1008-00010 · Lumos Analytics Inc · Closing

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BRING-DOWN CERTIFICATE

Representations and Warranties

March 22, 2024

Delivered pursuant to that certain Channel Reseller Program Agreement dated March 22, 2024 (the "Agreement") by and between

Lumos Analytics Inc. a Delaware C-Corporation ("Licensor")

and

Meridian Data Solutions GmbH a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany ("Reseller")

Calderwood & Harkness LLP Matter No. 1008-00010

RECITALS

WHEREAS, the Licensor and the Reseller have entered into that certain Channel Reseller Program Agreement, dated as of March 22, 2024 (the "Agreement"), pursuant to which the Licensor granted to the Reseller a non-exclusive right to market, promote, and resell subscriptions to the Lumos Prism™ AI-powered financial analytics and risk-modeling Software-as-a-Service platform (the "Licensed Product") within the Europe, Middle East, and Africa territory, as more particularly defined in the Agreement (the "EMEA Territory");

WHEREAS, the Agreement provides that certain conditions precedent must be satisfied on or before the Closing Date (as defined in the Agreement), including, among other things, the delivery by each party of this Bring-Down Certificate confirming the accuracy, truthfulness, and completeness of the representations and warranties of each such party, in each case as of the Closing Date, as a condition to the obligations of the other party to consummate the transactions contemplated thereby;

WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement, unless the context clearly requires otherwise;

WHEREAS, the Closing Date and the Signing Date are each March 22, 2024, and the Effective Date for the commencement of the Reseller's distribution rights under the Agreement is April 1, 2024; and

WHEREAS, each of the Licensor and the Reseller desires to deliver this Bring-Down Certificate in satisfaction of the applicable conditions precedent set forth in the Agreement.

NOW, THEREFORE, each of the undersigned hereby certifies and confirms as follows:

SECTION 1 — CERTIFICATION BY LUMOS ANALYTICS INC.

1.1 Authorization and Identity

The undersigned, Priya Raghavan, is the Chief Executive Officer of Lumos Analytics Inc., a C-Corporation duly organized and existing under the laws of the State of Delaware (the "Licensor"). The Licensor's principal place of business is located at 4700 Sandhill Road, Suite 300, Palo Alto, California 94304, and the Licensor's registered agent for service of process in the State of Delaware is Pacific Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801. The Licensor's Employer Identification Number (EIN) is 84-3291056.

The undersigned hereby represents that she is duly authorized to execute and deliver this Bring-Down Certificate on behalf of the Licensor, and that the execution, delivery, and performance of this Bring-Down Certificate have been duly authorized by all necessary corporate action on the part of the Licensor. No further consent, approval, authorization, or other action by, or notice to or filing with, any person or entity (including any governmental authority) is required in connection with the execution and delivery of this Bring-Down Certificate by the Licensor.

1.2 Bring-Down of Representations and Warranties

The Licensor hereby certifies that each of the representations and warranties made by Lumos Analytics Inc. in the Agreement (including, without limitation, those representations and warranties set forth in Article IV thereof, and in each exhibit, schedule, disclosure letter, and ancillary agreement delivered in connection therewith) is hereby confirmed to be true, correct, and complete in all material respects as of the Closing Date (March 22, 2024), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date, except where any such representation or warranty expressly speaks as of a specific date, in which case such representation or warranty shall be true, correct, and complete in all material respects as of such specific date.

Without limiting the generality of the foregoing, where any representation or warranty contained in the Agreement is qualified by materiality, Material Adverse Effect, or words of similar import, such representation or warranty is true, correct, and complete in all respects (and not merely in all material respects) as of the Closing Date (or, if such representation or warranty speaks as of a specific date, as of such specific date).

The Licensor further confirms that there exists no fact, circumstance, event, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Licensor or its ability to perform its obligations under the Agreement.

1.3 Specific Representations Confirmed

Without limiting the scope of Section 1.2 above, the Licensor specifically confirms the following representations and warranties as of the Closing Date:

(a) Organization and Good Standing. Lumos Analytics Inc. is a C-Corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Licensor is duly qualified to transact business and is in good standing in the State of California and in each other jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Licensor.

(b) Authority. The Licensor has full corporate power and authority to execute, deliver, and perform its obligations under the Agreement and under all ancillary documents executed and delivered in connection therewith, including, without limitation:

(i) the Escrow Agreement with Evergreen Trust Company, N.A. (the "Escrow Agent"), dated as of March 22, 2024;

(ii) the Data Processing Agreement, attached to the Agreement as Exhibit C;

(iii) the Trademark License Agreement, attached to the Agreement as Exhibit D; and

(iv) the Service Level Agreement, attached to the Agreement as Exhibit E.

The execution, delivery, and performance of each of the foregoing documents by the Licensor has been duly authorized by all requisite corporate action on the part of the Licensor, and no further consent, approval, or authorization is required in connection therewith.

(c) No Conflicts. The execution, delivery, and performance by the Licensor of the Agreement and each ancillary document do not and will not: (i) conflict with or violate any provision of the Licensor's certificate of incorporation (as amended and restated), bylaws (as amended and restated), or other organizational documents; (ii) conflict with, result in a breach of, constitute a default under (with or without notice or lapse of time, or both), or give rise to any right of termination, cancellation, acceleration, or other change of any right or obligation under, any material agreement, contract, license, lease, instrument, or other arrangement to which the Licensor is a party or by which the Licensor or any of its properties or assets is bound; or (iii) violate any order, writ, judgment, injunction, decree, statute, rule, or regulation applicable to the Licensor or any of its properties or assets.

(d) intellectual Property. The Licensor is the sole and exclusive owner of, or otherwise has sufficient and legally enforceable rights in and to, the Lumos Prism™ platform (including all software, algorithms, machine-learning models, databases, documentation, user interfaces, APIs, and related technology comprising the Licensed Product) and all associated trademarks, service marks, trade names, domain names, copyrights, patent rights, and trade secrets, in each case to the extent necessary to grant to the Reseller the licenses and rights contemplated by the Agreement. To the knowledge of the Licensor, the Licensed Product does not infringe, misappropriate, or otherwise violate any intellectual property rights of any third party. There is no pending or, to the knowledge of the Licensor, threatened claim, demand, action, or proceeding alleging any such infringement, misappropriation, or violation.

(e) Insurance. The Licensor maintains in full force and effect errors and omissions insurance and cyber liability insurance with Atlas Mutual Insurance Company, under Policy No. AML-TECH-2024-07829, with coverage limits of not less than Ten Million Dollars ($10,000,000) per occurrence and Twenty Million Dollars ($20,000,000) in the aggregate annual limit, as required by the terms of the Agreement. Such policy is in full force and effect as of the date hereof, all premiums due thereon have been paid in full, and no notice of cancellation, non-renewal, or material modification of coverage has been received by the Licensor. The Licensor has provided to the Reseller a certificate of insurance evidencing such coverage.

