1008-00002 · Lumos Analytics Inc · Governance Documents

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AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

LUMOS ANALYTICS INC.

(a Delaware corporation)

Lumos Analytics Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (as the same may be amended and supplemented from time to time, the "DGCL"), DOES HEREBY CERTIFY AS FOLLOWS:

FIRST: The name of the Corporation is Lumos Analytics Inc. (the "Corporation"). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 14, 2016, under the name "Lumos Analytics Inc." The Corporation was assigned Delaware File Number 6281934.

SECOND: This Amended and Restated Certificate of Incorporation (this "Amended and Restated Certificate") was duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL and has been duly approved by the Board of Directors and the stockholders of the Corporation in accordance with the applicable provisions of the DGCL.

THIRD: This Amended and Restated Certificate restates, integrates, and further amends the provisions of the Corporation's Certificate of Incorporation, as heretofore amended and supplemented, in their entirety.

FOURTH: This Amended and Restated Certificate shall become effective upon the closing of the Corporation's initial public offering of its Class A Common Stock (the "IPO") pursuant to an effective Registration Statement on Form S-1 filed with the Securities and Exchange Commission.

FIFTH: The Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:

ARTICLE I

NAME

The name of the Corporation is Lumos Analytics Inc.

ARTICLE II

REGISTERED OFFICE AND REGISTERED 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. The name of the registered agent of the Corporation at such address is Capitol Registered Agents LLC.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to carry out such purpose, including, without limitation, all powers granted to it by the DGCL.

ARTICLE IV

AUTHORIZED CAPITAL STOCK

Section 4.1 — Total Authorized Shares.

The total number of shares of all classes of capital stock that the Corporation is authorized to issue is five hundred ten million (510,000,000) shares, consisting of:

(a) five hundred million (500,000,000) shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of which:

(i) four hundred million (400,000,000) shares shall be designated as Class A Common Stock (the "Class A Common Stock"); and

(ii) one hundred million (100,000,000) shares shall be designated as Class B Common Stock (the "Class B Common Stock"); and

(b) ten million (10,000,000) shares of Preferred Stock, par value $0.0001 per share (the "Preferred Stock").

Upon the effectiveness of this Amended and Restated Certificate, each outstanding share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock of the Corporation (totaling, in the aggregate, sixty-two million four hundred thousand (62,400,000) shares) shall automatically convert into shares of Class A Common Stock in accordance with the respective terms applicable to each such series, as set forth in the Certificate of Incorporation, as previously amended, effective immediately prior to the effectiveness of this Amended and Restated Certificate. Upon such conversion, the designations, powers, preferences, and rights, and the qualifications, limitations, and restrictions, of each such series of Preferred Stock shall be eliminated in their entirety, and all such shares shall resume the status of authorized but unissued shares of Preferred Stock, undesignated as to series.

Section 4.2 — Common Stock.

Section 4.2(a) — Voting Rights. (1) Each holder of record 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 of the stockholders of the Corporation, including the election or removal of directors.

(2) Each holder of record of Class B Common Stock shall be entitled to ten (10) votes for each share of Class B Common Stock held of record by such holder on all matters submitted to a vote of the stockholders of the Corporation, including the election or removal of directors.

(3) Except as otherwise required by law or expressly provided in this Amended and Restated Certificate, the holders of Class A Common Stock and the holders of Class B Common Stock shall vote together as a single class on all matters submitted to a vote or for the consent of the stockholders of the Corporation, including the election or removal of directors. In any such vote of the holders of the Common Stock, each share of Class A Common Stock shall entitle the holder thereof to one (1) vote per share and each share of Class B Common Stock shall entitle the holder thereof to ten (10) votes per share.

(4) There shall be no cumulative voting with respect to the election of directors or any other matter submitted to a vote of the stockholders, unless otherwise required by the DGCL.

Section 4.2(b) — Dividends. Subject to the preferences and other rights applicable to any series of Preferred Stock, if any, outstanding at the time, the holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to receive dividends and other distributions (payable in cash, stock, property, or otherwise) as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor. Any dividends or other distributions paid to the holders of the Common Stock shall be paid on a pro rata, per-share basis equally to the holders of Class A Common Stock and the holders of Class B Common Stock, treated as a single class; provided, however, that in the event of a dividend or other distribution payable in shares of Common Stock (including any subdivision of the outstanding shares of Common Stock by reclassification or otherwise), (i) holders of Class A Common Stock shall be entitled to receive shares of Class A Common Stock, and (ii) holders of Class B Common Stock shall be entitled to receive shares of Class B Common Stock.

Section 4.2(c) — Liquidation Rights. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, the remaining assets of the Corporation available for distribution to the stockholders of the Corporation shall be distributed ratably among the holders of Class A Common Stock and the holders of Class B Common Stock, treated as a single class, in proportion to the number of shares of Common Stock held by each such holder. For the avoidance of doubt, a merger, consolidation, or other similar transaction involving the Corporation (whether or not the Corporation is the surviving entity) or a sale, transfer, lease, exchange, or other disposition of all or substantially all of the Corporation's assets shall not, in and of itself, be deemed to be a voluntary or involuntary liquidation, dissolution, or winding up of the Corporation for purposes of this Section 4.2(c).

Section 4.2(d) — No Preemptive Rights. No holder of shares of Common Stock shall be entitled to preemptive rights with respect to any shares of capital stock of the Corporation, whether now or hereafter authorized.

Section 4.2(e) — Subdivision or Combination. If the Corporation in any manner subdivides or combines the outstanding shares of one class of Common Stock, the outstanding shares of the other class of Common Stock shall be subdivided or combined in the same proportion and manner, and vice versa. Without limiting the generality of the foregoing, no stock split, reverse stock split, stock dividend, or similar transaction with respect to shares of one class of Common Stock shall be effected unless a corresponding and proportionate stock split, reverse stock split, stock dividend, or similar transaction is simultaneously effected with respect to shares of the other class of Common Stock.

Section 4.3 — Class B Common Stock — Conversion.

Section 4.3(a) — Optional Conversion. Each share of Class B Common Stock shall be convertible into one (1) fully paid and non-assessable share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the Corporation or to the Corporation's transfer agent, Broadleaf Transfer Services Inc., or such successor transfer agent as may be appointed by the Corporation from time to time. Such conversion shall be effective upon receipt of such notice by the Corporation or its transfer agent (the "Conversion Date"), or at such later date as may be specified in such notice (but not to exceed ten (10) business days following receipt of such notice). The conversion of shares of Class B Common Stock into shares of Class A Common Stock pursuant to this Section 4.3(a) shall be effected in accordance with the procedures set forth in Section 4.3(e) below.

Section 4.3(b) — Automatic Conversion — Transfer. Each share of Class B Common Stock shall automatically, without any further action by the holder thereof, convert into one (1) fully paid and non-assessable share of Class A Common Stock upon any Transfer (as defined below) of such share of Class B Common Stock, other than a Permitted Transfer (as defined below). Such conversion shall be deemed to have occurred immediately prior to, and shall be a condition to, the effectiveness of such Transfer, and, upon such conversion, the transferee shall receive shares of Class A Common Stock (and not shares of Class B Common Stock) in connection with such Transfer.

Section 4.3(c) — Automatic Conversion — Sunset Provision. All outstanding shares of Class B Common Stock shall automatically, without any further action by any holder thereof, convert into an equal number of fully paid and non-assessable shares of Class A Common Stock upon the earliest to occur of:

(i) the date that is seven (7) years after the closing date of the IPO (the "Sunset Date");

(ii) the date on which the then-outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of then-outstanding shares of Common Stock (that is, when the holders of Class B Common Stock collectively hold fewer than ten percent (10%) of the total number of shares of Class A Common Stock and Class B Common Stock then outstanding); and

(iii) the date specified by the affirmative vote of the holders of at least two-thirds (⅔) of the then-outstanding shares of Class B Common Stock, voting as a separate class.

The conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock pursuant to this Section 4.3(c) shall be deemed to occur automatically and simultaneously at the close of business on the date on which the triggering event described in clause (i), (ii), or (iii) above first occurs (the "Final Conversion Date"), and from and after such time, all rights of holders of Class B Common Stock, and all rights that accrue by virtue of any person being a holder of Class B Common Stock, shall cease to exist, and the former holders of Class B Common Stock shall be treated for all purposes as holders of Class A Common Stock.

Section 4.3(d) — Definitions Related to Conversion. For purposes of this Section 4.3:

"Transfer" shall mean any sale, assignment, transfer, conveyance, pledge, hypothecation, or other disposition or encumbrance, whether direct or indirect, whether voluntary or involuntary, whether by operation of law or otherwise, whether by merger, consolidation, or other similar transaction, including the entry into any contract, agreement, arrangement, or understanding, written or oral, with respect to any of the foregoing. A "Transfer" shall also include, without limitation, any transfer of a direct or indirect interest in any entity that holds shares of Class B Common Stock (including through the transfer of an interest in a trust, limited partnership, limited liability company, or other entity) if, after giving effect to such transfer, the applicable Permitted Transferee conditions set forth in the definition of "Permitted Transfer" below are no longer satisfied with respect to such shares. Notwithstanding the foregoing, the following shall not be considered a "Transfer": (A) the granting of a revocable proxy to officers or directors of the Corporation at the request of the Board of Directors in connection with actions to be taken at an annual or special meeting of stockholders, (B) the entering into of a voting trust, agreement, or arrangement, whether or not pursuant to a written agreement, solely with holders of Class B Common Stock that (1) is disclosed either in a Schedule 13D filed with the Securities and Exchange Commission or in writing to the Secretary of the Corporation, (2) does not involve any payment of cash, securities, property, or other consideration to the holder of the shares that are the subject thereof, and (3) does not provide for the transfer of any shares of Class B Common Stock, or (C) the pledge of shares of Class B Common Stock by a stockholder that creates a mere security interest in such shares pursuant to a bona fide loan or indebtedness transaction for so long as such stockholder continues to exercise sole dispositive power and exclusive voting control with respect to such pledged shares; provided, however, that a foreclosure on such shares of Class B Common Stock or other similar action by the pledgee shall constitute a "Transfer" unless such foreclosure or similar action would constitute a Permitted Transfer.

"Permitted Transfer" shall mean, and shall be limited to, any Transfer of shares of Class B Common Stock by a holder thereof:

(i) to the other co-founder of the Corporation (i.e., if the transferor is Priya Subramanian, to Marcus Henley, and if the transferor is Marcus Henley, to Priya Subramanian), and vice versa;

(ii) to any trust, limited partnership, limited liability company, or other estate planning vehicle established and maintained solely for the benefit of the holder or the holder's immediate family members (meaning the holder's spouse, domestic partner, parents, grandparents, lineal descendants, siblings, and the lineal descendants of siblings), provided that (A) such transferring holder retains sole dispositive power and exclusive voting control with respect to the shares of Class B Common Stock so transferred, and (B) such transfer does not involve any payment of cash, securities, property, or other consideration (other than an interest in such trust, partnership, limited liability company, or other entity) to any person;

(iii) by an executor, administrator, guardian, or conservator upon the death or incapacity of the holder of such shares, to such holder's estate, heir, devisee, or beneficiary, or to a trust or other estate planning vehicle for the benefit of any of the foregoing persons; provided, however, that the Class B status of such shares shall terminate and each such share shall automatically convert into one (1) share of Class A Common Stock nine (9) months after the date of death or incapacity of the original holder, unless, prior to the expiration of such nine-month period, such shares are transferred to a person or entity that would qualify as a Permitted Transferee under clauses (i), (ii), or (iv) of this definition; and

(iv) to the Corporation, whether by repurchase, redemption, forfeiture, or otherwise.

For purposes of this definition, "immediate family members" means the holder's spouse, domestic partner, parents, grandparents, lineal descendants (including adopted children and stepchildren), siblings, and the lineal descendants of such siblings.

Section 4.3(e) — Procedures Upon Conversion. Upon the conversion of shares of Class B Common Stock into shares of Class A Common Stock pursuant to this Section 4.3, whether by optional conversion under Section 4.3(a), automatic conversion upon Transfer under Section 4.3(b), or automatic conversion upon a sunset event under Section 4.3(c):

(i) if shares of Class B Common Stock are represented by one or more certificates, the holder thereof shall surrender such certificate or certificates at the principal office of the Corporation or at the office of the Corporation's transfer agent, duly endorsed or accompanied by proper instruments of transfer;

(ii) if shares of Class B Common Stock are held in uncertificated, book-entry form, the Corporation's transfer agent shall make the appropriate book-entry notation reflecting the cancellation of such shares of Class B Common Stock and the issuance of shares of Class A Common Stock in lieu thereof;

(iii) each share of Class B Common Stock so converted shall be retired and cancelled and may not be reissued as a share of Class B Common Stock, but shall resume the status of authorized but unissued shares of Class B Common Stock (subject to Section 4.3(f) below); and

(iv) the Corporation shall issue or cause to be issued to the former holder of such Class B Common Stock (or such holder's designee), in book-entry or certificated form, as applicable, the number of shares of Class A Common Stock to which such holder is entitled as a result of such conversion.

The Corporation shall at all times reserve and keep available, out of its authorized but unissued shares of Class A Common Stock, a number of shares of Class A Common Stock sufficient to effect the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. If at any time the number of authorized but unissued shares of Class A Common Stock shall not be sufficient to effect the conversion of all then-outstanding shares of Class B Common Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Class A Common Stock to such number of shares as shall be sufficient for such purpose, including using its best efforts to obtain the requisite stockholder approval of any necessary amendment to this Amended and Restated Certificate.

Section 4.3(f) — No Further Issuances of Class B Common Stock. Following the effectiveness of this Amended and Restated Certificate, the Corporation shall not issue any additional shares of Class B Common Stock, except (i) upon a stock split, stock dividend, reclassification, or similar transaction applicable to all outstanding shares of Class B Common Stock as provided in Section 4.2(b) and Section 4.2(e) above, or (ii) shares of Class B Common Stock issuable upon the exercise or conversion of options, warrants, or other convertible securities of the Corporation outstanding as of the date of effectiveness of this Amended and Restated Certificate, in each case to the extent such securities, by their terms, provide for issuance of Class B Common Stock.

Section 4.4 — Preferred Stock.

The Board of Directors is hereby expressly authorized, subject to any limitations prescribed by the DGCL, by resolution or resolutions adopted from time to time, to provide for the issuance of shares of Preferred Stock in one or more series and, with respect to each such series, to establish and fix the number of shares to be included in each such series and to determine the designation, powers, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions thereof, of such series, including, without limitation:

(a) the designation of such series, the number of shares to constitute such series (which number the Board of Directors may, except where otherwise provided in the resolution designating such series, increase or decrease, but not below the number of shares of such series then outstanding), and the stated value thereof, if different from the par value thereof;

(b) whether the shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights;

(c) the dividends, if any, payable on such series, whether any such dividends shall be cumulative and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends shall bear to the dividends payable on any other class or classes or any other series of capital stock of the Corporation;

(d) whether the shares of such series shall be subject to redemption by the Corporation and, if so, the prices, terms, and conditions of such redemption, including the dates upon or after which such shares shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(e) the obligation, if any, of the Corporation to maintain a sinking fund for the purchase or redemption of shares of such series and the terms and provisions relating to any such sinking fund;

(f) whether the shares of such series shall be convertible into, or exchangeable for, at the option of the holder or the Corporation or upon the happening of a specified event, shares of any other class or classes or any other series of capital stock of the Corporation, and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of such conversion or exchange;

(g) the rights of the shares of such series in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, and the relative rights of priority, if any, of payment of shares of such series;

(h) any other powers, preferences, and relative, participating, optional, and other special rights, and the qualifications, limitations, and restrictions thereof; and

(i) any other terms not inconsistent with the provisions of this Amended and Restated Certificate or applicable law.

