1008-00003 · Client 1008 · Corporate Authorizations

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SECRETARY'S CERTIFICATE OF LUMOS ANALYTICS INC.

(a Delaware corporation)

September 12, 2023

The undersigned, Elliot Marsh, hereby certifies that he is the duly elected, qualified, and acting Secretary of Lumos Analytics Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), with its principal office located at 340 Folsom Street, Suite 1100, San Francisco, California 94105.

This Secretary's Certificate (this "Certificate") is being delivered in connection with the Company's financing pursuant to Simple Agreements for Future Equity (the "SAFE Financing"). This Certificate is delivered to Vantage Peak Ventures Fund II, L.P. ("Lead Investor") and each of the other investors party to Post-Money SAFEs executed in connection with the SAFE Financing (collectively with the Lead Investor, the "Investors"), and may be relied upon by the Investors and their respective counsel in connection with the SAFE Financing. Unless otherwise defined herein, all capitalized terms used but not defined in this Certificate shall have the meanings ascribed to them in the Post-Money SAFE between the Company and Vantage Peak Ventures Fund II, L.P. dated as of September 12, 2023 (the "SAFE Agreement").

In my capacity as Secretary of the Company, and not in my individual capacity, I hereby certify to the Investors as follows:

Section 1. Organization and Good Standing

The Company was duly incorporated as a corporation under the General Corporation Law of the State of Delaware (the "DGCL") on January 14, 2022, under Delaware Secretary of State File No. 7394821. The Company's registered agent in the State of Delaware is CT Cascade Systems, located at 1209 Orange Street, Wilmington, Delaware 19801.

The Company is a corporation validly existing and in good standing under the laws of the State of Delaware as of the date hereof. A certificate of good standing issued by the Secretary of State of the State of Delaware has been ordered and will be delivered to the Lead Investor's counsel supplementally upon receipt; provided, however, that the undersigned has no reason to believe that the Company is not in good standing as of the date of this Certificate.

The Company's federal Employer Identification Number (EIN) is 87-3491026.

Section 2. Authorization of the SAFE Financing

The Board of Directors of the Company (the "Board") duly adopted resolutions authorizing the SAFE Financing by unanimous written consent in lieu of a meeting, dated August 30, 2023 (the "Board Consent"), in accordance with Section 141(f) of the DGCL, the Company's Certificate of Incorporation, and the Company's Bylaws.

The Board Consent authorized the Company to issue Post-Money SAFEs to one or more Investors in an aggregate purchase amount of up to Six Million Eight Hundred Thousand Dollars ($6,800,000), with a post-money valuation cap of Twenty-Eight Million Dollars ($28,000,000), upon terms and conditions substantially consistent with the form of Post-Money SAFE approved by the Board.

Pursuant to the Board Consent, the Board delegated to Priya Narasimhan, in her capacity as Chief Executive Officer and President of the Company, full power and authority to negotiate, execute, and deliver, on behalf of the Company, SAFEs and all ancillary documents, instruments, and agreements related to the SAFE Financing, and to take any and all actions as she may deem necessary or advisable in connection therewith, including without limitation, determining the specific purchase amount of each individual SAFE, finalizing the identity of each Investor, and effecting such ministerial changes to the form of SAFE as she may determine to be appropriate, in her sole discretion.

The Board Consent has not been amended, modified, supplemented, revoked, or rescinded in any respect and remains in full force and effect as of the date hereof, and no further action of the Board or the stockholders of the Company is necessary to authorize the execution, delivery, and performance of the SAFEs or the consummation of the transactions contemplated thereby.

A true, correct, and complete copy of the Board Consent is attached hereto as Exhibit A and incorporated herein by reference.

Section 3. Incumbency of Officers

I hereby certify that the following persons are the duly elected or appointed, qualified, and acting officers of the Company as of the date hereof, holding the offices set forth opposite their respective names below, and that the signatures set forth opposite their respective names are their true and genuine signatures:

Each of the foregoing officers has held his or her respective position continuously since the date indicated above through the date hereof, and no person other than those listed above holds any officer position with the Company as of the date of this Certificate. Each such officer was duly elected or appointed in accordance with the Company's Certificate of Incorporation, Bylaws, and applicable provisions of the DGCL.

