Contract analysis

Section 1. Authority and Capacity The undersigned, Florian Eckstein, hereby certifies as follows with respect to his authority and capacity to execute and deliver this Certificate and the other Transaction Documents on behalf of the Company: 1.1 The undersigned is the duly appointed Geschäftsführer (Managing Director) of Meridian Data Solutions GmbH, having been appointed to such position by resolution of the Gesells

Section 2. Satisfaction of Conditions Precedent The undersigned hereby certifies that all conditions precedent to the obligations of Meridian under the Agreement that are required to be satisfied on or prior to the Closing Date (March 22, 2024) have been duly and fully satisfied or, where applicable, waived in writing by Lumos in accordance with the terms of the Agreement. Without limiting the generality of the foreg

Section 3. Representations and Warranties The undersigned hereby certifies that each of the representations and warranties of Meridian set forth in Article V of the Agreement is true, correct, and complete in all material respects as of the date of the Agreement and as of the Closing Date (March 22, 2024), with the same force and effect as though such representations and warranties had been made on and as of the Clos

Section 4. No Material Adverse Change The undersigned hereby certifies that, since the date of execution of the Agreement, no Material Adverse Change (as defined in Section 1.01 of the Agreement) has occurred with respect to the business, operations, financial condition, assets, liabilities, results of operations, or prospects of Meridian Data Solutions GmbH that would reasonably be expected to impair, hinder, or pre

Section 5. Evidence of Insurance Coverage The undersigned hereby certifies that Meridian Data Solutions GmbH maintains insurance coverage meeting or exceeding all requirements set forth in Section 11.03 of the Agreement, as follows: (a) Commercial General Liability Insurance. Meridian maintains commercial general liability insurance (allgemeine Betriebshaftpflichtversicherung) providing coverage of not less than €5,0

Section 6. Sub-Distributors The undersigned hereby certifies, with respect to the pre-approved sub-distributors identified in Exhibit B to the Agreement, as follows: (a) Meridian Data Solutions UK Ltd. Meridian Data Solutions UK Ltd is a private limited company duly incorporated and validly existing under the laws of England and Wales, registered with Companies House under company number 12847391, with its registered

Section 7. No Litigation or Proceedings The undersigned hereby certifies that, as of the date hereof, there are no actions, suits, claims, proceedings, arbitrations, investigations, inquiries, or governmental or regulatory proceedings of any nature (whether civil, criminal, administrative, regulatory, or otherwise) pending or, to the knowledge of the undersigned after due inquiry, threatened in writing against or aff

Section 8. Compliance with Agreement Obligations The undersigned hereby certifies that Meridian has duly performed and complied with all covenants, agreements, obligations, conditions, and undertakings required to be performed or complied with by Meridian on or before the Closing Date pursuant to the terms and provisions of the Agreement and the other Transaction Documents. The undersigned further certifies that Meri

Section 9. Reliance This Certificate is delivered with the express understanding and intention that Lumos Analytics Inc. and its counsel, Calderwood & Harkness LLP, will rely upon the certifications, representations, warranties, and statements contained herein in connection with the closing of the transactions contemplated by the Agreement and in determining that the conditions precedent to the obligations of Lumos u