The total number of shares of Preferred Stock authorized to be issued by the Corporation is ten million (10,000,000) shares, par value $0.0001 per share. As of the effectiveness of this Amended and Restated Certificate, no shares of Preferred Stock shall be outstanding, all previously outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock having been converted into shares of Class A Common Stock in accordance with Section 4.1 above.

ARTICLE V

BOARD OF DIRECTORS

Section 5.1 — Number of Directors.

The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the total number of directors constituting the entire Board of Directors shall be fixed exclusively by resolution adopted by a majority of the entire Board of Directors. The initial number of directors of the Corporation shall be seven (7).

Section 5.2 — Classified Board.

The Board of Directors shall be divided into three (3) classes, designated as Class I, Class II, and Class III, as nearly equal in number as reasonably possible. The Board of Directors is authorized to assign members of the Board of Directors already in office to their respective classes at the time this Amended and Restated Certificate becomes effective. The initial assignment of directors to each class shall be made by the Board of Directors.

(a) The initial term of office of the Class I directors shall expire at the first annual meeting of stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate, and such Class I directors shall be eligible for re-election at such meeting for a full term of three (3) years.

(b) The initial term of office of the Class II directors shall expire at the second annual meeting of stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate, and such Class II directors shall be eligible for re-election at such meeting for a full term of three (3) years.

(c) The initial term of office of the Class III directors shall expire at the third annual meeting of stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate, and such Class III directors shall be eligible for re-election at such meeting for a full term of three (3) years.

At each succeeding annual meeting of stockholders beginning with the first annual meeting of stockholders following the effectiveness of this Amended and Restated Certificate, the successors to the class of directors whose terms expire at that meeting shall be elected to hold office for a term expiring at the third annual meeting of stockholders following the meeting at which such successors are elected and until their respective successors have been duly elected and qualified. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible.

Section 5.3 — Removal.

Subject to the rights of the holders of any series of Preferred Stock, any director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. For purposes of this Section 5.3, "cause" shall mean (i) a conviction of, or plea of nolo contendere to, a felony, (ii) a judicial finding of willful misconduct or gross negligence in the performance of such director's duties to the Corporation, or (iii) a judicial determination that such director breached his or her duty of loyalty to the Corporation or its stockholders.

Section 5.4 — Vacancies.

Subject to the rights of the holders of any series of Preferred Stock, any newly created directorship resulting from an increase in the authorized number of directors or any vacancy on the Board of Directors resulting from death, resignation, retirement, disqualification, removal, or any other cause shall be filled solely by a majority vote of the directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by the stockholders. A director elected to fill a vacancy or newly created directorship shall hold office for the remainder of the full term of the class of directors in which such vacancy occurred or such new directorship was created, and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, retirement, disqualification, or removal.

Section 5.5 — Written Ballot Not Required.

Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE VI

LIMITATION OF DIRECTOR LIABILITY; EXCULPATION

Section 6.1 — Exculpation.

To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or to any of its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, except to the extent that Section 102(b)(7) of the DGCL (or any successor provision thereto) is hereafter amended to further eliminate or limit the personal liability of directors, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that nothing contained herein shall eliminate or limit the liability of a director:

(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders;

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

(iii) under Section 174 of the DGCL (relating to unlawful payment of dividends, unlawful stock purchases, or unlawful redemptions); or

(iv) for any transaction from which the director derived an improper personal benefit.

Section 6.2 — Effect of Amendment.

If the DGCL is amended after the filing of this Amended and Restated Certificate to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended, without the need for any further amendment to this Amended and Restated Certificate. Any repeal or modification of this Article VI by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

ARTICLE VII

INDEMNIFICATION

Section 7.1 — Right to Indemnification.

The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an "Indemnified Person") who was or is made or is threatened to be made a party to, or is otherwise involved in, any action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (each, a "Proceeding"), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, member, trustee, or agent of another corporation, partnership, joint venture, trust, enterprise, nonprofit entity, or other entity, including service with respect to any employee benefit plan, against all expenses (including attorneys' fees and disbursements), judgments, fines (including ERISA excise taxes and penalties), and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such Proceeding. The Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) initiated by such Indemnified Person only if the initiation of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Board of Directors.

Section 7.2 — Advancement of Expenses.

The Corporation shall pay the expenses (including attorneys' fees and disbursements) incurred by an Indemnified Person in defending or otherwise participating in any Proceeding in advance of the final disposition of such Proceeding; provided, however, that such payment of expenses in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking by or on behalf of such Indemnified Person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnified Person is not entitled to be indemnified for such expenses under this Article VII or otherwise. The rights conferred upon any Indemnified Person by this Section 7.2 shall be deemed a contract right, and the Corporation shall not be entitled to revoke any such right with respect to any Proceeding commenced prior to such revocation. Notwithstanding the foregoing, the Corporation shall not be required to advance expenses to an Indemnified Person in connection with a Proceeding (or part thereof) initiated by such Indemnified Person unless the initiation of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Board of Directors.

Section 7.3 — Employees and Agents.

The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to advancement of expenses similar to those conferred in this Article VII to employees and agents of the Corporation with respect to actions taken by such employees or agents in their capacity as such.

Section 7.4 — Non-Exclusivity.

The rights to indemnification and advancement of expenses conferred by this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, any provision of this Amended and Restated Certificate, the Bylaws of the Corporation, any agreement (including any indemnification agreement between the Corporation and any of its directors or officers), any vote of stockholders or disinterested directors, or otherwise. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.

Section 7.5 — Insurance.

The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, member, trustee, or agent of another corporation, partnership, joint venture, trust, enterprise, nonprofit entity, or other entity, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VII or under the DGCL. The Board of Directors may authorize the Corporation to secure such insurance coverage as it deems appropriate and on such terms and conditions as the Board of Directors may deem appropriate.

Section 7.6 — Survival.

The rights to indemnification and advancement of expenses conferred by this Article VII shall continue as to any person who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, administrators, and personal representatives of such person. Any amendment, alteration, or repeal of this Article VII that adversely affects any right of an Indemnified Person or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any Proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration, or repeal.

ARTICLE VIII

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate, in the manner now or hereafter prescribed by the DGCL, and all rights and powers conferred upon stockholders, directors, and officers herein are granted subject to this reservation.

Notwithstanding the foregoing or any other provision of this Amended and Restated Certificate, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal, or to adopt any provision inconsistent with, any of the following Articles of this Amended and Restated Certificate: Article V (Board of Directors), Article VI (Limitation of Director Liability; Exculpation), Article VII (Indemnification), this Article VIII (Amendment of Certificate of Incorporation), Article IX (Amendment of Bylaws), Article X (Forum Selection), or Article XI (Corporate Opportunities).

In addition to any vote required by the foregoing paragraph or by applicable law, any amendment to, or waiver of, any provision of this Amended and Restated Certificate that would adversely affect the rights, powers, or preferences of the holders of Class B Common Stock relative to the rights, powers, or preferences of the holders of Class A Common Stock shall require the prior affirmative vote of the holders of at least two-thirds (⅔) of the outstanding shares of Class B Common Stock, voting as a separate class, in addition to any other vote required by law or by this Amended and Restated Certificate.

