Contract analysis

I. PURPOSE The Board of Directors (the "Board") of Lumos Analytics Inc., a Delaware corporation (the "Company"), hereby establishes the Audit Committee of the Board (the "Committee") to assist the Board in fulfilling its corporate governance and oversight responsibilities. The Committee is established by and among the members of the Board and shall operate in accordance with the provisions of this Charter. The primar

II. COMPOSITION A. Number of Members The Committee shall consist of no fewer than three (3) members of the Board, each of whom shall satisfy the independence and other qualification requirements set forth in this Section II. The Board shall determine the exact number of Committee members from time to time. Upon the effectiveness of the Company's Registration Statement on Form S-1 (SEC File Number 333-264518) and the

3. Catherine Mercer B. Independence Requirements Each member of the Committee must satisfy all applicable independence requirements, including, without limitation, the following: (i) Each member must be "independent" as defined in Nasdaq Listing Rule 5605(a)(2), as determined by the Board in its business judgment, and must satisfy the additional independence requirements for audit committee members set forth in Nasda

III. MEETINGS A. Frequency. The Committee shall meet at least four (4) times per fiscal year, and more frequently as circumstances require, as determined by the Chair in consultation with the other members of the Committee. The Committee's meeting schedule shall, to the extent practicable, be coordinated with the Company's quarterly financial reporting cycle so as to permit timely review of the Company's quarterly an

IV. AUTHORITY AND RESOURCES A. Delegation of Authority The Committee shall have the following authority, in addition to any other authority granted to the Committee elsewhere in this Charter: (i) Sole Authority over the Independent Auditor. The Committee shall have the sole authority and direct responsibility to appoint, retain, compensate, evaluate, oversee, and, where appropriate, terminate the independent register

V. RESPONSIBILITIES AND DUTIES The following is a description of the principal responsibilities and duties of the Committee. This description is set forth as a guide, with the understanding that the Committee may supplement or modify these responsibilities and duties as appropriate in light of changing business, legislative, regulatory, or other conditions. To the extent consistent with this Charter and applicable la

1. Appointment, Compensation, Retention, and Oversight. The Committee shall be directly responsible for the appointment, compensation, retention, and oversight of the work of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Company. The Company's current independent auditor is Meridian & Howe

2. Pre-Approval of Services. The Committee shall pre-approve all auditing services and all permitted non-audit services (including the fees and other terms thereof) to be performed for the Company by the independent auditor, in accordance with applicable SEC regulations. The Committee may establish pre-approval policies and procedures for the engagement of the independent auditor to render non-prohibited services to

3. Independence and Qualifications. The Committee shall evaluate the qualifications, performance, and independence of the independent auditor on at least an annual basis, taking into account the opinions of management and the internal audit function (when established). In connection with such evaluation, the Committee shall: (a) obtain and review, at least annually, a formal written statement from Meridian & Howe LLP

4. Annual Audit Plan. The Committee shall review and discuss the independent auditor's annual audit plan, including the scope, staffing, locations, and general audit approach, as well as the auditor's reliance upon management and the internal audit function (when established), and any changes from the prior year's plan. The Committee shall discuss with the auditor any changes in the audit plan necessitated by develop

5. Quality-Control Report. At least annually, the Committee shall obtain and review a report by the independent auditor describing: (a) the firm's internal quality-control procedures; (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting on

6. Hiring Policies. The Committee shall establish clear policies regarding the hiring of employees or former employees of the independent auditor by the Company, taking into account the applicable SEC rules and regulations regarding such hiring, including the "cooling-off" periods specified in Rule 2-01(c)(2)(iii)(B) of Regulation S-X. B. Financial Statements and Disclosure

1. Review of Financial Statements. The Committee shall review and discuss with management and the independent auditor the Company's annual audited financial statements and quarterly unaudited financial statements prior to the filing of such financial statements with the SEC or the public release of earnings. Such review shall include, without limitation: (a) a discussion of the Company's financial results for the rel

2. Management's Discussion and Analysis. The Committee shall review and discuss the Company's disclosures contained under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" in periodic reports filed with the SEC (including annual reports on Form 10-K and quarterly reports on Form 10-Q) and in the Company's Registration Statement on Form S-1 (SEC File Number 333-264518)

3. Auditor Communications. The Committee shall discuss with the independent auditor the matters required to be discussed by PCAOB Auditing Standard No. 1301, Communications with Audit Committees (and any successor standard), including, without limitation: (a) any difficulties encountered during the course of the audit work, including any restrictions on the scope of the auditor's activities or access to requested inf

4. Earnings Releases and Guidance. The Committee shall review and discuss with management and the independent auditor (as appropriate) the Company's earnings press releases, financial information, and earnings guidance (if any) provided to analysts and rating agencies, including a review of any non-GAAP financial measures (such as Adjusted EBITDA and ARR) included therein. The Committee shall discuss with management

5. Annual and Quarterly Reports. The Committee shall review the Company's annual report on Form 10-K and quarterly reports on Form 10-Q, including the financial statements and related disclosures contained therein, prior to their filing with the SEC.

6. Recommendation Regarding Inclusion of Financial Statements. Based on the Committee's review and discussions described in this Section V.B, the Committee shall recommend to the Board whether the audited financial statements should be included in the Company's annual report on Form 10-K for the applicable fiscal year. C. Internal Controls and Risk Management

1. Internal Controls over Financial Reporting. The Committee shall review the adequacy and effectiveness of the Company's internal controls over financial reporting on a regular basis, including any significant deficiencies or material weaknesses in the design or operation of internal controls over financial reporting that are reasonably likely to adversely affect the Company's ability to record, process, summarize,

2. Disclosure Controls and Procedures. The Committee shall review the Company's disclosure controls and procedures, including the certifications made by the Chief Executive Officer and the Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations promulgated thereunder.

