1008-00010 · Lumos Analytics Inc · Closing

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OFFICER'S CERTIFICATE OF LUMOS ANALYTICS INC.

Conditions Precedent Certificate Pursuant to the Channel Reseller Program Agreement

March 22, 2024

Calderwood & Harkness LLP Matter No. 1008-00010

Reference: Channel Reseller Program Agreement dated March 22, 2024 (the "Agreement"), by and between Lumos Analytics Inc., a Delaware corporation ("Lumos" or the "Company"), and Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany ("Meridian" or the "Reseller").

RECITALS

WHEREAS, this Officer's Certificate (this "Certificate") is being delivered pursuant to the conditions precedent set forth in the Channel Reseller Program Agreement dated March 22, 2024, by and between Lumos Analytics Inc., a corporation duly organized and validly existing under the laws of the State of Delaware, and Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung organized and existing under the laws of the Federal Republic of Germany;

WHEREAS, the Agreement provides for the non-exclusive resale by Meridian of subscriptions to the Company's Lumos Prism™ software-as-a-service platform (the "Licensed Products") within the territory comprising Europe (including the United Kingdom), the Middle East, and Africa (the "EMEA Territory"), subject to the terms, conditions, pricing, and obligations set forth therein;

WHEREAS, the transactions contemplated by the Agreement have an aggregate Total Contract Value of Thirty Million United States Dollars ($30,000,000) over the five-year initial term commencing on April 1, 2024 and expiring on March 31, 2029, subject to renewal and adjustment as provided in the Agreement;

WHEREAS, each of the undersigned, Priya Raghavan, in her capacity as Chief Executive Officer of Lumos Analytics Inc., and Marcus Ellenberg, in his capacity as Chief Financial Officer of Lumos Analytics Inc., are duly elected, qualified, and acting officers of the Company, and each is duly authorized by the Board of Directors of the Company to execute and deliver this Certificate on behalf of the Company in connection with the transactions contemplated by the Agreement;

WHEREAS, this Certificate is being delivered in connection with the closing of the transactions contemplated by the Agreement, which closing is occurring on the date hereof, March 22, 2024 (the "Closing Date"); and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

NOW, THEREFORE, each of the undersigned officers of Lumos Analytics Inc. hereby certifies, represents, and warrants, severally and not jointly, as follows:

SECTION 1: IDENTIFICATION OF CERTIFYING OFFICERS

Each of the undersigned certifying officers hereby identifies himself or herself as follows:

1.1 Priya Raghavan is the Chief Executive Officer of Lumos Analytics Inc., a Delaware C-Corporation with its principal place of business located at 4700 Sandhill Road, Suite 300, Palo Alto, California 94304. Ms. Raghavan has served as the Chief Executive Officer of the Company since February 2019 and is duly elected, qualified, and acting in such capacity as of the date hereof.

1.2 Marcus Ellenberg is the Chief Financial Officer of Lumos Analytics Inc. Mr. Ellenberg has served as the Chief Financial Officer of the Company since August 2021 and is duly elected, qualified, and acting in such capacity as of the date hereof.

1.3 Each of the undersigned has personal knowledge of the facts, matters, and circumstances set forth in this Certificate, has made such inquiries and investigations as he or she has deemed necessary or appropriate to confirm the accuracy of the certifications, representations, and warranties contained herein, and is duly authorized by the Board of Directors of Lumos Analytics Inc. to execute and deliver this Certificate on behalf of the Company. Each of the undersigned understands that Meridian Data Solutions GmbH and its counsel are relying on the truth, accuracy, and completeness of this Certificate in connection with the closing of the transactions contemplated by the Agreement.

SECTION 2: CERTIFICATION OF SATISFACTION OF CONDITIONS PRECEDENT

The undersigned hereby certify that all conditions precedent to the obligations of Lumos under the Agreement that are required to be satisfied on or prior to the Closing Date (March 22, 2024) have been duly satisfied in full or, where expressly permitted by the Agreement, waived in writing by the party entitled to the benefit of such condition. Without limiting the generality of the foregoing, the undersigned specifically certify as follows:

2.1 Execution and Delivery of Transaction Documents

(a) The Agreement (Channel Reseller Program Agreement dated as of March 22, 2024) has been duly executed and delivered by an authorized officer of Lumos Analytics Inc. in accordance with the corporate authorization described in Section 2.2 below. A fully executed counterpart of the Agreement has been delivered to Meridian and its counsel.

(b) The following Exhibits to the Agreement have been finalized, duly approved by the parties, and attached to the executed Agreement as integral parts thereof:

(i) Exhibit A — Licensed Products & Pricing Schedule. Exhibit A sets forth a complete and accurate description of the Licensed Products, consisting of the Lumos Prism™ platform and all associated modules, features, and functionalities included within the scope of the reseller arrangement. Exhibit A further sets forth the applicable EMEA list prices for each subscription tier and the thirty percent (30%) reseller discount to which Meridian is entitled on all sales of Licensed Products within the EMEA Territory.

(ii) Exhibit B — EMEA Territory & Sub-Distributor Authorization. Exhibit B defines the geographic scope of the EMEA Territory, which encompasses all countries within Europe (including, without limitation, all member states of the European Union, the member states of the European Free Trade Association, and the United Kingdom of Great Britain and Northern Ireland), the Middle East (including, without limitation, the United Arab Emirates, the Kingdom of Saudi Arabia, the State of Qatar, the State of Israel, and the Republic of Turkey), and Africa. Exhibit B further identifies and authorizes the following pre-approved sub-distributors of Meridian for the EMEA Territory: (A) Meridian Data Solutions UK Ltd, and (B) Meridian Data Solutions SARL.

(iii) Exhibit C — Data Processing Agreement with GDPR Standard Contractual Clauses. Exhibit C contains the Data Processing Agreement entered into between Lumos (as data processor) and Meridian (as data controller) in compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council (the "General Data Protection Regulation" or "GDPR") and the UK General Data Protection Regulation, as applicable. The Data Processing Agreement incorporates the Standard Contractual Clauses adopted by European Commission Implementing Decision (EU) 2021/914, Module Two (Controller-to-Processor), and includes all necessary annexes describing the subject matter, duration, nature, and purpose of the processing, the categories of data subjects and personal data, and the technical and organizational security measures implemented by Lumos.