ARTICLE IX

AMENDMENT OF BYLAWS

In furtherance and not in limitation of the powers conferred upon it by the DGCL, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the entire Board of Directors. The Bylaws may also be adopted, amended, altered, or repealed by the stockholders of the Corporation; provided, however, that in addition to any vote of the Board of Directors required by law or by this Amended and Restated Certificate, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter, or repeal any provision of the Bylaws of the Corporation.

ARTICLE X

FORUM SELECTION

Section 10.1 — Delaware Forum Provision.

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 does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for:

(i) any derivative action or proceeding brought on behalf of the Corporation;

(ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, or other employee of the Corporation to the Corporation or to any of its stockholders;

(iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Amended and Restated Certificate, or the Bylaws of the Corporation (as each may be amended from time to time);

(iv) any action to interpret, apply, enforce, or determine the validity of this Amended and Restated Certificate or the Bylaws of the Corporation (including any right, obligation, or remedy thereunder); or

(v) any action asserting a claim governed by the internal affairs doctrine.

This Section 10.1 shall not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules and regulations promulgated thereunder, or any other claim for which the federal courts of the United States of America have exclusive jurisdiction.

Section 10.2 — Federal Forum Provision.

Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the "Securities Act"), or the rules and regulations promulgated thereunder. For the avoidance of doubt, this Section 10.2 is intended to benefit and may be enforced by the Corporation, its officers and directors, the underwriters of any offering giving rise to such complaint, and any other professional or entity whose consent is required under the Securities Act. This Section 10.2 shall not apply to claims arising under the Exchange Act or the rules and regulations promulgated thereunder.

Section 10.3 — Consent to Personal 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 to have consented to the provisions of this Article X. If any action the subject matter of which is within the scope of Section 10.1 or Section 10.2 above is filed in a court other than a court located within the State of Delaware (or, in the case of Section 10.2, a federal district court of the United States of America) (each, a "Foreign Action"), such person or entity shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 10.1 or Section 10.2 above, and (ii) having service of process made upon such person or entity in any such action by service upon such person's or entity's counsel in the Foreign Action as agent for such person or entity.

ARTICLE XI

CORPORATE OPPORTUNITIES

To the fullest extent permitted by Section 122(17) of the DGCL, the Corporation hereby renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for both the Corporation and any of its directors or officers who are also partners, members, directors, officers, employees, or agents of any of the following entities (collectively, the "Exempt Persons"):

(a) Velthryn Venture Partners Fund IV, L.P. (or any of its affiliates, including any successor fund or parallel fund);

(b) Arclight Equity Group Fund VII, L.P. (or any of its affiliates, including any successor fund or parallel fund); or

No Exempt Person or any director or officer of the Corporation who is also a partner, member, director, officer, employee, or agent of any Exempt Person shall be liable to the Corporation or to any of its stockholders for breach of any fiduciary duty or other duty by reason of the fact that any such person pursued or acquired any such corporate opportunity, directed any such corporate opportunity to another person or entity (including any Exempt Person), or failed to present any such corporate opportunity, or information regarding any such corporate opportunity, to the Corporation.

Notwithstanding the foregoing, the provisions of this Article XI shall not apply to any business opportunity that is expressly offered to a director or officer of the Corporation solely in his or her capacity as a director or officer of the Corporation, and not in his or her capacity as a partner, member, director, officer, employee, or agent of any Exempt Person. For the avoidance of doubt, nothing in this Article XI shall limit or affect the obligations of any director or officer of the Corporation with respect to any business opportunity that is expressly offered to such director or officer solely in his or her capacity as a director or officer of the Corporation.

Any person or entity purchasing or otherwise acquiring or holding any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XI.

ARTICLE XII

STOCKHOLDER ACTION

Section 12.1 — No Stockholder Action by Written Consent.

Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by written consent in lieu of a meeting by such stockholders. Notwithstanding the foregoing, any action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a class or series or together with one or more other such series, as the case may be, may be taken without a meeting, without prior notice, and without a vote, to the extent expressly so provided by the applicable certificate of designation for such series of Preferred Stock.

Section 12.2 — Special Meetings.

Subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation may be called only by:

(i) the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors;

(ii) the Chairperson of the Board of Directors; or

(iii) the Chief Executive Officer of the Corporation.

The stockholders of the Corporation shall not have the right to call a special meeting of stockholders. Only such business as shall have been stated in the notice of any special meeting of stockholders shall be conducted at such meeting. The Board of Directors may postpone, reschedule, or cancel any previously scheduled special meeting of stockholders.

ARTICLE XIII

SECTION 203 OF THE DGCL

The Corporation shall be governed by Section 203 of the DGCL, which generally restricts certain business combinations with "interested stockholders" (as defined therein) for a period of three (3) years following the time that such stockholder becomes an interested stockholder, subject to certain exceptions as set forth therein. Neither the approval of this Amended and Restated Certificate nor any transaction contemplated hereby shall cause any stockholder of the Corporation to be deemed an "interested stockholder" within the meaning of Section 203 of the DGCL.

ARTICLE XIV

SEVERABILITY

If any provision or provisions of this Amended and Restated Certificate shall be held to be invalid, illegal, or unenforceable as applied to any person, entity, or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, (a) the validity, legality, and enforceability of such provision or provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate (including, without limitation, each portion of any paragraph of this Amended and Restated Certificate containing any such provision held to be invalid, illegal, or unenforceable that is not itself held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of this Amended and Restated Certificate (including, without limitation, each such portion of any paragraph of this Amended and Restated Certificate containing any such provision held to be invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable.

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[Remainder of Page Intentionally Left Blank; Signature Page Follows]

IN WITNESS WHEREOF, Lumos Analytics Inc. has caused this Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer on the date set forth below.

LUMOS ANALYTICS INC.

