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Contract analysis / closing-confirmation-letter.docx
closing-confirmation-letter.docx
1008-00010 · 22 clauses
High · 3 Medium · 2 Standard · 3
1. Confirmation of Closing
1. Confirmation of Closing We are pleased to confirm that the closing of the Channel Reseller Program Agreement (the "Agreement") by and between Lumos Analytics Inc., a Delaware corporation ("Lumos"), and Meridian Data Solutions GmbH, a company organized under the laws of the Federal Republic of Germany ("Meridian"), occurred on March 22, 2024 (the "Closing" or the "Closing Date"). Based on our review of the transact
2. Summary of Executed Documents
2. Summary of Executed Documents Set forth below is a complete enumeration of all agreements, exhibits, certificates, and other deliverables that were executed and delivered in connection with the Closing. Fully executed originals and/or copies of each of these documents have been compiled in the closing binder referenced in Section 5 below.
1. Channel Reseller Program Agreement, dated March 22, 2024, by and between Lumos Analyti
1. Channel Reseller Program Agreement, dated March 22, 2024, by and between Lumos Analytics Inc. and Meridian Data Solutions GmbH, executed by Priya Raghavan, Chief Executive Officer of Lumos, and Florian Eckstein, Geschäftsführer (Managing Director) of Meridian.
2. Exhibit A — Licensed Products & Pricing Schedule, setting forth the licensed products Standard
⚑ Commercial term
2. Exhibit A — Licensed Products & Pricing Schedule, setting forth the licensed products included in the Lumos Prism™ platform offering and the applicable pricing structure, including the thirty percent (30%) reseller discount off Lumos's published EMEA list prices.
3. Exhibit B — EMEA Territory & Sub-Distributor Authorization, delineating the geographic
3. Exhibit B — EMEA Territory & Sub-Distributor Authorization, delineating the geographic scope of Meridian's reseller rights across the EMEA territory and the framework for sub-distributor appointments.
4. Exhibit C — Data Processing Agreement (DPA), incorporating the GDPR Standard Contractu
4. Exhibit C — Data Processing Agreement (DPA), incorporating the GDPR Standard Contractual Clauses (European Commission Implementing Decision (EU) 2021/914, Module Two — Controller-to-Processor), governing the processing of personal data in connection with the Agreement.
5. Exhibit D — Trademark License & Brand Guidelines, granting Meridian a limited, non-exc High
⚑ Non-compete / exclusivity restraint
5. Exhibit D — Trademark License & Brand Guidelines, granting Meridian a limited, non-exclusive, non-transferable license to use Lumos's trademarks, service marks, and brand assets in connection with the resale of licensed products, subject to the brand guidelines and quality control standards set forth therein.
6. Exhibit E — Service Level Agreement (SLA), specifying the performance standards for th
6. Exhibit E — Service Level Agreement (SLA), specifying the performance standards for the Lumos Prism™ platform, including a 99.95% uptime commitment, hosted by Stratos Cloud Services AG at its Frankfurt, Germany data center, together with the applicable service credit mechanisms for any failure to meet the stated service levels.
7. Exhibit F — Minimum Annual Commitment Schedule, setting forth the annual minimum purch
7. Exhibit F — Minimum Annual Commitment Schedule, setting forth the annual minimum purchase commitments applicable to Meridian over each year of the initial term, as further described in Section 3 of this letter.
8. Escrow Agreement, dated March 22, 2024, among Lumos Analytics Inc., Meridian Data Solu Standard
⚑ Commercial term
8. Escrow Agreement, dated March 22, 2024, among Lumos Analytics Inc., Meridian Data Solutions GmbH, and Evergreen Trust Company, N.A., as escrow agent (escrow officer: Maria Gutierrez), establishing the escrow account and related procedures for the deposit, maintenance, and release of the quarterly holdback amounts described in the Agreement.
9. Sub-Distributor Consent Letter — Meridian Data Solutions UK Ltd, a company incorporate
9. Sub-Distributor Consent Letter — Meridian Data Solutions UK Ltd, a company incorporated in England and Wales (Companies House Registration No. 12847391), authorizing Meridian Data Solutions UK Ltd to act as a sub-distributor for the resale of Lumos licensed products within the United Kingdom and the Republic of Ireland.
