Contract analysis

ARTICLE I NAME The name of the Corporation is Lumos Analytics Inc.

ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is 850 New Burton Road, Suite 201, Dover, Delaware 19904, County of Kent. The name of the registered agent of the Corporation at such address is Capitol Registered Agents LLC.

ARTICLE III PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to carry out such purpose, including, without limitation, all powers granted to it by the DGCL.

ARTICLE IV AUTHORIZED CAPITAL STOCK

Section 4.1 — Total Authorized Shares. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is five hundred ten million (510,000,000) shares, consisting of: (a) five hundred million (500,000,000) shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of which: (i) four hundred million (400,000,000) shares shall be designated as Class A Common Stock

Section 4.2(a) — Voting Rights. (1) Each holder of record of Class A Common Stock shall be entitled to one (1) vote for each share of Class A Common Stock held of record by such holder on all matters submitted to a vote of the stockholders of the Corporation, including the election or removal of directors. (2) Each holder of record of Class B Common Stock shall be entitled to ten (10) votes for each share of Class B

Section 4.2(b) — Dividends. Subject to the preferences and other rights applicable to any series of Preferred Stock, if any, outstanding at the time, the holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to receive dividends and other distributions (payable in cash, stock, property, or otherwise) as may be declared thereon by the Board of Directors from time to time out of asse

Section 4.2(c) — Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, the remaining assets of the Corporation available for distribution to the

Section 4.2(d) — No Preemptive Rights. No holder of shares of Common Stock shall be entitled to preemptive rights with respect to any shares of capital stock of the Corporation, whether now or hereafter authorized.

Section 4.2(e) — Subdivision or Combination. If the Corporation in any manner subdivides or combines the outstanding shares of one class of Common Stock, the outstanding shares of the other class of Common Stock shall be subdivided or combined in the same proportion and manner, and vice versa. Without limiting the generality of the foregoing, no stock split, reverse stock split, stock dividend, or similar transaction

Section 4.3 — Class B Common Stock — Conversion.

Section 4.3(a) — Optional Conversion. Each share of Class B Common Stock shall be convertible into one (1) fully paid and non-assessable share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the Corporation or to the Corporation's transfer agent, Broadleaf Transfer Services Inc., or such successor transfer agent as may be appointed by the Corporation from time to time. S

Section 4.3(b) — Automatic Conversion — Transfer. Each share of Class B Common Stock shall automatically, without any further action by the holder thereof, convert into one (1) fully paid and non-assessable share of Class A Common Stock upon any Transfer (as defined below) of such share of Class B Common Stock, other than a Permitted Transfer (as defined below). Such conversion shall be deemed to have occurred immedi

Section 4.3(c) — Automatic Conversion — Sunset Provision. All outstanding shares of Class B Common Stock shall automatically, without any further action by any holder thereof, convert into an equal number of fully paid and non-assessable shares of Class A Common Stock upon the earliest to occur of: (i) the date that is seven (7) years after the closing date of the IPO (the "Sunset Date"); (ii) the date on which the t

Section 4.3(d) — Definitions Related to Conversion. For purposes of this Section 4.3: "Transfer" shall mean any sale, assignment, transfer, conveyance, pledge, hypothecation, or other disposition or encumbrance, whether direct or indirect, whether voluntary or involuntary, whether by operation of law or otherwise, whether by merger, consolidation, or other similar transaction, including the entry into any contract, a

Section 4.3(e) — Procedures Upon Conversion. Upon the conversion of shares of Class B Common Stock into shares of Class A Common Stock pursuant to this Section 4.3, whether by optional conversion under Section 4.3(a), automatic conversion upon Transfer under Section 4.3(b), or automatic conversion upon a sunset event under Section 4.3(c): (i) if shares of Class B Common Stock are represented by one or more certificat

Section 4.3(f) — No Further Issuances of Class B Common Stock. Following the effectiveness of this Amended and Restated Certificate, the Corporation shall not issue any additional shares of Class B Common Stock, except (i) upon a stock split, stock dividend, reclassification, or similar transaction applicable to all outstanding shares of Class B Common Stock as provided in Section 4.2(b) and Section 4.2(e) above, or

Section 4.4 — Preferred Stock. The Board of Directors is hereby expressly authorized, subject to any limitations prescribed by the DGCL, by resolution or resolutions adopted from time to time, to provide for the issuance of shares of Preferred Stock in one or more series and, with respect to each such series, to establish and fix the number of shares to be included in each such series and to determine the designation

Section 5.1 — Number of Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the total number of directors constituting the entire Board of Directors shall be fixed exclusively by resolution adopted by a majority of t

