WRITTEN CONSENT OF THE BOARD OF DIRECTORS

WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF
LUMOS ANALYTICS INC.
IN LIEU OF A MEETING
Effective as of August 30, 2023
The undersigned, constituting 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 the Company's Amended and Restated Bylaws (the "Bylaws"), hereby adopt the following recitals and resolutions by unanimous written consent, effective as of August 30, 2023, without the necessity of a formal meeting, and with the same force and effect as if unanimously adopted at a duly convened meeting of the Board at which a quorum was present and acting throughout. This written consent may be executed in one or more counterparts, including by electronic signature, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
RECITALS
A. Background of the Company. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on January 14, 2022. The Company is registered with the Delaware Secretary of State under File No. 7394821 and holds Employer Identification Number (EIN) 87-3491026 with the Internal Revenue Service. The Company's principal executive offices are located at 340 Folsom Street, Suite 1100, San Francisco, California 94105. The Company's registered agent for service of process in the State of Delaware is CT Cascade Systems, located at 1209 Orange Street, Wilmington, Delaware 19801. The Company is engaged in the development and commercialization of an artificial intelligence-driven financial analytics platform known as "Lumos Prism," which provides predictive analytics, data visualization, and decision-support tools for institutional and enterprise customers in the financial services industry.
B. Current Board Composition. The Board of Directors of the Company currently consists of three (3) members, as follows:
(i) Priya Narasimhan, Co-Founder, Chief Executive Officer & President, serving as Chair of the Board;
(ii) Elliot Marsh, Co-Founder, Chief Technology Officer; and
(iii) Kenji Watanabe, Independent Director, appointed to the Board effective July 18, 2023.
Each of the foregoing directors is a duly elected and currently serving member of the Board, and together they constitute all of the members of the Board as of the date hereof.
C. Current Officers. The current officers of the Company are as follows:
(i) Priya Narasimhan, Chief Executive Officer & President;
(ii) Elliot Marsh, Chief Technology Officer; and
(iii) Danielle Okoye, Chief Financial Officer, who joined the Company and was appointed to such position effective March 6, 2023.
D. Existing Capitalization. As of the date hereof, the authorized capital stock of the Company consists of ten million (10,000,000) shares of Common Stock, par value $0.0001 per share, of which eight million six hundred thousand (8,600,000) shares of Common Stock are issued and outstanding, held of record as follows:
In addition, the Company has reserved one million two hundred thousand (1,200,000) shares of Common Stock for issuance under the Company's 2022 Equity Incentive Plan (the "Plan"), of which four hundred eighty thousand (480,000) shares are subject to outstanding option grants and seven hundred twenty thousand (720,000) shares remain available for future issuance under the Plan.
Furthermore, the Company has outstanding Simple Agreements for Future Equity ("SAFEs") issued in connection with the Company's pre-seed financing round in August 2022 (the "Pre-Seed SAFEs"), in an aggregate purchase amount of one million two hundred thousand dollars ($1,200,000), each bearing a post-money valuation cap of eight million dollars ($8,000,000). The Pre-Seed SAFEs were issued to the following investors in the respective amounts set forth below:
The Pre-Seed SAFEs remain outstanding and have not converted as of the date hereof.
E. Proposed SAFE Financing Round. The Company desires to raise additional capital to fund the continued development, commercialization, and growth of its Lumos Prism platform and general corporate purposes through the issuance of Simple Agreements for Future Equity ("SAFEs") based on the Calderon Partners LLC standard Post-Money SAFE form, as modified to reflect the specific terms negotiated between the Company and the investors described below (the "SAFE Financing"). The total target amount of the SAFE Financing is up to six million eight hundred thousand dollars ($6,800,000) in aggregate purchase amounts. All SAFEs to be issued in connection with the SAFE Financing shall have a post-money valuation cap of twenty-eight million dollars ($28,000,000) and shall not include any discount rate. The anticipated investors and their respective commitment amounts for the SAFE Financing are as follows:
Each SAFE to be issued in the SAFE Financing shall include a most-favored-nation ("MFN") provision in favor of the holder, providing that if the Company subsequently issues any SAFE or similar convertible instrument on terms more favorable to the holder thereof, the holders of the SAFEs issued in the SAFE Financing shall have the right to amend their SAFEs to incorporate such more favorable terms. Conversion events under each SAFE shall include: (a) an Equity Financing, defined as a bona fide transaction or series of transactions with the principal purpose of raising capital in which the Company issues and sells shares of its preferred stock, with a minimum aggregate amount of proceeds of not less than one million dollars ($1,000,000), excluding any conversion of SAFEs or other convertible securities (an "Equity Financing"); (b) a Liquidity Event, as defined in the applicable SAFE; and (c) a Dissolution Event, as defined in the applicable SAFE. The SAFEs shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles.
