Contract analysis

I. PURPOSE The Compensation Committee (the "Committee") of the Board of Directors (the "Board") of Lumos Analytics Inc., a Delaware corporation (the "Company"), is hereby established to discharge the Board's responsibilities relating to the compensation of the Company's executive officers and directors. The Committee is constituted as a standing committee of the Board and shall operate in accordance with this Charter

1. Executive Compensation. Evaluating, recommending, and approving the compensation of the Company's Chief Executive Officer (the "CEO") and the Company's other executive officers, including base salary, annual incentive compensation, long-term incentive compensation, equity-based compensation, and all other forms of compensation and benefits.

2. Compensation Plans, Policies, and Programs. Overseeing the Company's compensation plans, policies, and programs, including equity-based compensation plans, and ensuring that such plans, policies, and programs are consistent with the Company's overall compensation philosophy and objectives, adequately support the recruitment and retention of key talent, appropriately align the interests of the Company's executives

3. Director Compensation. Reviewing and recommending to the Board the form and amount of compensation to be paid to non-employee members of the Board, including annual cash retainers, committee service fees, meeting fees, equity-based awards, and other forms of compensation.

4. Compensation Discussion and Analysis. Preparing the Compensation Discussion and Analysis ("CD&A") and the compensation committee report required by the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") for inclusion in the Company's annual proxy statement on Schedule 14A or the Company's annual report on Form 10-K, as applicable.

5. Regulatory Compliance Oversight. Assisting the Board in overseeing the Company's compliance with applicable compensation-related legal and regulatory requirements, including those imposed by federal securities laws, Nasdaq listing rules, the Internal Revenue Code of 1986, as amended (the "Code"), and other applicable statutes and regulations. In carrying out its purpose and responsibilities, the Committee shall at

II. COMPOSITION AND MEMBERSHIP A. Number of Members The Committee shall consist of no fewer than two (2) members of the Board. The Board has determined that the initial composition of the Committee shall consist of three (3) members. The Board may from time to time increase or decrease the size of the Committee, provided that the Committee shall at all times consist of no fewer than two (2) members and shall at all t

III. AUTHORITY AND RESPONSIBILITIES The Committee shall have the following authority and responsibilities. In discharging these responsibilities, the Committee shall be guided by the Company's overall compensation philosophy, which is designed to attract, retain, and motivate key talent, align the interests of the Company's executives with those of its stockholders, and promote the long-term success and sustainable g

1. The Committee shall review, evaluate, and approve (or, in its discretion, recommend to the Board for approval) the compensation of the Company's CEO, Priya Subramanian, and all other executive officers of the Company, including the Chief Technology Officer, Marcus Henley; the Chief Financial Officer, David Lau; the General Counsel and Corporate Secretary, Naomi Feinberg; and the Chief Revenue Officer, Tomás Aguila

2. The Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO's performance in light of those goals and objectives, and, either alone or together with the other independent directors of the Board (as directed by the Board), set the CEO's compensation level based on this evaluation. In conducting this evaluation, the Committee shall consider the Compan

3. In determining the long-term incentive component of CEO compensation, the Committee shall consider, among other factors it deems relevant: (a) the Company's performance and financial results, including revenue growth, profitability, and key performance indicators; (b) relative stockholder return, measured against appropriate peer groups and market indices; (c) the value of similar incentive awards to chief executi

4. The Committee shall have the sole authority to approve all employment agreements, offer letters, severance arrangements, change-in-control provisions, retention agreements, and any special or supplemental compensation and benefits for the Company's executive officers, including any material amendments or modifications thereto. Prior to entering into any such agreement or arrangement, the Committee shall review the

1. The Committee shall administer, or recommend that the Board administer, the Company's equity incentive plans and any other equity-based compensation plans, including the Company's 2022 Equity Incentive Plan (or any successor plan) and the Company's 2022 Employee Stock Purchase Plan (if adopted).