(f) Compliance with Laws. The Licensor is in compliance in all material respects with all applicable laws, statutes, regulations, rules, orders, judgments, and decrees of any governmental authority having jurisdiction over the Licensor or its business, including, without limitation:

(i) the United States Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), 15 U.S.C. §§ 78dd-1 et seq.;

(ii) the United States Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774, administered by the Bureau of Industry and Security of the U.S. Department of Commerce;

(iii) all applicable sanctions programs administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, including, without limitation, the Specially Designated Nationals and blocked Persons List and the Sectoral Sanctions Identifications List; and

(iv) all other applicable U.S. federal, state, and local laws, and foreign laws, rules, and regulations applicable to the Licensor's business and the transactions contemplated by the Agreement.

Neither the Licensor nor, to the knowledge of the Licensor, any of its directors, officers, employees, agents, or representatives is a Sanctioned Person (as defined in the Agreement) or is the subject of any ongoing investigation by any governmental authority with respect to any violation of any of the foregoing laws or regulations.

(g) Data Protection. The Licensor is in compliance in all material respects with all applicable data protection and privacy laws, regulations, and standards, including, without limitation, the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR") and the United Kingdom General Data Protection Regulation (as defined in the Data Protection Act 2018 and as incorporated into United Kingdom law by the European Union (Withdrawal) Act 2018) (the "UK GDPR"). In furtherance of the foregoing, the Licensor confirms that it will maintain all EMEA customer data within European Union–based cloud infrastructure, specifically at the Frankfurt, Germany data center operated by Stratos Cloud Services AG, in accordance with the terms and conditions set forth in the Data Processing Agreement (Exhibit C to the Agreement) and all applicable data localization requirements.

(h) No Litigation. There is no action, suit, proceeding, claim, arbitration, mediation, investigation, or inquiry pending or, to the knowledge of the Licensor, threatened against or affecting the Licensor before any court, arbitral tribunal, governmental authority, or regulatory body that would, individually or in the aggregate, reasonably be expected to materially impair the Licensor's ability to perform its obligations under the Agreement, or that would challenge the validity or enforceability of the Agreement or any ancillary document, or that would seek to restrain, enjoin, prevent, or delay the consummation of the transactions contemplated thereby.

(i) No Material Adverse Change. Since the date of execution of the Agreement (which date is the same as the Closing Date), no Material Adverse Change has occurred with respect to the Licensor's business, operations, assets, liabilities, financial condition, results of operations, prospects, or ability to perform its obligations under the Agreement. For the avoidance of doubt, and recognizing that the Signing Date and the Closing Date are the same date, the Licensor confirms that, as of the execution of this Bring-Down Certificate, no event, circumstance, development, or condition exists that would constitute or reasonably be expected to result in a Material Adverse Change with respect to the Licensor.

1.4 Additional Confirmation

The Licensor hereby confirms that the resolutions of the Board of Directors of Lumos Analytics Inc. authorizing the execution, delivery, and performance of the Agreement and all ancillary documents, and the consummation of the transactions contemplated thereby, adopted at a duly convened meeting of the Board of Directors (or by unanimous written consent in lieu of a meeting), remain in full force and effect as of the date hereof and have not been amended, modified, supplemented, revoked, or rescinded in any manner. True, correct, and complete copies of such resolutions have been provided to the Reseller and its counsel.

SECTION 2 — CERTIFICATION BY MERIDIAN DATA SOLUTIONS GmbH

2.1 Authorization and Identity

The undersigned, Florian Eckstein, is the Geschäftsführer (Managing Director) of Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung (limited liability company) duly organized and existing under the laws of the Federal Republic of Germany (the "Reseller"). The Reseller's registered office is located at Leopoldstraße 78, 80802 München, Germany. The Reseller is registered in the Commercial Register (Handelsregister) at the Local Court (Amtsgericht) of Munich under registration number HRB 274581. The Reseller's German Tax Identification Number (Steuernummer) is 143/117/60253, and its VAT Identification Number (Umsatzsteuer-Identifikationsnummer) is DE319274105.

The undersigned hereby represents that he is duly authorized to execute and deliver this Bring-Down Certificate on behalf of the Reseller in his capacity as Geschäftsführer, and that the execution, delivery, and performance of this Bring-Down Certificate have been duly authorized by all necessary corporate action on the part of the Reseller, including all requisite approvals of the Geschäftsführer and the shareholders (Gesellschafter) of the Reseller, to the extent required under the Reseller's articles of association (Gesellschaftsvertrag), applicable German corporate law (GmbH-Gesetz), and the terms of the Agreement.

2.2 Bring-Down of Representations and Warranties

The Reseller hereby certifies that each of the representations and warranties made by Meridian Data Solutions GmbH in the Agreement (including, without limitation, those representations and warranties set forth in Article V thereof, and in each exhibit, schedule, disclosure letter, and ancillary agreement delivered in connection therewith) is hereby confirmed to be true, correct, and complete in all material respects as of the Closing Date (March 22, 2024), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date, except where any such representation or warranty expressly speaks as of a specific date, in which case such representation or warranty shall be true, correct, and complete in all material respects as of such specific date.

The Reseller further confirms that there exists no fact, circumstance, event, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Reseller or its ability to perform its obligations under the Agreement.

2.3 Specific Representations Confirmed

Without limiting the scope of Section 2.2 above, the Reseller specifically confirms the following representations and warranties as of the Closing Date:

(a) Organization and Good Standing. Meridian Data Solutions GmbH is a Gesellschaft mit beschränkter Haftung duly organized, validly existing, and in good standing (ordnungsgemäß eingetragen und bestehend) under the laws of the Federal Republic of Germany. The Reseller possesses all necessary governmental licenses, authorizations, consents, and approvals required for the conduct of its business as presently conducted and as contemplated to be conducted under the Agreement, except where the failure to possess such licenses, authorizations, consents, or approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Reseller.

(b) Authority. The Reseller has full corporate power and authority (Vertretungsbefugnis) to execute, deliver, and perform its obligations under the Agreement and under all ancillary documents executed and delivered in connection therewith. The execution, delivery, and performance of each of the foregoing documents by the Reseller has been duly authorized by all requisite corporate action on the part of the Reseller, including, to the extent required, shareholder approval (Gesellschafterbeschluss), and no further consent, approval, or authorization is required in connection therewith.

