Contract analysis

ARTICLE I — STATEMENT OF PURPOSE AND POLICY OVERVIEW

Section 1.1 — Purpose Lumos Analytics Inc., a Delaware corporation ("Lumos," "Lumos AI," or the "Company"), headquartered at 450 Folsom Street, Suite 1200, San Francisco, California 94105, is adopting this Insider Trading Compliance Policy (this "Policy") in connection with the Company's planned initial listing of its Class A Common Stock on the Nasdaq Global Select Market. As Lumos transitions from a privately held

Section 1.2 — Policy Statement It is the policy of Lumos Analytics Inc. that no Covered Person (as defined in Section 2.1 below) may, directly or indirectly, purchase, sell, or otherwise trade in Company Securities (as defined in Section 2.2 below) while in possession of MNPI concerning the Company, and no Covered Person may communicate or "tip" MNPI to any other person who might trade on the basis of such informatio

Section 1.3 — Consequences of Violations The consequences of insider trading violations are severe for both the individuals involved and the Company. The following is a summary of potential penalties: Civil Penalties. Under the Insider Trading Sanctions Act of 1984, the SEC may seek a civil penalty of up to three times the amount of profit gained or loss avoided by any person who trades in securities while in possess

Section 2.1 — "Covered Persons" For purposes of this Policy, the term "Covered Persons" includes the following individuals and entities: (a) Directors. All members of the Board of Directors of the Company, including: Priya Subramanian (Chair of the Board), Marcus Henley, Diane Ochoa, Samuel Adebayo, Catherine Mercer, Jonathan Tsai, and Rebecca Stahl, and any person who may become a director of the Company in the futu

Section 2.2 — "Company Securities" For purposes of this Policy, the term "Company Securities" means any and all securities issued by Lumos Analytics Inc., or any derivative instrument or other financial product whose value is derived from or related to the Company's securities, including but not limited to: (a) Class A Common Stock. Class A Common Stock, par value $0.0001 per share, which will be publicly traded on t

Section 2.3 — "Material Nonpublic Information" (MNPI) Information is considered "material nonpublic information" for purposes of this Policy if it satisfies both the materiality and nonpublic elements described below. "Material." Information is "material" if there is a substantial likelihood that a reasonable investor would consider the information important in making an investment decision to buy, sell, or hold a se

Section 2.4 — "Compliance Officer" The Company's General Counsel and Corporate Secretary, Naomi Feinberg, shall serve as the "Compliance Officer" for purposes of this Policy. The Compliance Officer shall have primary responsibility for the interpretation, implementation, and enforcement of this Policy, and shall serve as the principal point of contact for all Covered Persons regarding questions about the Policy and i

Section 2.5 — "Section 16 Insiders" The term "Section 16 Insiders" means all directors and officers of the Company who are subject to the reporting and short-swing profit provisions of Section 16 of the Exchange Act. Section 16 requires that directors, officers, and beneficial owners of more than 10% of a class of registered equity securities file reports with the SEC disclosing their beneficial ownership of, and tra

Section 16 Insiders are subject to all of the obligations and restrictions applicable to Covered Persons and Designated Insiders under this Policy, as well as the additional obligations described in Article VII below, including the obligation to file Section 16 reports with the SEC and the prohibition on short-swing profit transactions under Section 16(b). Section 16 Insiders should also be aware that Section 16(c) o

Section 2.6 — "Designated Insiders" The term "Designated Insiders" means a subset of Covered Persons who have been designated by the Compliance Officer as having regular or periodic access to MNPI and who are therefore subject to the enhanced restrictions set forth in this Policy, including mandatory compliance with the blackout periods described in Article IV, the pre-clearance procedures described in Article V, and

ARTICLE III — PROHIBITED ACTIVITIES

Section 3.1 — Prohibition on Trading While in Possession of MNPI No Covered Person may, directly or indirectly, purchase, sell, or otherwise trade in Company Securities at any time when such Covered Person is in possession of MNPI concerning the Company. This prohibition applies to all forms of transactions, including but not limited to: (a) Open-market purchases and sales of Company Securities; (b) Transactions thro