2. The Committee shall have specific responsibility for the oversight of the Company's stock option pool, which, as of December 31, 2021, consisted of 14,800,000 shares of Class A Common Stock authorized for issuance under the Company's 2018 Equity Incentive Plan, with 11,300,000 options outstanding at a weighted-average exercise price of $4.82 per share. The Committee shall monitor the utilization of the Company's e

3. The Committee shall have the authority to grant stock options (including incentive stock options and nonstatutory stock options), restricted stock units, restricted stock awards, stock appreciation rights, performance-based awards, and other equity-based awards under the Company's equity incentive plans, subject to the terms and conditions of such plans and applicable law. The Committee may establish the terms, co

4. The Committee shall review and recommend to the Board the adoption of new equity incentive plans and any amendments to existing equity incentive plans, including any increase in the number of shares authorized for issuance thereunder, any expansion of the types of awards available, and any changes to the terms and conditions of outstanding awards that require stockholder approval under applicable law or Nasdaq lis

5. The Committee shall oversee compliance with Section 409A of the Code and other applicable tax provisions relating to deferred compensation, including Section 280G of the Code (relating to excess parachute payments), Section 162(m) of the Code (relating to limitations on the deductibility of executive compensation), and any other provisions of the Code or Treasury Regulations that may affect the tax treatment of th

1. The Committee shall periodically review and recommend to the Board the form and amount of compensation to be paid to non-employee directors of the Company, including, without limitation: (a) annual cash retainers for Board service; (b) additional cash retainers for service as Chair of the Board, Lead Independent Director (if any), or chair of any committee of the Board; (c) per-meeting fees for attendance at Board

2. In making its recommendations regarding director compensation, the Committee shall review director compensation at comparable companies and consider prevailing market practices, the Company's size and stage of development, the responsibilities and time commitment required of directors, and such other factors as the Committee deems relevant. The Committee shall seek to ensure that director compensation is competiti

1. The Committee shall review and discuss with management the CD&A required by Item 402(b) of SEC Regulation S-K for inclusion in the Company's annual proxy statement on Schedule 14A or the Company's annual report on Form 10-K, as applicable. The Committee's review shall encompass the Company's compensation philosophy, objectives, policies, and practices, the elements of executive compensation, the rationale for comp

2. The Committee shall produce the Compensation Committee Report for inclusion in the Company's annual proxy statement or annual report on Form 10-K, as required by Item 407(e)(5) of SEC Regulation S-K and applicable SEC rules. The Compensation Committee Report shall state whether the Committee has reviewed and discussed the CD&A with management and, based on such review and discussion, whether the Committee recommen

3. The Committee shall recommend to the Board whether the CD&A should be included in the Company's proxy statement and/or annual report on Form 10-K, in accordance with applicable SEC rules. E. Risk Assessment

1. The Committee shall review the Company's compensation policies and practices, including those applicable to employees other than executive officers, as they relate to risk management practices and risk-taking incentives. The Committee shall assess whether the Company's compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.

2. In conducting this assessment, the Committee shall consider, among other factors, the mix of fixed and variable compensation, the use of performance-based compensation metrics, the time horizon of compensation incentives, the Company's clawback and recoupment policies, and the extent to which the Company's compensation policies and practices encourage or discourage excessive risk-taking.

3. The Committee shall report its findings and recommendations regarding compensation-related risks to the Board on at least an annual basis, and more frequently as circumstances may warrant. F. Say-on-Pay.

1. The Committee shall review and consider the results of any advisory vote on executive compensation ("say-on-pay") required by Section 14A of the Exchange Act and the rules promulgated thereunder. The Committee shall evaluate stockholder feedback regarding the Company's executive compensation program as reflected in the say-on-pay vote results and shall consider such feedback in making future compensation decisions

2. The Committee shall recommend to the Board the frequency of advisory votes on executive compensation (i.e., every one, two, or three years), as required by Section 14A of the Exchange Act, and shall review and consider the results of any stockholder advisory vote on the frequency of say-on-pay votes.

3. The Committee shall also consider other forms of stockholder feedback regarding compensation matters, including feedback received through stockholder engagement efforts, proxy advisory firm reports, and correspondence from stockholders. G. Clawback Policies

1. The Committee shall review and recommend to the Board the adoption and implementation of any clawback or recoupment policy applicable to the compensation of the Company's executive officers, consistent with applicable law, SEC rules, and Nasdaq listing requirements. Such policy shall provide for the recovery of erroneously awarded incentive-based compensation in the event of an accounting restatement, and shall co

2. The Committee shall oversee the administration of any adopted clawback or recoupment policy and shall make determinations regarding the recovery of compensation pursuant to such policy, as applicable. H. Compensation Consultant and Advisor Engagement

1. The Committee shall have the sole authority to retain and terminate compensation consultants, independent legal counsel, and other advisors (collectively, "Advisors") to assist the Committee in the evaluation of CEO, executive officer, and director compensation. The Committee need not obtain the approval of the Board or management to retain or terminate any Advisor.

