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CLOSING BINDER — INDEX AND TABLE OF CONTENTS
Channel Reseller Program Agreement — EMEA Distribution of Lumos Prism™
Lumos Analytics Inc. (Licensor)
and
Meridian Data Solutions GmbH (Reseller)
Signing and Closing Date: March 22, 2024
Effective Date: April 1, 2024
Matter Number: 1008-00010 Responsible Partner: Howard Bellamy Lead Associate: Leila Nazari
Date of Compilation: April 2, 2024
CONFIDENTIAL — ATTORNEY WORK PRODUCT PREPARED BY CALDERWOOD & HARKNESS LLP © 2024 Calderwood & Harkness LLP. All rights reserved.
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PARTY INFORMATION SUMMARY
The following is a summary of the principal parties to the transaction documented in this Closing Binder, together with relevant entity information, registration details, and contact particulars.
Lumos Analytics Inc. (Licensor)
Lumos Analytics Inc. is the developer and owner of the Lumos Prism™ platform, a cloud-based SaaS analytics solution. Lumos is the Licensor under the Channel Reseller Program Agreement and the grantor of the trademark license and related brand guidelines described herein.
Meridian Data Solutions GmbH (Reseller)
Meridian Data Solutions GmbH is the Reseller under the Channel Reseller Program Agreement, authorized to distribute Lumos Prism™ SaaS subscriptions on a non-exclusive basis throughout the EMEA Territory. Meridian operates through affiliated sub-distributors in the United Kingdom and France, as further described in the Exhibit B territory schedule and the sub-distributor consent letters included in this Closing Binder.
Crestline Capital Partners, LP (PE Sponsor)
Crestline Capital Partners, LP is not a party to the Channel Reseller Program Agreement. It is identified in this Closing Binder as the majority equity holder in Lumos Analytics Inc. for informational and distribution purposes. Crestline's portfolio operations team was consulted during the negotiation process, and a copy of this Closing Binder is being furnished to Rebecca Solari, Portfolio Operations Partner, for Crestline's records.
KEY TRANSACTION TERMS SUMMARY
The following summary is provided for reference purposes only and is qualified in its entirety by the terms of the Channel Reseller Program Agreement and all Exhibits and ancillary documents included in this Closing Binder.
CLOSING BINDER — TABBED INDEX
VOLUME I — TRANSACTION AGREEMENTS
Tab 1: Channel Reseller Program Agreement — Execution Version. Document: Channel Reseller Program Agreement between Lumos Analytics Inc. and Meridian Data Solutions GmbH
Date: March 22, 2024
Signatories:
Priya Raghavan, Chief Executive Officer, Lumos Analytics Inc.
Florian Eckstein, Geschäftsführer, Meridian Data Solutions GmbH
Description: This is the fully executed version of the Channel Reseller Program Agreement, which constitutes the principal transaction document governing the non-exclusive resale of Lumos Prism™ SaaS subscriptions by Meridian Data Solutions GmbH throughout the EMEA Territory. The Agreement sets forth the rights, obligations, and responsibilities of each party with respect to the authorized distribution of the Licensed Products.
Key Terms:
• Term: Five-year initial term commencing April 1, 2024 and expiring March 31, 2029, subject to renewal provisions set forth in the Agreement.
• Total Contract Value: $30,000,000 over the initial five-year term, comprised of Minimum Annual Commitments as set forth in Exhibit F.
• Reseller discount: 30% discount off EMEA list prices for the Licensed Products, as detailed in Exhibit A.
• Minimum Annual Commitment (MAC) Schedule:
• Payment Terms: Net 45 days from the date of Lumos's quarterly invoice. Quarterly payments are due in accordance with the schedule set forth in Exhibit F.
• Late Payment Interest: 1.5% per month (equivalent to 18% per annum), compounding monthly on any overdue amounts.
• Escrow Holdback: 5% of each quarterly payment to be deposited with Evergreen Trust Company, N.A. as escrow agent, to secure potential indemnification claims. Year 1 quarterly holdback amount: $56,250.
• Indemnification: Mutual indemnification obligations, subject to an aggregate cap of $15,000,000. The aggregate cap does not apply to claims arising from willful misconduct, fraud, breaches of confidentiality obligations, or infringement of intellectual property rights, which are uncapped.