Section 3.2 — Prohibition on Tipping No Covered Person may disclose MNPI to any person outside the Company, including but not limited to family members, friends, social acquaintances, business associates, former colleagues, securities analysts, journalists, or members of the investment community, except on a strict need-to-know basis in connection with the conduct of the Company's business, and only to persons who ar

Section 3.3 — Prohibition on Trading in Securities of Other Companies If a Covered Person obtains MNPI about another publicly traded company through the course of their work at Lumos — for example, in connection with a customer relationship, a vendor engagement, a potential business combination, a strategic partnership, or any other business matter — the Covered Person is strictly prohibited from trading in the secur

Section 3.4 — Prohibition on Hedging and Pledging Hedging Transactions. No Covered Person may engage in any hedging transaction with respect to Company Securities, including but not limited to the purchase or sale of puts, calls, or other options contracts on any securities exchange; the use of prepaid variable forward contracts, equity swaps, collars, or exchange funds; short sales against the box; or any other tran

Section 3.5 — Prohibition on Standing Orders Covered Persons should exercise extreme caution in connection with any limit orders, stop-loss orders, good-until-cancelled orders, or other standing instructions to brokers or dealers that may result in the execution of a trade in Company Securities at a time when the Covered Person possesses MNPI or during a blackout period. Because the Covered Person may not be able to

Section 4.1 — Quarterly Blackout Periods (Regular Blackout Windows) Trading in Company Securities by Designated Insiders is prohibited during each Quarterly Blackout Period, as described below. The Quarterly Blackout Period is designed to restrict trading during the period surrounding the Company's preparation and public release of quarterly and annual financial results, when the risk that Designated Insiders may pos

Section 4.2 — Event-Specific Blackout Periods (Ad Hoc Blackouts) In addition to the Quarterly Blackout Periods, the Compliance Officer may, in the Compliance Officer's discretion, impose event-specific (or "ad hoc") trading blackout periods at any time when MNPI exists that has not yet been publicly disclosed by the Company. Circumstances that may give rise to an event-specific blackout period include, but are not li

Section 4.3 — Trading Windows Designated Insiders may trade in Company Securities only during "open window" periods — that is, periods that fall outside of any Quarterly Blackout Period and any event-specific blackout period — and only after receiving pre-clearance from the Compliance Officer in accordance with Article V below. The fact that a trading window is open does not relieve any Covered Person of the obligati

ARTICLE V — PRE-CLEARANCE PROCEDURES

Section 5.1 — Persons Subject to Pre-Clearance All Designated Insiders, including all directors, executive officers, and other employees or consultants designated pursuant to Section 2.6 above, must obtain written pre-clearance from the Compliance Officer before engaging in any transaction in Company Securities. This pre-clearance requirement applies to all forms of transactions, including purchases, sales, gifts, pl

Section 5.2 — Pre-Clearance Process To obtain pre-clearance, a Designated Insider must submit a written pre-clearance request to the Compliance Officer using the Pre-Clearance Request Form attached as Exhibit B to this Policy (or such other form as the Compliance Officer may prescribe from time to time). Pre-clearance requests should be submitted at least two (2) business days before the proposed date of the transact

Section 5.3 — Pre-Clearance for the Compliance Officer For any proposed transaction in Company Securities by the Compliance Officer, Naomi Feinberg, pre-clearance must be obtained from the Chief Executive Officer, Priya Subramanian. If the CEO is unavailable or recused, pre-clearance for the Compliance Officer's transactions must be obtained from the Chair of the Audit Committee of the Board of Directors, Samuel Adeb

Section 5.4 — Transactions Exempt from Pre-Clearance The following transactions are exempt from the pre-clearance requirements set forth in this Article V; however, all of these transactions remain subject to the overarching prohibition against trading while in possession of MNPI set forth in Section 3.1 above: (a) Vesting of Equity Awards. The vesting of shares of restricted stock or the settlement of RSUs, to the e

