed offering effort or alternative transaction. The Board further directs management to maintain the Company's IPO-readiness infrastructure, including its financial reporting capabilities, internal controls over financial reporting, and disclosure controls and procedures, to the extent reasonably practicable and cost-effective, so as to facilitate a timely re-engagement of the IPO process should the Board determine to pursue such a transaction in the future.
Resolution 15 — General Authority
RESOLVED, that each of the officers of the Company, including without limitation Priya Subramanian (Chief Executive Officer), David Lau (Chief Financial Officer), and Naomi Feinberg (General Counsel and Corporate Secretary), is hereby authorized and empowered, in the name and on behalf of the Company, to take or cause to be taken all such further actions, and to execute, deliver, and file, or cause to be executed, delivered, and filed, all such further documents, instruments, agreements, certificates, notices, consents, applications, filings, and communications, as such officer may deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions and actions contemplated hereby, with the execution and delivery of any such document, instrument, or agreement by such officer to be conclusive evidence of such officer's approval thereof, of the authority of such officer to execute and deliver the same, and of the Company's authorization of the matters set forth therein.
RESOLVED FURTHER, that any and all actions heretofore taken by any officer or authorized representative of the Company in connection with the matters contemplated by the foregoing resolutions, including without limitation any communications with the SEC, the Underwriters, Nasdaq, or any other party, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.
CONSENT AND SIGNATURES
This Unanimous Written Consent shall be effective as of June 6, 2022. This consent may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) signature pages), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. This consent shall be filed with the minutes of proceedings of the Board of Directors of the Company in accordance with Section 141(f) of the DGCL and shall constitute the action of the Board with the same force and effect as if such action had been taken at a duly convened meeting of the Board at which all directors were present.
[Signature Pages Follow]
SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF LUMOS ANALYTICS INC. DATED JUNE 6, 2022
________________________________________
Priya Subramanian Chief Executive Officer, Co-Founder, and Chair of the Board of Directors
Date: ________
________________________________________
Marcus Henley Chief Technology Officer, Co-Founder, and Director
Date: ________
________________________________________
Diane Ochoa Independent Director
Date: ________
________________________________________
Samuel Adebayo Independent Director
Date: ________
________________________________________
Catherine Mercer Independent Director
Date: ________
________________________________________
Jonathan Tsai Director (Designee of Velthryn Venture Partners Fund IV, L.P.)
Date: ________
________________________________________
Rebecca Stahl Director (Designee of Arclight Equity Group Fund VII, L.P.)
Date: ________

RESOLUTIONS OF THE BOARD OF DIRECTORS OF LUMOS ANALYTICS INC.

RECITALS

OPERATIVE RESOLUTIONS

CONSENT AND SIGNATURES

Record

Parties

Dates

Amounts