Section 4. Board of Directors

I hereby certify that the following persons constitute all of the members of the Board of Directors of the Company as of the date hereof:

1. Priya Narasimhan — Chair of the Board (serving since January 14, 2022)

2. Elliot Marsh — Director (serving since January 14, 2022)

3. Kenji Watanabe — Independent Director (appointed July 18, 2023)

The foregoing directors were each duly elected or appointed in accordance with the Company's Certificate of Incorporation, Bylaws, and the DGCL. No vacancies currently exist on the Board, and no additional director seats have been created or authorized beyond those currently occupied by the persons identified above.

Section 5. Capitalization

As of the date hereof, the authorized capital stock of the Company consists solely of 10,000,000 shares of Common Stock, par value $0.0001 per share (the "Common Stock").

As of the date hereof, 8,600,000 shares of Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid, and nonassessable, and are held of record by the following stockholders:

The Company has adopted the 2022 Equity Incentive Plan (the "Plan"), which was duly approved by the Board and the stockholders of the Company. Under the Plan, 1,200,000 shares of Common Stock are reserved for issuance. As of the date hereof, stock options or other awards covering 480,000 shares of Common Stock have been granted under the Plan (of which none have been exercised), and 720,000 shares of Common Stock remain available for future grant and issuance under the Plan.

The Company has outstanding pre-seed Simple Agreements for Future Equity in an aggregate purchase amount of One Million Two Hundred Thousand Dollars ($1,200,000), each issued in August 2022 with a post-money valuation cap of Eight Million Dollars ($8,000,000) (collectively, the "Pre-Seed SAFEs"). The Pre-Seed SAFEs are held by the following persons and entities:

Except as set forth in this Section 5, there are no outstanding options, warrants, convertible notes, convertible securities, Simple Agreements for Future Equity, or other rights, agreements, or commitments of any kind obligating the Company to issue or sell any shares of its capital stock or other equity securities, or any securities convertible into or exchangeable for any shares of its capital stock or other equity securities.

Section 6. Organizational Documents

The Certificate of Incorporation of the Company (the "Certificate of Incorporation"), as originally filed with the Secretary of State of the State of Delaware on January 14, 2022, has not been amended, restated, supplemented, or otherwise modified in any respect since the date of its original filing, and remains in full force and effect as of the date hereof.

The Bylaws of the Company (the "Bylaws"), as originally adopted by the Board of Directors, have not been amended, restated, supplemented, or otherwise modified in any respect since the date of their adoption, and remain in full force and effect as of the date hereof.

True, correct, and complete copies of the Certificate of Incorporation and Bylaws, each as in effect on the date hereof, have been previously provided to counsel for the Lead Investor and are available for inspection at the Company's principal office.

Section 7. No Conflicts; No Litigation

The execution and delivery by the Company of the SAFEs entered into in connection with the SAFE Financing, and the consummation of the transactions contemplated thereby, do not and will not (a) violate, conflict with, or result in any breach or contravention of any provision of the Company's Certificate of Incorporation or Bylaws, (b) to the knowledge of the undersigned, violate, conflict with, or result in a breach of any material agreement, instrument, order, judgment, or decree to which the Company is a party or by which it or its properties or assets are bound, or (c) to the knowledge of the undersigned, violate any applicable law, statute, rule, or regulation.

To the knowledge of the undersigned, after due inquiry, there is no action, suit, claim, investigation, arbitration, or legal, administrative, or governmental proceeding pending or, to the knowledge of the undersigned, threatened in writing against the Company or any of its officers or directors in their capacity as such, that would reasonably be expected to (i) materially and adversely affect the Company's ability to perform its obligations under the SAFEs or any related documents, (ii) materially and adversely affect the business, financial condition, or operations of the Company, or (iii) challenge or seek to prevent, enjoin, alter, or materially delay any of the transactions contemplated by the SAFE Financing.

Section 8. Additional Certifications

All corporate actions and proceedings required to be taken by or on behalf of the Company by the DGCL, the Company's Certificate of Incorporation, the Company's Bylaws, or otherwise, in connection with the authorization, execution, delivery, and performance of the SAFEs and the consummation of the transactions contemplated by the SAFE Financing, have been duly and validly taken, and no further corporate action or approval on the part of the Board, the stockholders of the Company, or any other person or entity is necessary or required in connection therewith.

The SAFEs, when duly executed and delivered by the Company in accordance with the Board Consent and the delegation of authority described in Section 2 above, will constitute valid, legal, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws of general applicability relating to or affecting creditors' rights generally, and (b) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding in equity or at law).

[Remainder of this page intentionally left blank. Signature page follows.]

[SIGNATURE PAGE TO SECRETARY'S CERTIFICATE]

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of September 12, 2023.

________________________________________

Elliot Marsh Secretary, Lumos Analytics Inc.