• Exclusivity: The reseller appointment is non-exclusive. Lumos retains the right to appoint additional resellers, distributors, and channel partners within the EMEA Territory and to engage in direct sales within the Territory.
• Territory: EMEA, as defined in Exhibit B, encompassing all countries in Europe (including the United Kingdom), the Middle East, and Africa.
• Governing Law: The Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles.
• Dispute Resolution: All disputes arising under or in connection with the Agreement are subject to binding arbitration administered by JAMS in Los Angeles, California, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures then in effect. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in the state or federal courts located in Santa Clara County, California, to protect its intellectual property rights, confidential information, or other proprietary interests.
Tab 2: Exhibit A — Licensed Products & Pricing Schedule. Document: Exhibit A to the Channel Reseller Program Agreement — Licensed Products & Pricing Schedule
Effective Date: April 1, 2024
Description: This exhibit contains the comprehensive product descriptions for the Lumos Prism™ platform, including all modules, tiers, and add-on capabilities authorized for resale in the EMEA Territory. The exhibit sets forth the EMEA list prices applicable to each product SKU, the 30% reseller discount available to Meridian Data Solutions GmbH, the resulting net prices payable by Meridian to Lumos, and the applicable pricing tiers based on subscription volume and end-customer seat counts. All SKU references and product identifiers used in the ordering and invoicing process are defined in this exhibit.
The pricing schedule is subject to annual review and adjustment by Lumos in accordance with the terms of the Channel Reseller Program Agreement, provided that any price increase in excess of the greater of (i) 5% and (ii) the percentage change in the U.S. Consumer Price Index (CPI-U) requires 90 days' prior written notice to Meridian.
Tab 3: Exhibit B — EMEA Territory & Sub-Distributor Authorization. Document: Exhibit B to the Channel Reseller Program Agreement — EMEA Territory & Sub-Distributor Authorization
Effective Date: April 1, 2024
Description: This exhibit defines the scope of the EMEA Territory authorized under the Agreement, encompassing all countries in Europe (including the United Kingdom), the Middle East, and Africa. The exhibit further sets forth the pre-approved sub-distributors and the conditions under which Meridian may appoint additional sub-distributors within the Territory.
Pre-Approved Sub-Distributors:
(a) Meridian Data Solutions UK Ltd — Authorized sub-distributor for the United Kingdom and Ireland. Companies House No. 12847391; registered office at 14 Fenchurch Place, London EC3M 5AJ, United Kingdom. Director: Katarina Voss.
(b) Meridian Data Solutions SARL — Authorized sub-distributor for France, Belgium, Luxembourg, and French-speaking Switzerland. SIREN 912 483 057; registered office at 27 Rue de la Boétie, 75008 Paris, France. Gérant: Jean-Philippe Moreau.
Additional Sub-Distributors: The appointment of any additional sub-distributors beyond the pre-approved entities listed above requires the prior written consent of Lumos Analytics Inc. Requests for additional sub-distributor appointments must be submitted in writing and must include such information regarding the proposed sub-distributor as Lumos may reasonably require, including corporate registration details, financial statements, relevant industry experience, and evidence of adequate insurance coverage.
Tab 4: Exhibit C — Data Processing Agreement (DPA) with GDPR Standard Contractual Clauses. Document: Exhibit C to the Channel Reseller Program Agreement — Data Processing Agreement
Effective Date: April 1, 2024
Description: This exhibit contains the Data Processing Agreement entered into between Lumos Analytics Inc. (as data importer and processor) and Meridian Data Solutions GmbH (as data exporter and controller), governing the processing of personal data in connection with the performance of the Channel Reseller Program Agreement. The DPA has been drafted to comply with the requirements of the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR") and the United Kingdom General Data Protection Regulation ("UK GDPR"), as applicable.
Key Provisions:
• Standard Contractual Clauses (SCCs): The DPA incorporates the European Commission's Standard Contractual Clauses for international data transfers (Commission Implementing Decision (EU) 2021/914), Module Two (Controller-to-Processor), to provide an adequate legal basis for the transfer of personal data from the European Economic Area and the United Kingdom to the United States.
• Sub-Processors: Annex III to the DPA lists all pre-approved sub-processors authorized to process personal data on behalf of the parties. Lumos is required to provide Meridian with at least 30 days' prior written notice of any proposed changes to the list of sub-processors, and Meridian retains the right to object to any new sub-processor appointment on reasonable grounds.