(iv) Exhibit D — Trademark License & Brand Guidelines. Exhibit D sets forth the terms and conditions of the limited, non-exclusive, non-transferable, revocable trademark license granted by Lumos to Meridian for the use of the Lumos Prism™ name, logo, and associated marketing materials in connection with the marketing, promotion, and resale of Licensed Products within the EMEA Territory, together with the Company's brand guidelines and quality standards applicable to Meridian's use of such marks.

(v) Exhibit E — Service Level Agreement. Exhibit E contains the Service Level Agreement pursuant to which Lumos commits to maintain a platform availability of not less than ninety-nine and ninety-five hundredths percent (99.95%) uptime, measured on a monthly basis, for the Lumos Prism™ platform, and sets forth the applicable service level credits, escalation procedures, and remedies in the event of any failure to meet such commitment.

(vi) Exhibit F — Minimum Annual Commitment Schedule. Exhibit F sets forth the Minimum Annual Commitment ("MAC") amounts applicable to each year of the initial five-year term of the Agreement, as follows:

• 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

The aggregate of the Minimum Annual Commitments for the initial five-year term equals the Total Contract Value of $30,000,000.

(c) The Escrow Agreement among Lumos Analytics Inc., Meridian Data Solutions GmbH, and Evergreen Trust Company, N.A., in its capacity as escrow agent (the "Escrow Agent"), has been duly executed and delivered by all parties thereto. The Escrow Agreement governs the establishment, maintenance, and release of the escrow fund consisting of five percent (5%) of quarterly payments made by Meridian to Lumos under the Agreement, to be held by the Escrow Agent in a segregated escrow account for the purpose of securing potential indemnification claims arising under the Agreement (the "Escrow Fund"). The terms and conditions of the Escrow Agreement are consistent with the requirements set forth in the Agreement.

(d) The Sub-Distributor Consent Letters for each of the pre-approved sub-distributors identified in Exhibit B have been duly executed and delivered, as follows:

(i) Sub-Distributor Consent Letter executed by Meridian Data Solutions UK Ltd, a private limited company registered with Companies House under company number 12847391, acknowledging and consenting to the terms and conditions applicable to sub-distributors under the Agreement; and

(ii) Sub-Distributor Consent Letter executed by Meridian Data Solutions SARL, a société à responsabilité limitée registered with the Registre du Commerce et des Sociétés under SIREN number 912 483 057, acknowledging and consenting to the terms and conditions applicable to sub-distributors under the Agreement.

2.2 Corporate Authorization

(a) The Board of Directors of Lumos Analytics Inc. has duly adopted resolutions authorizing the execution, delivery, and performance by the Company of the Agreement and all ancillary documents, instruments, and agreements contemplated thereby, including without limitation the Escrow Agreement, the Sub-Distributor Consent Letters, and this Certificate. Such resolutions were adopted at a duly convened meeting of the Board of Directors at which a quorum was present and acting, and such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date hereof.

(b) A Secretary's Certificate, executed by the Secretary of Lumos Analytics Inc., certifying (i) the adoption of the Board Resolutions described in Section 2.2(a) above, (ii) the incumbency of the officers authorized to execute the Agreement and the ancillary documents on behalf of the Company, and (iii) the authenticity of the specimen signatures of such officers, has been delivered concurrently herewith to Meridian and its counsel.

2.3 Insurance. (a) Lumos Analytics Inc. has obtained and currently maintains errors and omissions ("E&O") and cyber liability insurance coverage meeting or exceeding the requirements set forth in the Agreement. Such coverage is provided under a combined policy issued by Atlas Mutual Insurance Company, bearing Policy No. AML-TECH-2024-07829 (the "Insurance Policy"), with the following coverage limits:

(i) Ten Million United States Dollars ($10,000,000) per occurrence; and

(ii) Twenty Million United States Dollars ($20,000,000) in the aggregate.

(b) The Insurance Policy is currently in full force and effect, all premiums due thereunder have been paid, and the Company has not received any notice of cancellation, non-renewal, or material modification of such policy. The Insurance Policy has been arranged through Ridgepoint Insurance Brokers Inc. (Sandra Nwosu, Account Executive), and a certificate of insurance evidencing such coverage and naming Meridian Data Solutions GmbH as an additional insured, to the extent required by the Agreement, has been delivered to Meridian concurrently herewith.

2.4 Regulatory and Compliance Matters

(a) All material governmental, regulatory, and third-party approvals, consents, authorizations, and compliance confirmations that are required in connection with the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby have been obtained and are in full force and effect, or, to the extent that no such approval, consent, authorization, or confirmation is required, the undersigned so confirm. There are no material governmental, regulatory, or third-party approvals, consents, or authorizations that remain outstanding or that constitute conditions to the effectiveness of the Agreement that have not been satisfied as of the date hereof.

(b) The Company's export control and economic sanctions compliance review in connection with the transactions contemplated by the Agreement has been completed. Based on such review, the undersigned confirm that Lumos Analytics Inc. is in compliance with all applicable export control laws and regulations, including without limitation the U.S. Export Administration Regulations ("EAR," 15 C.F.R. Parts 730–774), the European Union Dual-Use Regulation (Regulation (EU) 2021/821 of the European Parliament and of the Council), and all applicable economic sanctions programs administered by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC"), including without limitation the Specially Designated Nationals and blocked Persons List, the Sectoral Sanctions Identifications List, and all country-based sanctions programs. The Company has implemented appropriate screening procedures and internal controls to ensure ongoing compliance with such laws and regulations throughout the term of the Agreement.

(c) All measures necessary to ensure compliance with the General Data Protection Regulation (Regulation (EU) 2016/679) and the UK General Data Protection Regulation (as retained and amended under the Data Protection Act 2018 and the European Union (Withdrawal) Act 2018) are in place and operational. Such measures include, without limitation: (i) the execution and delivery of the Data Processing Agreement attached as Exhibit C to the Agreement, incorporating Standard Contractual Clauses (Module Two — Controller-to-Processor) adopted by European Commission Implementing Decision (EU) 2021/914; (ii) the implementation of appropriate technical and organizational security measures; and (iii) the localization of all personal data processed in connection with the EMEA Territory at the Company's designated data center operated by Stratos Cloud Services AG, located in Frankfurt am Main, Germany, ensuring that such data is stored and processed within the European Economic Area in accordance with applicable data protection requirements.