(c) No Conflicts. The execution, delivery, and performance by the Reseller of the Agreement and each ancillary document do not and will not: (i) conflict with or violate any provision of the Reseller's articles of association (Gesellschaftsvertrag) or other organizational documents; (ii) conflict with, result in a breach of, constitute a default under (with or without notice or lapse of time, or both), or give rise to any right of termination, cancellation, acceleration, or other change of any right or obligation under, any material agreement, contract, license, lease, instrument, or other arrangement to which the Reseller is a party or by which the Reseller or any of its properties or assets is bound; or (iii) violate any order, writ, judgment, injunction, decree, statute, rule, or regulation applicable to the Reseller or any of its properties or assets under German law, European Union law, or any other applicable jurisdiction.

(d) Sub-Distributors. The Reseller has the authority to bind, and has obtained all necessary internal and external approvals for the appointment of, the following pre-approved sub-distributors identified in the Agreement:

(i) Meridian Data Solutions UK Ltd, a company incorporated and registered in England and Wales (Companies House Registration No. 12847391), with its registered office at 14 Fenchurch Place, London EC3M 5AJ, United Kingdom; Director: Katarina Voss. Meridian Data Solutions UK Ltd is authorized to resell the Licensed Product in the United Kingdom and Ireland territory, subject to and in accordance with the terms of the sub-distribution agreement entered into between the Reseller and Meridian Data Solutions UK Ltd, which sub-distribution agreement contains provisions consistent with and no less protective than those set forth in the Agreement.

(ii) Meridian Data Solutions SARL, a société à responsabilité limitée organized under the laws of the French Republic (SIREN No. 912 483 057), with its registered office at 27 Rue de la Boétie, 75008 Paris, France; Gérant: Jean-Philippe Moreau. Meridian Data Solutions SARL is authorized to resell the Licensed Product in France, Belgium, Luxembourg, and French-speaking Switzerland, subject to and in accordance with the terms of the sub-distribution agreement entered into between the Reseller and Meridian Data Solutions SARL, which sub-distribution agreement contains provisions consistent with and no less protective than those set forth in the Agreement.

The Reseller confirms that each sub-distributor has been made aware of, and has agreed to be bound by, the applicable terms of the Agreement, including, without limitation, the intellectual property restrictions, data protection obligations, export control and sanctions compliance requirements, and territorial limitations set forth therein.

(e) Insurance. The Reseller maintains in full force and effect insurance coverage meeting the requirements of the Agreement, as follows:

(i) Commercial general liability insurance with coverage limits of not less than Five Million Euros (€5,000,000) per occurrence;

(ii) Professional indemnity insurance with coverage limits of not less than Ten Million Euros (€10,000,000) per occurrence; and

(iii) Cyber liability insurance with coverage limits of not less than Five Million Euros (€5,000,000) per occurrence.

All such coverage is maintained with Rheinland Versicherung AG, under Policy No. RV-2024-1148703. Such policies are in full force and effect as of the date hereof, all premiums due thereon have been paid in full, and no notice of cancellation, non-renewal, or material modification of coverage has been received by the Reseller. The Reseller has provided to the Licensor a certificate of insurance (Versicherungsnachweis) evidencing such coverage.

(f) Compliance with Laws. The Reseller is in compliance in all material respects with all applicable laws, statutes, regulations, rules, orders, judgments, and decrees of any governmental authority having jurisdiction over the Reseller or its business, including, without limitation:

(i) the United Kingdom Bribery Act 2010;

(ii) all applicable local anti-corruption laws, including the German Criminal Code (Strafgesetzbuch) provisions relating to bribery (Bestechung) and corruption in commercial transactions (Bestechlichkeit und Bestechung im geschäftlichen Verkehr, §§ 299–302 StGB);

(iii) the United States Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774, to the extent applicable to the Reseller's activities involving U.S.-origin software and technology;

(iv) the European Union Dual-Use Regulation (Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021), as amended;

(v) all applicable sanctions programs, including those administered by OFAC, the European Union (pursuant to Council Regulation (EC) No. 428/2009 and successor regulations), and the competent authorities of the Federal Republic of Germany (Bundesamt für Wirtschaft und Ausfuhrkontrolle, "BAFA"); and

(vi) all other applicable U.S., EU, UK, German, and other foreign laws, rules, and regulations applicable to the Reseller's business and the transactions contemplated by the Agreement.

Neither the Reseller nor, to the knowledge of the Reseller, any of its directors, officers, employees, agents, or representatives is a Sanctioned Person (as defined in the Agreement) or is the subject of any ongoing investigation by any governmental authority with respect to any violation of any of the foregoing laws or regulations.

(g) Restricted Territories. The Reseller hereby confirms that it has not engaged in, and will not engage in, the resale, distribution, marketing, promotion, or any other transfer of the Licensed Product into or for the benefit of any OFAC-sanctioned territory or any territory or jurisdiction that is the target of comprehensive economic sanctions, including, without limitation:

(i) Cuba;

(ii) Iran;

(iii) North Korea (the Democratic People's Republic of Korea);

(iv) Syria; and

(v) the Crimea region, the so-called Donetsk People's Republic, and the so-called Luhansk People's Republic of Ukraine.

The Reseller further confirms that it has implemented and maintains adequate internal controls, screening procedures, and compliance protocols to ensure ongoing compliance with the foregoing restrictions.

(h) Data Protection. The Reseller is in compliance in all material respects with all applicable data protection and privacy laws, regulations, and standards, including, without limitation, the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"), the German Federal Data Protection Act (Bundesdatenschutzgesetz, "BDSG"), and the United Kingdom General Data Protection Regulation (as defined in the Data Protection Act 2018 and as incorporated into United Kingdom law by the European Union (Withdrawal) Act 2018) (the "UK GDPR"). The Reseller has appointed a data protection officer (Datenschutzbeauftragter) to the extent required by applicable law and has implemented appropriate technical and organizational measures to protect personal data in accordance with Article 32 of the GDPR.

(i) Financial Capability. The Reseller has the financial capacity to meet its obligations under the Agreement, including, without limitation, the Minimum Annual Commitment schedule set forth in Section 8.3 of the Agreement, which provides for the following minimum aggregate resale commitments over the initial five-year term of the Agreement:

The Reseller confirms that it has adequate financial resources, working capital, credit facilities, and operational infrastructure to meet the foregoing commitments and to perform all other financial and operational obligations under the Agreement. The Reseller is not insolvent, and no petition in insolvency (Insolvenzantrag) has been filed by or against the Reseller, and no grounds for the filing of such a petition exist under the German Insolvency Code (Insolvenzordnung).