• Data Localization: All personal data processed in connection with the Lumos Prism™ platform for EMEA end-customers will be stored and processed at the data center operated by Stratos Cloud Services AG in Frankfurt am Main, Germany, unless otherwise agreed in writing by the parties.
• Data Security: The DPA requires Lumos to implement and maintain appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, or damage, consistent with the requirements of Article 32 of the GDPR.
• Data Breach Notification: Lumos is required to notify Meridian without undue delay (and in any event within 72 hours) of any personal data breach, as defined in Article 4(12) of the GDPR.
Tab 5: Exhibit D — Trademark License & Brand Guidelines. Document: Exhibit D to the Channel Reseller Program Agreement — Trademark License & Brand Guidelines
Effective Date: April 1, 2024
Description: This exhibit grants Meridian Data Solutions GmbH a limited, non-exclusive, non-transferable, and revocable license to use the Lumos Prism™ name, logo, trademarks, service marks, and approved marketing materials solely in connection with Meridian's authorized resale activities under the Channel Reseller Program Agreement. The license is coterminous with the Agreement and terminates automatically upon expiration or termination of the Agreement.
The exhibit includes the Lumos brand guidelines, which specify the approved uses of the Lumos Prism™ name and logo, minimum size and clear-space requirements, approved color palettes, prohibited modifications, and requirements for the placement and attribution of trademark notices. All co-branded marketing materials developed by Meridian must be submitted to Lumos for prior written approval before publication or distribution. Lumos shall respond to such approval requests within ten (10) business days, and failure to respond within such period shall not constitute deemed approval.
Tab 6: Exhibit E — Service Level Agreement (SLA). Document: Exhibit E to the Channel Reseller Program Agreement — Service Level Agreement
Effective Date: April 1, 2024
Description: This exhibit sets forth the service levels applicable to the Lumos Prism™ platform as hosted at the Stratos Cloud Services AG data center in Frankfurt am Main, Germany. The SLA establishes the performance standards, availability commitments, and remedies applicable to the delivery of the Licensed Products to EMEA end-customers.
Key Terms:
• Uptime Commitment: 99.95% monthly uptime, measured on a calendar month basis. Uptime is calculated as total minutes in the applicable calendar month minus downtime minutes attributable to Lumos (excluding scheduled maintenance and force majeure events), divided by total minutes in the applicable calendar month.
• Scheduled Maintenance: Scheduled maintenance windows are defined in the SLA and are excluded from the uptime calculation. Lumos is required to provide at least 72 hours' advance notice of scheduled maintenance and to schedule routine maintenance during off-peak hours (between 02:00 and 06:00 CET) to the extent commercially practicable.
• Incident Response Times: The SLA defines severity levels (Severity 1 through Severity 4) and corresponding target response and resolution times for each severity level, ranging from 30-minute initial response for Severity 1 (critical system outage) to 2-business-day response for Severity 4 (minor cosmetic or documentation issues).
• Service Credits: In the event that Lumos fails to meet the 99.95% monthly uptime commitment, Meridian is entitled to service credits as specified in the SLA, calculated as a percentage of the monthly fees attributable to the affected services.
• Support Escalation Procedures: The SLA includes a tiered escalation matrix, identifying the designated support contacts at Lumos and the escalation path for unresolved incidents.
Tab 7: Exhibit F — Minimum Annual Commitment Schedule. Document: Exhibit F to the Channel Reseller Program Agreement — Minimum Annual Commitment Schedule
Effective Date: April 1, 2024
Description: This exhibit sets forth the Minimum Annual Commitment ("MAC") schedule for each contract year of the initial five-year term of the Agreement. The MAC represents the minimum aggregate amount that Meridian is obligated to pay to Lumos in each contract year, regardless of the actual volume of Lumos Prism™ subscriptions resold by Meridian during such period.
MAC Schedule:
Additional Terms:
• Quarterly Payment Schedule: MAC amounts are payable in equal quarterly installments, with each quarterly payment due net 45 days from the date of Lumos's invoice. Invoices are issued on the first business day of each calendar quarter.
• Late Payment Interest: Any amounts not paid when due bear interest at the rate of 1.5% per month (equivalent to 18% per annum), compounding monthly, from the date such payment was due until the date of actual receipt by Lumos.