2.5 No Legal Impediment

(a) No order, injunction, decree, ruling, or judgment of any court, tribunal, arbitral body, or governmental authority of competent jurisdiction, whether domestic or foreign, is in effect as of the date hereof that would prevent, prohibit, restrain, or materially impair the execution, delivery, or performance by Lumos of the Agreement or the consummation of the transactions contemplated thereby.

(b) No action, suit, litigation, investigation, proceeding, or claim (whether civil, criminal, administrative, or regulatory) is pending or, to the knowledge of the undersigned (after due inquiry and investigation), threatened against Lumos Analytics Inc., any of its subsidiaries, or any of their respective officers, directors, or employees that would (i) materially affect the Company's ability to perform its obligations under the Agreement, (ii) seek to enjoin or restrain the consummation of the transactions contemplated by the Agreement, or (iii) result in a Material Adverse Change (as defined in the Agreement and as referenced in Section 4 below) with respect to the Company, its business, assets, financial condition, or results of operations.

SECTION 3: REPRESENTATIONS AND WARRANTIES BRING-DOWN

The undersigned hereby certify that all representations and warranties of Lumos Analytics Inc. contained in the Agreement (including, without limitation, those set forth in Article V thereof) are true, correct, and complete in all material respects as of the date hereof, March 22, 2024, with the same force and effect as though such representations and warranties had been made on and as of the date hereof (except for any representation or warranty that speaks as of a specific date, which shall be true, correct, and complete in all material respects as of such specific date). Without limiting the generality of the foregoing, the undersigned specifically confirm each of the following:

(a) Organization and Good Standing. Lumos Analytics Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company's principal place of business is located at 4700 Sandhill Road, Suite 300, Palo Alto, California 94304. The Company's registered agent for service of process in the State of Delaware is Pacific Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801. The Company is duly qualified and authorized to conduct business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification.

(b) Corporate Power and Authority. Lumos Analytics Inc. has the corporate power and authority to enter into, execute, deliver, and perform the Agreement and each of the ancillary documents executed in connection therewith, and to consummate the transactions contemplated thereby. The execution, delivery, and performance of the Agreement and such ancillary documents have been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, the approval of the Board of Directors of the Company.

(c) No Conflicts. The execution, delivery, and performance by Lumos of the Agreement and the ancillary documents executed in connection therewith does not and will not (i) violate or conflict with the certificate of incorporation, bylaws, or other organizational documents of the Company, (ii) violate or conflict with any applicable law, statute, rule, regulation, order, judgment, or decree of any governmental authority binding upon the Company, or (iii) result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, or acceleration under any agreement, contract, instrument, obligation, indenture, or other arrangement to which the Company is a party or by which the Company or any of its assets may be bound.

(d) intellectual Property. Lumos Analytics Inc. is the sole and exclusive owner of, or has valid and enforceable licenses to, all intellectual property rights in and to the Lumos Prism™ platform, including without limitation all patents, patent applications, copyrights, trade secrets, trademarks, service marks, trade names, domain names, software code (source and object), algorithms, databases, data models, documentation, and related know-how embodied in or associated with the Licensed Products. The licensing of the Lumos Prism™ name, logo, and marketing materials to Meridian as contemplated by the Agreement and Exhibit D thereto does not and will not infringe upon, misappropriate, or otherwise violate any intellectual property right, proprietary right, or other right of any third party. There are no claims, actions, or proceedings pending or, to the knowledge of the undersigned, threatened by any third party alleging infringement, misappropriation, or violation of any intellectual property right in connection with the Licensed Products.

(e) Anti-Corruption Compliance. Lumos Analytics Inc. is in compliance in all material respects with all applicable anti-corruption and anti-bribery laws, statutes, and regulations, including without limitation the United States Foreign Corrupt Practices Act of 1977, as amended (the "FCPA," 15 U.S.C. §§ 78dd-1 et seq.), the United Kingdom Bribery Act 2010, and all applicable implementing regulations and guidance thereunder. The Company has implemented and maintains an anti-corruption compliance program that includes written policies and procedures, periodic training, and monitoring and enforcement mechanisms reasonably designed to prevent and detect violations of applicable anti-corruption laws. Neither the Company nor any of its officers, directors, employees, agents, or representatives has, directly or indirectly, offered, promised, paid, given, or authorized the payment or giving of any money, property, gift, or anything of value to any government official, political party, or any other person for the purpose of improperly obtaining or retaining business or any improper advantage in connection with the transactions contemplated by the Agreement.

(f) Export Control and Sanctions Compliance. Lumos Analytics Inc. is in compliance in all material respects with all applicable export control laws and regulations, including without limitation the U.S. Export Administration Regulations (15 C.F.R. Parts 730–774), and all applicable economic sanctions laws, regulations, and programs administered by OFAC, including without limitation Executive Order 13224 and all country-based and list-based sanctions programs. The Licensed Products are classified under Export Control Classification Number ("ECCN") 5D992, and no export license or other governmental authorization is required for the export of the Licensed Products to the EMEA Territory as contemplated by the Agreement, other than authorizations that have been obtained and are in full force and effect.

(g) Financial Information. All financial information that has been provided by Lumos to Meridian in connection with the negotiation and execution of the Agreement and the transactions contemplated thereby is true, correct, and complete in all material respects. Without limiting the foregoing, the Company's fiscal year 2023 annual recurring revenue ("ARR") is One Hundred Eighty-Seven Million Four Hundred Thousand United States Dollars ($187,400,000), as reflected in the Company's audited financial statements for the fiscal year ended December 31, 2023, which were audited by Whitmore Paige & Co. LLP (Gregory Chen, Audit Partner) in accordance with generally accepted auditing standards as promulgated by the Public Company Accounting Oversight Board. Such audited financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered and present fairly, in all material respects, the financial position, results of operations, and cash flows of the Company as of and for the periods indicated.

SECTION 4: NO MATERIAL ADVERSE CHANGE

The undersigned hereby certify that since January 30, 2024 (the date of engagement and commencement of negotiations between the parties in connection with the transactions contemplated by the Agreement), no Material Adverse Change (as defined in the Agreement) has occurred with respect to Lumos Analytics Inc. or any of its subsidiaries, or with respect to the business, assets, properties, liabilities, financial condition, results of operations, or prospects of the Company or any of its subsidiaries. For purposes of this Certificate, "Material Adverse Change" shall have the meaning ascribed to such term in Section 1.1 of the Agreement, and shall include any event, circumstance, development, change, occurrence, condition, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, assets, properties, liabilities, financial condition, or results of operations of the Company and its subsidiaries, taken as a whole, or (b) the ability of the Company to perform its obligations under the Agreement or to consummate the transactions contemplated thereby.

