Contract analysis

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

ARTICLE II — REGISTERED OFFICE AND 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, and the name of its registered agent at such address is Capitol Registered Agents LLC.

ARTICLE III — PURPOSE AND DURATION The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The duration of the Corporation shall be perpetual.

ARTICLE IV — AUTHORIZED CAPITAL STOCK

Section 4.1 Authorized Shares. The total number of shares of all classes of capital stock that the Corporation is authorized to issue is 550,000,000 shares, consisting of: (a) 500,000,000 shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of which: (i) 471,500,000 shares are designated as "Class A Common Stock" (the "Class A Common Stock"); and (ii) 28,500,000 shares are designated as "Class B

Section 4.2 Preferred Stock. The Board of Directors of the Corporation (the "Board") is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix the number of shares constituting such series and the designations, powers, preferences, rights, qualifications, limitations,

Section 5.1 Voting Rights of Common Stock. Except as otherwise required by applicable law or as set forth in this Restated Certificate: (a) Each holder 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 or for the consent of the stockholders of the Corporation. (b) Each holder of Class B Common Stock shall b

Section 5.2 Equal Economic Rights. Except with respect to voting rights and conversion rights as expressly set forth herein, each share of Class A Common Stock and each share of Class B Common Stock shall have the same rights, powers, and privileges, and shall rank equally, share ratably, and be identical in all respects and as to all matters, including, without limitation, with respect to dividends, distributions, s

ARTICLE VI — CONVERSION OF CLASS B COMMON STOCK; SUNSET PROVISIONS

Section 6.1 Optional Conversion. Each share of Class B Common Stock shall be convertible into one (1) fully paid and nonassessable share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the Corporation.

Section 6.2 Automatic Conversion — Sunset Events. Each share of Class B Common Stock shall automatically, without any further action on the part of the holder thereof, be converted into one (1) fully paid and nonassessable share of Class A Common Stock upon the earliest to occur of the following events (each, a "Sunset Event"): (a) Seven-Year Sunset. The seventh (7th) anniversary of the date of the closing of the Cor

Section 6.3 Definitions. For purposes of this Article VI: (a) "Founder Holders" means Priya Subramanian and Marcus Henley. (b) "Permitted Transferee" means, with respect to any Founder Holder: (i) the other Founder Holder; (ii) a member of such Founder Holder's Immediate Family; (iii) a trust for the benefit of such Founder Holder or any member of such Founder Holder's Immediate Family, provided that such Founder Hol

Section 6.4 Procedures. The Corporation shall provide written notice to the holders of Class B Common Stock of any Sunset Event (to the extent known to the Corporation) promptly following the occurrence thereof. Upon the conversion of any shares of Class B Common Stock into shares of Class A Common Stock pursuant to this Article VI, the Corporation shall take all actions necessary to effect such conversion, including

Section 6.5 No Further Issuance. Following the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock pursuant to Section 6.2(a) or Section 6.2(c) above, no further shares of Class B Common Stock shall be issued by the Corporation.

ARTICLE VII — CONVERSION OF PREFERRED STOCK UPON IPO

Section 7.1 Automatic Conversion. Upon the closing of the Corporation's first firm commitment underwritten initial public offering of shares of Class A Common Stock pursuant to an effective registration statement filed under the Securities Act of 1933, as amended, all outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock (totaling, in the aggr

Section 7.2 Elimination of Preferred Stock Designations. Upon the effectiveness of the conversions described in Section 7.1, the certificates of designation for the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock previously filed with the Secretary of State of the State of Delaware shall be eliminated and shall have no further force or effect. All designation

ARTICLE VIII — LIMITATION OF LIABILITY

Section 8.1 Exculpation. To the fullest extent permitted by the DGCL as it exists on the date this Restated Certificate becomes effective or as it may hereafter be amended from time to time, no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended after the effective date of this Restated Ce

Section 8.2 Savings Clause. Neither any amendment nor repeal of this Article VIII, nor the adoption of any provision of this Restated Certificate inconsistent with this Article VIII, shall eliminate, reduce, or otherwise adversely affect any limitation on the personal liability of a director of the Corporation existing at the time of such amendment, repeal, or adoption with respect to any act or omission occurring pr

Section 9.1 Delaware Forum. 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 of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware, or, if such federal court also does not have jurisdiction, any state court located in the State of Delaware) shall

Section 9.2 Federal Forum for Securities Act Claims. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, to the fullest extent permitted by applicable law.

Section 9.3 Consent to 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 consented to the provisions of this Article IX.

Section 10.1 Amendment of Certificate. The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Restated Certificate, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding the foregoing, the provisions set forth in Articles V, VI, VIII, IX, X, and XI of this Restated

Section 10.2 Amendment of Bylaws. In furtherance and not in limitation of the powers conferred upon it by law, the Board is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation. The stockholders shall also have the power to adopt, amend, alter, or repeal the Bylaws of the Corporation; provided, however, that in addition to any vote of the holders of any class or series of stock of the

ARTICLE XI — CORPORATE OPPORTUNITIES To the extent permitted by Section 122(17) of the DGCL, the Corporation hereby renounces any interest or expectancy in, or being offered an opportunity to participate in, any business opportunity that may from time to time be presented to or come to the attention of any of the stockholders of the Corporation or any of their respective officers, directors, agents, shareholders, mem