1008-00010 · Lumos Analytics Inc · Closing

officers-certificate-meridian.docx DOCUMENT Funds

6 / 36 ← → ✕

OFFICER'S CERTIFICATE OF MERIDIAN DATA SOLUTIONS GMBH

Delivered Pursuant to Section 8.02(c) of the Channel Reseller Program Agreement

March 22, 2024

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

RECITALS

The undersigned, Florian Eckstein, in his capacity as Geschäftsführer (Managing Director) of Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung duly organized and validly existing under the laws of the Federal Republic of Germany, registered with the Handelsregister of the Amtsgericht München under registration number HRB 274581, with its registered office located at Leopoldstraße 78, 80802 München, Germany (German Tax Identification Number (Steuernummer): 143/117/60253; VAT Identification Number: DE319274105), hereby certifies and delivers this Officer's Certificate (this "Certificate") pursuant to and in connection with the closing conditions set forth in Section 8.02 of the Agreement.

This Certificate is delivered in satisfaction of the condition precedent set forth in Section 8.02(c) of the Agreement, which requires that Meridian deliver to Lumos, on or prior to the closing date of March 22, 2024 (the "Closing Date"), an officer's certificate, executed by a duly authorized officer of Meridian, certifying to the matters set forth herein.

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement.

Section 1. Authority and Capacity

The undersigned, Florian Eckstein, hereby certifies as follows with respect to his authority and capacity to execute and deliver this Certificate and the other Transaction Documents on behalf of the Company:

1.1 The undersigned is the duly appointed Geschäftsführer (Managing Director) of Meridian Data Solutions GmbH, having been appointed to such position by resolution of the Gesellschafterversammlung (shareholders' meeting) of the Company on September 14, 2021, and has held such position continuously since that date. The undersigned's appointment has been duly registered with the Handelsregister of the Amtsgericht München and remains in full force and effect as of the date hereof.

1.2 The undersigned has full power, authority, and legal capacity to execute and deliver this Certificate and all Transaction Documents, including without limitation the Agreement, the Escrow Agreement, and each of the Exhibits thereto, on behalf of Meridian Data Solutions GmbH, and no additional consent, approval, or authorization of any other person, entity, or governing body of the Company is required in connection therewith.

1.3 The undersigned is delivering this Certificate solely in his official capacity as Geschäftsführer (Managing Director) of Meridian Data Solutions GmbH, and not in his individual or personal capacity. Nothing contained in this Certificate shall be construed as imposing any personal liability upon the undersigned.

1.4 Meridian Data Solutions GmbH is a Gesellschaft mit beschränkter Haftung duly organized, validly existing, and in good standing (insofar as such concept is recognized) under the laws of the Federal Republic of Germany. The Company has been duly registered with the Handelsregister of the Amtsgericht München under registration number HRB 274581 since February 3, 2017, and such registration remains current and in full force and effect. No proceedings for the dissolution, liquidation, insolvency (Insolvenzverfahren), or winding up of the Company have been commenced or, to the knowledge of the undersigned, threatened as of the date hereof.

Section 2. Satisfaction of Conditions Precedent

The undersigned hereby certifies that all conditions precedent to the obligations of Meridian under the Agreement that are required to be satisfied on or prior to the Closing Date (March 22, 2024) have been duly and fully satisfied or, where applicable, waived in writing by Lumos in accordance with the terms of the Agreement. Without limiting the generality of the foregoing, the undersigned specifically certifies the satisfaction of each of the following conditions precedent:

(a) Execution and Delivery of the Agreement. The Channel Reseller Program Agreement has been duly executed and delivered by Meridian, bearing the signature of the undersigned in his capacity as Geschäftsführer, and a fully executed counterpart thereof has been delivered to Lumos and its counsel.

(b) Execution and Delivery of Exhibits. Each of the following Exhibits to the Agreement has been duly executed and delivered by Meridian, to the extent such Exhibit requires execution, and constitutes a valid and binding obligation of the Company:

(i) Exhibit A — Licensed Products & Pricing Schedule, setting forth the complete list of Lumos Prism™ products and associated pricing tiers, discount structures, and volume-based incentives applicable to the reseller arrangement;

(ii) Exhibit B — EMEA Territory & Sub-Distributor Authorization, delineating the geographic scope of Meridian's authorized reseller territory within the Europe, Middle East, and Africa (EMEA) region and identifying the pre-approved sub-distributors authorized to operate thereunder;

(iii) Exhibit C — Data Processing Agreement with GDPR Standard Contractual Clauses, incorporating the standard contractual clauses adopted by the European Commission pursuant to Commission Implementing Decision (EU) 2021/914 of June 4, 2021, as applicable to the transfer and processing of personal data in connection with the Agreement;

(iv) Exhibit D — Trademark License & Brand Guidelines, governing Meridian's limited, non-exclusive license to use the Lumos name, logo, and associated trademarks in connection with its authorized reseller activities within the EMEA Territory;

(v) Exhibit E — Service Level Agreement, establishing the service levels, support response times, escalation procedures, and remedies applicable to Meridian's provision of first-tier support services to end customers within the EMEA Territory; and

(vi) Exhibit F — Minimum Annual Commitment Schedule, setting forth the minimum annual revenue commitments of Meridian for each year of the initial five-year term of the Agreement.

(c) Execution and Delivery of Escrow Agreement. The Escrow Agreement by and among Lumos Analytics Inc., Meridian Data Solutions GmbH, and Evergreen Trust Company, N.A., acting as escrow agent, has been duly executed and delivered by Meridian, and a fully executed counterpart thereof has been delivered to Lumos, its counsel, and Evergreen Trust Company, N.A.

