Contract analysis

I. Purpose The Nominating and Corporate Governance Committee (the "Committee") of the Board of Directors (the "Board") of Lumos Analytics Inc., a Delaware corporation (the "Company"), is established by the Board to assist the Board in fulfilling its corporate governance responsibilities. The Committee's purpose is to:

1. Identify, evaluate, and recommend to the Board qualified individuals to become members of the Board, consistent with criteria approved by the Board and the needs of the Company as it transitions to public-company status;

2. Determine the appropriate composition of the Board and its committees, taking into account the requirements of applicable law, the listing standards of the Nasdaq Global Select Market ("Nasdaq"), and the Company's strategic objectives;

3. Develop, recommend to the Board, and oversee the Company's corporate governance principles, policies, and practices, including the Company's Corporate Governance Guidelines, Code of Business Conduct and Ethics, and other governance-related policies;

4. Oversee the annual evaluation of the performance and effectiveness of the Board and each of its standing committees; and

5. Review and make recommendations to the Board regarding the form and amount of compensation payable to non-employee directors, unless such responsibility has been expressly delegated to the Compensation Committee of the Board. In performing its duties and exercising its authority, the Committee shall act in accordance with the Company's Amended and Restated Certificate of Incorporation (as the same may be amended,

II. Composition A. Number of Members The Committee shall consist of no fewer than three (3) members of the Board, each of whom shall be appointed by the Board. For subsequent appointments following the initial composition established in connection with the Company's initial public offering (the "IPO"), the Board shall consider the recommendations of the Committee in appointing members to the Committee. The initial me

III. Meetings and Procedures A. Frequency The Committee shall meet as often as it determines necessary or appropriate to carry out its duties and responsibilities under this Charter, but in no event less than two (2) times per calendar year. The Committee is expected to meet more frequently as circumstances require, particularly during periods involving director searches, annual meeting preparation, governance policy

IV. Authority and Responsibilities The Committee shall have the following authority and responsibilities. The enumeration of specific authority and responsibilities below is not intended to be exhaustive, and the Committee may, subject to applicable law and the Company's governing documents, exercise such additional authority as is necessary or appropriate to fulfill its purpose as set forth in Section I of this Char

1. Criteria for Board Membership The Committee shall develop and recommend to the Board for approval specific criteria and minimum qualifications for selecting nominees to the Board (the "Director Qualification Criteria"). In developing the Director Qualification Criteria, the Committee shall consider, among other factors, the following: (a) Independence. Whether the candidate satisfies the independence requirements

2. Director Search Process The Committee shall be responsible for identifying, screening, and evaluating potential candidates for membership on the Board. In conducting its search for qualified candidates, the Committee shall: (a) Utilize input and recommendations from members of the Board, members of management, stockholders of the Company, and other appropriate sources; (b) Where the Committee deems appropriate, en

3. Recommendations to the Board The Committee shall recommend to the Board a slate of director nominees for election by the stockholders at each annual meeting of stockholders. The Committee shall also recommend to the Board candidates to fill any vacancies on the Board and any newly created directorships arising between annual meetings of stockholders, in each case in a manner consistent with the Certificate of Inco

1. Board Size and Structure The Committee shall periodically review and make recommendations to the Board regarding the overall size, structure, and composition of the Board, including the appropriate balance of independent and non-independent directors, the appropriate range of skills, expertise, and backgrounds represented on the Board, and the desirability of refreshing Board membership through periodic rotation o

2. Committee Assignments The Committee shall recommend to the Board the assignment of directors to the standing committees of the Board (including the Audit Committee, the Compensation Committee, and this Committee), as well as any special or ad hoc committees established by the Board from time to time. The Committee shall also recommend the designation of the chair of each such committee. In making its recommendatio

1. Corporate Governance Guidelines The Committee shall develop and recommend to the Board for adoption a set of Corporate Governance Guidelines (the "Governance Guidelines") applicable to the Company. The Governance Guidelines shall establish the framework within which the Board and its committees operate and shall address, among other matters: (a) Director qualification standards and the process for selecting and no

2. Governance Policies and Practices The Committee shall oversee the development, implementation, and periodic review of the Company's governance-related policies, including without limitation the following: (a) Code of Business Conduct and Ethics. A comprehensive code of business conduct and ethics applicable to all directors, officers, and employees of the Company and its subsidiaries, addressing matters such as co

3. Certificate of Incorporation and Bylaws The Committee shall periodically review the Certificate of Incorporation and the Bylaws and shall recommend to the Board such amendments thereto as the Committee deems appropriate. In conducting its review, the Committee shall consider, among other matters: (a) The implications of the Company's dual-class capital structure, including the impact on stockholder rights, board c

1. Annual Self-Assessment The Committee shall oversee an annual self-evaluation process for the Board as a whole and for each standing committee of the Board. The purpose of the annual self-evaluation is to assess the effectiveness of the Board and its committees in fulfilling their respective responsibilities, to identify areas for improvement, and to enhance overall Board performance. In conducting the annual self-

2. Individual Director Evaluations As the Committee deems appropriate, and particularly in connection with renomination decisions, the Committee shall oversee assessments of individual director performance, contribution, and qualifications. Such assessments may consider, among other factors, the director's attendance and participation at Board and committee meetings, the director's substantive contributions to Board

V. Delegation The Committee may, in its discretion, delegate any of its duties and responsibilities to one or more subcommittees of the Committee, each consisting of one or more members of the Committee, to the extent permitted by applicable law (including the DGCL), applicable Nasdaq listing standards, the Certificate of Incorporation, and the Bylaws. The Committee may also delegate authority to the Chair to act on

VI. Resources and Advisors The Committee shall have the sole authority to retain and terminate any search firm, consultant, or other advisor to assist in identifying, screening, and evaluating director candidates, including the sole authority to approve such firm's or consultant's fees and other retention terms. All such fees and expenses shall be borne by the Company. The Committee shall also have the authority to o

VII. Annual Review of Charter The Committee shall review and reassess the adequacy of this Charter at least annually. In conducting its review, the Committee shall consider whether this Charter adequately addresses the Committee's responsibilities in light of evolving corporate governance best practices, changes in applicable Nasdaq listing standards and SEC rules, developments in the Company's business and governanc

VIII. Limitations While the Committee has the duties, responsibilities, and authority set forth in this Charter, it is not the duty of the Committee to ensure the Company's compliance with all applicable laws, regulations, and listing standards. The Committee's role is one of oversight. The management of the Company is responsible for the day-to-day governance, compliance, and operational activities of the Company, a

IX. Effective Date This Charter shall become effective automatically, and without further action by the Board, upon the effectiveness of 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 of shares of Class A Common Stock on the Nasdaq Global Select Market under the ticker symbol "LMSA." Prior to the effect