• Reconciliation: At the end of each contract year, Lumos and Meridian will conduct a reconciliation of actual subscription revenues against the MAC. If actual subscription revenues exceed the MAC for the applicable contract year, Meridian is entitled to a credit against the following year's MAC in the amount of such excess, subject to the terms and conditions set forth in the Agreement.
VOLUME II — ESCROW AND ANCILLARY AGREEMENTS
Tab 8: Escrow Agreement — Evergreen Trust Company, N.A. Document: Escrow Agreement among Lumos Analytics Inc., Meridian Data Solutions GmbH, and Evergreen Trust Company, N.A.
Date: March 22, 2024
Parties:
Lumos Analytics Inc. (Licensor)
Meridian Data Solutions GmbH (Reseller)
Evergreen Trust Company, N.A. (Escrow Agent)
Escrow Agent Contact Information:
Escrow Officer: Maria Gutierrez Evergreen Trust Company, N.A. 400 South Hope Street, Suite 1100 Los Angeles, California 90071
Description: This Escrow Agreement establishes the mechanics for the deposit, investment, and release of the escrow holdback amounts withheld from Meridian's quarterly MAC payments to Lumos. The escrow arrangement is designed to secure potential indemnification claims by either party under the Channel Reseller Program Agreement.
Key Terms:
• Holdback Percentage: 5% of each quarterly MAC payment is withheld and deposited into the escrow account maintained by Evergreen Trust Company, N.A.
• Year 1 Quarterly Holdback: $56,250 per quarter (calculated as 5% of the Year 1 quarterly payment of $1,125,000).
• Investment of Escrowed Funds: Escrowed funds are invested in money market accounts or short-term U.S. Treasury obligations at the direction of the parties, with interest accruing to the benefit of the party ultimately entitled to receive the escrowed funds.
• Release of Escrowed Funds: Any escrowed funds not subject to pending indemnification claims are released to the appropriate party twelve (12) months after the expiration or termination of the Channel Reseller Program Agreement, net of any amounts reserved for pending or unresolved indemnification claims.
• Claims Procedure: The Escrow Agreement sets forth the procedures for submitting indemnification claims against the escrowed funds, including notice requirements, response periods, and dispute resolution mechanisms.
• Escrow Agent Fees: The fees and expenses of Evergreen Trust Company, N.A. as escrow agent are borne equally by Lumos and Meridian and are payable on an annual basis in accordance with the fee schedule attached to the Escrow Agreement.
Tab 9: Sub-Distributor Consent Letter — Meridian Data Solutions UK Ltd. Document: Written Consent Letter from Lumos Analytics Inc. Authorizing Appointment of Meridian Data Solutions UK Ltd as Sub-Distributor
Date: March 22, 2024
Description: This letter constitutes the written consent of Lumos Analytics Inc. to the appointment by Meridian Data Solutions GmbH of its affiliate, Meridian Data Solutions UK Ltd, as a sub-distributor for the resale of Lumos Prism™ SaaS subscriptions within the United Kingdom and Ireland, pursuant to Exhibit B of the Channel Reseller Program Agreement.
Sub-Distributor Entity Details:
The consent letter confirms that Lumos has reviewed the corporate information and qualifications of Meridian Data Solutions UK Ltd and has determined that the entity meets the requirements for appointment as a sub-distributor under the Agreement. The consent is subject to all terms and conditions of the Channel Reseller Program Agreement, including the requirement that the sub-distributor execute a sub-distribution agreement substantially in the form prescribed by Lumos.
Tab 10: Sub-Distributor Consent Letter — Meridian Data Solutions SARL. Document: Written Consent Letter from Lumos Analytics Inc. Authorizing Appointment of Meridian Data Solutions SARL as Sub-Distributor
Date: March 22, 2024
Description: This letter constitutes the written consent of Lumos Analytics Inc. to the appointment by Meridian Data Solutions GmbH of its affiliate, Meridian Data Solutions SARL, as a sub-distributor for the resale of Lumos Prism™ SaaS subscriptions within France, Belgium, Luxembourg, and French-speaking Switzerland, pursuant to Exhibit B of the Channel Reseller Program Agreement.
