CALDERWOOD & HARKNESS LLP Attorneys at Law
555 California Street, 30th Floor San Francisco, California 94104 Telephone: (415) 773-8200 Facsimile: (415) 773-8201 www.calderwoodharkness.com
September 11, 2023
VIA OVERNIGHT COURIER
Delaware Department of State Division of Corporations
Attention: Certificate Unit
John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
Re: Request for Certificate of Good Standing — Lumos Analytics Inc. Delaware Secretary of State File No. 7394821 Entity Type: Corporation (C-Corporation) Jurisdiction of Incorporation: State of Delaware Calderwood & Harkness LLP Matter No. 1008-00003
Dear Sir or Madam:
This firm, Calderwood & Harkness LLP, serves as legal counsel to Lumos Analytics Inc., a corporation duly organized and existing under the laws of the State of Delaware. On behalf of our client, Lumos Analytics Inc., we respectfully request that the Delaware Secretary of State issue a Certificate of Good Standing (also commonly referred to as a Certificate of Status) for the above-referenced entity. This certificate is being requested in connection with a corporate financing transaction in which Lumos Analytics Inc. is currently engaged, and we would be grateful if the certificate could be prepared and delivered as soon as practicable.
For your reference and convenience, the relevant entity details are set forth below:
We respectfully request that the Division of Corporations issue a short-form Certificate of Good Standing confirming that Lumos Analytics Inc. is a corporation duly incorporated and in good standing under the laws of the State of Delaware as of the date of issuance. We request that the Division issue both a certified original and one (1) certified copy of the Certificate of Good Standing. In addition, we request expedited processing of this request — preferably twenty-four (24) hour or same-day processing, if available — so that the certificate may be obtained without delay in light of the time-sensitive nature of the underlying transaction. If expedited processing requires the payment of additional fees beyond the standard filing and certificate fees, we hereby authorize such additional charges as described below.
Enclosed with this letter, please find payment in the amount required under the current Delaware Division of Corporations fee schedule, covering all applicable filing fees, certificate fees, and any expedited processing surcharges. Payment is made by check payable to the "Delaware Secretary of State." To the extent any additional or supplemental fees are required to complete this request, including but not limited to fees associated with expedited or same-day processing, those fees are hereby authorized and may be charged to our firm account on file with the Division of Corporations. For internal billing and accounting purposes, please reference all charges to Calderwood & Harkness LLP Matter No. 1008-00003.
We request that the original Certificate of Good Standing and the certified copy be sent via overnight courier to the following address:
Calderwood & Harkness LLP 555 California Street, 30th Floor San Francisco, California 94104
Attention: Omar Siddiqui
Additionally, if electronic delivery is available, we would appreciate it if a PDF copy of the Certificate of Good Standing could be emailed to the undersigned at osiddiqui@calderwoodharkness.com in advance of physical delivery. Early receipt of an electronic copy would be of great assistance given the timeline of the transaction.
Should you have any questions or require any additional information in connection with this request, please do not hesitate to contact the undersigned directly:
Omar Siddiqui, Associate Calderwood & Harkness LLP 555 California Street, 30th Floor San Francisco, California 94104 Telephone: (415) 773-8247
Email: osiddiqui@calderwoodharkness.com
Reference: Matter No. 1008-00003
Thank you for your prompt attention to this matter. We appreciate your assistance and look forward to receiving the requested certificate at your earliest convenience.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Omar Siddiqui Associate 555 California Street, 30th Floor San Francisco, California 94104
Enclosure: Check for filing and certificate fees (per current Delaware Division of Corporations fee schedule)
cc: Patricia Dunmore, Partner, Calderwood & Harkness LLP
Priya Narasimhan, CEO & President, Lumos Analytics Inc., 340 Folsom Street, Suite 1100, San Francisco, California 94105
| Full Legal Name of Entity: | Lumos Analytics Inc. |
| State of Incorporation: | Delaware |
| Date of Incorporation: | January 14, 2022 |
| Delaware Secretary of State File Number: | 7394821 |
| Federal Employer Identification Number (EIN): | 87-3491026 |
| Registered Agent: | CT Cascade Systems |
| Registered Agent Address: | 1209 Orange Street, Wilmington, Delaware 19801 |
| Principal Business Address / Headquarters: | 340 Folsom Street, Suite 1100, San Francisco, California 94105 |