10. Sub-Distributor Consent Letter — Meridian Data Solutions SARL, a société à responsabi
10. Sub-Distributor Consent Letter — Meridian Data Solutions SARL, a société à responsabilité limitée organized under the laws of France (SIREN 912 483 057), authorizing Meridian Data Solutions SARL to act as a sub-distributor for the resale of Lumos licensed products within France, Belgium, Luxembourg, and French-speaking Switzerland.
11. Officer's Certificate — Lumos Analytics Inc., executed by Priya Raghavan, Chief Execu
11. Officer's Certificate — Lumos Analytics Inc., executed by Priya Raghavan, Chief Executive Officer, and Marcus Ellenberg, Chief Financial Officer, certifying the accuracy of Lumos's representations and warranties and satisfaction of Lumos's conditions precedent to closing.
12. Secretary's Certificate — Lumos Analytics Inc., certifying true and correct copies of
12. Secretary's Certificate — Lumos Analytics Inc., certifying true and correct copies of the Board Resolution authorizing the execution and delivery of the Agreement and related transaction documents, together with an incumbency certificate confirming the authority of the signing officers.
13. Officer's Certificate — Meridian Data Solutions GmbH, executed by Florian Eckstein, G
13. Officer's Certificate — Meridian Data Solutions GmbH, executed by Florian Eckstein, Geschäftsführer, certifying the accuracy of Meridian's representations and warranties and satisfaction of Meridian's conditions precedent to closing, with attached evidence of insurance coverage from Rheinland Versicherung AG (Policy No. RV-2024-1148703), meeting the minimum coverage requirements set forth in Section 11.4 of the A
14. Bring-Down Certificate — Representations & Warranties, executed by authorized officer
14. Bring-Down Certificate — Representations & Warranties, executed by authorized officers of both Lumos and Meridian, confirming that all representations and warranties made by each party in the Agreement remain true and correct in all material respects as of the Closing Date, without giving effect to any materiality or material adverse effect qualifications contained therein. All of the foregoing documents have bee
3. Key Commercial Terms Recap High
⚑ Non-compete / exclusivity restraint
3. Key Commercial Terms Recap For ease of reference, we set forth below a summary of the principal commercial terms of the Agreement. This summary is provided for convenience only and is qualified in its entirety by reference to the full text of the Agreement and the applicable exhibits. In the event of any inconsistency between this summary and the terms of the Agreement, the Agreement shall govern. Total Contract V
4. Upcoming Dates and Action Items Medium
⚑ Notice / time limit to track
4. Upcoming Dates and Action Items We wish to draw your attention to the following important dates and action items arising from the Agreement. We strongly recommend that Lumos calendar each of the dates set forth below and implement appropriate internal tracking and reminder systems to ensure timely compliance. First Quarterly MAC Payment — June 15, 2024. Meridian's first quarterly payment in the amount of One Milli
5. Closing Binder High
⚑ Indemnity / guarantee obligation
5. Closing Binder Calderwood & Harkness has compiled a comprehensive closing binder containing originals and/or fully executed copies of all transaction documents enumerated in Section 2 above. The closing binder is organized by tabbed sections corresponding to the document index enclosed with this letter. The physical closing binder will be delivered to Lumos's offices at 4700 Sandhill Road, Suite 300, Palo Alto, Ca
6. Advisor Acknowledgments Standard
⚑ Commercial term
6. Advisor Acknowledgments We wish to confirm the following with respect to the other professional advisors involved in this transaction: Meridian's Outside Counsel. Kessler Hartmann Rechtsanwälte PartG mbB (Dr. Stefan Kessler and Laura Pfeiffer), acting as outside counsel to Meridian in connection with this transaction, has confirmed receipt of fully executed counterpart originals of all transaction documents listed
7. Ongoing Assistance Medium
⚑ Forum / governing law
7. Ongoing Assistance While Matter No. 1008-00010 is now marked as closed and completed in our records, Calderwood & Harkness remains fully available to assist Lumos with any post-closing matters that may arise in connection with the Agreement. By way of example, and without limitation, we are prepared to assist with: • Interpretation and construction of the Agreement or any of the ancillary documents; • Ongoing comp
8. Engagement Team
8. Engagement Team The Calderwood & Harkness engagement team for this matter consisted of the following attorneys: • Howard Bellamy, Partner (Responsible Partner) • Douglas Fairchild, Partner (Billing Partner) • Leila Nazari, Associate (Lead Associate) • Robert Jansen, Associate (Working Associate) On behalf of the entire engagement team, I would like to express our sincere appreciation for the opportunity to represe