Section 5.2 — Classified Board. The Board of Directors shall be divided into three (3) classes, designated as Class I, Class II, and Class III, as nearly equal in number as reasonably possible. The Board of Directors is authorized to assign members of the Board of Directors already in office to their respective classes at the time this Amended and Restated Certificate becomes effective. The initial assignment of dire

Section 5.3 — Removal. Subject to the rights of the holders of any series of Preferred Stock, any director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting tog

Section 5.4 — Vacancies. Subject to the rights of the holders of any series of Preferred Stock, any newly created directorship resulting from an increase in the authorized number of directors or any vacancy on the Board of Directors resulting from death, resignation, retirement, disqualification, removal, or any other cause shall be filled solely by a majority vote of the directors then in office, even if less than a

Section 5.5 — Written Ballot Not Required. Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE VI LIMITATION OF DIRECTOR LIABILITY; EXCULPATION

Section 6.1 — Exculpation. To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or to any of its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, except to the extent that Section 102(b)(7) of the DGCL (or any successor

Section 6.2 — Effect of Amendment. If the DGCL is amended after the filing of this Amended and Restated Certificate to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended, without the need for any further amendment to this Amended and

Section 7.1 — Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an "Indemnified Person") who was or is made or is threatened to be made a party to, or is otherwise involved in, any action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise

Section 7.2 — Advancement of Expenses. The Corporation shall pay the expenses (including attorneys' fees and disbursements) incurred by an Indemnified Person in defending or otherwise participating in any Proceeding in advance of the final disposition of such Proceeding; provided, however, that such payment of expenses in advance of the final disposition of such Proceeding shall be made only upon receipt of an undert

Section 7.3 — Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to advancement of expenses similar to those conferred in this Article VII to employees and agents of the Corporation with respect to actions taken by such employees or agents in their capacity as such.

Section 7.4 — Non-Exclusivity. The rights to indemnification and advancement of expenses conferred by this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, any provision of this Amended and Restated Certificate, the Bylaws of the Corporation, any agreement (including any indemnification agreement between the Corporation and any of its directors or

Section 7.5 — Insurance. The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, member, trustee, or agent of another corporation, partnership, joint venture, trust, enterprise, nonprofit entity, or other entity, aga

Section 7.6 — Survival. The rights to indemnification and advancement of expenses conferred by this Article VII shall continue as to any person who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, administrators, and personal representatives of such person. Any amendment, alteration, or repeal of this Article VII that adversely affects

ARTICLE VIII AMENDMENT OF CERTIFICATE OF INCORPORATION The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate, in the manner now or hereafter prescribed by the DGCL, and all rights and powers conferred upon stockholders, directors, and officers herein are granted subject to this reservation. Notwithstanding the foregoing or any other prov

ARTICLE IX AMENDMENT OF BYLAWS In furtherance and not in limitation of the powers conferred upon it by the DGCL, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the entire Board of Directors. The Bylaws may also be adopted, amended, altered, or repealed by the stockholders of the Corporation; provided, however, tha

Section 10.1 — Delaware Forum Provision. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware

Section 10.2 — Federal Forum Provision. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the "Securities Act"), or the rules an

Section 10.3 — Consent to Personal Jurisdiction. Any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article X. If any action the subject matter of which is within the scope of Section 10.1 or Section 10.2 above is filed in a court other than a court located within the State

ARTICLE XI CORPORATE OPPORTUNITIES To the fullest extent permitted by Section 122(17) of the DGCL, the Corporation hereby renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for both the Corporation and any of its directors or officers who are also partners, members, directors, officers, employee

ARTICLE XII STOCKHOLDER ACTION

Section 12.1 — No Stockholder Action by Written Consent. Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by written consent in lieu of a meetin

Section 12.2 — Special Meetings. Subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation may be called only by: (i) the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors; (ii) the Chairperson of the Board of Directors; or (iii) the Chief Executive Officer of the Corporation. The stockholders of the

ARTICLE XIII SECTION 203 OF THE DGCL The Corporation shall be governed by Section 203 of the DGCL, which generally restricts certain business combinations with "interested stockholders" (as defined therein) for a period of three (3) years following the time that such stockholder becomes an interested stockholder, subject to certain exceptions as set forth therein. Neither the approval of this Amended and Restated Cer

ARTICLE XIV SEVERABILITY If any provision or provisions of this Amended and Restated Certificate shall be held to be invalid, illegal, or unenforceable as applied to any person, entity, or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, (a) the validity, legality, and enforceability of such provision or provisions in any other circumstance and of the remaining provisions of this