I, Priya Narasimhan, Chief Executive Officer and President of the Company, hereby certify that Elliot Marsh is the duly elected, qualified, and acting Secretary of the Company, and that the signature set forth above is his true and genuine signature.

________________________________________

Priya Narasimhan Chief Executive Officer & President, Lumos Analytics Inc.

EXHIBIT A

UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF LUMOS ANALYTICS INC. IN LIEU OF A MEETING

August 30, 2023

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, hereby adopt the following resolutions by unanimous written consent in lieu of a meeting, effective as of the date first set forth above. This consent may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

SAFE Financing Authorization

WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to raise additional capital through the issuance of Simple Agreements for Future Equity (each, a "SAFE" and collectively, the "SAFEs") to one or more investors;

WHEREAS, the Board has reviewed a form of Post-Money SAFE substantially in the form published by Calderon Partners LLC, as modified for the Company's specific circumstances and presented to the Board (the "Form SAFE"), and has had an opportunity to discuss the same with the Company's counsel;

WHEREAS, the Board has considered the terms and conditions of the proposed SAFE Financing, including the aggregate purchase amount, the post-money valuation cap, and the other material terms thereof, and has determined that the SAFE Financing, upon the terms described herein, is fair and reasonable to the Company and in the best interests of the Company and its stockholders;

NOW, THEREFORE, BE IT RESOLVED, that the Company is hereby authorized to issue SAFEs to one or more investors in an aggregate purchase amount of up to Six Million Eight Hundred Thousand Dollars ($6,800,000), with a post-money valuation cap of Twenty-Eight Million Dollars ($28,000,000), substantially in the form of the Form SAFE presented to the Board, with such modifications, additions, or deletions as the officer executing the same may approve, such approval to be conclusively evidenced by his or her execution and delivery thereof;

RESOLVED FURTHER, that Priya Narasimhan, in her capacity as Chief Executive Officer and President of the Company, is hereby authorized, empowered, and directed, acting singly and on behalf of the Company, to negotiate, execute, and deliver SAFEs and all related documents, instruments, certificates, and agreements on behalf of the Company in connection with the SAFE Financing, and to take any and all such further actions and to execute any and all such further documents, instruments, and agreements as she may deem necessary, appropriate, or advisable to carry out the purposes and intent of the foregoing resolutions, the execution and delivery of any such documents or the taking of any such actions to be conclusive evidence of her authority and the Board's approval thereof;

RESOLVED FURTHER, that any and all actions heretofore taken by any officer or director of the Company in furtherance of the purposes and intent of the foregoing resolutions are hereby ratified, confirmed, approved, and adopted as actions taken on behalf of and in the name of the Company;

RESOLVED FURTHER, that the Secretary of the Company is hereby authorized and directed to file this consent with the minutes of the proceedings of the Board, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware.

General Authority. RESOLVED, that the officers of the Company are, and each of them hereby is, authorized and empowered to take any and all such further actions, to execute and deliver any and all such further agreements, instruments, documents, and certificates, and to pay such fees and expenses, in the name and on behalf of the Company, as any such officer may deem necessary or advisable to effectuate the purposes and intent of the resolutions hereby adopted, the taking of such actions, the execution and delivery of such agreements, instruments, documents, and certificates, and the payment of such fees and expenses to be conclusive evidence of his or her authorization hereunder and the approval of the Board.

[Signature Page Follows]

[SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS]

IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Board of Directors of Lumos Analytics Inc. in Lieu of a Meeting as of August 30, 2023.

________________________________________

Priya Narasimhan Director and Chair of the Board

________________________________________

Elliot Marsh Director

________________________________________

Kenji Watanabe Director

The foregoing constitutes a true, correct, and complete copy of the Unanimous Written Consent of the Board of Directors of Lumos Analytics Inc. in Lieu of a Meeting, dated August 30, 2023, as certified by the Secretary of the Company.