Without limiting the generality of the foregoing, the undersigned confirm that the Company's operations, including without limitation the Lumos Prism™ platform infrastructure and all associated services, continue to operate in the ordinary course of business consistent with past practice. The Company's primary platform infrastructure for the EMEA Territory is hosted at the data center operated by Stratos Cloud Services AG, located in Frankfurt am Main, Germany, and such infrastructure has been operating within the uptime and performance parameters specified in Exhibit E to the Agreement. No material security incidents, data breaches, or system outages affecting the Licensed Products have occurred since January 30, 2024.

SECTION 5: GOOD STANDING AND ORGANIZATIONAL MATTERS

5.1 The undersigned hereby certify that Lumos Analytics Inc. is in good standing in its state of incorporation, the State of Delaware, as evidenced by a certificate of good standing issued by the Secretary of State of the State of Delaware dated no earlier than five (5) business days prior to the date hereof.

5.2 The undersigned further certify that Lumos Analytics Inc. is in good standing and duly qualified to transact business in the State of California, the jurisdiction in which its principal place of business is located, as evidenced by a certificate of status issued by the California Secretary of State dated no earlier than five (5) business days prior to the date hereof.

5.3 The Company's Employer Identification Number (EIN), as assigned by the Internal Revenue Service, is 84-3291056.

5.4 The Secretary's Certificate delivered concurrently herewith by the Secretary of Lumos Analytics Inc. attaches true, correct, and complete copies of (a) the Company's Certificate of Incorporation, as amended through the date hereof and as filed with the Secretary of State of the State of Delaware, (b) the Company's Amended and Restated Bylaws, as in effect on the date hereof, and (c) incumbency certifications for the officers authorized to execute the Agreement and the ancillary documents on behalf of the Company, including Priya Raghavan, Chief Executive Officer, and Marcus Ellenberg, Chief Financial Officer, together with specimen signatures for each such officer.

SECTION 6: ESCROW AND PAYMENT READINESS

6.1 Escrow Arrangement. The undersigned confirm that Lumos Analytics Inc. has established the escrow arrangement contemplated by the Agreement and the Escrow Agreement with Evergreen Trust Company, N.A., acting as Escrow Agent. The contact information for the Escrow Agent is as follows:

Evergreen Trust Company, N.A.

Attention: Maria Gutierrez, Escrow Officer

400 South Hope Street, Suite 1100 Los Angeles, California 90071

The escrow account has been established and is ready to receive the five percent (5%) holdback of each quarterly payment made by Meridian to Lumos under the Agreement. Such holdback amounts shall be deposited into the escrow account and held, invested, and released by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement for the purpose of securing potential indemnification claims arising under the Agreement.

6.2 Banking and Payment Readiness. The undersigned confirm that Lumos Analytics Inc.'s primary banking institution, Pinnacle National Bank, N.A., is prepared to receive wire transfers of reseller fees payable by Meridian to Lumos under the Agreement. The Company's banking relationship is managed through the following contact:

Pinnacle National Bank, N.A.

Attention: David Okonkwo, Relationship Manager

555 California Street San Francisco, California 94104

Wire transfer instructions for payments under the Agreement have been provided separately to Meridian and its counsel in accordance with the procedures set forth in the Agreement. The Company confirms that all banking arrangements necessary to receive, process, and account for payments under the Agreement are in place and fully operational.

6.3 Year 1 Payment Schedule. Pursuant to the Minimum Annual Commitment Schedule set forth in Exhibit F to the Agreement, Year 1 quarterly MAC payments shall be in the amount of One Million One Hundred Twenty-Five Thousand United States Dollars ($1,125,000) per quarter, with Fifty-Six Thousand Two Hundred Fifty United States Dollars ($56,250) per quarter directed to the escrow account maintained by Evergreen Trust Company, N.A., resulting in a net quarterly payment to Lumos of One Million Sixty-Eight Thousand Seven Hundred Fifty United States Dollars ($1,068,750). The foregoing quarterly payment amounts are consistent with the Year 1 Minimum Annual Commitment of $4,500,000 and the five percent (5%) escrow holdback rate specified in the Agreement.

SECTION 7: RELIANCE

7.1 This Certificate is being delivered to Meridian Data Solutions GmbH and its counsel, Kessler Hartmann Rechtsanwälte PartG mbB (Dr. Stefan Kessler), in connection with the closing of the transactions contemplated by the Agreement on the Closing Date, March 22, 2024.

7.2 Meridian Data Solutions GmbH and its counsel, Kessler Hartmann Rechtsanwälte PartG mbB, are entitled to rely upon the certifications, representations, warranties, and confirmations set forth in this Certificate in connection with the closing of the transactions contemplated by the Agreement. Each of the undersigned acknowledges and agrees that the delivery of this Certificate constitutes a material inducement to Meridian's willingness to consummate the transactions contemplated by the Agreement.

7.3 The delivery of this Certificate shall not limit, modify, or otherwise affect the representations, warranties, covenants, or agreements of Lumos Analytics Inc. set forth in the Agreement, each of which shall survive in accordance with its terms. Nothing contained in this Certificate is intended to, nor shall it, expand or diminish the rights, remedies, or obligations of any party under the Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Officer's Certificate as of the date first written above.

LUMOS ANALYTICS INC.

By: ________

Name: Priya Raghavan

Title: Chief Executive Officer

Date: March 22, 2024

LUMOS ANALYTICS INC.