(j) No Litigation. There is no action, suit, proceeding, claim, arbitration, mediation, investigation, or inquiry pending or, to the knowledge of the Reseller, threatened against or affecting the Reseller before any court, arbitral tribunal, governmental authority, or regulatory body that would, individually or in the aggregate, reasonably be expected to materially impair the Reseller's ability to perform its obligations under the Agreement, or that would challenge the validity or enforceability of the Agreement or any ancillary document, or that would seek to restrain, enjoin, prevent, or delay the consummation of the transactions contemplated thereby.

(k) No Material Adverse Change. Since the date of execution of the Agreement (which date is the same as the Closing Date), no Material Adverse Change has occurred with respect to the Reseller's business, operations, assets, liabilities, financial condition, results of operations, prospects, or ability to perform its obligations under the Agreement. For the avoidance of doubt, and recognizing that the Signing Date and the Closing Date are the same date, the Reseller confirms that, as of the execution of this Bring-Down Certificate, no event, circumstance, development, or condition exists that would constitute or reasonably be expected to result in a Material Adverse Change with respect to the Reseller.

2.4 Additional Confirmation

The Reseller hereby confirms that the resolutions of the Geschäftsführer and the shareholders (Gesellschafter) of Meridian Data Solutions GmbH authorizing the execution, delivery, and performance of the Agreement and all ancillary documents, and the consummation of the transactions contemplated thereby, adopted by the Geschäftsführer and/or by written shareholder resolution (Gesellschafterbeschluss im Umlaufverfahren) in accordance with the Reseller's articles of association (Gesellschaftsvertrag) and applicable provisions of the GmbH-Gesetz, remain in full force and effect as of the date hereof and have not been amended, modified, supplemented, revoked, or rescinded in any manner. True, correct, and complete copies of such resolutions, together with certified translations thereof into the English language, have been provided to the Licensor and its counsel.

SECTION 3 — GENERAL PROVISIONS

3.1 Reliance. This Bring-Down Certificate is delivered pursuant to Section 7.2(d) of the Agreement as a condition precedent to the obligations of each party at the Closing. Each party acknowledges and agrees that the other party is relying on the accuracy, truthfulness, and completeness of the representations, warranties, certifications, and confirmations contained herein in connection with the consummation of the transactions contemplated by the Agreement. Each party further acknowledges that such reliance is reasonable and justified and that the other party would not have consummated the transactions contemplated by the Agreement but for the delivery of this Bring-Down Certificate and the accuracy of the statements contained herein. Nothing in this Bring-Down Certificate shall be deemed to limit any rights or remedies that either party may have under the Agreement, at law, or in equity in the event of any breach of the representations, warranties, certifications, or confirmations contained herein.

3.2 Survival. The certifications, representations, warranties, and confirmations set forth herein shall survive the Closing Date in accordance with, and for the duration specified in, the survival provisions set forth in Section 11.4 of the Agreement. For the avoidance of doubt, the survival of the certifications contained herein shall be coextensive with the survival of the corresponding representations and warranties in the Agreement, and the termination or expiration of any such survival period shall not affect any claim arising out of or relating to a breach of this Bring-Down Certificate that was asserted in writing prior to the expiration of such survival period.

3.3 Defined Terms

All capitalized terms used but not otherwise defined in this Bring-Down Certificate shall have the meanings ascribed to such terms in the Channel Reseller Program Agreement dated March 22, 2024, by and between Lumos Analytics Inc. and Meridian Data Solutions GmbH. In the event of any conflict between the definitions set forth in this Bring-Down Certificate and the definitions set forth in the Agreement, the definitions in the Agreement shall control.

3.4 Governing Law; Dispute Resolution

This Bring-Down Certificate shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without giving effect to any choice-of-law or conflicts-of-law rules or provisions (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.

Consistent with the dispute resolution provisions set forth in Article XIII of the Agreement, any dispute, controversy, or claim arising out of or relating to this Bring-Down Certificate, or the breach, termination, or invalidity hereof, shall be finally and exclusively resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The seat of arbitration shall be Los Angeles, California. The arbitration shall be conducted before a panel of three (3) arbitrators, selected in accordance with the procedures set forth in the Agreement. The language of the arbitration shall be English. Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive relief or other equitable remedies in any state or federal court of competent jurisdiction located in Santa Clara County, California, and each party hereby irrevocably consents to the personal jurisdiction and venue of such courts for such purposes.

3.5 Counterparts; Electronic Delivery

This Bring-Down Certificate may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The exchange of copies of this Bring-Down Certificate and of signature pages by electronic transmission (including by means of portable document format (PDF) files transmitted via email or other electronic means) shall constitute effective execution and delivery of this Bring-Down Certificate as to the parties hereto. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.

SIGNATURE PAGE

IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Bring-Down Certificate as of the date first written above.

LUMOS ANALYTICS INC.

LUMOS ANALYTICS INC. a Delaware C-Corporation

By: ________

Name: Priya Raghavan

Title: Chief Executive Officer

Date: March 22, 2024

Address:

4700 Sandhill Road, Suite 300 Palo Alto, California 94304 United States of America

MERIDIAN DATA SOLUTIONS GmbH

MERIDIAN DATA SOLUTIONS GmbH a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany

By: ________

Name: Florian Eckstein

Title: Geschäftsführer (Managing Director)

Date: March 22, 2024

Address:

Leopoldstraße 78 80802 München Federal Republic of Germany

ACKNOWLEDGMENT

This Bring-Down Certificate was prepared by:

Calderwood & Harkness LLP 801 South Figueroa Street, Suite 4200 Los Angeles, California 90017 United States of America

Matter No. 1008-00010

Responsible Partner: Howard Bellamy Lead Associate: Leila Nazari

Telephone: +1 (213) 555-7200

Email: hbellamy@calderwoodharkness.com / lnazari@calderwoodharkness.com

This document is intended solely for the benefit of the parties identified herein and their respective legal counsel and is not intended to confer any rights or benefits upon any third party.