Name	Title	Serving Since	Signature
Priya Narasimhan	Co-Founder, Chief Executive Officer & President	January 14, 2022	______
Elliot Marsh	Co-Founder, Chief Technology Officer & Secretary	January 14, 2022	______
Danielle Okoye	Chief Financial Officer	March 6, 2023	______
Stockholder	Shares of Common Stock
Priya Narasimhan	4,200,000
Elliot Marsh	3,800,000
Danielle Okoye	600,000
Total Issued and Outstanding	8,600,000
Holder	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

SECRETARY'S CERTIFICATE OF LUMOS ANALYTICS INC.
(a Delaware corporation)
September 12, 2023
The undersigned, Elliot Marsh, hereby certifies that he is the duly elected, qualified, and acting Secretary of Lumos Analytics Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), with its principal office located at 340 Folsom Street, Suite 1100, San Francisco, California 94105.
This Secretary's Certificate (this "Certificate") is being delivered in connection with the Company's financing pursuant to Simple Agreements for Future Equity (the "SAFE Financing"). This Certificate is delivered to Vantage Peak Ventures Fund II, L.P. ("Lead Investor") and each of the other investors party to Post-Money SAFEs executed in connection with the SAFE Financing (collectively with the Lead Investor, the "Investors"), and may be relied upon by the Investors and their respective counsel in connection with the SAFE Financing. Unless otherwise defined herein, all capitalized terms used but not defined in this Certificate shall have the meanings ascribed to them in the Post-Money SAFE between the Company and Vantage Peak Ventures Fund II, L.P. dated as of September 12, 2023 (the "SAFE Agreement").
In my capacity as Secretary of the Company, and not in my individual capacity, I hereby certify to the Investors as follows:
Section 1. Organization and Good Standing
The Company was duly incorporated as a corporation under the General Corporation Law of the State of Delaware (the "DGCL") on January 14, 2022, under Delaware Secretary of State File No. 7394821. The Company's registered agent in the State of Delaware is CT Cascade Systems, located at 1209 Orange Street, Wilmington, Delaware 19801.
The Company is a corporation validly existing and in good standing under the laws of the State of Delaware as of the date hereof. A certificate of good standing issued by the Secretary of State of the State of Delaware has been ordered and will be delivered to the Lead Investor's counsel supplementally upon receipt; provided, however, that the undersigned has no reason to believe that the Company is not in good standing as of the date of this Certificate.
The Company's federal Employer Identification Number (EIN) is 87-3491026.
Section 2. Authorization of the SAFE Financing
The Board of Directors of the Company (the "Board") duly adopted resolutions authorizing the SAFE Financing by unanimous written consent in lieu of a meeting, dated August 30, 2023 (the "Board Consent"), in accordance with Section 141(f) of the DGCL, the Company's Certificate of Incorporation, and the Company's Bylaws.
The Board Consent authorized the Company to issue Post-Money SAFEs to one or more Investors in an aggregate purchase amount of up to Six Million Eight Hundred Thousand Dollars ($6,800,000), with a post-money valuation cap of Twenty-Eight Million Dollars ($28,000,000), upon terms and conditions substantially consistent with the form of Post-Money SAFE approved by the Board.
Pursuant to the Board Consent, the Board delegated to Priya Narasimhan, in her capacity as Chief Executive Officer and President of the Company, full power and authority to negotiate, execute, and deliver, on behalf of the Company, SAFEs and all ancillary documents, instruments, and agreements related to the SAFE Financing, and to take any and all actions as she may deem necessary or advisable in connection therewith, including without limitation, determining the specific purchase amount of each individual SAFE, finalizing the identity of each Investor, and effecting such ministerial changes to the form of SAFE as she may determine to be appropriate, in her sole discretion.
The Board Consent has not been amended, modified, supplemented, revoked, or rescinded in any respect and remains in full force and effect as of the date hereof, and no further action of the Board or the stockholders of the Company is necessary to authorize the execution, delivery, and performance of the SAFEs or the consummation of the transactions contemplated thereby.
A true, correct, and complete copy of the Board Consent is attached hereto as Exhibit A and incorporated herein by reference.
Section 3. Incumbency of Officers
I hereby certify that the following persons are the duly elected or appointed, qualified, and acting officers of the Company as of the date hereof, holding the offices set forth opposite their respective names below, and that the signatures set forth opposite their respective names are their true and genuine signatures:
Each of the foregoing officers has held his or her respective position continuously since the date indicated above through the date hereof, and no person other than those listed above holds any officer position with the Company as of the date of this Certificate. Each such officer was duly elected or appointed in accordance with the Company's Certificate of Incorporation, Bylaws, and applicable provisions of the DGCL.
Section 4. Board of Directors
I hereby certify that the following persons constitute all of the members of the Board of Directors of the Company as of the date hereof:
1.  Priya Narasimhan — Chair of the Board (serving since January 14, 2022)