By: ________

Name: Marcus Ellenberg

Title: Chief Financial Officer

Date: March 22, 2024

Address for Notices:

Lumos Analytics Inc. 4700 Sandhill Road, Suite 300 Palo Alto, California 94304

Attention: Daniel Ostroff, VP, Legal & Compliance

OFFICER'S CERTIFICATE OF LUMOS ANALYTICS INC.
Conditions Precedent Certificate Pursuant to the Channel Reseller Program Agreement
March 22, 2024
Calderwood & Harkness LLP Matter No. 1008-00010
Reference: Channel Reseller Program Agreement dated March 22, 2024 (the "Agreement"), by and between Lumos Analytics Inc., a Delaware corporation ("Lumos" or the "Company"), and Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany ("Meridian" or the "Reseller").
RECITALS
WHEREAS, this Officer's Certificate (this "Certificate") is being delivered pursuant to the conditions precedent set forth in the Channel Reseller Program Agreement dated March 22, 2024, by and between Lumos Analytics Inc., a corporation duly organized and validly existing under the laws of the State of Delaware, and Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung organized and existing under the laws of the Federal Republic of Germany;
WHEREAS, the Agreement provides for the non-exclusive resale by Meridian of subscriptions to the Company's Lumos Prism™ software-as-a-service platform (the "Licensed Products") within the territory comprising Europe (including the United Kingdom), the Middle East, and Africa (the "EMEA Territory"), subject to the terms, conditions, pricing, and obligations set forth therein;
WHEREAS, the transactions contemplated by the Agreement have an aggregate Total Contract Value of Thirty Million United States Dollars ($30,000,000) over the five-year initial term commencing on April 1, 2024 and expiring on March 31, 2029, subject to renewal and adjustment as provided in the Agreement;
WHEREAS, each of the undersigned, Priya Raghavan, in her capacity as Chief Executive Officer of Lumos Analytics Inc., and Marcus Ellenberg, in his capacity as Chief Financial Officer of Lumos Analytics Inc., are duly elected, qualified, and acting officers of the Company, and each is duly authorized by the Board of Directors of the Company to execute and deliver this Certificate on behalf of the Company in connection with the transactions contemplated by the Agreement;
WHEREAS, this Certificate is being delivered in connection with the closing of the transactions contemplated by the Agreement, which closing is occurring on the date hereof, March 22, 2024 (the "Closing Date"); and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
NOW, THEREFORE, each of the undersigned officers of Lumos Analytics Inc. hereby certifies, represents, and warrants, severally and not jointly, as follows:
SECTION 1: IDENTIFICATION OF CERTIFYING OFFICERS
Each of the undersigned certifying officers hereby identifies himself or herself as follows:
1.1 Priya Raghavan is the Chief Executive Officer of Lumos Analytics Inc., a Delaware C-Corporation with its principal place of business located at 4700 Sandhill Road, Suite 300, Palo Alto, California 94304. Ms. Raghavan has served as the Chief Executive Officer of the Company since February 2019 and is duly elected, qualified, and acting in such capacity as of the date hereof.
1.2 Marcus Ellenberg is the Chief Financial Officer of Lumos Analytics Inc. Mr. Ellenberg has served as the Chief Financial Officer of the Company since August 2021 and is duly elected, qualified, and acting in such capacity as of the date hereof.
1.3 Each of the undersigned has personal knowledge of the facts, matters, and circumstances set forth in this Certificate, has made such inquiries and investigations as he or she has deemed necessary or appropriate to confirm the accuracy of the certifications, representations, and warranties contained herein, and is duly authorized by the Board of Directors of Lumos Analytics Inc. to execute and deliver this Certificate on behalf of the Company. Each of the undersigned understands that Meridian Data Solutions GmbH and its counsel are relying on the truth, accuracy, and completeness of this Certificate in connection with the closing of the transactions contemplated by the Agreement.
SECTION 2: CERTIFICATION OF SATISFACTION OF CONDITIONS PRECEDENT
The undersigned hereby certify that all conditions precedent to the obligations of Lumos under the Agreement that are required to be satisfied on or prior to the Closing Date (March 22, 2024) have been duly satisfied in full or, where expressly permitted by the Agreement, waived in writing by the party entitled to the benefit of such condition. Without limiting the generality of the foregoing, the undersigned specifically certify as follows:
2.1 Execution and Delivery of Transaction Documents
(a) The Agreement (Channel Reseller Program Agreement dated as of March 22, 2024) has been duly executed and delivered by an authorized officer of Lumos Analytics Inc. in accordance with the corporate authorization described in Section 2.2 below. A fully executed counterpart of the Agreement has been delivered to Meridian and its counsel.
(b) The following Exhibits to the Agreement have been finalized, duly approved by the parties, and attached to the executed Agreement as integral parts thereof:
(i) Exhibit A — Licensed Products & Pricing Schedule. Exhibit A sets forth a complete and accurate description of the Licensed Products, consisting of the Lumos Prism™ platform and all associated modules, features, and functionalities included within the scope of the reseller arrangement. Exhibit A further sets forth the applicable EMEA list prices for each subscription tier and the thirty percent (30%) reseller discount to which Meridian is entitled on all sales of Licensed Products within the EMEA Territory.
(ii) Exhibit B — EMEA Territory & Sub-Distributor Authorization. Exhibit B defines the geographic scope of the EMEA Territory, which encompasses all countries within Europe (including, without limitation, all member states of the European Union, the member states of the European Free Trade Association, and the United Kingdom of Great Britain and Northern Ireland), the Middle East (including, without limitation, the United Arab Emirates, the Kingdom of Saudi Arabia, the State of Qatar, the State of Israel, and the Republic of Turkey), and Africa. Exhibit B further identifies and authorizes the following pre-approved sub-distributors of Meridian for the EMEA Territory: (A) Meridian Data Solutions UK Ltd, and (B) Meridian Data Solutions SARL.
(iii) Exhibit C — Data Processing Agreement with GDPR Standard Contractual Clauses. Exhibit C contains the Data Processing Agreement entered into between Lumos (as data processor) and Meridian (as data controller) in compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council (the "General Data Protection Regulation" or "GDPR") and the UK General Data Protection Regulation, as applicable. The Data Processing Agreement incorporates the Standard Contractual Clauses adopted by European Commission Implementing Decision (EU) 2021/914, Module Two (Controller-to-Processor), and includes all necessary annexes describing the subject matter, duration, nature, and purpose of the processing, the categories of data subjects and personal data, and the technical and organizational security measures implemented by Lumos.
(iv) Exhibit D — Trademark License & Brand Guidelines. Exhibit D sets forth the terms and conditions of the limited, non-exclusive, non-transferable, revocable trademark license granted by Lumos to Meridian for the use of the Lumos Prism™ name, logo, and associated marketing materials in connection with the marketing, promotion, and resale of Licensed Products within the EMEA Territory, together with the Company's brand guidelines and quality standards applicable to Meridian's use of such marks.