By: ________

Name: Priya Subramanian

Title: Chief Executive Officer

Date: ____, 2022

This Amended and Restated Certificate of Incorporation is to be filed with the Secretary of State of the State of Delaware upon the closing of the Corporation's initial public offering. This document is in draft form and is subject to revision prior to filing.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
LUMOS ANALYTICS INC.
(a Delaware corporation)
Lumos Analytics Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (as the same may be amended and supplemented from time to time, the "DGCL"), DOES HEREBY CERTIFY AS FOLLOWS:
FIRST: The name of the Corporation is Lumos Analytics Inc. (the "Corporation"). The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on March 14, 2016, under the name "Lumos Analytics Inc." The Corporation was assigned Delaware File Number 6281934.
SECOND: This Amended and Restated Certificate of Incorporation (this "Amended and Restated Certificate") was duly adopted in accordance with the provisions of Sections 242 and 245 of the DGCL and has been duly approved by the Board of Directors and the stockholders of the Corporation in accordance with the applicable provisions of the DGCL.
THIRD: This Amended and Restated Certificate restates, integrates, and further amends the provisions of the Corporation's Certificate of Incorporation, as heretofore amended and supplemented, in their entirety.
FOURTH: This Amended and Restated Certificate shall become effective upon the closing of the Corporation's initial public offering of its Class A Common Stock (the "IPO") pursuant to an effective Registration Statement on Form S-1 filed with the Securities and Exchange Commission.
FIFTH: The Certificate of Incorporation of the Corporation is hereby amended and restated in its entirety to read as follows:
ARTICLE I
NAME
The name of the Corporation is Lumos Analytics Inc.
ARTICLE II
REGISTERED OFFICE AND REGISTERED 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. The name of the registered agent of the Corporation at such address is Capitol Registered Agents LLC.
ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all powers necessary or convenient to carry out such purpose, including, without limitation, all powers granted to it by the DGCL.
ARTICLE IV
AUTHORIZED CAPITAL STOCK
Section 4.1 — Total Authorized Shares.
The total number of shares of all classes of capital stock that the Corporation is authorized to issue is five hundred ten million (510,000,000) shares, consisting of:
(a) five hundred million (500,000,000) shares of Common Stock, par value $0.0001 per share (the "Common Stock"), of which:
(i) four hundred million (400,000,000) shares shall be designated as Class A Common Stock (the "Class A Common Stock"); and
(ii) one hundred million (100,000,000) shares shall be designated as Class B Common Stock (the "Class B Common Stock"); and
(b) ten million (10,000,000) shares of Preferred Stock, par value $0.0001 per share (the "Preferred Stock").
Upon the effectiveness of this Amended and Restated Certificate, each outstanding share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock of the Corporation (totaling, in the aggregate, sixty-two million four hundred thousand (62,400,000) shares) shall automatically convert into shares of Class A Common Stock in accordance with the respective terms applicable to each such series, as set forth in the Certificate of Incorporation, as previously amended, effective immediately prior to the effectiveness of this Amended and Restated Certificate. Upon such conversion, the designations, powers, preferences, and rights, and the qualifications, limitations, and restrictions, of each such series of Preferred Stock shall be eliminated in their entirety, and all such shares shall resume the status of authorized but unissued shares of Preferred Stock, undesignated as to series.
Section 4.2 — Common Stock.
Section 4.2(a) — Voting Rights.  (1) Each holder of record 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 of the stockholders of the Corporation, including the election or removal of directors.
(2) Each holder of record of Class B Common Stock shall be entitled to ten (10) votes for each share of Class B Common Stock held of record by such holder on all matters submitted to a vote of the stockholders of the Corporation, including the election or removal of directors.
(3) Except as otherwise required by law or expressly provided in this Amended and Restated Certificate, the holders of Class A Common Stock and the holders of Class B Common Stock shall vote together as a single class on all matters submitted to a vote or for the consent of the stockholders of the Corporation, including the election or removal of directors. In any such vote of the holders of the Common Stock, each share of Class A Common Stock shall entitle the holder thereof to one (1) vote per share and each share of Class B Common Stock shall entitle the holder thereof to ten (10) votes per share.
(4) There shall be no cumulative voting with respect to the election of directors or any other matter submitted to a vote of the stockholders, unless otherwise required by the DGCL.
Section 4.2(b) — Dividends.  Subject to the preferences and other rights applicable to any series of Preferred Stock, if any, outstanding at the time, the holders of Class A Common Stock and the holders of Class B Common Stock shall be entitled to receive dividends and other distributions (payable in cash, stock, property, or otherwise) as may be declared thereon by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor. Any dividends or other distributions paid to the holders of the Common Stock shall be paid on a pro rata, per-share basis equally to the holders of Class A Common Stock and the holders of Class B Common Stock, treated as a single class; provided, however, that in the event of a dividend or other distribution payable in shares of Common Stock (including any subdivision of the outstanding shares of Common Stock by reclassification or otherwise), (i) holders of Class A Common Stock shall be entitled to receive shares of Class A Common Stock, and (ii) holders of Class B Common Stock shall be entitled to receive shares of Class B Common Stock.
Section 4.2(c) — Liquidation Rights.  In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and subject to the rights, if any, of the holders of any outstanding series of Preferred Stock, the remaining assets of the Corporation available for distribution to the stockholders of the Corporation shall be distributed ratably among the holders of Class A Common Stock and the holders of Class B Common Stock, treated as a single class, in proportion to the number of shares of Common Stock held by each such holder. For the avoidance of doubt, a merger, consolidation, or other similar transaction involving the Corporation (whether or not the Corporation is the surviving entity) or a sale, transfer, lease, exchange, or other disposition of all or substantially all of the Corporation's assets shall not, in and of itself, be deemed to be a voluntary or involuntary liquidation, dissolution, or winding up of the Corporation for purposes of this Section 4.2(c).
Section 4.2(d) — No Preemptive Rights.  No holder of shares of Common Stock shall be entitled to preemptive rights with respect to any shares of capital stock of the Corporation, whether now or hereafter authorized.
Section 4.2(e) — Subdivision or Combination.  If the Corporation in any manner subdivides or combines the outstanding shares of one class of Common Stock, the outstanding shares of the other class of Common Stock shall be subdivided or combined in the same proportion and manner, and vice versa. Without limiting the generality of the foregoing, no stock split, reverse stock split, stock dividend, or similar transaction with respect to shares of one class of Common Stock shall be effected unless a corresponding and proportionate stock split, reverse stock split, stock dividend, or similar transaction is simultaneously effected with respect to shares of the other class of Common Stock.
Section 4.3 — Class B Common Stock — Conversion.
Section 4.3(a) — Optional Conversion.  Each share of Class B Common Stock shall be convertible into one (1) fully paid and non-assessable share of Class A Common Stock at the option of the holder thereof at any time upon written notice to the Corporation or to the Corporation's transfer agent, Broadleaf Transfer Services Inc., or such successor transfer agent as may be appointed by the Corporation from time to time. Such conversion shall be effective upon receipt of such notice by the Corporation or its transfer agent (the "Conversion Date"), or at such later date as may be specified in such notice (but not to exceed ten (10) business days following receipt of such notice). The conversion of shares of Class B Common Stock into shares of Class A Common Stock pursuant to this Section 4.3(a) shall be effected in accordance with the procedures set forth in Section 4.3(e) below.
Section 4.3(b) — Automatic Conversion — Transfer.  Each share of Class B Common Stock shall automatically, without any further action by the holder thereof, convert into one (1) fully paid and non-assessable share of Class A Common Stock upon any Transfer (as defined below) of such share of Class B Common Stock, other than a Permitted Transfer (as defined below). Such conversion shall be deemed to have occurred immediately prior to, and shall be a condition to, the effectiveness of such Transfer, and, upon such conversion, the transferee shall receive shares of Class A Common Stock (and not shares of Class B Common Stock) in connection with such Transfer.
Section 4.3(c) — Automatic Conversion — Sunset Provision.  All outstanding shares of Class B Common Stock shall automatically, without any further action by any holder thereof, convert into an equal number of fully paid and non-assessable shares of Class A Common Stock upon the earliest to occur of:
(i) the date that is seven (7) years after the closing date of the IPO (the "Sunset Date");
(ii) the date on which the then-outstanding shares of Class B Common Stock represent less than ten percent (10%) of the aggregate number of then-outstanding shares of Common Stock (that is, when the holders of Class B Common Stock collectively hold fewer than ten percent (10%) of the total number of shares of Class A Common Stock and Class B Common Stock then outstanding); and
(iii) the date specified by the affirmative vote of the holders of at least two-thirds (⅔) of the then-outstanding shares of Class B Common Stock, voting as a separate class.
The conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock pursuant to this Section 4.3(c) shall be deemed to occur automatically and simultaneously at the close of business on the date on which the triggering event described in clause (i), (ii), or (iii) above first occurs (the "Final Conversion Date"), and from and after such time, all rights of holders of Class B Common Stock, and all rights that accrue by virtue of any person being a holder of Class B Common Stock, shall cease to exist, and the former holders of Class B Common Stock shall be treated for all purposes as holders of Class A Common Stock.
Section 4.3(d) — Definitions Related to Conversion.  For purposes of this Section 4.3:
"Transfer" shall mean any sale, assignment, transfer, conveyance, pledge, hypothecation, or other disposition or encumbrance, whether direct or indirect, whether voluntary or involuntary, whether by operation of law or otherwise, whether by merger, consolidation, or other similar transaction, including the entry into any contract, agreement, arrangement, or understanding, written or oral, with respect to any of the foregoing. A "Transfer" shall also include, without limitation, any transfer of a direct or indirect interest in any entity that holds shares of Class B Common Stock (including through the transfer of an interest in a trust, limited partnership, limited liability company, or other entity) if, after giving effect to such transfer, the applicable Permitted Transferee conditions set forth in the definition of "Permitted Transfer" below are no longer satisfied with respect to such shares. Notwithstanding the foregoing, the following shall not be considered a "Transfer": (A) the granting of a revocable proxy to officers or directors of the Corporation at the request of the Board of Directors in connection with actions to be taken at an annual or special meeting of stockholders, (B) the entering into of a voting trust, agreement, or arrangement, whether or not pursuant to a written agreement, solely with holders of Class B Common Stock that (1) is disclosed either in a Schedule 13D filed with the Securities and Exchange Commission or in writing to the Secretary of the Corporation, (2) does not involve any payment of cash, securities, property, or other consideration to the holder of the shares that are the subject thereof, and (3) does not provide for the transfer of any shares of Class B Common Stock, or (C) the pledge of shares of Class B Common Stock by a stockholder that creates a mere security interest in such shares pursuant to a bona fide loan or indebtedness transaction for so long as such stockholder continues to exercise sole dispositive power and exclusive voting control with respect to such pledged shares; provided, however, that a foreclosure on such shares of Class B Common Stock or other similar action by the pledgee shall constitute a "Transfer" unless such foreclosure or similar action would constitute a Permitted Transfer.
"Permitted Transfer" shall mean, and shall be limited to, any Transfer of shares of Class B Common Stock by a holder thereof:
(i) to the other co-founder of the Corporation (i.e., if the transferor is Priya Subramanian, to Marcus Henley, and if the transferor is Marcus Henley, to Priya Subramanian), and vice versa;
(ii) to any trust, limited partnership, limited liability company, or other estate planning vehicle established and maintained solely for the benefit of the holder or the holder's immediate family members (meaning the holder's spouse, domestic partner, parents, grandparents, lineal descendants, siblings, and the lineal descendants of siblings), provided that (A) such transferring holder retains sole dispositive power and exclusive voting control with respect to the shares of Class B Common Stock so transferred, and (B) such transfer does not involve any payment of cash, securities, property, or other consideration (other than an interest in such trust, partnership, limited liability company, or other entity) to any person;
(iii) by an executor, administrator, guardian, or conservator upon the death or incapacity of the holder of such shares, to such holder's estate, heir, devisee, or beneficiary, or to a trust or other estate planning vehicle for the benefit of any of the foregoing persons; provided, however, that the Class B status of such shares shall terminate and each such share shall automatically convert into one (1) share of Class A Common Stock nine (9) months after the date of death or incapacity of the original holder, unless, prior to the expiration of such nine-month period, such shares are transferred to a person or entity that would qualify as a Permitted Transferee under clauses (i), (ii), or (iv) of this definition; and
(iv) to the Corporation, whether by repurchase, redemption, forfeiture, or otherwise.
For purposes of this definition, "immediate family members" means the holder's spouse, domestic partner, parents, grandparents, lineal descendants (including adopted children and stepchildren), siblings, and the lineal descendants of such siblings.
Section 4.3(e) — Procedures Upon Conversion.  Upon the conversion of shares of Class B Common Stock into shares of Class A Common Stock pursuant to this Section 4.3, whether by optional conversion under Section 4.3(a), automatic conversion upon Transfer under Section 4.3(b), or automatic conversion upon a sunset event under Section 4.3(c):
(i) if shares of Class B Common Stock are represented by one or more certificates, the holder thereof shall surrender such certificate or certificates at the principal office of the Corporation or at the office of the Corporation's transfer agent, duly endorsed or accompanied by proper instruments of transfer;
(ii) if shares of Class B Common Stock are held in uncertificated, book-entry form, the Corporation's transfer agent shall make the appropriate book-entry notation reflecting the cancellation of such shares of Class B Common Stock and the issuance of shares of Class A Common Stock in lieu thereof;
(iii) each share of Class B Common Stock so converted shall be retired and cancelled and may not be reissued as a share of Class B Common Stock, but shall resume the status of authorized but unissued shares of Class B Common Stock (subject to Section 4.3(f) below); and
(iv) the Corporation shall issue or cause to be issued to the former holder of such Class B Common Stock (or such holder's designee), in book-entry or certificated form, as applicable, the number of shares of Class A Common Stock to which such holder is entitled as a result of such conversion.
The Corporation shall at all times reserve and keep available, out of its authorized but unissued shares of Class A Common Stock, a number of shares of Class A Common Stock sufficient to effect the conversion of all outstanding shares of Class B Common Stock into shares of Class A Common Stock. If at any time the number of authorized but unissued shares of Class A Common Stock shall not be sufficient to effect the conversion of all then-outstanding shares of Class B Common Stock, the Corporation shall take such corporate action as may be necessary to increase its authorized but unissued shares of Class A Common Stock to such number of shares as shall be sufficient for such purpose, including using its best efforts to obtain the requisite stockholder approval of any necessary amendment to this Amended and Restated Certificate.
Section 4.3(f) — No Further Issuances of Class B Common Stock.  Following the effectiveness of this Amended and Restated Certificate, the Corporation shall not issue any additional shares of Class B Common Stock, except (i) upon a stock split, stock dividend, reclassification, or similar transaction applicable to all outstanding shares of Class B Common Stock as provided in Section 4.2(b) and Section 4.2(e) above, or (ii) shares of Class B Common Stock issuable upon the exercise or conversion of options, warrants, or other convertible securities of the Corporation outstanding as of the date of effectiveness of this Amended and Restated Certificate, in each case to the extent such securities, by their terms, provide for issuance of Class B Common Stock.
Section 4.4 — Preferred Stock.
The Board of Directors is hereby expressly authorized, subject to any limitations prescribed by the DGCL, by resolution or resolutions adopted from time to time, to provide for the issuance of shares of Preferred Stock in one or more series and, with respect to each such series, to establish and fix the number of shares to be included in each such series and to determine the designation, powers, preferences, and relative, participating, optional, or other special rights, and the qualifications, limitations, or restrictions thereof, of such series, including, without limitation:
(a) the designation of such series, the number of shares to constitute such series (which number the Board of Directors may, except where otherwise provided in the resolution designating such series, increase or decrease, but not below the number of shares of such series then outstanding), and the stated value thereof, if different from the par value thereof;
(b) whether the shares of such series shall have voting rights, in addition to any voting rights provided by law, and, if so, the terms of such voting rights;
(c) the dividends, if any, payable on such series, whether any such dividends shall be cumulative and, if so, from what dates, the conditions and dates upon which such dividends shall be payable, and the preference or relation which such dividends shall bear to the dividends payable on any other class or classes or any other series of capital stock of the Corporation;
(d) whether the shares of such series shall be subject to redemption by the Corporation and, if so, the prices, terms, and conditions of such redemption, including the dates upon or after which such shares shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;
(e) the obligation, if any, of the Corporation to maintain a sinking fund for the purchase or redemption of shares of such series and the terms and provisions relating to any such sinking fund;
(f) whether the shares of such series shall be convertible into, or exchangeable for, at the option of the holder or the Corporation or upon the happening of a specified event, shares of any other class or classes or any other series of capital stock of the Corporation, and, if so, the price or prices or the rate or rates of conversion or exchange and the method, if any, of adjusting the same, and any other terms and conditions of such conversion or exchange;
