Contract analysis

1. Indemnification Cap (Section 11) Lumos's position is that the aggregate indemnification liability cap of $15,000,000 — representing fifty percent (50%) of the Total Contract Value of $30,000,000 over the five-year initial term — is appropriate and market-standard for a transaction of this size and nature. We have reviewed comparable channel reseller arrangements in the enterprise software sector and believe this c

2. Non-Exclusivity (Section 2.2) Lumos has declined Meridian's request for exclusive reseller rights in the EMEA Territory. The Agreement remains structured as a non-exclusive arrangement, under which Lumos retains the unfettered right to appoint additional resellers, distributors, or channel partners in the EMEA Territory and to sell directly to end users within the EMEA Territory through its own sales organization.

3. Minimum Annual Commitment (MAC) Schedule (Section 4.1 and Exhibit A) Lumos has maintained the Minimum Annual Commitment schedule as proposed in the initial draft, which is summarized in the table below: Meridian's markup requested a reduced Year 1 commitment and a flatter ramp trajectory across the initial term. Lumos has considered this request carefully but respectfully declines. The Year 1 commitment of $4,500,

4. Data Localization Requirements (Sections 7.3–7.5 and Exhibit C) Lumos has accepted Meridian's request for a contractual commitment to maintain EMEA customer data on EU-based cloud infrastructure. This was a point of particular importance to Meridian, and Lumos has worked with its infrastructure team to ensure that the revised draft addresses Meridian's concerns in a manner that is both operationally feasible and l

5. Resale Price Maintenance — Clarification (Section 4.4) To address a concern raised in Meridian's markup regarding the potential for the pricing structure to be construed as resale price maintenance, the revised draft now includes express language confirming that Meridian is free to set its own resale prices to end users at its sole discretion. Lumos may provide recommended resale prices as non-binding guidance onl

6. Sub-Distribution Rights (Section 2.4) The revised draft maintains the requirement that Meridian obtain Lumos's prior written consent before appointing any sub-distributors or sub-resellers, such consent not to be unreasonably withheld, conditioned, or delayed. This consent requirement is important to Lumos's ability to maintain quality control, brand integrity, and compliance oversight across the channel. The foll

7. Term and Termination (Section 12) The five-year initial term commencing April 1, 2024 and expiring March 31, 2029, with automatic successive one-year renewal periods, remains as drafted. The key termination provisions are summarized below: (a) Non-Renewal. Either party may elect not to renew the Agreement by providing written notice of non-renewal no fewer than ninety (90) days prior to the expiration of the then-

8. Anti-Corruption, Sanctions, and Export Control (Sections 13 and 14) The compliance representations and covenants regarding the United States Foreign Corrupt Practices Act of 1977 (the "FCPA"), the United Kingdom Bribery Act 2010, and applicable local anti-corruption laws in the jurisdictions in which Meridian and its sub-distributors operate are retained in their current form. Meridian's obligation to maintain ade

9. Governing Law and Dispute Resolution (Section 17) The governing law provision, which provides that the Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles, is retained in the revised draft. The dispute resolution mechanism remains binding arbitration administered by JAMS in Los Angeles, California, with the number of

1. Revised Draft — Channel Reseller Program Agreement (Clean), dated March 4, 2024

2. Blackline of Revised Draft Against Initial Draft (February 12, 2024) cc (via email): Daniel Ostroff, VP, Legal & Compliance, Lumos Analytics Inc. (d.ostroff@lumosanalytics.com) Leila Nazari, Associate, Calderwood & Harkness LLP (l.nazari@calderwoodharkness.com) Robert Jansen, Associate, Calderwood & Harkness LLP (r.jansen@calderwoodharkness.com) Laura Pfeiffer, Associate, Kessler Hartmann Rechtsanwälte PartG mbB (