(v) Exhibit E — Service Level Agreement. Exhibit E contains the Service Level Agreement pursuant to which Lumos commits to maintain a platform availability of not less than ninety-nine and ninety-five hundredths percent (99.95%) uptime, measured on a monthly basis, for the Lumos Prism™ platform, and sets forth the applicable service level credits, escalation procedures, and remedies in the event of any failure to meet such commitment.
(vi) Exhibit F — Minimum Annual Commitment Schedule. Exhibit F sets forth the Minimum Annual Commitment ("MAC") amounts applicable to each year of the initial five-year term of the Agreement, as follows:
•  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
The aggregate of the Minimum Annual Commitments for the initial five-year term equals the Total Contract Value of $30,000,000.
(c) The Escrow Agreement among Lumos Analytics Inc., Meridian Data Solutions GmbH, and Evergreen Trust Company, N.A., in its capacity as escrow agent (the "Escrow Agent"), has been duly executed and delivered by all parties thereto. The Escrow Agreement governs the establishment, maintenance, and release of the escrow fund consisting of five percent (5%) of quarterly payments made by Meridian to Lumos under the Agreement, to be held by the Escrow Agent in a segregated escrow account for the purpose of securing potential indemnification claims arising under the Agreement (the "Escrow Fund"). The terms and conditions of the Escrow Agreement are consistent with the requirements set forth in the Agreement.
(d) The Sub-Distributor Consent Letters for each of the pre-approved sub-distributors identified in Exhibit B have been duly executed and delivered, as follows:
(i) Sub-Distributor Consent Letter executed by Meridian Data Solutions UK Ltd, a private limited company registered with Companies House under company number 12847391, acknowledging and consenting to the terms and conditions applicable to sub-distributors under the Agreement; and
(ii) Sub-Distributor Consent Letter executed by Meridian Data Solutions SARL, a société à responsabilité limitée registered with the Registre du Commerce et des Sociétés under SIREN number 912 483 057, acknowledging and consenting to the terms and conditions applicable to sub-distributors under the Agreement.
2.2 Corporate Authorization
(a) The Board of Directors of Lumos Analytics Inc. has duly adopted resolutions authorizing the execution, delivery, and performance by the Company of the Agreement and all ancillary documents, instruments, and agreements contemplated thereby, including without limitation the Escrow Agreement, the Sub-Distributor Consent Letters, and this Certificate. Such resolutions were adopted at a duly convened meeting of the Board of Directors at which a quorum was present and acting, and such resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date hereof.
(b) A Secretary's Certificate, executed by the Secretary of Lumos Analytics Inc., certifying (i) the adoption of the Board Resolutions described in Section 2.2(a) above, (ii) the incumbency of the officers authorized to execute the Agreement and the ancillary documents on behalf of the Company, and (iii) the authenticity of the specimen signatures of such officers, has been delivered concurrently herewith to Meridian and its counsel.
2.3 Insurance.  (a) Lumos Analytics Inc. has obtained and currently maintains errors and omissions ("E&O") and cyber liability insurance coverage meeting or exceeding the requirements set forth in the Agreement. Such coverage is provided under a combined policy issued by Atlas Mutual Insurance Company, bearing Policy No. AML-TECH-2024-07829 (the "Insurance Policy"), with the following coverage limits:
(i) Ten Million United States Dollars ($10,000,000) per occurrence; and
(ii) Twenty Million United States Dollars ($20,000,000) in the aggregate.
(b) The Insurance Policy is currently in full force and effect, all premiums due thereunder have been paid, and the Company has not received any notice of cancellation, non-renewal, or material modification of such policy. The Insurance Policy has been arranged through Ridgepoint Insurance Brokers Inc. (Sandra Nwosu, Account Executive), and a certificate of insurance evidencing such coverage and naming Meridian Data Solutions GmbH as an additional insured, to the extent required by the Agreement, has been delivered to Meridian concurrently herewith.
2.4 Regulatory and Compliance Matters
(a) All material governmental, regulatory, and third-party approvals, consents, authorizations, and compliance confirmations that are required in connection with the execution, delivery, and performance of the Agreement and the consummation of the transactions contemplated thereby have been obtained and are in full force and effect, or, to the extent that no such approval, consent, authorization, or confirmation is required, the undersigned so confirm. There are no material governmental, regulatory, or third-party approvals, consents, or authorizations that remain outstanding or that constitute conditions to the effectiveness of the Agreement that have not been satisfied as of the date hereof.
(b) The Company's export control and economic sanctions compliance review in connection with the transactions contemplated by the Agreement has been completed. Based on such review, the undersigned confirm that Lumos Analytics Inc. is in compliance with all applicable export control laws and regulations, including without limitation the U.S. Export Administration Regulations ("EAR," 15 C.F.R. Parts 730–774), the European Union Dual-Use Regulation (Regulation (EU) 2021/821 of the European Parliament and of the Council), and all applicable economic sanctions programs administered by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC"), including without limitation the Specially Designated Nationals and blocked Persons List, the Sectoral Sanctions Identifications List, and all country-based sanctions programs. The Company has implemented appropriate screening procedures and internal controls to ensure ongoing compliance with such laws and regulations throughout the term of the Agreement.
(c) All measures necessary to ensure compliance with the General Data Protection Regulation (Regulation (EU) 2016/679) and the UK General Data Protection Regulation (as retained and amended under the Data Protection Act 2018 and the European Union (Withdrawal) Act 2018) are in place and operational. Such measures include, without limitation: (i) the execution and delivery of the Data Processing Agreement attached as Exhibit C to the Agreement, incorporating Standard Contractual Clauses (Module Two — Controller-to-Processor) adopted by European Commission Implementing Decision (EU) 2021/914; (ii) the implementation of appropriate technical and organizational security measures; and (iii) the localization of all personal data processed in connection with the EMEA Territory at the Company's designated data center operated by Stratos Cloud Services AG, located in Frankfurt am Main, Germany, ensuring that such data is stored and processed within the European Economic Area in accordance with applicable data protection requirements.
2.5 No Legal Impediment
(a) No order, injunction, decree, ruling, or judgment of any court, tribunal, arbitral body, or governmental authority of competent jurisdiction, whether domestic or foreign, is in effect as of the date hereof that would prevent, prohibit, restrain, or materially impair the execution, delivery, or performance by Lumos of the Agreement or the consummation of the transactions contemplated thereby.