(d) Evidence of Insurance Coverage. Meridian has delivered to Lumos certificates of insurance evidencing the insurance coverage required by Section 11.03 of the Agreement, as further described in Section 5 of this Certificate and as set forth in the certificates of insurance attached hereto as Attachment A.

(e) Corporate Authorizations and Organizational Documents. Meridian has delivered to Lumos all corporate authorizations and organizational documents reasonably requested by Lumos in connection with the transactions contemplated by the Agreement, including without limitation: (i) a certified copy of the Gesellschaftsvertrag (articles of association) of the Company, as currently in effect; (ii) a certified extract from the Handelsregister of the Amtsgericht München confirming the due registration and current status of the Company; (iii) a copy of the Gesellschafterbeschluss (shareholders' resolution) dated March 15, 2024, authorizing the Company to enter into the Agreement and the other Transaction Documents and authorizing the undersigned to execute and deliver the same on behalf of the Company; and (iv) a certificate of good standing (or its functional equivalent) issued by the relevant German authorities.

(f) No Governmental or Regulatory Impediment. No governmental or regulatory order, decree, ruling, injunction, judgment, stay, or proceeding of any kind has been issued, entered, or commenced by any court, governmental authority, regulatory body, or other tribunal of competent jurisdiction that would prevent, enjoin, restrain, prohibit, or otherwise impede the consummation of the transactions contemplated by the Agreement or any of the ancillary Transaction Documents. To the knowledge of the undersigned, no such order, injunction, or proceeding is pending or threatened as of the date hereof.

Section 3. Representations and Warranties

The undersigned hereby certifies that each of the representations and warranties of Meridian set forth in Article V of the Agreement is true, correct, and complete in all material respects as of the date of the Agreement and as of the Closing Date (March 22, 2024), with the same force and effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent that any such representation or warranty, by its express terms, relates to an earlier date, in which case such representation or warranty is true, correct, and complete in all material respects as of such earlier date). Without limiting the generality of the foregoing, the undersigned specifically certifies the truth, correctness, and completeness in all material respects of the representations and warranties relating to the following subject matters:

(a) Due Organization, Valid Existence, and Authority. Meridian Data Solutions GmbH is a Gesellschaft mit beschränkter Haftung duly organized and validly existing under the laws of the Federal Republic of Germany, duly registered with the Handelsregister of the Amtsgericht München under registration number HRB 274581. The Company possesses all requisite corporate power and authority to own, lease, and operate its assets and properties and to conduct its business as presently conducted throughout the EMEA Territory.

(b) Power and Authority. Meridian has full corporate power and authority to enter into and perform its obligations under the Agreement and each of the other Transaction Documents to which it is a party. The execution, delivery, and performance of the Agreement and the other Transaction Documents have been duly authorized by all necessary corporate action on the part of the Company, including approval by the Gesellschafterversammlung pursuant to the resolution dated March 15, 2024.

(c) No Conflicts. The execution, delivery, and performance of the Agreement and the other Transaction Documents by Meridian do not and will not: (i) violate, conflict with, or result in a breach of any provision of the Gesellschaftsvertrag (articles of association) or other organizational documents of the Company; (ii) violate or conflict with any applicable law, statute, regulation, order, judgment, or decree of any governmental authority having jurisdiction over 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 material contract, agreement, license, or instrument to which the Company is a party or by which any of its assets or properties is bound.

(d) Anti-Corruption Compliance. Meridian, its directors, officers, employees, agents, and, to the knowledge of the undersigned, its sub-distributors and representatives, are and have been in compliance with all applicable anti-corruption and anti-bribery laws and regulations, including without limitation: (i) the United States Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1 et seq.) (the "FCPA"); (ii) the United Kingdom Bribery Act 2010; (iii) the German Criminal Code (Strafgesetzbuch), including without limitation Sections 299 and 300 (commercial bribery) and Sections 331 through 337 (bribery of public officials); and (iv) all other applicable local, national, and international anti-corruption laws and regulations. Neither the Company nor, to the knowledge of the undersigned, any of its directors, officers, employees, or agents has directly or indirectly offered, paid, promised, or authorized the payment of anything of value to any government official, political party, or candidate for political office for the purpose of influencing any act or decision, securing any improper advantage, or obtaining or retaining business in connection with the activities contemplated by the Agreement.

(e) Export Control and Sanctions Compliance. Meridian is in compliance with all applicable export control laws and regulations and economic sanctions programs, including without limitation: (i) the U.S. Export Administration Regulations (15 C.F.R. Parts 730–774) (the "EAR"); (ii) Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 (the "EU Dual-Use Regulation"), as amended or supplemented; (iii) all sanctions and embargo programs administered and enforced by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC"), including the Specially Designated Nationals and blocked Persons List; and (iv) all sanctions programs administered and enforced by the European Union under Council Regulation (EU) No. 269/2014 and related regulations, as amended. Meridian further confirms that it has not, and shall not, directly or indirectly resell, distribute, export, re-export, or otherwise transfer any Licensed Products into any Restricted Territory, including without limitation Cuba, Iran, the Democratic People's Republic of Korea (North Korea), Syria, or the Crimea, Donetsk, and Luhansk regions of Ukraine.