3. Risk Management. The Committee shall discuss with management the Company's major financial risk exposures and the steps management has taken to monitor and control such exposures, including, without limitation: (a) Customer Concentration Risk. As of the date of this Charter, the Company's ten (10) largest customers represent approximately 34% of annual recurring revenue ("ARR"). The Committee shall monitor the con

4. Audit Problems or Difficulties. The Committee shall review and discuss with the independent auditor any audit problems or difficulties encountered during the course of the audit work and management's response thereto, including any restrictions on the scope of the auditor's activities or access to requested information, and any significant disagreements with management.

5. Risk Assessment and Management Policies. The Committee shall discuss the Company's policies with respect to risk assessment and risk management. The Committee shall review and assess the guidelines and policies governing the process by which management assesses and manages the Company's exposure to risk, including the Company's major financial risk exposures, and shall discuss with management the steps that have b

1. Head of Internal Audit. The Committee shall review and concur with the appointment, replacement, reassignment, or dismissal of the head of the internal audit function, once such function is established. The head of internal audit shall report functionally to the Committee and administratively to the Chief Financial Officer (or such other senior executive as the Committee shall designate).

2. Scope and Organization. The Committee shall review the scope, organization, and staffing of the internal audit function, and shall ensure that such function has adequate resources and appropriate authority to fulfill its responsibilities.

3. Internal Audit Findings. The Committee shall review summaries of findings from completed internal audits and management's responses thereto, including any corrective actions taken or planned. The Committee shall discuss with the head of internal audit any significant issues raised by internal audit activities, including any difficulties encountered by the internal audit function in the course of its work.

4. Establishment of Internal Audit Function. As of the date of preparation of this Charter, the Company does not have a dedicated internal audit function. The Committee acknowledges that the establishment of an internal audit function is an important component of the Company's overall internal control framework. Following the closing of the Company's initial public offering, the Committee shall oversee the establishm

1. Whistleblower Procedures. The Committee shall establish and oversee procedures for: (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters, in each case as required by Rule 10A-3

2. Legal Matters. The Committee shall review with the Company's General Counsel, Naomi Feinberg, any legal matters (including pending or threatened litigation, regulatory investigations, or compliance matters) that could have a significant impact on the Company's financial statements or financial condition. The Committee shall also review with the General Counsel any material reports or inquiries received from regula

3. Compliance with Legal and Regulatory Requirements. The Committee shall review the Company's compliance with applicable legal and regulatory requirements, including the Company's obligations under the Securities Act, the Exchange Act, and the rules and regulations promulgated thereunder, as well as the Nasdaq listing standards. The Committee shall also review any correspondence with the SEC, including any SEC comme

4. Related-Party Transactions. The Committee shall review and approve or ratify any related-party transactions in accordance with the Company's written related-party transaction policy, as adopted by the Board. Without limiting the generality of the foregoing, the Committee shall review any transactions or proposed transactions involving the Company and any of the following parties: (a) any director, executive office

5. Regulatory and Accounting Initiatives. The Committee shall review the effect of regulatory and accounting initiatives, as well as any significant changes in accounting standards promulgated by the Financial Accounting Standards Board ("FASB"), the SEC, or other regulatory bodies, on the Company's financial statements and disclosures.

6. Code of Business Conduct and Ethics. The Committee shall oversee the Company's code of business conduct and ethics, including reviewing any waiver of or amendment to such code with respect to any director or executive officer of the Company, and shall review any material violations of such code reported to the Committee. F. Reporting.

1. Audit Committee Report for Proxy Statement. The Committee shall prepare the Audit Committee report required by SEC rules (Item 407(d)(3) of Regulation S-K and Schedule 14A) to be included in the Company's annual proxy statement. Such report shall state, among other things, whether the Committee has (a) reviewed and discussed the audited financial statements with management, (b) discussed with the independent audit

2. Regular Reporting to the Board. The Committee shall report regularly to the Board regarding the Committee's activities, findings, issues, and recommendations, including a summary of any significant matters discussed at each Committee meeting and any actions taken by the Committee between meetings. Such reports shall be provided at the next regularly scheduled meeting of the Board following each Committee meeting,

3. Issues Regarding Financial Integrity, Compliance, and Auditor Performance. The Committee shall review with the full Board any issues that arise with respect to: (a) the quality or integrity of the Company's financial statements; (b) the Company's compliance with legal or regulatory requirements; (c) the performance and independence of the independent auditor; or (d) the performance of the internal audit function (

VI. ANNUAL PERFORMANCE EVALUATION The Committee shall conduct an annual self-evaluation of its own performance and the adequacy of this Charter, including a review of whether the Committee has fulfilled its responsibilities as set forth herein. The annual performance evaluation may take such form as the Committee deems appropriate, including a written questionnaire, a discussion among Committee members, or interviews

VII. LIMITATIONS OF THE COMMITTEE'S ROLE While the Committee has the responsibilities and powers set forth in this Charter, the Committee's role is fundamentally one of oversight. The Committee recognizes that the Company's management is responsible for the preparation, presentation, and integrity of the Company's financial statements, and for maintaining appropriate accounting and financial reporting principles and

VIII. EFFECTIVE DATE AND AMENDMENT This Charter shall become effective upon its adoption by the Board of Directors, which is expected to occur in connection with and contingent upon the closing of the Company's initial public offering of Class A Common Stock on the Nasdaq Global Select Market under the proposed ticker symbol "LMSA." This Charter may be amended by the Board of Directors at any time, upon recommendatio