Contract Year	Minimum Annual Commitment (USD)
Year 1 (April 1, 2024 – March 31, 2025)	$4,500,000
Year 2 (April 1, 2025 – March 31, 2026)	$5,400,000
Year 3 (April 1, 2026 – March 31, 2027)	$6,300,000
Year 4 (April 1, 2027 – March 31, 2028)	$6,900,000
Year 5 (April 1, 2028 – March 31, 2029)	$6,900,000
Total (Five-Year Term)	$30,000,000

BRING-DOWN CERTIFICATE
Representations and Warranties
March 22, 2024
Delivered pursuant to that certain Channel Reseller Program Agreement dated March 22, 2024 (the "Agreement") by and between
Lumos Analytics Inc. a Delaware C-Corporation ("Licensor")
and
Meridian Data Solutions GmbH a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany ("Reseller")
Calderwood & Harkness LLP Matter No. 1008-00010
RECITALS
WHEREAS, the Licensor and the Reseller have entered into that certain Channel Reseller Program Agreement, dated as of March 22, 2024 (the "Agreement"), pursuant to which the Licensor granted to the Reseller a non-exclusive right to market, promote, and resell subscriptions to the Lumos Prism™ AI-powered financial analytics and risk-modeling Software-as-a-Service platform (the "Licensed Product") within the Europe, Middle East, and Africa territory, as more particularly defined in the Agreement (the "EMEA Territory");
WHEREAS, the Agreement provides that certain conditions precedent must be satisfied on or before the Closing Date (as defined in the Agreement), including, among other things, the delivery by each party of this Bring-Down Certificate confirming the accuracy, truthfulness, and completeness of the representations and warranties of each such party, in each case as of the Closing Date, as a condition to the obligations of the other party to consummate the transactions contemplated thereby;
WHEREAS, capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement, unless the context clearly requires otherwise;
WHEREAS, the Closing Date and the Signing Date are each March 22, 2024, and the Effective Date for the commencement of the Reseller's distribution rights under the Agreement is April 1, 2024; and
WHEREAS, each of the Licensor and the Reseller desires to deliver this Bring-Down Certificate in satisfaction of the applicable conditions precedent set forth in the Agreement.
NOW, THEREFORE, each of the undersigned hereby certifies and confirms as follows:
SECTION 1 — CERTIFICATION BY LUMOS ANALYTICS INC.
1.1 Authorization and Identity
The undersigned, Priya Raghavan, is the Chief Executive Officer of Lumos Analytics Inc., a C-Corporation duly organized and existing under the laws of the State of Delaware (the "Licensor"). The Licensor's principal place of business is located at 4700 Sandhill Road, Suite 300, Palo Alto, California 94304, and the Licensor's registered agent for service of process in the State of Delaware is Pacific Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801. The Licensor's Employer Identification Number (EIN) is 84-3291056.
The undersigned hereby represents that she is duly authorized to execute and deliver this Bring-Down Certificate on behalf of the Licensor, and that the execution, delivery, and performance of this Bring-Down Certificate have been duly authorized by all necessary corporate action on the part of the Licensor. No further consent, approval, authorization, or other action by, or notice to or filing with, any person or entity (including any governmental authority) is required in connection with the execution and delivery of this Bring-Down Certificate by the Licensor.
1.2 Bring-Down of Representations and Warranties
The Licensor hereby certifies that each of the representations and warranties made by Lumos Analytics Inc. in the Agreement (including, without limitation, those representations and warranties set forth in Article IV thereof, and in each exhibit, schedule, disclosure letter, and ancillary agreement delivered in connection therewith) is hereby confirmed to be true, correct, and complete in all material respects as of the Closing Date (March 22, 2024), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date, except where any such representation or warranty expressly speaks as of a specific date, in which case such representation or warranty shall be true, correct, and complete in all material respects as of such specific date.
Without limiting the generality of the foregoing, where any representation or warranty contained in the Agreement is qualified by materiality, Material Adverse Effect, or words of similar import, such representation or warranty is true, correct, and complete in all respects (and not merely in all material respects) as of the Closing Date (or, if such representation or warranty speaks as of a specific date, as of such specific date).
The Licensor further confirms that there exists no fact, circumstance, event, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Licensor or its ability to perform its obligations under the Agreement.
1.3 Specific Representations Confirmed
Without limiting the scope of Section 1.2 above, the Licensor specifically confirms the following representations and warranties as of the Closing Date:
(a) Organization and Good Standing. Lumos Analytics Inc. is a C-Corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Licensor is duly qualified to transact business and is in good standing in the State of California and in each other jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Licensor.
(b) Authority. The Licensor has full corporate power and authority to execute, deliver, and perform its obligations under the Agreement and under all ancillary documents executed and delivered in connection therewith, including, without limitation:
(i) the Escrow Agreement with Evergreen Trust Company, N.A. (the "Escrow Agent"), dated as of March 22, 2024;
(ii) the Data Processing Agreement, attached to the Agreement as Exhibit C;
(iii) the Trademark License Agreement, attached to the Agreement as Exhibit D; and
(iv) the Service Level Agreement, attached to the Agreement as Exhibit E.
The execution, delivery, and performance of each of the foregoing documents by the Licensor has been duly authorized by all requisite corporate action on the part of the Licensor, and no further consent, approval, or authorization is required in connection therewith.
(c) No Conflicts. The execution, delivery, and performance by the Licensor of the Agreement and each ancillary document do not and will not: (i) conflict with or violate any provision of the Licensor's certificate of incorporation (as amended and restated), bylaws (as amended and restated), or other organizational documents; (ii) conflict with, result in a breach of, constitute a default under (with or without notice or lapse of time, or both), or give rise to any right of termination, cancellation, acceleration, or other change of any right or obligation under, any material agreement, contract, license, lease, instrument, or other arrangement to which the Licensor is a party or by which the Licensor or any of its properties or assets is bound; or (iii) violate any order, writ, judgment, injunction, decree, statute, rule, or regulation applicable to the Licensor or any of its properties or assets.
(d) intellectual Property. The Licensor is the sole and exclusive owner of, or otherwise has sufficient and legally enforceable rights in and to, the Lumos Prism™ platform (including all software, algorithms, machine-learning models, databases, documentation, user interfaces, APIs, and related technology comprising the Licensed Product) and all associated trademarks, service marks, trade names, domain names, copyrights, patent rights, and trade secrets, in each case to the extent necessary to grant to the Reseller the licenses and rights contemplated by the Agreement. To the knowledge of the Licensor, the Licensed Product does not infringe, misappropriate, or otherwise violate any intellectual property rights of any third party. There is no pending or, to the knowledge of the Licensor, threatened claim, demand, action, or proceeding alleging any such infringement, misappropriation, or violation.