(f) Data Protection Compliance. Meridian is in compliance with all applicable data protection and privacy laws and regulations in connection with its processing of personal data under the Agreement and the Data Processing Agreement set forth in Exhibit C thereto, including without limitation: (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the "General Data Protection Regulation" or "GDPR"); (ii) the United Kingdom General Data Protection Regulation, as incorporated into UK law by the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (the "UK GDPR"); and (iii) all applicable implementing legislation and guidance issued by competent data protection supervisory authorities. Meridian has implemented appropriate technical and organizational measures to ensure a level of security appropriate to the risks presented by the processing of personal data contemplated under the Agreement and the Data Processing Agreement.

(g) Accuracy of Information. All financial information, organizational documents, corporate records, and other information and materials provided by Meridian to Lumos or its counsel in connection with the negotiation, execution, and delivery of the Agreement and the other Transaction Documents are true, correct, and complete in all material respects, do not contain any untrue statement of material fact, and do not omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

(h) Insurance Coverage. Meridian maintains in full force and effect insurance coverage meeting or exceeding all requirements set forth in Section 11.03 of the Agreement, as further described in Section 5 of this Certificate.

Section 4. No Material Adverse Change

The undersigned hereby certifies that, since the date of execution of the Agreement, no Material Adverse Change (as defined in Section 1.01 of the Agreement) has occurred with respect to the business, operations, financial condition, assets, liabilities, results of operations, or prospects of Meridian Data Solutions GmbH that would reasonably be expected to impair, hinder, or prevent Meridian's ability to perform its obligations under the Agreement or any of the other Transaction Documents.

Without limiting the generality of the foregoing, the undersigned further certifies that no event, circumstance, development, change, occurrence, or state of facts has occurred since the date of execution of the Agreement that, individually or in the aggregate, with or without the giving of notice or the lapse of time or both, would constitute, or would reasonably be expected to constitute, a default, breach, or event of default under the Agreement or any of the other Transaction Documents. The Company's business operations have continued in the ordinary course consistent with past practice, and no material assets have been disposed of, no material liabilities have been incurred, and no material contractual commitments have been entered into outside of the ordinary course of business.

Section 5. Evidence of Insurance Coverage

The undersigned hereby certifies that Meridian Data Solutions GmbH maintains insurance coverage meeting or exceeding all requirements set forth in Section 11.03 of the Agreement, as follows:

(a) Commercial General Liability Insurance. Meridian maintains commercial general liability insurance (allgemeine Betriebshaftpflichtversicherung) providing coverage of not less than €5,000,000 per occurrence and €10,000,000 in the aggregate per policy year, covering bodily injury, property damage, products liability, completed operations, personal injury, and advertising injury arising out of or in connection with the business operations of the Company.

(b) Professional Indemnity Insurance. Meridian maintains professional indemnity insurance (Berufshaftpflichtversicherung) providing coverage of not less than €10,000,000 per occurrence and €20,000,000 in the aggregate per policy year, covering claims arising from errors, omissions, negligent acts, or wrongful acts in connection with the provision of professional services, including without limitation the resale, distribution, implementation support, and first-tier technical support services contemplated by the Agreement.

(c) Cyber Liability Insurance. Meridian maintains cyber liability insurance (Cyber-Haftpflichtversicherung) providing coverage of not less than €5,000,000 per occurrence and €10,000,000 in the aggregate per policy year, covering network security liability, privacy liability, data breach response costs, regulatory defense and penalties, and business interruption arising from cyber events.

All of the foregoing insurance coverages are maintained with Rheinland Versicherung AG under Policy No. RV-2024-1148703. Certificates of insurance issued by Rheinland Versicherung AG evidencing such coverages, including the policy limits, deductibles, named insureds, additional insureds, and policy periods, are attached hereto as Attachment A and are incorporated herein by reference.

The undersigned further certifies that all such policies are currently in full force and effect as of the Closing Date and shall remain in full force and effect for the duration of the term of the Agreement, subject to Meridian's obligation under Section 11.03(d) of the Agreement to maintain such coverage and to provide prompt written notice to Lumos of any material change in, cancellation of, or failure to renew such policies. Lumos Analytics Inc. has been added as an additional insured party under each such policy, as required by Section 11.03(e) of the Agreement.

Section 6. Sub-Distributors

The undersigned hereby certifies, with respect to the pre-approved sub-distributors identified in Exhibit B to the Agreement, as follows:

(a) Meridian Data Solutions UK Ltd. Meridian Data Solutions UK Ltd is a private limited company duly incorporated and validly existing under the laws of England and Wales, registered with Companies House under company number 12847391, with its registered office at 14 Fenchurch Place, London EC3M 5AJ, United Kingdom. The sole director of Meridian Data Solutions UK Ltd is Katarina Voss. Meridian Data Solutions UK Ltd is designated as the authorized sub-distributor for the resale and distribution of Licensed Products within the United Kingdom and Ireland territory, as further set forth in Exhibit B to the Agreement. Meridian Data Solutions UK Ltd is a wholly owned subsidiary of Meridian Data Solutions GmbH.

(b) Meridian Data Solutions SARL. Meridian Data Solutions SARL is a société à responsabilité limitée duly organized and validly existing under the laws of the French Republic, registered with the Registre du Commerce et des Sociétés under SIREN number 912 483 057, with its registered office at 27 Rue de la Boétie, 75008 Paris, France. The Gérant of Meridian Data Solutions SARL is Jean-Philippe Moreau. Meridian Data Solutions SARL is designated as the authorized sub-distributor for the resale and distribution of Licensed Products within France, Belgium, Luxembourg, and French-speaking Switzerland, as further set forth in Exhibit B to the Agreement. Meridian Data Solutions SARL is a wholly owned subsidiary of Meridian Data Solutions GmbH.