Sub-Distributor Entity Details:
The consent letter confirms that Lumos has reviewed the corporate information and qualifications of Meridian Data Solutions SARL and has determined that the entity meets the requirements for appointment as a sub-distributor under the Agreement. The consent is subject to all terms and conditions of the Channel Reseller Program Agreement, including the requirement that the sub-distributor execute a sub-distribution agreement substantially in the form prescribed by Lumos.
VOLUME III — CLOSING CERTIFICATES AND DELIVERABLES
Tab 11: Officer's Certificate — Lumos Analytics Inc. (Conditions Precedent). Document: Officer's Certificate of Lumos Analytics Inc. Regarding Satisfaction of Conditions Precedent
Date: March 22, 2024
Executed By:
Priya Raghavan, Chief Executive Officer, Lumos Analytics Inc.
Marcus Ellenberg, Chief Financial Officer, Lumos Analytics Inc.
Description: This Officer's Certificate is delivered by Lumos Analytics Inc. in connection with the closing of the Channel Reseller Program Agreement. The certificate confirms and certifies that:
(a) All conditions precedent to the obligations of Lumos Analytics Inc. under the Channel Reseller Program Agreement have been duly satisfied or waived as of the closing date of March 22, 2024.
(b) All representations and warranties made by Lumos Analytics Inc. in the Channel Reseller Program Agreement are true and correct in all material respects as of the closing date, with the same force and effect as if made on and as of such date.
(c) No material adverse change has occurred with respect to the business, operations, financial condition, or prospects of Lumos Analytics Inc. since the date of the most recent financial statements provided to Meridian Data Solutions GmbH in connection with the negotiation of the Agreement.
(d) Lumos Analytics Inc. has obtained all internal corporate approvals and authorizations necessary for the execution, delivery, and performance of the Channel Reseller Program Agreement and all related documents and instruments.
(e) No litigation, arbitration, governmental investigation, or other proceeding is pending or, to the knowledge of the certifying officers, threatened against Lumos Analytics Inc. that would materially impair its ability to perform its obligations under the Agreement.
Tab 12: Secretary's Certificate — Lumos Analytics Inc. (Board Resolution & Incumbency). Document: Secretary's Certificate of Lumos Analytics Inc.
Date: March 22, 2024
Description: This Secretary's Certificate is delivered by the Secretary (or Assistant Secretary) of Lumos Analytics Inc. and includes the following items:
(i) Board Resolutions: A certified copy of the resolutions of the Board of Directors of Lumos Analytics Inc. authorizing the entry into, execution, delivery, and performance of the Channel Reseller Program Agreement and all related documents and instruments, including the Escrow Agreement, the Data Processing Agreement, the Trademark License, and the sub-distributor consent letters.
(ii) Incumbency: A certificate of incumbency identifying the authorized officers of Lumos Analytics Inc. who have executed the transaction documents, together with their specimen signatures. The authorized officers are:
• Priya Raghavan, Chief Executive Officer
• Marcus Ellenberg, Chief Financial Officer
(iii) Good Standing: Confirmation that Lumos Analytics Inc. is in good standing in its state of incorporation (Delaware) and in the State of California where it is qualified to do business as a foreign corporation, with references to the Certificates of Good Standing attached at Tabs 18 and 19 of this Closing Binder.
(iv) Organizational Documents: Certified copies of the Certificate of Incorporation and Bylaws of Lumos Analytics Inc., as currently in effect, are attached as exhibits to the Secretary's Certificate.
Tab 13: Officer's Certificate — Meridian Data Solutions GmbH (Conditions Precedent). Document: Officer's Certificate of Meridian Data Solutions GmbH Regarding Satisfaction of Conditions Precedent
Date: March 22, 2024
Executed By:
Florian Eckstein, Geschäftsführer, Meridian Data Solutions GmbH
Description: This Officer's Certificate is delivered by Meridian Data Solutions GmbH in connection with the closing of the Channel Reseller Program Agreement. The certificate confirms and certifies that:
(a) All conditions precedent to the obligations of Meridian Data Solutions GmbH under the Channel Reseller Program Agreement have been duly satisfied or waived as of the closing date of March 22, 2024.
(b) All representations and warranties made by Meridian Data Solutions GmbH in the Channel Reseller Program Agreement are true and correct in all material respects as of the closing date, with the same force and effect as if made on and as of such date.