(e) Insurance. The Licensor maintains in full force and effect errors and omissions insurance and cyber liability insurance with Atlas Mutual Insurance Company, under Policy No. AML-TECH-2024-07829, with coverage limits of not less than Ten Million Dollars ($10,000,000) per occurrence and Twenty Million Dollars ($20,000,000) in the aggregate annual limit, as required by the terms of the Agreement. Such policy is in full force and effect as of the date hereof, all premiums due thereon have been paid in full, and no notice of cancellation, non-renewal, or material modification of coverage has been received by the Licensor. The Licensor has provided to the Reseller a certificate of insurance evidencing such coverage.
(f) Compliance with Laws. The Licensor is in compliance in all material respects with all applicable laws, statutes, regulations, rules, orders, judgments, and decrees of any governmental authority having jurisdiction over the Licensor or its business, including, without limitation:
(i) the United States Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), 15 U.S.C. §§ 78dd-1 et seq.;
(ii) the United States Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774, administered by the Bureau of Industry and Security of the U.S. Department of Commerce;
(iii) all applicable sanctions programs administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, including, without limitation, the Specially Designated Nationals and blocked Persons List and the Sectoral Sanctions Identifications List; and
(iv) all other applicable U.S. federal, state, and local laws, and foreign laws, rules, and regulations applicable to the Licensor's business and the transactions contemplated by the Agreement.
Neither the Licensor nor, to the knowledge of the Licensor, any of its directors, officers, employees, agents, or representatives is a Sanctioned Person (as defined in the Agreement) or is the subject of any ongoing investigation by any governmental authority with respect to any violation of any of the foregoing laws or regulations.
(g) Data Protection. The Licensor is in compliance in all material respects with all applicable data protection and privacy laws, regulations, and standards, including, without limitation, the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR") and the United Kingdom General Data Protection Regulation (as defined in the Data Protection Act 2018 and as incorporated into United Kingdom law by the European Union (Withdrawal) Act 2018) (the "UK GDPR"). In furtherance of the foregoing, the Licensor confirms that it will maintain all EMEA customer data within European Union–based cloud infrastructure, specifically at the Frankfurt, Germany data center operated by Stratos Cloud Services AG, in accordance with the terms and conditions set forth in the Data Processing Agreement (Exhibit C to the Agreement) and all applicable data localization requirements.
(h) No Litigation. There is no action, suit, proceeding, claim, arbitration, mediation, investigation, or inquiry pending or, to the knowledge of the Licensor, threatened against or affecting the Licensor before any court, arbitral tribunal, governmental authority, or regulatory body that would, individually or in the aggregate, reasonably be expected to materially impair the Licensor's ability to perform its obligations under the Agreement, or that would challenge the validity or enforceability of the Agreement or any ancillary document, or that would seek to restrain, enjoin, prevent, or delay the consummation of the transactions contemplated thereby.
(i) No Material Adverse Change. Since the date of execution of the Agreement (which date is the same as the Closing Date), no Material Adverse Change has occurred with respect to the Licensor's business, operations, assets, liabilities, financial condition, results of operations, prospects, or ability to perform its obligations under the Agreement. For the avoidance of doubt, and recognizing that the Signing Date and the Closing Date are the same date, the Licensor confirms that, as of the execution of this Bring-Down Certificate, no event, circumstance, development, or condition exists that would constitute or reasonably be expected to result in a Material Adverse Change with respect to the Licensor.
1.4 Additional Confirmation
The Licensor hereby confirms that the resolutions of the Board of Directors of Lumos Analytics Inc. authorizing the execution, delivery, and performance of the Agreement and all ancillary documents, and the consummation of the transactions contemplated thereby, adopted at a duly convened meeting of the Board of Directors (or by unanimous written consent in lieu of a meeting), remain in full force and effect as of the date hereof and have not been amended, modified, supplemented, revoked, or rescinded in any manner. True, correct, and complete copies of such resolutions have been provided to the Reseller and its counsel.
SECTION 2 — CERTIFICATION BY MERIDIAN DATA SOLUTIONS GmbH
2.1 Authorization and Identity
The undersigned, Florian Eckstein, is the Geschäftsführer (Managing Director) of Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung (limited liability company) duly organized and existing under the laws of the Federal Republic of Germany (the "Reseller"). The Reseller's registered office is located at Leopoldstraße 78, 80802 München, Germany. The Reseller is registered in the Commercial Register (Handelsregister) at the Local Court (Amtsgericht) of Munich under registration number HRB 274581. The Reseller's German Tax Identification Number (Steuernummer) is 143/117/60253, and its VAT Identification Number (Umsatzsteuer-Identifikationsnummer) is DE319274105.
The undersigned hereby represents that he is duly authorized to execute and deliver this Bring-Down Certificate on behalf of the Reseller in his capacity as Geschäftsführer, and that the execution, delivery, and performance of this Bring-Down Certificate have been duly authorized by all necessary corporate action on the part of the Reseller, including all requisite approvals of the Geschäftsführer and the shareholders (Gesellschafter) of the Reseller, to the extent required under the Reseller's articles of association (Gesellschaftsvertrag), applicable German corporate law (GmbH-Gesetz), and the terms of the Agreement.
2.2 Bring-Down of Representations and Warranties
The Reseller hereby certifies that each of the representations and warranties made by Meridian Data Solutions GmbH in the Agreement (including, without limitation, those representations and warranties set forth in Article V thereof, and in each exhibit, schedule, disclosure letter, and ancillary agreement delivered in connection therewith) is hereby confirmed to be true, correct, and complete in all material respects as of the Closing Date (March 22, 2024), with the same force and effect as though each such representation and warranty had been made on and as of the Closing Date, except where any such representation or warranty expressly speaks as of a specific date, in which case such representation or warranty shall be true, correct, and complete in all material respects as of such specific date.
Without limiting the generality of the foregoing, where any representation or warranty contained in the Agreement is qualified by materiality, Material Adverse Effect, or words of similar import, such representation or warranty is true, correct, and complete in all respects (and not merely in all material respects) as of the Closing Date (or, if such representation or warranty speaks as of a specific date, as of such specific date).
The Reseller further confirms that there exists no fact, circumstance, event, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Reseller or its ability to perform its obligations under the Agreement.
2.3 Specific Representations Confirmed
Without limiting the scope of Section 2.2 above, the Reseller specifically confirms the following representations and warranties as of the Closing Date:
(a) Organization and Good Standing. Meridian Data Solutions GmbH is a Gesellschaft mit beschränkter Haftung duly organized, validly existing, and in good standing (ordnungsgemäß eingetragen und bestehend) under the laws of the Federal Republic of Germany. The Reseller possesses all necessary governmental licenses, authorizations, consents, and approvals required for the conduct of its business as presently conducted and as contemplated to be conducted under the Agreement, except where the failure to possess such licenses, authorizations, consents, or approvals would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Reseller.