The undersigned further certifies that each of the foregoing sub-distributors has executed a Sub-Distributor Agreement with Meridian containing terms and conditions that are no less protective of the rights and interests of Lumos Analytics Inc. than those contained in the Agreement, including without limitation provisions relating to intellectual property protection, confidentiality, data privacy and GDPR compliance, export control and sanctions compliance, anti-corruption compliance, insurance requirements, and audit rights, all as required by Section 4.05 of the Agreement.

Section 7. No Litigation or Proceedings

The undersigned hereby certifies that, as of the date hereof, there are no actions, suits, claims, proceedings, arbitrations, investigations, inquiries, or governmental or regulatory proceedings of any nature (whether civil, criminal, administrative, regulatory, or otherwise) pending or, to the knowledge of the undersigned after due inquiry, threatened in writing against or affecting Meridian Data Solutions GmbH, any of its subsidiaries (including Meridian Data Solutions UK Ltd and Meridian Data Solutions SARL), or any of its directors, officers, or key employees in their capacities as such, before any court, arbitral tribunal, governmental authority, regulatory body, or other tribunal, that:

(i) would, individually or in the aggregate, materially and adversely affect Meridian's ability to perform its obligations under the Agreement or any of the other Transaction Documents;

(ii) would challenge or seek to enjoin, restrain, or prohibit the consummation of the transactions contemplated by the Agreement;

(iii) would, individually or in the aggregate, result in a material liability, loss, or expense to the Company that would impair its financial capacity to meet the Minimum Annual Commitment obligations or any other financial obligations under the Agreement; or

(iv) would involve any allegation of violation of any applicable anti-corruption law, export control or sanctions regulation, or data protection or privacy law.

Section 8. Compliance with Agreement Obligations

The undersigned hereby certifies that Meridian has duly performed and complied with all covenants, agreements, obligations, conditions, and undertakings required to be performed or complied with by Meridian on or before the Closing Date pursuant to the terms and provisions of the Agreement and the other Transaction Documents.

The undersigned further certifies that Meridian is fully prepared to commence its obligations as the authorized non-exclusive reseller of Lumos Prism™ analytics platform products within the EMEA Territory as of the Effective Date of April 1, 2024, including without limitation the establishment of all necessary operational infrastructure, hiring and training of qualified sales and technical support personnel, implementation of required compliance programs, and deployment of customer relationship management and order processing systems.

In connection therewith, the undersigned acknowledges and confirms, on behalf of Meridian, the following Minimum Annual Commitment schedule, as set forth in Exhibit F to the Agreement:

The undersigned further acknowledges and confirms the payment terms applicable to the foregoing Minimum Annual Commitment obligations, including without limitation: (i) payment terms of net forty-five (45) days from the date of each invoice issued by Lumos; (ii) a five percent (5%) escrow holdback of all quarterly payments, to be deposited with Evergreen Trust Company, N.A. as escrow agent pursuant to the Escrow Agreement; and (iii) the first quarterly Minimum Annual Commitment payment in the amount of $1,125,000 (being one-quarter of the Year 1 Minimum Annual Commitment) is due and payable on or before June 15, 2024.

Section 9. Reliance

This Certificate is delivered with the express understanding and intention that Lumos Analytics Inc. and its counsel, Calderwood & Harkness LLP, will rely upon the certifications, representations, warranties, and statements contained herein in connection with the closing of the transactions contemplated by the Agreement and in determining that the conditions precedent to the obligations of Lumos under Article VIII of the Agreement have been satisfied. The undersigned acknowledges that Lumos would not consummate the transactions contemplated by the Agreement in the absence of this Certificate and the certifications set forth herein.

Notwithstanding the foregoing, this Certificate is delivered pursuant to and in furtherance of the Agreement and shall not modify, amend, supplement, or supersede any provision of the Agreement or any of the other Transaction Documents. In the event of any conflict or inconsistency between any statement contained in this Certificate and any provision of the Agreement, the provisions of the Agreement shall control and govern.

This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof, consistent with Section 14.08 of the Agreement.

[Remainder of this page intentionally left blank. Signature page follows.]

SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF MERIDIAN DATA SOLUTIONS GMBH

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above, in his capacity as Geschäftsführer (Managing Director) of Meridian Data Solutions GmbH, and not in his individual capacity.

MERIDIAN DATA SOLUTIONS GMBH

By: ________

Name: Florian Eckstein

Title: Geschäftsführer (Managing Director)

Date: March 22, 2024

Place of Execution: München, Germany

ATTACHMENT A

CERTIFICATES OF INSURANCE

Policyholder: Meridian Data Solutions GmbH, Leopoldstraße 78, 80802 München, Germany

Insurance Carrier: Rheinland Versicherung AG, Hauptverwaltung, Kaiser-Wilhelm-Ring 31, 50672 Köln, Germany

Policy Number: RV-2024-1148703

Coverages Evidenced:

Additional Insured: Lumos Analytics Inc., 401 Congress Avenue, Suite 2800, Austin, Texas 78701, United States of America

Policy Effective Date: April 1, 2024

Policy Expiration Date: March 31, 2025 (subject to annual renewal for each subsequent year of the Agreement term through at least March 31, 2029)

Status: In full force and effect as of the Closing Date (March 22, 2024)

Note: Actual certificates of insurance issued by Rheinland Versicherung AG, together with any applicable endorsements, riders, and schedules, are to be physically attached to this Attachment A at the time of execution and delivery of this Officer's Certificate. The summary information set forth above is provided for convenience of reference only and is qualified in its entirety by reference to the full certificates of insurance and underlying policy documents.