(g) the rights of the shares of such series in the event of any voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation, and the relative rights of priority, if any, of payment of shares of such series;
(h) any other powers, preferences, and relative, participating, optional, and other special rights, and the qualifications, limitations, and restrictions thereof; and
(i) any other terms not inconsistent with the provisions of this Amended and Restated Certificate or applicable law.
The total number of shares of Preferred Stock authorized to be issued by the Corporation is ten million (10,000,000) shares, par value $0.0001 per share. As of the effectiveness of this Amended and Restated Certificate, no shares of Preferred Stock shall be outstanding, all previously outstanding shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock having been converted into shares of Class A Common Stock in accordance with Section 4.1 above.
ARTICLE V
BOARD OF DIRECTORS
Section 5.1 — Number of Directors.
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the total number of directors constituting the entire Board of Directors shall be fixed exclusively by resolution adopted by a majority of the entire Board of Directors. The initial number of directors of the Corporation shall be seven (7).
Section 5.2 — Classified Board.
The Board of Directors shall be divided into three (3) classes, designated as Class I, Class II, and Class III, as nearly equal in number as reasonably possible. The Board of Directors is authorized to assign members of the Board of Directors already in office to their respective classes at the time this Amended and Restated Certificate becomes effective. The initial assignment of directors to each class shall be made by the Board of Directors.
(a) The initial term of office of the Class I directors shall expire at the first annual meeting of stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate, and such Class I directors shall be eligible for re-election at such meeting for a full term of three (3) years.
(b) The initial term of office of the Class II directors shall expire at the second annual meeting of stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate, and such Class II directors shall be eligible for re-election at such meeting for a full term of three (3) years.
(c) The initial term of office of the Class III directors shall expire at the third annual meeting of stockholders of the Corporation following the effectiveness of this Amended and Restated Certificate, and such Class III directors shall be eligible for re-election at such meeting for a full term of three (3) years.
At each succeeding annual meeting of stockholders beginning with the first annual meeting of stockholders following the effectiveness of this Amended and Restated Certificate, the successors to the class of directors whose terms expire at that meeting shall be elected to hold office for a term expiring at the third annual meeting of stockholders following the meeting at which such successors are elected and until their respective successors have been duly elected and qualified. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible.
Section 5.3 — Removal.
Subject to the rights of the holders of any series of Preferred Stock, any director may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class. For purposes of this Section 5.3, "cause" shall mean (i) a conviction of, or plea of nolo contendere to, a felony, (ii) a judicial finding of willful misconduct or gross negligence in the performance of such director's duties to the Corporation, or (iii) a judicial determination that such director breached his or her duty of loyalty to the Corporation or its stockholders.
Section 5.4 — Vacancies.
Subject to the rights of the holders of any series of Preferred Stock, any newly created directorship resulting from an increase in the authorized number of directors or any vacancy on the Board of Directors resulting from death, resignation, retirement, disqualification, removal, or any other cause shall be filled solely by a majority vote of the directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by the stockholders. A director elected to fill a vacancy or newly created directorship shall hold office for the remainder of the full term of the class of directors in which such vacancy occurred or such new directorship was created, and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, retirement, disqualification, or removal.
Section 5.5 — Written Ballot Not Required.
Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.
ARTICLE VI
LIMITATION OF DIRECTOR LIABILITY; EXCULPATION
Section 6.1 — Exculpation.
To the fullest extent permitted by the DGCL, as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the Corporation or to any of its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the effect of the preceding sentence, except to the extent that Section 102(b)(7) of the DGCL (or any successor provision thereto) is hereafter amended to further eliminate or limit the personal liability of directors, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that nothing contained herein shall eliminate or limit the liability of a director:
(i) for any breach of the director's duty of loyalty to the Corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
(iii) under Section 174 of the DGCL (relating to unlawful payment of dividends, unlawful stock purchases, or unlawful redemptions); or
(iv) for any transaction from which the director derived an improper personal benefit.
Section 6.2 — Effect of Amendment.
If the DGCL is amended after the filing of this Amended and Restated Certificate to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended, without the need for any further amendment to this Amended and Restated Certificate. Any repeal or modification of this Article VI by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.
ARTICLE VII
INDEMNIFICATION
Section 7.1 — Right to Indemnification.
The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an "Indemnified Person") who was or is made or is threatened to be made a party to, or is otherwise involved in, any action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (each, a "Proceeding"), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a director or officer of the Corporation or, while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, member, trustee, or agent of another corporation, partnership, joint venture, trust, enterprise, nonprofit entity, or other entity, including service with respect to any employee benefit plan, against all expenses (including attorneys' fees and disbursements), judgments, fines (including ERISA excise taxes and penalties), and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such Proceeding. The Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) initiated by such Indemnified Person only if the initiation of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Board of Directors.
Section 7.2 — Advancement of Expenses.
The Corporation shall pay the expenses (including attorneys' fees and disbursements) incurred by an Indemnified Person in defending or otherwise participating in any Proceeding in advance of the final disposition of such Proceeding; provided, however, that such payment of expenses in advance of the final disposition of such Proceeding shall be made only upon receipt of an undertaking by or on behalf of such Indemnified Person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnified Person is not entitled to be indemnified for such expenses under this Article VII or otherwise. The rights conferred upon any Indemnified Person by this Section 7.2 shall be deemed a contract right, and the Corporation shall not be entitled to revoke any such right with respect to any Proceeding commenced prior to such revocation. Notwithstanding the foregoing, the Corporation shall not be required to advance expenses to an Indemnified Person in connection with a Proceeding (or part thereof) initiated by such Indemnified Person unless the initiation of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Board of Directors.
Section 7.3 — Employees and Agents.
The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to advancement of expenses similar to those conferred in this Article VII to employees and agents of the Corporation with respect to actions taken by such employees or agents in their capacity as such.
Section 7.4 — Non-Exclusivity.
The rights to indemnification and advancement of expenses conferred by this Article VII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, any provision of this Amended and Restated Certificate, the Bylaws of the Corporation, any agreement (including any indemnification agreement between the Corporation and any of its directors or officers), any vote of stockholders or disinterested directors, or otherwise. The Corporation is specifically authorized to enter into individual contracts with any or all of its directors, officers, employees, or agents respecting indemnification and advancement of expenses, to the fullest extent not prohibited by the DGCL or other applicable law.
Section 7.5 — Insurance.
The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, member, trustee, or agent of another corporation, partnership, joint venture, trust, enterprise, nonprofit entity, or other entity, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VII or under the DGCL. The Board of Directors may authorize the Corporation to secure such insurance coverage as it deems appropriate and on such terms and conditions as the Board of Directors may deem appropriate.
Section 7.6 — Survival.
The rights to indemnification and advancement of expenses conferred by this Article VII shall continue as to any person who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, administrators, and personal representatives of such person. Any amendment, alteration, or repeal of this Article VII that adversely affects any right of an Indemnified Person or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any Proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment, alteration, or repeal.
ARTICLE VIII
AMENDMENT OF CERTIFICATE OF INCORPORATION
The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate, in the manner now or hereafter prescribed by the DGCL, and all rights and powers conferred upon stockholders, directors, and officers herein are granted subject to this reservation.