(b) No action, suit, litigation, investigation, proceeding, or claim (whether civil, criminal, administrative, or regulatory) is pending or, to the knowledge of the undersigned (after due inquiry and investigation), threatened against Lumos Analytics Inc., any of its subsidiaries, or any of their respective officers, directors, or employees that would (i) materially affect the Company's ability to perform its obligations under the Agreement, (ii) seek to enjoin or restrain the consummation of the transactions contemplated by the Agreement, or (iii) result in a Material Adverse Change (as defined in the Agreement and as referenced in Section 4 below) with respect to the Company, its business, assets, financial condition, or results of operations.
SECTION 3: REPRESENTATIONS AND WARRANTIES BRING-DOWN
The undersigned hereby certify that all representations and warranties of Lumos Analytics Inc. contained in the Agreement (including, without limitation, those set forth in Article V thereof) are true, correct, and complete in all material respects as of the date hereof, March 22, 2024, with the same force and effect as though such representations and warranties had been made on and as of the date hereof (except for any representation or warranty that speaks as of a specific date, which shall be true, correct, and complete in all material respects as of such specific date). Without limiting the generality of the foregoing, the undersigned specifically confirm each of the following:
(a) Organization and Good Standing. Lumos Analytics Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company's principal place of business is located at 4700 Sandhill Road, Suite 300, Palo Alto, California 94304. The Company's registered agent for service of process in the State of Delaware is Pacific Registered Agents LLC, located at 1209 Orange Street, Wilmington, Delaware 19801. The Company is duly qualified and authorized to conduct business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification.
(b) Corporate Power and Authority. Lumos Analytics Inc. has the corporate power and authority to enter into, execute, deliver, and perform the Agreement and each of the ancillary documents executed in connection therewith, and to consummate the transactions contemplated thereby. The execution, delivery, and performance of the Agreement and such ancillary documents have been duly authorized by all necessary corporate action on the part of the Company, including, without limitation, the approval of the Board of Directors of the Company.
(c) No Conflicts. The execution, delivery, and performance by Lumos of the Agreement and the ancillary documents executed in connection therewith does not and will not (i) violate or conflict with the certificate of incorporation, bylaws, or other organizational documents of the Company, (ii) violate or conflict with any applicable law, statute, rule, regulation, order, judgment, or decree of any governmental authority binding upon the Company, or (iii) result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, or acceleration under any agreement, contract, instrument, obligation, indenture, or other arrangement to which the Company is a party or by which the Company or any of its assets may be bound.
(d) intellectual Property. Lumos Analytics Inc. is the sole and exclusive owner of, or has valid and enforceable licenses to, all intellectual property rights in and to the Lumos Prism™ platform, including without limitation all patents, patent applications, copyrights, trade secrets, trademarks, service marks, trade names, domain names, software code (source and object), algorithms, databases, data models, documentation, and related know-how embodied in or associated with the Licensed Products. The licensing of the Lumos Prism™ name, logo, and marketing materials to Meridian as contemplated by the Agreement and Exhibit D thereto does not and will not infringe upon, misappropriate, or otherwise violate any intellectual property right, proprietary right, or other right of any third party. There are no claims, actions, or proceedings pending or, to the knowledge of the undersigned, threatened by any third party alleging infringement, misappropriation, or violation of any intellectual property right in connection with the Licensed Products.
(e) Anti-Corruption Compliance. Lumos Analytics Inc. is in compliance in all material respects with all applicable anti-corruption and anti-bribery laws, statutes, and regulations, including without limitation the United States Foreign Corrupt Practices Act of 1977, as amended (the "FCPA," 15 U.S.C. §§ 78dd-1 et seq.), the United Kingdom Bribery Act 2010, and all applicable implementing regulations and guidance thereunder. The Company has implemented and maintains an anti-corruption compliance program that includes written policies and procedures, periodic training, and monitoring and enforcement mechanisms reasonably designed to prevent and detect violations of applicable anti-corruption laws. Neither the Company nor any of its officers, directors, employees, agents, or representatives has, directly or indirectly, offered, promised, paid, given, or authorized the payment or giving of any money, property, gift, or anything of value to any government official, political party, or any other person for the purpose of improperly obtaining or retaining business or any improper advantage in connection with the transactions contemplated by the Agreement.
(f) Export Control and Sanctions Compliance. Lumos Analytics Inc. is in compliance in all material respects with all applicable export control laws and regulations, including without limitation the U.S. Export Administration Regulations (15 C.F.R. Parts 730–774), and all applicable economic sanctions laws, regulations, and programs administered by OFAC, including without limitation Executive Order 13224 and all country-based and list-based sanctions programs. The Licensed Products are classified under Export Control Classification Number ("ECCN") 5D992, and no export license or other governmental authorization is required for the export of the Licensed Products to the EMEA Territory as contemplated by the Agreement, other than authorizations that have been obtained and are in full force and effect.
(g) Financial Information. All financial information that has been provided by Lumos to Meridian in connection with the negotiation and execution of the Agreement and the transactions contemplated thereby is true, correct, and complete in all material respects. Without limiting the foregoing, the Company's fiscal year 2023 annual recurring revenue ("ARR") is One Hundred Eighty-Seven Million Four Hundred Thousand United States Dollars ($187,400,000), as reflected in the Company's audited financial statements for the fiscal year ended December 31, 2023, which were audited by Whitmore Paige & Co. LLP (Gregory Chen, Audit Partner) in accordance with generally accepted auditing standards as promulgated by the Public Company Accounting Oversight Board. Such audited financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered and present fairly, in all material respects, the financial position, results of operations, and cash flows of the Company as of and for the periods indicated.
SECTION 4: NO MATERIAL ADVERSE CHANGE