Contract Year	Period	Minimum Annual Commitment
Year 1	April 1, 2024 – March 31, 2025	$4,500,000
Year 2	April 1, 2025 – March 31, 2026	$5,400,000
Year 3	April 1, 2026 – March 31, 2027	$6,300,000
Year 4	April 1, 2027 – March 31, 2028	$6,900,000
Year 5	April 1, 2028 – March 31, 2029	$6,900,000
Total	Five-Year Term	$30,000,000
Coverage Type	Per Occurrence Limit	Aggregate Limit (per policy year)
Commercial General Liability (Allgemeine Betriebshaftpflichtversicherung)	€5,000,000	€10,000,000
Professional Indemnity (Berufshaftpflichtversicherung)	€10,000,000	€20,000,000
Cyber Liability (Cyber-Haftpflichtversicherung)	€5,000,000	€10,000,000

OFFICER'S CERTIFICATE OF MERIDIAN DATA SOLUTIONS GMBH
Delivered Pursuant to Section 8.02(c) of the Channel Reseller Program Agreement
March 22, 2024
Reference: Channel Reseller Program Agreement dated March 22, 2024 (the "Agreement"), by and between Lumos Analytics Inc., a corporation organized and existing under the laws of the State of Delaware ("Lumos"), and Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung organized and existing under the laws of the Federal Republic of Germany ("Meridian" or the "Company").
RECITALS
The undersigned, Florian Eckstein, in his capacity as Geschäftsführer (Managing Director) of Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung duly organized and validly existing under the laws of the Federal Republic of Germany, registered with the Handelsregister of the Amtsgericht München under registration number HRB 274581, with its registered office located at Leopoldstraße 78, 80802 München, Germany (German Tax Identification Number (Steuernummer): 143/117/60253; VAT Identification Number: DE319274105), hereby certifies and delivers this Officer's Certificate (this "Certificate") pursuant to and in connection with the closing conditions set forth in Section 8.02 of the Agreement.
This Certificate is delivered in satisfaction of the condition precedent set forth in Section 8.02(c) of the Agreement, which requires that Meridian deliver to Lumos, on or prior to the closing date of March 22, 2024 (the "Closing Date"), an officer's certificate, executed by a duly authorized officer of Meridian, certifying to the matters set forth herein.
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Agreement.
Section 1. Authority and Capacity
The undersigned, Florian Eckstein, hereby certifies as follows with respect to his authority and capacity to execute and deliver this Certificate and the other Transaction Documents on behalf of the Company:
1.1 The undersigned is the duly appointed Geschäftsführer (Managing Director) of Meridian Data Solutions GmbH, having been appointed to such position by resolution of the Gesellschafterversammlung (shareholders' meeting) of the Company on September 14, 2021, and has held such position continuously since that date. The undersigned's appointment has been duly registered with the Handelsregister of the Amtsgericht München and remains in full force and effect as of the date hereof.
1.2 The undersigned has full power, authority, and legal capacity to execute and deliver this Certificate and all Transaction Documents, including without limitation the Agreement, the Escrow Agreement, and each of the Exhibits thereto, on behalf of Meridian Data Solutions GmbH, and no additional consent, approval, or authorization of any other person, entity, or governing body of the Company is required in connection therewith.
1.3 The undersigned is delivering this Certificate solely in his official capacity as Geschäftsführer (Managing Director) of Meridian Data Solutions GmbH, and not in his individual or personal capacity. Nothing contained in this Certificate shall be construed as imposing any personal liability upon the undersigned.
1.4 Meridian Data Solutions GmbH is a Gesellschaft mit beschränkter Haftung duly organized, validly existing, and in good standing (insofar as such concept is recognized) under the laws of the Federal Republic of Germany. The Company has been duly registered with the Handelsregister of the Amtsgericht München under registration number HRB 274581 since February 3, 2017, and such registration remains current and in full force and effect. No proceedings for the dissolution, liquidation, insolvency (Insolvenzverfahren), or winding up of the Company have been commenced or, to the knowledge of the undersigned, threatened as of the date hereof.
Section 2. Satisfaction of Conditions Precedent
The undersigned hereby certifies that all conditions precedent to the obligations of Meridian under the Agreement that are required to be satisfied on or prior to the Closing Date (March 22, 2024) have been duly and fully satisfied or, where applicable, waived in writing by Lumos in accordance with the terms of the Agreement. Without limiting the generality of the foregoing, the undersigned specifically certifies the satisfaction of each of the following conditions precedent:
(a) Execution and Delivery of the Agreement. The Channel Reseller Program Agreement has been duly executed and delivered by Meridian, bearing the signature of the undersigned in his capacity as Geschäftsführer, and a fully executed counterpart thereof has been delivered to Lumos and its counsel.
(b) Execution and Delivery of Exhibits. Each of the following Exhibits to the Agreement has been duly executed and delivered by Meridian, to the extent such Exhibit requires execution, and constitutes a valid and binding obligation of the Company:
(i) Exhibit A — Licensed Products & Pricing Schedule, setting forth the complete list of Lumos Prism™ products and associated pricing tiers, discount structures, and volume-based incentives applicable to the reseller arrangement;
(ii) Exhibit B — EMEA Territory & Sub-Distributor Authorization, delineating the geographic scope of Meridian's authorized reseller territory within the Europe, Middle East, and Africa (EMEA) region and identifying the pre-approved sub-distributors authorized to operate thereunder;
(iii) Exhibit C — Data Processing Agreement with GDPR Standard Contractual Clauses, incorporating the standard contractual clauses adopted by the European Commission pursuant to Commission Implementing Decision (EU) 2021/914 of June 4, 2021, as applicable to the transfer and processing of personal data in connection with the Agreement;
(iv) Exhibit D — Trademark License & Brand Guidelines, governing Meridian's limited, non-exclusive license to use the Lumos name, logo, and associated trademarks in connection with its authorized reseller activities within the EMEA Territory;