2.  Elliot Marsh — Director (serving since January 14, 2022)
3.  Kenji Watanabe — Independent Director (appointed July 18, 2023)
The foregoing directors were each duly elected or appointed in accordance with the Company's Certificate of Incorporation, Bylaws, and the DGCL. No vacancies currently exist on the Board, and no additional director seats have been created or authorized beyond those currently occupied by the persons identified above.
Section 5. Capitalization
As of the date hereof, the authorized capital stock of the Company consists solely of 10,000,000 shares of Common Stock, par value $0.0001 per share (the "Common Stock").
As of the date hereof, 8,600,000 shares of Common Stock are issued and outstanding, all of which are duly authorized, validly issued, fully paid, and nonassessable, and are held of record by the following stockholders:
The Company has adopted the 2022 Equity Incentive Plan (the "Plan"), which was duly approved by the Board and the stockholders of the Company. Under the Plan, 1,200,000 shares of Common Stock are reserved for issuance. As of the date hereof, stock options or other awards covering 480,000 shares of Common Stock have been granted under the Plan (of which none have been exercised), and 720,000 shares of Common Stock remain available for future grant and issuance under the Plan.
The Company has outstanding pre-seed Simple Agreements for Future Equity in an aggregate purchase amount of One Million Two Hundred Thousand Dollars ($1,200,000), each issued in August 2022 with a post-money valuation cap of Eight Million Dollars ($8,000,000) (collectively, the "Pre-Seed SAFEs"). The Pre-Seed SAFEs are held by the following persons and entities:
Except as set forth in this Section 5, there are no outstanding options, warrants, convertible notes, convertible securities, Simple Agreements for Future Equity, or other rights, agreements, or commitments of any kind obligating the Company to issue or sell any shares of its capital stock or other equity securities, or any securities convertible into or exchangeable for any shares of its capital stock or other equity securities.
Section 6. Organizational Documents
The Certificate of Incorporation of the Company (the "Certificate of Incorporation"), as originally filed with the Secretary of State of the State of Delaware on January 14, 2022, has not been amended, restated, supplemented, or otherwise modified in any respect since the date of its original filing, and remains in full force and effect as of the date hereof.
The Bylaws of the Company (the "Bylaws"), as originally adopted by the Board of Directors, have not been amended, restated, supplemented, or otherwise modified in any respect since the date of their adoption, and remain in full force and effect as of the date hereof.
True, correct, and complete copies of the Certificate of Incorporation and Bylaws, each as in effect on the date hereof, have been previously provided to counsel for the Lead Investor and are available for inspection at the Company's principal office.
Section 7. No Conflicts; No Litigation
The execution and delivery by the Company of the SAFEs entered into in connection with the SAFE Financing, and the consummation of the transactions contemplated thereby, do not and will not (a) violate, conflict with, or result in any breach or contravention of any provision of the Company's Certificate of Incorporation or Bylaws, (b) to the knowledge of the undersigned, violate, conflict with, or result in a breach of any material agreement, instrument, order, judgment, or decree to which the Company is a party or by which it or its properties or assets are bound, or (c) to the knowledge of the undersigned, violate any applicable law, statute, rule, or regulation.
To the knowledge of the undersigned, after due inquiry, there is no action, suit, claim, investigation, arbitration, or legal, administrative, or governmental proceeding pending or, to the knowledge of the undersigned, threatened in writing against the Company or any of its officers or directors in their capacity as such, that would reasonably be expected to (i) materially and adversely affect the Company's ability to perform its obligations under the SAFEs or any related documents, (ii) materially and adversely affect the business, financial condition, or operations of the Company, or (iii) challenge or seek to prevent, enjoin, alter, or materially delay any of the transactions contemplated by the SAFE Financing.
Section 8. Additional Certifications
All corporate actions and proceedings required to be taken by or on behalf of the Company by the DGCL, the Company's Certificate of Incorporation, the Company's Bylaws, or otherwise, in connection with the authorization, execution, delivery, and performance of the SAFEs and the consummation of the transactions contemplated by the SAFE Financing, have been duly and validly taken, and no further corporate action or approval on the part of the Board, the stockholders of the Company, or any other person or entity is necessary or required in connection therewith.
The SAFEs, when duly executed and delivered by the Company in accordance with the Board Consent and the delegation of authority described in Section 2 above, will constitute valid, legal, and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws of general applicability relating to or affecting creditors' rights generally, and (b) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding in equity or at law).
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[SIGNATURE PAGE TO SECRETARY'S CERTIFICATE]
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of September 12, 2023.