The undersigned hereby certify that since January 30, 2024 (the date of engagement and commencement of negotiations between the parties in connection with the transactions contemplated by the Agreement), no Material Adverse Change (as defined in the Agreement) has occurred with respect to Lumos Analytics Inc. or any of its subsidiaries, or with respect to the business, assets, properties, liabilities, financial condition, results of operations, or prospects of the Company or any of its subsidiaries. For purposes of this Certificate, "Material Adverse Change" shall have the meaning ascribed to such term in Section 1.1 of the Agreement, and shall include any event, circumstance, development, change, occurrence, condition, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, assets, properties, liabilities, financial condition, or results of operations of the Company and its subsidiaries, taken as a whole, or (b) the ability of the Company to perform its obligations under the Agreement or to consummate the transactions contemplated thereby.
Without limiting the generality of the foregoing, the undersigned confirm that the Company's operations, including without limitation the Lumos Prism™ platform infrastructure and all associated services, continue to operate in the ordinary course of business consistent with past practice. The Company's primary platform infrastructure for the EMEA Territory is hosted at the data center operated by Stratos Cloud Services AG, located in Frankfurt am Main, Germany, and such infrastructure has been operating within the uptime and performance parameters specified in Exhibit E to the Agreement. No material security incidents, data breaches, or system outages affecting the Licensed Products have occurred since January 30, 2024.
SECTION 5: GOOD STANDING AND ORGANIZATIONAL MATTERS
5.1 The undersigned hereby certify that Lumos Analytics Inc. is in good standing in its state of incorporation, the State of Delaware, as evidenced by a certificate of good standing issued by the Secretary of State of the State of Delaware dated no earlier than five (5) business days prior to the date hereof.
5.2 The undersigned further certify that Lumos Analytics Inc. is in good standing and duly qualified to transact business in the State of California, the jurisdiction in which its principal place of business is located, as evidenced by a certificate of status issued by the California Secretary of State dated no earlier than five (5) business days prior to the date hereof.
5.3 The Company's Employer Identification Number (EIN), as assigned by the Internal Revenue Service, is 84-3291056.
5.4 The Secretary's Certificate delivered concurrently herewith by the Secretary of Lumos Analytics Inc. attaches true, correct, and complete copies of (a) the Company's Certificate of Incorporation, as amended through the date hereof and as filed with the Secretary of State of the State of Delaware, (b) the Company's Amended and Restated Bylaws, as in effect on the date hereof, and (c) incumbency certifications for the officers authorized to execute the Agreement and the ancillary documents on behalf of the Company, including Priya Raghavan, Chief Executive Officer, and Marcus Ellenberg, Chief Financial Officer, together with specimen signatures for each such officer.
SECTION 6: ESCROW AND PAYMENT READINESS
6.1 Escrow Arrangement. The undersigned confirm that Lumos Analytics Inc. has established the escrow arrangement contemplated by the Agreement and the Escrow Agreement with Evergreen Trust Company, N.A., acting as Escrow Agent. The contact information for the Escrow Agent is as follows:
Evergreen Trust Company, N.A.
Attention: Maria Gutierrez, Escrow Officer
400 South Hope Street, Suite 1100 Los Angeles, California 90071
The escrow account has been established and is ready to receive the five percent (5%) holdback of each quarterly payment made by Meridian to Lumos under the Agreement. Such holdback amounts shall be deposited into the escrow account and held, invested, and released by the Escrow Agent in accordance with the terms and conditions of the Escrow Agreement for the purpose of securing potential indemnification claims arising under the Agreement.
6.2 Banking and Payment Readiness. The undersigned confirm that Lumos Analytics Inc.'s primary banking institution, Pinnacle National Bank, N.A., is prepared to receive wire transfers of reseller fees payable by Meridian to Lumos under the Agreement. The Company's banking relationship is managed through the following contact:
Pinnacle National Bank, N.A.
Attention: David Okonkwo, Relationship Manager
555 California Street San Francisco, California 94104
Wire transfer instructions for payments under the Agreement have been provided separately to Meridian and its counsel in accordance with the procedures set forth in the Agreement. The Company confirms that all banking arrangements necessary to receive, process, and account for payments under the Agreement are in place and fully operational.
6.3 Year 1 Payment Schedule. Pursuant to the Minimum Annual Commitment Schedule set forth in Exhibit F to the Agreement, Year 1 quarterly MAC payments shall be in the amount of One Million One Hundred Twenty-Five Thousand United States Dollars ($1,125,000) per quarter, with Fifty-Six Thousand Two Hundred Fifty United States Dollars ($56,250) per quarter directed to the escrow account maintained by Evergreen Trust Company, N.A., resulting in a net quarterly payment to Lumos of One Million Sixty-Eight Thousand Seven Hundred Fifty United States Dollars ($1,068,750). The foregoing quarterly payment amounts are consistent with the Year 1 Minimum Annual Commitment of $4,500,000 and the five percent (5%) escrow holdback rate specified in the Agreement.
SECTION 7: RELIANCE
7.1 This Certificate is being delivered to Meridian Data Solutions GmbH and its counsel, Kessler Hartmann Rechtsanwälte PartG mbB (Dr. Stefan Kessler), in connection with the closing of the transactions contemplated by the Agreement on the Closing Date, March 22, 2024.
7.2 Meridian Data Solutions GmbH and its counsel, Kessler Hartmann Rechtsanwälte PartG mbB, are entitled to rely upon the certifications, representations, warranties, and confirmations set forth in this Certificate in connection with the closing of the transactions contemplated by the Agreement. Each of the undersigned acknowledges and agrees that the delivery of this Certificate constitutes a material inducement to Meridian's willingness to consummate the transactions contemplated by the Agreement.
7.3 The delivery of this Certificate shall not limit, modify, or otherwise affect the representations, warranties, covenants, or agreements of Lumos Analytics Inc. set forth in the Agreement, each of which shall survive in accordance with its terms. Nothing contained in this Certificate is intended to, nor shall it, expand or diminish the rights, remedies, or obligations of any party under the Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Officer's Certificate as of the date first written above.
LUMOS ANALYTICS INC.
By: ________
Name: Priya Raghavan
Title: Chief Executive Officer
Date: March 22, 2024
LUMOS ANALYTICS INC.
By: ________
Name: Marcus Ellenberg
Title: Chief Financial Officer
Date: March 22, 2024
Address for Notices:
Lumos Analytics Inc. 4700 Sandhill Road, Suite 300 Palo Alto, California 94304
Attention: Daniel Ostroff, VP, Legal & Compliance

OFFICER'S CERTIFICATE OF LUMOS ANALYTICS INC.

RECITALS

SECTION 1: IDENTIFICATION OF CERTIFYING OFFICERS

SECTION 2: CERTIFICATION OF SATISFACTION OF CONDITIONS PRECEDENT

SECTION 3: REPRESENTATIONS AND WARRANTIES BRING-DOWN

SECTION 4: NO MATERIAL ADVERSE CHANGE

SECTION 5: GOOD STANDING AND ORGANIZATIONAL MATTERS

SECTION 6: ESCROW AND PAYMENT READINESS

SECTION 7: RELIANCE

LUMOS ANALYTICS INC.

LUMOS ANALYTICS INC.

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