(v) Exhibit E — Service Level Agreement, establishing the service levels, support response times, escalation procedures, and remedies applicable to Meridian's provision of first-tier support services to end customers within the EMEA Territory; and
(vi) Exhibit F — Minimum Annual Commitment Schedule, setting forth the minimum annual revenue commitments of Meridian for each year of the initial five-year term of the Agreement.
(c) Execution and Delivery of Escrow Agreement. The Escrow Agreement by and among Lumos Analytics Inc., Meridian Data Solutions GmbH, and Evergreen Trust Company, N.A., acting as escrow agent, has been duly executed and delivered by Meridian, and a fully executed counterpart thereof has been delivered to Lumos, its counsel, and Evergreen Trust Company, N.A.
(d) Evidence of Insurance Coverage. Meridian has delivered to Lumos certificates of insurance evidencing the insurance coverage required by Section 11.03 of the Agreement, as further described in Section 5 of this Certificate and as set forth in the certificates of insurance attached hereto as Attachment A.
(e) Corporate Authorizations and Organizational Documents. Meridian has delivered to Lumos all corporate authorizations and organizational documents reasonably requested by Lumos in connection with the transactions contemplated by the Agreement, including without limitation: (i) a certified copy of the Gesellschaftsvertrag (articles of association) of the Company, as currently in effect; (ii) a certified extract from the Handelsregister of the Amtsgericht München confirming the due registration and current status of the Company; (iii) a copy of the Gesellschafterbeschluss (shareholders' resolution) dated March 15, 2024, authorizing the Company to enter into the Agreement and the other Transaction Documents and authorizing the undersigned to execute and deliver the same on behalf of the Company; and (iv) a certificate of good standing (or its functional equivalent) issued by the relevant German authorities.
(f) No Governmental or Regulatory Impediment. No governmental or regulatory order, decree, ruling, injunction, judgment, stay, or proceeding of any kind has been issued, entered, or commenced by any court, governmental authority, regulatory body, or other tribunal of competent jurisdiction that would prevent, enjoin, restrain, prohibit, or otherwise impede the consummation of the transactions contemplated by the Agreement or any of the ancillary Transaction Documents. To the knowledge of the undersigned, no such order, injunction, or proceeding is pending or threatened as of the date hereof.
Section 3. Representations and Warranties
The undersigned hereby certifies that each of the representations and warranties of Meridian set forth in Article V of the Agreement is true, correct, and complete in all material respects as of the date of the Agreement and as of the Closing Date (March 22, 2024), with the same force and effect as though such representations and warranties had been made on and as of the Closing Date (except to the extent that any such representation or warranty, by its express terms, relates to an earlier date, in which case such representation or warranty is true, correct, and complete in all material respects as of such earlier date). Without limiting the generality of the foregoing, the undersigned specifically certifies the truth, correctness, and completeness in all material respects of the representations and warranties relating to the following subject matters:
(a) Due Organization, Valid Existence, and Authority. Meridian Data Solutions GmbH is a Gesellschaft mit beschränkter Haftung duly organized and validly existing under the laws of the Federal Republic of Germany, duly registered with the Handelsregister of the Amtsgericht München under registration number HRB 274581. The Company possesses all requisite corporate power and authority to own, lease, and operate its assets and properties and to conduct its business as presently conducted throughout the EMEA Territory.
(b) Power and Authority. Meridian has full corporate power and authority to enter into and perform its obligations under the Agreement and each of the other Transaction Documents to which it is a party. The execution, delivery, and performance of the Agreement and the other Transaction Documents have been duly authorized by all necessary corporate action on the part of the Company, including approval by the Gesellschafterversammlung pursuant to the resolution dated March 15, 2024.
(c) No Conflicts. The execution, delivery, and performance of the Agreement and the other Transaction Documents by Meridian do not and will not: (i) violate, conflict with, or result in a breach of any provision of the Gesellschaftsvertrag (articles of association) or other organizational documents of the Company; (ii) violate or conflict with any applicable law, statute, regulation, order, judgment, or decree of any governmental authority having jurisdiction over 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 material contract, agreement, license, or instrument to which the Company is a party or by which any of its assets or properties is bound.
(d) Anti-Corruption Compliance. Meridian, its directors, officers, employees, agents, and, to the knowledge of the undersigned, its sub-distributors and representatives, are and have been in compliance with all applicable anti-corruption and anti-bribery laws and regulations, including without limitation: (i) the United States Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1 et seq.) (the "FCPA"); (ii) the United Kingdom Bribery Act 2010; (iii) the German Criminal Code (Strafgesetzbuch), including without limitation Sections 299 and 300 (commercial bribery) and Sections 331 through 337 (bribery of public officials); and (iv) all other applicable local, national, and international anti-corruption laws and regulations. Neither the Company nor, to the knowledge of the undersigned, any of its directors, officers, employees, or agents has directly or indirectly offered, paid, promised, or authorized the payment of anything of value to any government official, political party, or candidate for political office for the purpose of influencing any act or decision, securing any improper advantage, or obtaining or retaining business in connection with the activities contemplated by the Agreement.