Notwithstanding the foregoing or any other provision of this Amended and Restated Certificate, and notwithstanding the fact that a lesser percentage may be specified by law, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal, or to adopt any provision inconsistent with, any of the following Articles of this Amended and Restated Certificate: Article V (Board of Directors), Article VI (Limitation of Director Liability; Exculpation), Article VII (Indemnification), this Article VIII (Amendment of Certificate of Incorporation), Article IX (Amendment of Bylaws), Article X (Forum Selection), or Article XI (Corporate Opportunities).
In addition to any vote required by the foregoing paragraph or by applicable law, any amendment to, or waiver of, any provision of this Amended and Restated Certificate that would adversely affect the rights, powers, or preferences of the holders of Class B Common Stock relative to the rights, powers, or preferences of the holders of Class A Common Stock shall require the prior affirmative vote of the holders of at least two-thirds (⅔) of the outstanding shares of Class B Common Stock, voting as a separate class, in addition to any other vote required by law or by this Amended and Restated Certificate.
ARTICLE IX
AMENDMENT OF BYLAWS
In furtherance and not in limitation of the powers conferred upon it by the DGCL, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the entire Board of Directors. The Bylaws may also be adopted, amended, altered, or repealed by the stockholders of the Corporation; provided, however, that in addition to any vote of the Board of Directors required by law or by this Amended and Restated Certificate, the affirmative vote of the holders of at least sixty-six and two-thirds percent (66⅔%) of the voting power of all then-outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend, alter, or repeal any provision of the Bylaws of the Corporation.
ARTICLE X
FORUM SELECTION
Section 10.1 — Delaware Forum Provision.
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 does not have jurisdiction, another state court located within the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for:
(i) any derivative action or proceeding brought on behalf of the Corporation;
(ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, or other employee of the Corporation to the Corporation or to any of its stockholders;
(iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Amended and Restated Certificate, or the Bylaws of the Corporation (as each may be amended from time to time);
(iv) any action to interpret, apply, enforce, or determine the validity of this Amended and Restated Certificate or the Bylaws of the Corporation (including any right, obligation, or remedy thereunder); or
(v) any action asserting a claim governed by the internal affairs doctrine.
This Section 10.1 shall not apply to suits brought to enforce any liability or duty created by the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or the rules and regulations promulgated thereunder, or any other claim for which the federal courts of the United States of America have exclusive jurisdiction.
Section 10.2 — Federal Forum Provision.
Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the "Securities Act"), or the rules and regulations promulgated thereunder. For the avoidance of doubt, this Section 10.2 is intended to benefit and may be enforced by the Corporation, its officers and directors, the underwriters of any offering giving rise to such complaint, and any other professional or entity whose consent is required under the Securities Act. This Section 10.2 shall not apply to claims arising under the Exchange Act or the rules and regulations promulgated thereunder.
Section 10.3 — Consent to Personal 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 to have consented to the provisions of this Article X. If any action the subject matter of which is within the scope of Section 10.1 or Section 10.2 above is filed in a court other than a court located within the State of Delaware (or, in the case of Section 10.2, a federal district court of the United States of America) (each, a "Foreign Action"), such person or entity shall be deemed to have consented to (i) the personal jurisdiction of the state and federal courts located within the State of Delaware in connection with any action brought in any such court to enforce Section 10.1 or Section 10.2 above, and (ii) having service of process made upon such person or entity in any such action by service upon such person's or entity's counsel in the Foreign Action as agent for such person or entity.
ARTICLE XI
CORPORATE OPPORTUNITIES
To the fullest extent permitted by Section 122(17) of the DGCL, the Corporation hereby renounces any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for both the Corporation and any of its directors or officers who are also partners, members, directors, officers, employees, or agents of any of the following entities (collectively, the "Exempt Persons"):
(a) Velthryn Venture Partners Fund IV, L.P. (or any of its affiliates, including any successor fund or parallel fund);
(b) Arclight Equity Group Fund VII, L.P. (or any of its affiliates, including any successor fund or parallel fund); or
(c) Ridgeline Capital Partners Fund II, L.P. (or any of its affiliates, including any successor fund or parallel fund).
No Exempt Person or any director or officer of the Corporation who is also a partner, member, director, officer, employee, or agent of any Exempt Person shall be liable to the Corporation or to any of its stockholders for breach of any fiduciary duty or other duty by reason of the fact that any such person pursued or acquired any such corporate opportunity, directed any such corporate opportunity to another person or entity (including any Exempt Person), or failed to present any such corporate opportunity, or information regarding any such corporate opportunity, to the Corporation.
Notwithstanding the foregoing, the provisions of this Article XI shall not apply to any business opportunity that is expressly offered to a director or officer of the Corporation solely in his or her capacity as a director or officer of the Corporation, and not in his or her capacity as a partner, member, director, officer, employee, or agent of any Exempt Person. For the avoidance of doubt, nothing in this Article XI shall limit or affect the obligations of any director or officer of the Corporation with respect to any business opportunity that is expressly offered to such director or officer solely in his or her capacity as a director or officer of the Corporation.
Any person or entity purchasing or otherwise acquiring or holding any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article XI.
ARTICLE XII
STOCKHOLDER ACTION
Section 12.1 — No Stockholder Action by Written Consent.
Subject to the rights of the holders of any series of Preferred Stock with respect to such series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of the stockholders of the Corporation and may not be effected by written consent in lieu of a meeting by such stockholders. Notwithstanding the foregoing, any action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a class or series or together with one or more other such series, as the case may be, may be taken without a meeting, without prior notice, and without a vote, to the extent expressly so provided by the applicable certificate of designation for such series of Preferred Stock.
Section 12.2 — Special Meetings.
Subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation may be called only by:
(i) the Board of Directors pursuant to a resolution adopted by a majority of the entire Board of Directors;
(ii) the Chairperson of the Board of Directors; or
(iii) the Chief Executive Officer of the Corporation.
The stockholders of the Corporation shall not have the right to call a special meeting of stockholders. Only such business as shall have been stated in the notice of any special meeting of stockholders shall be conducted at such meeting. The Board of Directors may postpone, reschedule, or cancel any previously scheduled special meeting of stockholders.
ARTICLE XIII
SECTION 203 OF THE DGCL
The Corporation shall be governed by Section 203 of the DGCL, which generally restricts certain business combinations with "interested stockholders" (as defined therein) for a period of three (3) years following the time that such stockholder becomes an interested stockholder, subject to certain exceptions as set forth therein. Neither the approval of this Amended and Restated Certificate nor any transaction contemplated hereby shall cause any stockholder of the Corporation to be deemed an "interested stockholder" within the meaning of Section 203 of the DGCL.
ARTICLE XIV
SEVERABILITY
If any provision or provisions of this Amended and Restated Certificate shall be held to be invalid, illegal, or unenforceable as applied to any person, entity, or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, (a) the validity, legality, and enforceability of such provision or provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate (including, without limitation, each portion of any paragraph of this Amended and Restated Certificate containing any such provision held to be invalid, illegal, or unenforceable that is not itself held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of this Amended and Restated Certificate (including, without limitation, each such portion of any paragraph of this Amended and Restated Certificate containing any such provision held to be invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable.
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[Remainder of Page Intentionally Left Blank; Signature Page Follows]
IN WITNESS WHEREOF, Lumos Analytics Inc. has caused this Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer on the date set forth below.
LUMOS ANALYTICS INC.
By: ________
Name: Priya Subramanian
Title: Chief Executive Officer
Date: ____, 2022
This Amended and Restated Certificate of Incorporation is to be filed with the Secretary of State of the State of Delaware upon the closing of the Corporation's initial public offering. This document is in draft form and is subject to revision prior to filing.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

LUMOS ANALYTICS INC.

ARTICLE I

ARTICLE II

REGISTERED OFFICE AND REGISTERED AGENT

ARTICLE III

PURPOSE

ARTICLE IV

AUTHORIZED CAPITAL STOCK

ARTICLE V

BOARD OF DIRECTORS

ARTICLE VI

ARTICLE VII

INDEMNIFICATION

ARTICLE VIII

AMENDMENT OF CERTIFICATE OF INCORPORATION

ARTICLE IX

AMENDMENT OF BYLAWS

ARTICLE X

FORUM SELECTION

ARTICLE XI

CORPORATE OPPORTUNITIES

ARTICLE XII

STOCKHOLDER ACTION

ARTICLE XIII

SECTION 203 OF THE DGCL

ARTICLE XIV

SEVERABILITY

LUMOS ANALYTICS INC.

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Parties

Dates

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