2. The Committee shall be directly responsible for the appointment, compensation, and oversight of the work of any Advisor retained by the Committee. Each Advisor retained by the Committee shall report directly to the Committee.

3. Before selecting or receiving advice from any compensation consultant, legal counsel, or other Advisor (other than in-house legal counsel), the Committee shall take into consideration all factors relevant to that person's independence from management, as required by Nasdaq Listing Rule 5605(d)(3) and Rule 10C-1(b)(4) under the Exchange Act, including, without limitation: (a) the provision of other services to the

4. The Committee is not required to implement or act consistently with the advice or recommendations of any Advisor, and the Committee's responsibility to conduct the independence assessment set forth above does not require that the Advisor in fact be independent; it requires only that the Committee consider the enumerated factors before selecting or receiving advice from such Advisor.

5. The Company shall provide appropriate funding, as determined by the Committee in its sole discretion, for payment of reasonable compensation to any Advisor retained by the Committee.

I. Stock Ownership and Retention Guidelines The Committee shall review and recommend to the Board stock ownership and retention guidelines applicable to the Company's executive officers and non-employee directors, designed to align the interests of such individuals with those of the Company's stockholders and to promote long-term value creation. The Committee shall periodically monitor compliance with any adopted sto

1. The Committee shall oversee and ensure compliance with applicable compensation-related requirements of federal securities laws (including the Exchange Act and the rules and regulations promulgated thereunder), Nasdaq listing rules, the Code, and other applicable laws and regulations, including state and local compensation-related requirements.

2. The Committee shall review and discuss with management the compensation-related disclosures in the Company's Registration Statement on Form S-1 (SEC File Number 333-264518) filed with the SEC in connection with the Company's proposed initial public offering, and in any future SEC filings, including the Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy sta

3. The Committee shall stay apprised of legal and regulatory developments affecting executive and director compensation, including changes to SEC rules, Nasdaq listing standards, and tax laws, and shall consider the impact of such developments on the Company's compensation policies and practices.

IV. MEETINGS AND PROCEDURES A. Frequency. The Committee shall meet as often as it determines necessary to carry out its duties and responsibilities as set forth in this Charter, but not less frequently than two (2) times per calendar year. The Committee anticipates that it will typically meet at least four (4) times per year, with additional meetings scheduled as needed to address time-sensitive matters or as otherwi

V. DELEGATION OF AUTHORITY The Committee may, to the extent permitted by applicable law, Nasdaq listing rules, and the terms of the Company's equity incentive plans, delegate to one or more officers of the Company (including the CEO) the authority to make grants or awards of equity-based compensation to employees of the Company who are not executive officers (within the meaning of Section 16 of the Exchange Act) or d

VI. RESOURCES AND FUNDING The Company shall provide the Committee with adequate resources and funding to discharge its duties and responsibilities under this Charter. The Committee shall have the authority to obtain, at the Company's expense, advice and assistance from internal and external legal, accounting, compensation, and other advisors as it determines necessary or appropriate to carry out its responsibilities.

VII. PERFORMANCE EVALUATION The Committee shall conduct an annual self-evaluation of its own performance, including an assessment of: (a) the Committee's compliance with this Charter; (b) the adequacy and effectiveness of the Committee's processes and procedures; (c) the quality and timeliness of information provided to the Committee by management and the Committee's Advisors; (d) the effectiveness of the Committee's

VIII. LIMITATIONS OF THE COMMITTEE'S ROLE While the Committee has the duties and responsibilities set forth in this Charter, the Committee is not responsible for the day-to-day management of the Company's compensation programs. The design, implementation, and administration of the Company's compensation programs on a day-to-day basis are the responsibility of the Company's management, subject to the oversight of the

IX. AMENDMENT This Charter may be amended, modified, or restated by the Board at any time and from time to time, as the Board deems necessary or appropriate to reflect changes in applicable law, regulation, or listing standards, evolving corporate governance best practices, or the needs of the Company. No amendment to this Charter shall require the approval of the Company's stockholders, except to the extent otherwis

X. EFFECTIVE DATE This Charter shall become effective upon adoption by the Board of Directors of Lumos Analytics Inc., contingent upon the effectiveness of the Company's Registration Statement on Form S-1 (SEC File Number 333-264518, CIK 0001923847) filed with the SEC in connection with the Company's proposed initial public offering and the closing of the Company's initial public offering of Class A Common Stock on t