Contract analysis

Section 1: Grant of Consent Lumos Analytics Inc. hereby grants its prior written consent, pursuant to Section 4.3 of the Agreement and the procedures established in Exhibit B (EMEA Territory & Sub-Distributor Authorization) to the Agreement, for Meridian Data Solutions GmbH to appoint and authorize Meridian Data Solutions SARL as a sub-distributor under the Agreement (in such capacity, the "Sub-Distributor"), subject

Section 2: Authorized Territory 2.1 The sub-distribution rights granted to Meridian Data Solutions SARL pursuant to this Consent Letter are limited exclusively to the following territories within the EMEA Territory (collectively, the "Authorized Sub-Territory"): (a) The Republic of France (including metropolitan France and the overseas departments and regions (départements et régions d'outre-mer), but excluding the o

Section 3: Conditions of Consent This consent is expressly conditioned upon the ongoing satisfaction of each of the following conditions. Failure to satisfy any of these conditions shall constitute a material breach and may result in the revocation of this consent in accordance with Section 5 below. 3.1 Compliance with the Agreement Meridian Data Solutions SARL shall comply with all terms, conditions, obligations, re

Section 4: No Modification of Agreement 4.1 This Consent Letter does not constitute, and shall not be construed as, a modification, amendment, supplement, waiver, or novation of any term, condition, provision, or obligation of the Agreement, except as expressly and specifically set forth herein. All terms and conditions of the Agreement shall remain in full force and effect, and the rights and obligations of the part

Section 5: Revocation 5.1 Lumos reserves the right to revoke this consent, in whole or in part, upon thirty (30) days' prior written notice to Meridian, if any of the following events occur: (a) Meridian Data Solutions SARL materially breaches any condition set forth in this Consent Letter or any term or condition of the Agreement, and such breach remains uncured at the expiration of the thirty (30) day notice period

Section 6: Governing Law and Dispute Resolution 6.1 This Consent Letter, and all matters arising out of or relating to this Consent Letter, including without limitation its interpretation, validity, performance, breach, and enforcement, shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice-of-law or conflict-of-law principles that would require

Section 7: Effective Date This Consent Letter is effective as of March 22, 2024 (the "Effective Date"), which corresponds to the signing and closing date of the Agreement, and shall remain in full force and effect for the duration of the Agreement, including the initial term commencing on April 1, 2024 and expiring on March 31, 2029, and any renewal or extension periods, unless this consent is earlier revoked in acco