(b) Authority. The Reseller has full corporate power and authority (Vertretungsbefugnis) to execute, deliver, and perform its obligations under the Agreement and under all ancillary documents executed and delivered in connection therewith. The execution, delivery, and performance of each of the foregoing documents by the Reseller has been duly authorized by all requisite corporate action on the part of the Reseller, including, to the extent required, shareholder approval (Gesellschafterbeschluss), and no further consent, approval, or authorization is required in connection therewith.
(c) No Conflicts. The execution, delivery, and performance by the Reseller of the Agreement and each ancillary document do not and will not: (i) conflict with or violate any provision of the Reseller's articles of association (Gesellschaftsvertrag) or other organizational documents; (ii) conflict with, result in a breach of, constitute a default under (with or without notice or lapse of time, or both), or give rise to any right of termination, cancellation, acceleration, or other change of any right or obligation under, any material agreement, contract, license, lease, instrument, or other arrangement to which the Reseller is a party or by which the Reseller or any of its properties or assets is bound; or (iii) violate any order, writ, judgment, injunction, decree, statute, rule, or regulation applicable to the Reseller or any of its properties or assets under German law, European Union law, or any other applicable jurisdiction.
(d) Sub-Distributors. The Reseller has the authority to bind, and has obtained all necessary internal and external approvals for the appointment of, the following pre-approved sub-distributors identified in the Agreement:
(i) Meridian Data Solutions UK Ltd, a company incorporated and registered in England and Wales (Companies House Registration No. 12847391), with its registered office at 14 Fenchurch Place, London EC3M 5AJ, United Kingdom; Director: Katarina Voss. Meridian Data Solutions UK Ltd is authorized to resell the Licensed Product in the United Kingdom and Ireland territory, subject to and in accordance with the terms of the sub-distribution agreement entered into between the Reseller and Meridian Data Solutions UK Ltd, which sub-distribution agreement contains provisions consistent with and no less protective than those set forth in the Agreement.
(ii) Meridian Data Solutions SARL, a société à responsabilité limitée organized under the laws of the French Republic (SIREN No. 912 483 057), with its registered office at 27 Rue de la Boétie, 75008 Paris, France; Gérant: Jean-Philippe Moreau. Meridian Data Solutions SARL is authorized to resell the Licensed Product in France, Belgium, Luxembourg, and French-speaking Switzerland, subject to and in accordance with the terms of the sub-distribution agreement entered into between the Reseller and Meridian Data Solutions SARL, which sub-distribution agreement contains provisions consistent with and no less protective than those set forth in the Agreement.
The Reseller confirms that each sub-distributor has been made aware of, and has agreed to be bound by, the applicable terms of the Agreement, including, without limitation, the intellectual property restrictions, data protection obligations, export control and sanctions compliance requirements, and territorial limitations set forth therein.
(e) Insurance. The Reseller maintains in full force and effect insurance coverage meeting the requirements of the Agreement, as follows:
(i) Commercial general liability insurance with coverage limits of not less than Five Million Euros (€5,000,000) per occurrence;
(ii) Professional indemnity insurance with coverage limits of not less than Ten Million Euros (€10,000,000) per occurrence; and
(iii) Cyber liability insurance with coverage limits of not less than Five Million Euros (€5,000,000) per occurrence.
All such coverage is maintained with Rheinland Versicherung AG, under Policy No. RV-2024-1148703. Such policies are in full force and effect as of the date hereof, all premiums due thereon have been paid in full, and no notice of cancellation, non-renewal, or material modification of coverage has been received by the Reseller. The Reseller has provided to the Licensor a certificate of insurance (Versicherungsnachweis) evidencing such coverage.
(f) Compliance with Laws. The Reseller is in compliance in all material respects with all applicable laws, statutes, regulations, rules, orders, judgments, and decrees of any governmental authority having jurisdiction over the Reseller or its business, including, without limitation:
(i) the United Kingdom Bribery Act 2010;
(ii) all applicable local anti-corruption laws, including the German Criminal Code (Strafgesetzbuch) provisions relating to bribery (Bestechung) and corruption in commercial transactions (Bestechlichkeit und Bestechung im geschäftlichen Verkehr, §§ 299–302 StGB);
(iii) the United States Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774, to the extent applicable to the Reseller's activities involving U.S.-origin software and technology;
(iv) the European Union Dual-Use Regulation (Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021), as amended;
(v) all applicable sanctions programs, including those administered by OFAC, the European Union (pursuant to Council Regulation (EC) No. 428/2009 and successor regulations), and the competent authorities of the Federal Republic of Germany (Bundesamt für Wirtschaft und Ausfuhrkontrolle, "BAFA"); and
(vi) all other applicable U.S., EU, UK, German, and other foreign laws, rules, and regulations applicable to the Reseller's business and the transactions contemplated by the Agreement.
Neither the Reseller nor, to the knowledge of the Reseller, any of its directors, officers, employees, agents, or representatives is a Sanctioned Person (as defined in the Agreement) or is the subject of any ongoing investigation by any governmental authority with respect to any violation of any of the foregoing laws or regulations.
(g) Restricted Territories. The Reseller hereby confirms that it has not engaged in, and will not engage in, the resale, distribution, marketing, promotion, or any other transfer of the Licensed Product into or for the benefit of any OFAC-sanctioned territory or any territory or jurisdiction that is the target of comprehensive economic sanctions, including, without limitation:
(i) Cuba;
(ii) Iran;
(iii) North Korea (the Democratic People's Republic of Korea);
(iv) Syria; and
(v) the Crimea region, the so-called Donetsk People's Republic, and the so-called Luhansk People's Republic of Ukraine.
The Reseller further confirms that it has implemented and maintains adequate internal controls, screening procedures, and compliance protocols to ensure ongoing compliance with the foregoing restrictions.
(h) Data Protection. The Reseller is in compliance in all material respects with all applicable data protection and privacy laws, regulations, and standards, including, without limitation, the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"), the German Federal Data Protection Act (Bundesdatenschutzgesetz, "BDSG"), and the United Kingdom General Data Protection Regulation (as defined in the Data Protection Act 2018 and as incorporated into United Kingdom law by the European Union (Withdrawal) Act 2018) (the "UK GDPR"). The Reseller has appointed a data protection officer (Datenschutzbeauftragter) to the extent required by applicable law and has implemented appropriate technical and organizational measures to protect personal data in accordance with Article 32 of the GDPR.
(i) Financial Capability. The Reseller has the financial capacity to meet its obligations under the Agreement, including, without limitation, the Minimum Annual Commitment schedule set forth in Section 8.3 of the Agreement, which provides for the following minimum aggregate resale commitments over the initial five-year term of the Agreement:
