Contract analysis

Section 1: Definitions Specific to This Exhibit For purposes of this Exhibit B, the following defined terms shall have the meanings set forth below: "EMEA Territory" means the geographic territory defined in Section 2 of this Exhibit B, encompassing designated countries and regions within Europe, the Middle East, and Africa, subject to the exclusions and restrictions set forth in Section 2.2. "Sub-Distributor" means

Section 2: EMEA Territory Definition 2.1 Scope of Territory The EMEA Territory encompasses all countries, sovereign states, and internationally recognized territories within the following three geographic regions: (a) Europe. All countries located on or substantially associated with the European continent, including but not limited to: (i) All current member states of the European Union (as constituted on the Effecti

Section 3: Reseller's Rights and Obligations Within the EMEA Territory 3.1 Authorized Activities Subject to the terms and conditions of the Agreement and this Exhibit B, Meridian is authorized to engage in the following activities within the EMEA Territory during the Term: (a) Marketing and Promotion. Market and promote the Licensed Products (Lumos Prism™) to prospective end users, including through digital marketing

Section 4: Pre-Approved Sub-Distributors As of the Effective Date, Lumos has completed its review and due diligence with respect to the following entities and hereby grants its consent to the appointment of each as a Sub-Distributor on the terms set forth below. Each Pre-Approved Sub-Distributor's authorization is subject to the continuing obligations set forth in this Exhibit B and the Agreement, including without l

Section 5: Conditions for Appointment of Additional Sub-Distributors 5.1 Prior Written Consent Requirement Other than the Pre-Approved Sub-Distributors identified in Section 4 of this Exhibit B, Meridian shall not appoint, authorize, or permit any entity to act as a Sub-Distributor for the Licensed Products within the EMEA Territory (or any portion thereof) without first obtaining Lumos's prior written consent. Such

Section 6: Required Flow-Down Terms for Sub-Distribution Agreements 6.1 Mandatory Provisions Each Sub-Distribution Agreement entered into between Meridian and a Sub-Distributor (whether a Pre-Approved Sub-Distributor or an additional Sub-Distributor approved pursuant to Section 5) must contain provisions that are at least as protective of Lumos's interests, rights, and intellectual property as the corresponding provi

Section 7: Meridian's Continuing Liability 7.1 Primary Liability Meridian shall remain primarily and fully liable to Lumos for the complete and timely performance of all obligations arising under or in connection with the Agreement, including without limitation all financial obligations (including the Minimum Annual Commitments as set forth in Exhibit F, all payment obligations, and all escrow holdback amounts), all

Section 8: Revocation and Termination of Sub-Distributor Authorizations 8.1 Revocation by Lumos Lumos may revoke its consent to any Sub-Distributor (including any Pre-Approved Sub-Distributor listed in Section 4) upon thirty (30) days' prior written notice to Meridian if any of the following circumstances exist or arise: (a) Material Breach. The Sub-Distributor materially breaches any flow-down term, obligation, or r

Section 9: Reporting Obligations 9.1 Sub-Distributor Activity Reports Meridian shall provide Lumos with comprehensive quarterly reports detailing the resale activity of each Sub-Distributor during the preceding calendar quarter. Each quarterly report shall include, at a minimum, the following information: (a) Subscription Volume and Value. The total number and aggregate value (in euros) of Licensed Product subscripti

Section 10: Governing Law and Dispute Resolution This Exhibit B shall be governed by, and construed and enforced in accordance with, the laws of the State of California, United States of America, without regard to its conflict of laws principles or rules that would direct the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this Exhibit B, or the brea