(e) Export Control and Sanctions Compliance. Meridian is in compliance with all applicable export control laws and regulations and economic sanctions programs, including without limitation: (i) the U.S. Export Administration Regulations (15 C.F.R. Parts 730–774) (the "EAR"); (ii) Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 (the "EU Dual-Use Regulation"), as amended or supplemented; (iii) all sanctions and embargo programs administered and enforced by the U.S. Department of the Treasury, Office of Foreign Assets Control ("OFAC"), including the Specially Designated Nationals and blocked Persons List; and (iv) all sanctions programs administered and enforced by the European Union under Council Regulation (EU) No. 269/2014 and related regulations, as amended. Meridian further confirms that it has not, and shall not, directly or indirectly resell, distribute, export, re-export, or otherwise transfer any Licensed Products into any Restricted Territory, including without limitation Cuba, Iran, the Democratic People's Republic of Korea (North Korea), Syria, or the Crimea, Donetsk, and Luhansk regions of Ukraine.
(f) Data Protection Compliance. Meridian is in compliance with all applicable data protection and privacy laws and regulations in connection with its processing of personal data under the Agreement and the Data Processing Agreement set forth in Exhibit C thereto, including without limitation: (i) Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the "General Data Protection Regulation" or "GDPR"); (ii) the United Kingdom General Data Protection Regulation, as incorporated into UK law by the European Union (Withdrawal) Act 2018 and as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (the "UK GDPR"); and (iii) all applicable implementing legislation and guidance issued by competent data protection supervisory authorities. Meridian has implemented appropriate technical and organizational measures to ensure a level of security appropriate to the risks presented by the processing of personal data contemplated under the Agreement and the Data Processing Agreement.
(g) Accuracy of Information. All financial information, organizational documents, corporate records, and other information and materials provided by Meridian to Lumos or its counsel in connection with the negotiation, execution, and delivery of the Agreement and the other Transaction Documents are true, correct, and complete in all material respects, do not contain any untrue statement of material fact, and do not omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading.
(h) Insurance Coverage. Meridian maintains in full force and effect insurance coverage meeting or exceeding all requirements set forth in Section 11.03 of the Agreement, as further described in Section 5 of this Certificate.
Section 4. No Material Adverse Change
The undersigned hereby certifies that, since the date of execution of the Agreement, no Material Adverse Change (as defined in Section 1.01 of the Agreement) has occurred with respect to the business, operations, financial condition, assets, liabilities, results of operations, or prospects of Meridian Data Solutions GmbH that would reasonably be expected to impair, hinder, or prevent Meridian's ability to perform its obligations under the Agreement or any of the other Transaction Documents.
Without limiting the generality of the foregoing, the undersigned further certifies that no event, circumstance, development, change, occurrence, or state of facts has occurred since the date of execution of the Agreement that, individually or in the aggregate, with or without the giving of notice or the lapse of time or both, would constitute, or would reasonably be expected to constitute, a default, breach, or event of default under the Agreement or any of the other Transaction Documents. The Company's business operations have continued in the ordinary course consistent with past practice, and no material assets have been disposed of, no material liabilities have been incurred, and no material contractual commitments have been entered into outside of the ordinary course of business.
Section 5. Evidence of Insurance Coverage
The undersigned hereby certifies that Meridian Data Solutions GmbH maintains insurance coverage meeting or exceeding all requirements set forth in Section 11.03 of the Agreement, as follows:
(a) Commercial General Liability Insurance. Meridian maintains commercial general liability insurance (allgemeine Betriebshaftpflichtversicherung) providing coverage of not less than €5,000,000 per occurrence and €10,000,000 in the aggregate per policy year, covering bodily injury, property damage, products liability, completed operations, personal injury, and advertising injury arising out of or in connection with the business operations of the Company.
(b) Professional Indemnity Insurance. Meridian maintains professional indemnity insurance (Berufshaftpflichtversicherung) providing coverage of not less than €10,000,000 per occurrence and €20,000,000 in the aggregate per policy year, covering claims arising from errors, omissions, negligent acts, or wrongful acts in connection with the provision of professional services, including without limitation the resale, distribution, implementation support, and first-tier technical support services contemplated by the Agreement.
(c) Cyber Liability Insurance. Meridian maintains cyber liability insurance (Cyber-Haftpflichtversicherung) providing coverage of not less than €5,000,000 per occurrence and €10,000,000 in the aggregate per policy year, covering network security liability, privacy liability, data breach response costs, regulatory defense and penalties, and business interruption arising from cyber events.
All of the foregoing insurance coverages are maintained with Rheinland Versicherung AG under Policy No. RV-2024-1148703. Certificates of insurance issued by Rheinland Versicherung AG evidencing such coverages, including the policy limits, deductibles, named insureds, additional insureds, and policy periods, are attached hereto as Attachment A and are incorporated herein by reference.
The undersigned further certifies that all such policies are currently in full force and effect as of the Closing Date and shall remain in full force and effect for the duration of the term of the Agreement, subject to Meridian's obligation under Section 11.03(d) of the Agreement to maintain such coverage and to provide prompt written notice to Lumos of any material change in, cancellation of, or failure to renew such policies. Lumos Analytics Inc. has been added as an additional insured party under each such policy, as required by Section 11.03(e) of the Agreement.