F. Pro Rata Rights Side Letter. In connection with Vantage Peak Ventures Fund II, L.P.'s commitment as the lead investor of the SAFE Financing, the Company anticipates entering into a separate Pro Rata Rights Side Letter (the "Side Letter") with Vantage Peak Ventures Fund II, L.P., granting such investor customary pro rata participation rights in the next equity financing round following the conversion of its SAFE into equity securities of the Company. Such pro rata rights shall entitle the holder to purchase its proportionate share of securities offered in such subsequent equity financing, on the terms and conditions to be set forth in the Side Letter.
G. Engagement of Counsel. The Company has engaged the law firm of Calderwood & Harkness LLP ("Calderwood & Harkness") as issuer's counsel to the Company in connection with the SAFE Financing. Patricia Dunmore is the responsible partner at Calderwood & Harkness overseeing the engagement, pursuant to an engagement letter dated August 21, 2023, and assigned Matter No. 1008-00003. Calderwood & Harkness has been engaged to prepare and review the form of SAFE, the Side Letter, and all ancillary documentation in connection with the SAFE Financing.
H. Board Determination. The Board has reviewed and carefully considered the terms of the proposed SAFE Financing, including the aggregate amount to be raised, the post-money valuation cap, the form of SAFE instrument, the identity and qualifications of the proposed investors, the pro rata rights to be granted to the lead investor, and the impact of the SAFE Financing on the Company's existing capitalization and the rights of existing stockholders and SAFE holders. After due deliberation and consultation with management and the Company's legal counsel, the Board has determined that the SAFE Financing, on the terms described herein, is fair and reasonable, and in the best interests of the Company and its stockholders, and that the Company should proceed with the SAFE Financing on the terms set forth herein.
RESOLUTIONS
NOW, THEREFORE, BE IT:
Resolution 1 — Authorization and Approval of the SAFE Financing.
RESOLVED, that the SAFE Financing, as described in the recitals above, is hereby authorized, approved, and ratified in all respects. The Company is hereby authorized to issue SAFEs to the investors identified in Recital E above, and to such additional or substitute investors as the officers of the Company may determine, in an aggregate purchase amount not to exceed six million eight hundred thousand dollars ($6,800,000), with each such SAFE to have a post-money valuation cap of twenty-eight million dollars ($28,000,000), no discount rate, most-favored-nation provisions in favor of the holders, and conversion triggers upon an Equity Financing (with a minimum aggregate threshold of $1,000,000), a Liquidity Event, and a Dissolution Event, each as more particularly described in the form of SAFE.
FURTHER RESOLVED, that the form of Post-Money Simple Agreement for Future Equity, substantially in the form to be prepared by Calderwood & Harkness LLP based on the Calderon Partners LLC standard Post-Money SAFE form (as modified to reflect the terms negotiated between the Company and the investors), is hereby approved, together with such changes, modifications, additions, and deletions thereto as the officers of the Company executing the same shall approve, the execution thereof by such officers to be conclusive evidence of their approval of any such changes, modifications, additions, and deletions.
Resolution 2 — Authorization of Pro Rata Rights Side Letter.
RESOLVED, that the Company is hereby authorized and approved to negotiate, execute, and deliver a Pro Rata Rights Side Letter with Vantage Peak Ventures Fund II, L.P., granting to Vantage Peak Ventures Fund II, L.P. customary pro rata participation rights in the next equity financing of the Company following the conversion of its SAFE into equity securities of the Company, on such terms and conditions as are customary for transactions of this nature and as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by their execution thereof.
Resolution 3 — Authorization of Information Rights.
RESOLVED, that the Company is hereby authorized to grant information rights to the holders of SAFEs issued in connection with the SAFE Financing, as negotiated between the Company and such holders and as set forth in the executed SAFEs or in any separate agreement with such holders, including without limitation the delivery of periodic financial information, annual financial statements, and such other information as may be required thereunder or as the officers of the Company may agree to provide, on terms consistent with the Company's obligations and as the officers of the Company deem appropriate.
Resolution 4 — Delegation of Execution Authority.
RESOLVED, that Priya Narasimhan, in her capacity as Chief Executive Officer and President of the Company, is hereby authorized and directed, acting singly and without the need for further Board approval, to negotiate, execute, and deliver on behalf of the Company each of the following:
(a) each SAFE to be issued to investors in connection with the SAFE Financing;
(b) the Pro Rata Rights Side Letter with Vantage Peak Ventures Fund II, L.P.;
(c) any and all ancillary documents, certificates, closing deliverables, investor questionnaires, side letters, or other agreements or instruments as may be reasonably required or desirable in connection with the SAFE Financing; and
(d) any amendments, modifications, supplements, or waivers to any of the foregoing documents as she may deem necessary, appropriate, or advisable to consummate the transactions contemplated hereby.