ARTICLE VI — RULE 10b5-1 TRADING PLANS

Section 6.1 — Overview Rule 10b5-1(c) under the Exchange Act provides an affirmative defense to insider trading liability for transactions in securities that are made pursuant to a trading plan that satisfies certain conditions. Specifically, Rule 10b5-1(c)(1)(i) provides that a person's purchase or sale of securities is not made "on the basis of" MNPI if the person demonstrates that the transaction was made pursuant

Section 6.2 — Adoption and Amendment of 10b5-1 Plans Any Designated Insider wishing to establish a 10b5-1 Plan must submit the proposed plan to the Compliance Officer for review and approval prior to the adoption or execution of the plan. The submission should include the Rule 10b5-1 Plan Submission Cover Sheet attached as Exhibit C to this Policy, together with a complete copy of the proposed plan and any related ag

Section 6.3 — Modification and Termination of 10b5-1 Plans Any modification of an existing 10b5-1 Plan — including any change to the amount, price, or timing of transactions, any change to the formula or algorithm governing trades, or any change to the duration of the plan — is treated as the termination of the existing plan and the adoption of a new plan. Accordingly, any modification is subject to all of the requir

Section 6.4 — Company's Right to Refuse or Suspend The Company reserves the right, in its sole discretion, to refuse to approve any proposed 10b5-1 Plan, or to require the suspension of trades under an existing 10b5-1 Plan, under any of the following circumstances: (a) The Compliance Officer determines that the proposed plan does not comply with Rule 10b5-1 or this Policy; (b) The Company has imposed or intends to im

ARTICLE VII — POST-TRADE REPORTING AND SECTION 16 COMPLIANCE

Section 7.1 — Section 16 Filing Obligations

Section 16(a) of the Exchange Act requires that each Section 16 Insider file reports with the SEC disclosing their beneficial ownership of, and transactions in, Company Securities. The specific filing obligations are as follows: (a) Form 3 — Initial Statement of Beneficial Ownership. Each Section 16 Insider must file a Form 3 with the SEC disclosing their beneficial ownership of Company Securities within ten (10) day

Section 7.2 — Section 16(b) Short-Swing Profits

Section 16(b) of the Exchange Act provides for the disgorgement to the Company of any profit realized by a Section 16 Insider from any matching purchase and sale, or sale and purchase, of Company Securities occurring within a period of less than six months. The following key points should be noted by all Section 16 Insiders: (a) Short-swing profit liability is imposed on a strict-liability basis, without regard to wh

Section 16 Insiders should consult with the Compliance Officer and, if necessary, with outside counsel before engaging in any transaction in Company Securities to ensure that the transaction will not give rise to short-swing profit liability under Section 16(b).

Section 7.3 — Post-Trade Notification by All Designated Insiders All Designated Insiders — whether or not they are Section 16 Insiders — must notify the Compliance Officer of any completed transaction in Company Securities within one (1) business day following the execution of the transaction. Such notification should include the date of the transaction, the type of transaction (purchase, sale, gift, option exercise,

ARTICLE VIII — APPLICABILITY TO MAJOR STOCKHOLDERS

Section 8.1 — Stockholders Holding More Than 10% Any person or entity that beneficially owns more than 10% of any class of the Company's equity securities registered under Section 12 of the Exchange Act is subject to the reporting and short-swing profit provisions of Section 16 of the Exchange Act, including the obligation to file Forms 3, 4, and 5 with the SEC and the prohibition on short-swing profits under Section

Section 8.2 — Lock-Up Obligations In addition to the trading restrictions set forth in this Policy, all directors, executive officers, and stockholders holding more than 1% of the Company's outstanding shares have entered into (or will enter into) lock-up agreements with Pinnacle Securities LLC, as the lead underwriter of the Company's initial public offering, providing for a lock-up period of one hundred eighty (180