(c) Meridian Data Solutions GmbH has obtained all internal corporate approvals and authorizations necessary for the execution, delivery, and performance of the Channel Reseller Program Agreement and all related documents and instruments.
(d) Evidence of Insurance: Attached to this certificate is evidence of insurance coverage maintained by Meridian Data Solutions GmbH, as required under the Channel Reseller Program Agreement, consisting of a certificate of insurance issued by Rheinland Versicherung AG under Policy No. RV-2024-1148703. The certificate confirms that Meridian maintains the required coverage levels as further described at Tab 16 of this Closing Binder.
Tab 14: Bring-Down Certificate — Representations & Warranties. Document: Joint Bring-Down Certificate — Representations & Warranties
Date: March 22, 2024
Executed By:
Authorized officers of Lumos Analytics Inc. and Meridian Data Solutions GmbH
Description: This joint bring-down certificate is delivered by both parties to the Channel Reseller Program Agreement and confirms that the representations and warranties of each party, as set forth in the Agreement, remain true, correct, and complete in all material respects as of the closing date of March 22, 2024. The bring-down certificate serves as an additional closing deliverable, supplementing the individual Officer's Certificates delivered by each party at Tabs 11 and 13, and is intended to provide reciprocal confirmation to each party that no material change in circumstances has occurred between the date of the Agreement and the closing date that would render any representation or warranty inaccurate or misleading.
VOLUME IV — INSURANCE CERTIFICATES
Tab 15: Certificate of Insurance — Lumos Analytics Inc. Document: Certificate of Insurance — Lumos Analytics Inc.
Description: Certificate of insurance evidencing the errors and omissions (E&O) and cyber liability insurance coverage maintained by Lumos Analytics Inc., as required under the Channel Reseller Program Agreement.
Insurance Details:
The certificate confirms that Lumos Analytics Inc. maintains the insurance coverage required under the Channel Reseller Program Agreement throughout the term of the Agreement. Meridian Data Solutions GmbH has been named as an additional insured under the policy to the extent required by the Agreement.
Tab 16: Certificate of Insurance — Meridian Data Solutions GmbH. Document: Certificate of Insurance — Meridian Data Solutions GmbH
Description: Certificate of insurance evidencing the insurance coverage maintained by Meridian Data Solutions GmbH, as required under the Channel Reseller Program Agreement and as referenced in and attached to the Meridian Officer's Certificate at Tab 13.
Insurance Details:
The certificate confirms that Meridian Data Solutions GmbH maintains insurance coverage meeting or exceeding the minimum levels required under the Channel Reseller Program Agreement. The required minimum coverage levels were negotiated as conditions precedent to closing and are evidenced by this certificate as attached to the Meridian Officer's Certificate at Tab 13.
VOLUME V — CORPORATE AUTHORITY AND GOOD STANDING
Tab 17: Board Resolutions — Lumos Analytics Inc. Document: Certified Copy of Resolutions of the Board of Directors of Lumos Analytics Inc.
Description: This tab contains a certified copy of the resolutions duly adopted by the Board of Directors of Lumos Analytics Inc. authorizing the execution, delivery, and performance of the Channel Reseller Program Agreement and all related documents, including the Escrow Agreement, the Data Processing Agreement, the Trademark License, the Service Level Agreement, and the sub-distributor consent letters. These resolutions were adopted by unanimous written consent of the Board of Directors dated March 20, 2024.
The board resolutions are referenced in and attached as an exhibit to the Secretary's Certificate at Tab 12 of this Closing Binder.
Tab 18: Certificate of Good Standing — Lumos Analytics Inc. (Delaware). Document: Certificate of Good Standing — Lumos Analytics Inc.
Issuing Authority: Secretary of State of the State of Delaware
Entity: Lumos Analytics Inc., a Delaware C-Corporation
Description: This tab contains a certificate of good standing (also known as a certificate of status or certificate of existence) issued by the Secretary of State of the State of Delaware, confirming that Lumos Analytics Inc. is a corporation duly organized and in good standing under the laws of the State of Delaware as of a recent date prior to closing. This certificate is referenced in the Secretary's Certificate at Tab 12.
Tab 19: Certificate of Good Standing — Lumos Analytics Inc. (California). Document: Certificate of Good Standing — Lumos Analytics Inc.