FURTHER RESOLVED, that such authority shall include the power to approve modifications to the form of SAFE and to any ancillary documents as Priya Narasimhan, in her sole judgment, deems necessary, appropriate, or advisable to carry out the purposes and intent of the SAFE Financing; provided, however, that (i) the aggregate purchase amount of all SAFEs issued in connection with the SAFE Financing shall not exceed six million eight hundred thousand dollars ($6,800,000), and (ii) the post-money valuation cap applicable to each SAFE issued in connection with the SAFE Financing shall remain at twenty-eight million dollars ($28,000,000), in each case without further authorization of the Board.
Resolution 5 — Authorization to Accept Funds.
RESOLVED, that the officers of the Company are hereby authorized and directed to accept and deposit all funds received from investors in connection with the SAFE Financing into the Company's primary operating account maintained at Silicon Valley Commerce Bank (Account No. 8801-4427-3390), or into such other bank account or accounts of the Company as the Chief Financial Officer or the Chief Executive Officer may designate, and to take all actions necessary or appropriate in connection with the receipt and deposit of such funds, including without limitation the execution of any wire transfer instructions, deposit acknowledgments, or banking documentation required by Silicon Valley Commerce Bank or any other financial institution.
Resolution 6 — Authorization of Filings and Compliance Actions.
RESOLVED, that the officers of the Company are hereby authorized and directed to prepare, execute, file, and deliver, or cause to be prepared, executed, filed, and delivered, any and all notices, reports, applications, filings, registrations, or other documents with any federal, state, or local governmental or regulatory authority, including without limitation any required filings with the United States Securities and Exchange Commission (including Form D under Regulation D of the Securities Act of 1933, as amended), any required filings or notices with the securities regulators of the State of California, the State of Delaware, or any other state in which such filings or notices may be required, and any other governmental or regulatory filings as may be necessary, required, or appropriate in connection with the issuance of SAFEs pursuant to the SAFE Financing and the other transactions contemplated hereby, and to pay or cause to be paid any filing fees, taxes, or other charges associated therewith.
Resolution 7 — Ratification of Prior Actions.
RESOLVED, that all actions heretofore taken by any officer, director, employee, or agent of the Company, in the name of and on behalf of the Company, in connection with the matters contemplated by the foregoing resolutions, including without limitation (a) the engagement of Calderwood & Harkness LLP as issuer's counsel to the Company in connection with the SAFE Financing pursuant to the engagement letter dated August 21, 2023, (b) the preparation, circulation, and negotiation of a non-binding term sheet with Vantage Peak Ventures Fund II, L.P. on or about August 25, 2023, (c) all discussions and negotiations with potential investors in connection with the SAFE Financing, and (d) all preliminary actions taken to prepare for the consummation of the SAFE Financing, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Company.
Resolution 8 — General Authority.
RESOLVED, that each of the officers of the Company is hereby authorized and empowered to take all such further actions and to negotiate, execute, acknowledge, deliver, file, and record all such further documents, instruments, agreements, certificates, and other writings, in the name and on behalf of the Company, as such officer may deem necessary, appropriate, or advisable in order to effectuate the intent and carry out the purposes of the foregoing resolutions, including without limitation the payment of all fees, costs, and expenses incidental thereto, the taking of any such action and the execution and delivery of any such document or instrument to be conclusive evidence of such officer's determination that such action, document, or instrument is necessary, appropriate, or advisable.
EFFECTIVENESS AND COUNTERPARTS
This Written Consent shall be effective as of August 30, 2023. This Written 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. Signatures delivered by facsimile or electronic transmission shall be deemed original signatures for all purposes.
This Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall be maintained in the Company's corporate records. This Written Consent shall have the same force and effect as if the resolutions set forth herein had been duly adopted at a meeting of the Board of Directors duly called and held, at which all members of the Board were present and voting, and at which a quorum was present and acting throughout.
IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Lumos Analytics Inc., have executed this Written Consent effective as of the date first set forth above.
________________________________________
Priya Narasimhan Director, Co-Founder, Chief Executive Officer & President
Date: August 30, 2023
________________________________________
Elliot Marsh Director, Co-Founder, Chief Technology Officer
Date: August 30, 2023
________________________________________
Kenji Watanabe Independent Director
Date: August 30, 2023
Stockholder | Shares of Common Stock | Percentage of Outstanding
Priya Narasimhan | 4,200,000 | 48.84%
Elliot Marsh | 3,800,000 | 44.19%
Danielle Okoye | 600,000 | 6.98%
Total Outstanding | 8,600,000 | 100.00%
Investor | SAFE Purchase Amount
Ridgeline Angel Fund, L.P. | $500,000
Angela Forsythe | $300,000
Dr. Naveen Iyer | $250,000
Sylvia Montero | $150,000
Total Pre-Seed SAFEs | $1,200,000
Investor | Commitment Amount | Role
Vantage Peak Ventures Fund II, L.P. | $3,500,000 | Lead Investor
Ridgeline Angel Fund, L.P. | $1,200,000 | Existing Investor
Canopy Growth Capital LLC | $1,100,000 | New Investor
Atlas Fintech Syndicate, L.P. | $1,000,000 | New Investor
Total SAFE Financing | $6,800,000