The Reseller confirms that it has adequate financial resources, working capital, credit facilities, and operational infrastructure to meet the foregoing commitments and to perform all other financial and operational obligations under the Agreement. The Reseller is not insolvent, and no petition in insolvency (Insolvenzantrag) has been filed by or against the Reseller, and no grounds for the filing of such a petition exist under the German Insolvency Code (Insolvenzordnung).
(j) No Litigation. There is no action, suit, proceeding, claim, arbitration, mediation, investigation, or inquiry pending or, to the knowledge of the Reseller, threatened against or affecting the Reseller before any court, arbitral tribunal, governmental authority, or regulatory body that would, individually or in the aggregate, reasonably be expected to materially impair the Reseller's ability to perform its obligations under the Agreement, or that would challenge the validity or enforceability of the Agreement or any ancillary document, or that would seek to restrain, enjoin, prevent, or delay the consummation of the transactions contemplated thereby.
(k) No Material Adverse Change. Since the date of execution of the Agreement (which date is the same as the Closing Date), no Material Adverse Change has occurred with respect to the Reseller's business, operations, assets, liabilities, financial condition, results of operations, prospects, or ability to perform its obligations under the Agreement. For the avoidance of doubt, and recognizing that the Signing Date and the Closing Date are the same date, the Reseller confirms that, as of the execution of this Bring-Down Certificate, no event, circumstance, development, or condition exists that would constitute or reasonably be expected to result in a Material Adverse Change with respect to the Reseller.
2.4 Additional Confirmation
The Reseller hereby confirms that the resolutions of the Geschäftsführer and the shareholders (Gesellschafter) of Meridian Data Solutions GmbH authorizing the execution, delivery, and performance of the Agreement and all ancillary documents, and the consummation of the transactions contemplated thereby, adopted by the Geschäftsführer and/or by written shareholder resolution (Gesellschafterbeschluss im Umlaufverfahren) in accordance with the Reseller's articles of association (Gesellschaftsvertrag) and applicable provisions of the GmbH-Gesetz, remain in full force and effect as of the date hereof and have not been amended, modified, supplemented, revoked, or rescinded in any manner. True, correct, and complete copies of such resolutions, together with certified translations thereof into the English language, have been provided to the Licensor and its counsel.
SECTION 3 — GENERAL PROVISIONS
3.1 Reliance.  This Bring-Down Certificate is delivered pursuant to Section 7.2(d) of the Agreement as a condition precedent to the obligations of each party at the Closing. Each party acknowledges and agrees that the other party is relying on the accuracy, truthfulness, and completeness of the representations, warranties, certifications, and confirmations contained herein in connection with the consummation of the transactions contemplated by the Agreement. Each party further acknowledges that such reliance is reasonable and justified and that the other party would not have consummated the transactions contemplated by the Agreement but for the delivery of this Bring-Down Certificate and the accuracy of the statements contained herein. Nothing in this Bring-Down Certificate shall be deemed to limit any rights or remedies that either party may have under the Agreement, at law, or in equity in the event of any breach of the representations, warranties, certifications, or confirmations contained herein.
3.2 Survival.  The certifications, representations, warranties, and confirmations set forth herein shall survive the Closing Date in accordance with, and for the duration specified in, the survival provisions set forth in Section 11.4 of the Agreement. For the avoidance of doubt, the survival of the certifications contained herein shall be coextensive with the survival of the corresponding representations and warranties in the Agreement, and the termination or expiration of any such survival period shall not affect any claim arising out of or relating to a breach of this Bring-Down Certificate that was asserted in writing prior to the expiration of such survival period.
3.3 Defined Terms
All capitalized terms used but not otherwise defined in this Bring-Down Certificate shall have the meanings ascribed to such terms in the Channel Reseller Program Agreement dated March 22, 2024, by and between Lumos Analytics Inc. and Meridian Data Solutions GmbH. In the event of any conflict between the definitions set forth in this Bring-Down Certificate and the definitions set forth in the Agreement, the definitions in the Agreement shall control.
3.4 Governing Law; Dispute Resolution
This Bring-Down Certificate shall be governed by, and construed and enforced in accordance with, the laws of the State of California, without giving effect to any choice-of-law or conflicts-of-law rules or provisions (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of California.
Consistent with the dispute resolution provisions set forth in Article XIII of the Agreement, any dispute, controversy, or claim arising out of or relating to this Bring-Down Certificate, or the breach, termination, or invalidity hereof, shall be finally and exclusively resolved by binding arbitration administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The seat of arbitration shall be Los Angeles, California. The arbitration shall be conducted before a panel of three (3) arbitrators, selected in accordance with the procedures set forth in the Agreement. The language of the arbitration shall be English. Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive relief or other equitable remedies in any state or federal court of competent jurisdiction located in Santa Clara County, California, and each party hereby irrevocably consents to the personal jurisdiction and venue of such courts for such purposes.
3.5 Counterparts; Electronic Delivery
This Bring-Down Certificate may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. The exchange of copies of this Bring-Down Certificate and of signature pages by electronic transmission (including by means of portable document format (PDF) files transmitted via email or other electronic means) shall constitute effective execution and delivery of this Bring-Down Certificate as to the parties hereto. Signatures transmitted by electronic means shall be deemed original signatures for all purposes.
SIGNATURE PAGE
IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Bring-Down Certificate as of the date first written above.
LUMOS ANALYTICS INC.
LUMOS ANALYTICS INC. a Delaware C-Corporation
By: ________
Name: Priya Raghavan
Title: Chief Executive Officer
Date: March 22, 2024
Address:
4700 Sandhill Road, Suite 300 Palo Alto, California 94304 United States of America
MERIDIAN DATA SOLUTIONS GmbH
MERIDIAN DATA SOLUTIONS GmbH a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany
By: ________
Name: Florian Eckstein
Title: Geschäftsführer (Managing Director)
Date: March 22, 2024
Address:
Leopoldstraße 78 80802 München Federal Republic of Germany
ACKNOWLEDGMENT
This Bring-Down Certificate was prepared by:
Calderwood & Harkness LLP 801 South Figueroa Street, Suite 4200 Los Angeles, California 90017 United States of America
Matter No. 1008-00010
Responsible Partner: Howard Bellamy Lead Associate: Leila Nazari
Telephone: +1 (213) 555-7200
Email: hbellamy@calderwoodharkness.com / lnazari@calderwoodharkness.com
This document is intended solely for the benefit of the parties identified herein and their respective legal counsel and is not intended to confer any rights or benefits upon any third party.
Contract Year | Minimum Annual Commitment (USD)
Year 1 (April 1, 2024 – March 31, 2025) | $4,500,000
Year 2 (April 1, 2025 – March 31, 2026) | $5,400,000
Year 3 (April 1, 2026 – March 31, 2027) | $6,300,000
Year 4 (April 1, 2027 – March 31, 2028) | $6,900,000
Year 5 (April 1, 2028 – March 31, 2029) | $6,900,000
Total (Five-Year Term) | $30,000,000

BRING-DOWN CERTIFICATE

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LUMOS ANALYTICS INC.

ACKNOWLEDGMENT

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