Issuing Authority: Secretary of State of the State of California
Entity: Lumos Analytics Inc., a foreign corporation qualified to transact business in the State of California
Description: This tab contains a certificate of good standing (certificate of status) issued by the Secretary of State of the State of California, confirming that Lumos Analytics Inc. is a foreign corporation duly qualified and in good standing in the State of California as of a recent date prior to closing. This certificate is referenced in the Secretary's Certificate at Tab 12.
Tab 20: Commercial Register Extract — Meridian Data Solutions GmbH. Document: Handelsregisterauszug (Commercial Register Extract) — Meridian Data Solutions GmbH
Issuing Authority: Amtsgericht München (Munich District Court, Commercial Registry Division)
HRB Number: HRB 274581
Entity: Meridian Data Solutions GmbH
Geschäftsführer: Florian Eckstein
Description: This tab contains a current extract from the Commercial Register (Handelsregister) maintained by the Amtsgericht München, confirming the registration, legal existence, and current management of Meridian Data Solutions GmbH. The extract identifies Florian Eckstein as the sole Geschäftsführer (managing director) of the company and confirms the registered office address and other key particulars of the entity. This extract was obtained in connection with the closing due diligence and serves as the German-law equivalent of a certificate of good standing for purposes of confirming Meridian's corporate authority and legal existence.
VOLUME VI — FUNDS FLOW AND PAYMENT INSTRUCTIONS
Tab 21: Funds Flow Memorandum — Escrow & Payment Mechanics. Document: Funds Flow Memorandum
Description: This memorandum details the mechanics for the flow of funds under the Channel Reseller Program Agreement, including the quarterly MAC payment process, the escrow holdback deposit mechanism, and the wire transfer instructions for each party and the escrow agent.
Payment Flow:
The quarterly MAC payments flow as follows:
1. Meridian Data Solutions GmbH remits payment via wire transfer from its account at:
Zarvenische Handelsbank AG Relationship Manager: Thomas Weidner Promenadeplatz 12, 80333 München, Germany
2. Payment is split into two components:
(a) 95% of the quarterly MAC payment is remitted directly to Lumos Analytics Inc. at:
Pinnacle National Bank, N.A. Relationship Manager: David Okonkwo 555 California Street, San Francisco, California 94104
(b) 5% of the quarterly MAC payment (escrow holdback) is remitted to:
Evergreen Trust Company, N.A. Escrow Officer: Maria Gutierrez 400 South Hope Street, Suite 1100, Los Angeles, California 90071
Year 1 Payment Breakdown:
The Funds Flow Memorandum includes the complete wire transfer instructions and account details for each of the above-referenced financial institutions, including ABA routing numbers, SWIFT/BIC codes, account numbers, and beneficiary references. The memorandum also specifies the wire transfer reference format to be used for each payment to facilitate identification and reconciliation of incoming funds.
All payments are to be made in United States Dollars (USD). Currency conversion from Euros or other local currencies, if applicable, is the responsibility of Meridian Data Solutions GmbH, and all currency conversion costs and foreign exchange risk are borne by Meridian.
VOLUME VII — CORRESPONDENCE
Tab 22: Engagement Letter — Calderwood & Harkness LLP to Lumos Analytics Inc. Document: Engagement Letter
Date: January 30, 2024
From: Calderwood & Harkness LLP
To: Daniel Ostroff, Vice President, Legal & Compliance, Lumos Analytics Inc., 4700 Sandhill Road, Suite 300, Palo Alto, California 94304
Matter Number: 1008-00010
Description: This tab contains the engagement letter pursuant to which Calderwood & Harkness LLP was retained by Lumos Analytics Inc. to provide legal services in connection with the negotiation, drafting, and closing of the Channel Reseller Program Agreement with Meridian Data Solutions GmbH. The engagement letter sets forth the scope of the representation, the fee arrangement, the billing procedures, and the identity of the engagement team.
Engagement Team:
Tab 23: Cover Letter — C&H to Kessler Hartmann Transmitting Initial Draft. Document: Cover Letter
Date: February 12, 2024
From: Howard Bellamy, Partner, Calderwood & Harkness LLP, 801 South Figueroa Street, Suite 4200, Los Angeles, California 90017
To: Dr. Stefan Kessler, Partner, Kessler Hartmann Rechtsanwälte PartG mbB, Maximilianstraße 35, 80539 München, Germany