________________________________________
Elliot Marsh Secretary, Lumos Analytics Inc.
I, Priya Narasimhan, Chief Executive Officer and President of the Company, hereby certify that Elliot Marsh is the duly elected, qualified, and acting Secretary of the Company, and that the signature set forth above is his true and genuine signature.
________________________________________
Priya Narasimhan Chief Executive Officer & President, Lumos Analytics Inc.
EXHIBIT A
UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF LUMOS ANALYTICS INC. IN LIEU OF A MEETING
August 30, 2023
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, hereby adopt the following resolutions by unanimous written consent in lieu of a meeting, effective as of the date first set forth above. This consent may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
SAFE Financing Authorization
WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders to raise additional capital through the issuance of Simple Agreements for Future Equity (each, a "SAFE" and collectively, the "SAFEs") to one or more investors;
WHEREAS, the Board has reviewed a form of Post-Money SAFE substantially in the form published by Calderon Partners LLC, as modified for the Company's specific circumstances and presented to the Board (the "Form SAFE"), and has had an opportunity to discuss the same with the Company's counsel;
WHEREAS, the Board has considered the terms and conditions of the proposed SAFE Financing, including the aggregate purchase amount, the post-money valuation cap, and the other material terms thereof, and has determined that the SAFE Financing, upon the terms described herein, is fair and reasonable to the Company and in the best interests of the Company and its stockholders;
NOW, THEREFORE, BE IT RESOLVED, that the Company is hereby authorized to issue SAFEs to one or more investors in an aggregate purchase amount of up to Six Million Eight Hundred Thousand Dollars ($6,800,000), with a post-money valuation cap of Twenty-Eight Million Dollars ($28,000,000), substantially in the form of the Form SAFE presented to the Board, with such modifications, additions, or deletions as the officer executing the same may approve, such approval to be conclusively evidenced by his or her execution and delivery thereof;
RESOLVED FURTHER, that Priya Narasimhan, in her capacity as Chief Executive Officer and President of the Company, is hereby authorized, empowered, and directed, acting singly and on behalf of the Company, to negotiate, execute, and deliver SAFEs and all related documents, instruments, certificates, and agreements on behalf of the Company in connection with the SAFE Financing, and to take any and all such further actions and to execute any and all such further documents, instruments, and agreements as she may deem necessary, appropriate, or advisable to carry out the purposes and intent of the foregoing resolutions, the execution and delivery of any such documents or the taking of any such actions to be conclusive evidence of her authority and the Board's approval thereof;
RESOLVED FURTHER, that any and all actions heretofore taken by any officer or director of the Company in furtherance of the purposes and intent of the foregoing resolutions are hereby ratified, confirmed, approved, and adopted as actions taken on behalf of and in the name of the Company;
RESOLVED FURTHER, that the Secretary of the Company is hereby authorized and directed to file this consent with the minutes of the proceedings of the Board, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware.
General Authority.  RESOLVED, that the officers of the Company are, and each of them hereby is, authorized and empowered to take any and all such further actions, to execute and deliver any and all such further agreements, instruments, documents, and certificates, and to pay such fees and expenses, in the name and on behalf of the Company, as any such officer may deem necessary or advisable to effectuate the purposes and intent of the resolutions hereby adopted, the taking of such actions, the execution and delivery of such agreements, instruments, documents, and certificates, and the payment of such fees and expenses to be conclusive evidence of his or her authorization hereunder and the approval of the Board.
[Signature Page Follows]
[SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS]
IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent of the Board of Directors of Lumos Analytics Inc. in Lieu of a Meeting as of August 30, 2023.
________________________________________
Priya Narasimhan Director and Chair of the Board
________________________________________
Elliot Marsh Director
________________________________________
Kenji Watanabe Director
The foregoing constitutes a true, correct, and complete copy of the Unanimous Written Consent of the Board of Directors of Lumos Analytics Inc. in Lieu of a Meeting, dated August 30, 2023, as certified by the Secretary of the Company.
Name | Title | Serving Since | Signature
Priya Narasimhan | Co-Founder, Chief Executive Officer & President | January 14, 2022 | ______
Elliot Marsh | Co-Founder, Chief Technology Officer & Secretary | January 14, 2022 | ______
Danielle Okoye | Chief Financial Officer | March 6, 2023 | ______
Stockholder | Shares of Common Stock
Priya Narasimhan | 4,200,000
Elliot Marsh | 3,800,000
Danielle Okoye | 600,000
Total Issued and Outstanding | 8,600,000
Holder | 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

SECRETARY'S CERTIFICATE OF LUMOS ANALYTICS INC.

EXHIBIT A

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Amounts