Section 6. Sub-Distributors
The undersigned hereby certifies, with respect to the pre-approved sub-distributors identified in Exhibit B to the Agreement, as follows:
(a) Meridian Data Solutions UK Ltd. Meridian Data Solutions UK Ltd is a private limited company duly incorporated and validly existing under the laws of England and Wales, registered with Companies House under company number 12847391, with its registered office at 14 Fenchurch Place, London EC3M 5AJ, United Kingdom. The sole director of Meridian Data Solutions UK Ltd is Katarina Voss. Meridian Data Solutions UK Ltd is designated as the authorized sub-distributor for the resale and distribution of Licensed Products within the United Kingdom and Ireland territory, as further set forth in Exhibit B to the Agreement. Meridian Data Solutions UK Ltd is a wholly owned subsidiary of Meridian Data Solutions GmbH.
(b) Meridian Data Solutions SARL. Meridian Data Solutions SARL is a société à responsabilité limitée duly organized and validly existing under the laws of the French Republic, registered with the Registre du Commerce et des Sociétés under SIREN number 912 483 057, with its registered office at 27 Rue de la Boétie, 75008 Paris, France. The Gérant of Meridian Data Solutions SARL is Jean-Philippe Moreau. Meridian Data Solutions SARL is designated as the authorized sub-distributor for the resale and distribution of Licensed Products within France, Belgium, Luxembourg, and French-speaking Switzerland, as further set forth in Exhibit B to the Agreement. Meridian Data Solutions SARL is a wholly owned subsidiary of Meridian Data Solutions GmbH.
The undersigned further certifies that each of the foregoing sub-distributors has executed a Sub-Distributor Agreement with Meridian containing terms and conditions that are no less protective of the rights and interests of Lumos Analytics Inc. than those contained in the Agreement, including without limitation provisions relating to intellectual property protection, confidentiality, data privacy and GDPR compliance, export control and sanctions compliance, anti-corruption compliance, insurance requirements, and audit rights, all as required by Section 4.05 of the Agreement.
Section 7. No Litigation or Proceedings
The undersigned hereby certifies that, as of the date hereof, there are no actions, suits, claims, proceedings, arbitrations, investigations, inquiries, or governmental or regulatory proceedings of any nature (whether civil, criminal, administrative, regulatory, or otherwise) pending or, to the knowledge of the undersigned after due inquiry, threatened in writing against or affecting Meridian Data Solutions GmbH, any of its subsidiaries (including Meridian Data Solutions UK Ltd and Meridian Data Solutions SARL), or any of its directors, officers, or key employees in their capacities as such, before any court, arbitral tribunal, governmental authority, regulatory body, or other tribunal, that:
(i) would, individually or in the aggregate, materially and adversely affect Meridian's ability to perform its obligations under the Agreement or any of the other Transaction Documents;
(ii) would challenge or seek to enjoin, restrain, or prohibit the consummation of the transactions contemplated by the Agreement;
(iii) would, individually or in the aggregate, result in a material liability, loss, or expense to the Company that would impair its financial capacity to meet the Minimum Annual Commitment obligations or any other financial obligations under the Agreement; or
(iv) would involve any allegation of violation of any applicable anti-corruption law, export control or sanctions regulation, or data protection or privacy law.
Section 8. Compliance with Agreement Obligations
The undersigned hereby certifies that Meridian has duly performed and complied with all covenants, agreements, obligations, conditions, and undertakings required to be performed or complied with by Meridian on or before the Closing Date pursuant to the terms and provisions of the Agreement and the other Transaction Documents.
The undersigned further certifies that Meridian is fully prepared to commence its obligations as the authorized non-exclusive reseller of Lumos Prism™ analytics platform products within the EMEA Territory as of the Effective Date of April 1, 2024, including without limitation the establishment of all necessary operational infrastructure, hiring and training of qualified sales and technical support personnel, implementation of required compliance programs, and deployment of customer relationship management and order processing systems.
In connection therewith, the undersigned acknowledges and confirms, on behalf of Meridian, the following Minimum Annual Commitment schedule, as set forth in Exhibit F to the Agreement:
The undersigned further acknowledges and confirms the payment terms applicable to the foregoing Minimum Annual Commitment obligations, including without limitation: (i) payment terms of net forty-five (45) days from the date of each invoice issued by Lumos; (ii) a five percent (5%) escrow holdback of all quarterly payments, to be deposited with Evergreen Trust Company, N.A. as escrow agent pursuant to the Escrow Agreement; and (iii) the first quarterly Minimum Annual Commitment payment in the amount of $1,125,000 (being one-quarter of the Year 1 Minimum Annual Commitment) is due and payable on or before June 15, 2024.
Section 9. Reliance
This Certificate is delivered with the express understanding and intention that Lumos Analytics Inc. and its counsel, Calderwood & Harkness LLP, will rely upon the certifications, representations, warranties, and statements contained herein in connection with the closing of the transactions contemplated by the Agreement and in determining that the conditions precedent to the obligations of Lumos under Article VIII of the Agreement have been satisfied. The undersigned acknowledges that Lumos would not consummate the transactions contemplated by the Agreement in the absence of this Certificate and the certifications set forth herein.
Notwithstanding the foregoing, this Certificate is delivered pursuant to and in furtherance of the Agreement and shall not modify, amend, supplement, or supersede any provision of the Agreement or any of the other Transaction Documents. In the event of any conflict or inconsistency between any statement contained in this Certificate and any provision of the Agreement, the provisions of the Agreement shall control and govern.
This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof, consistent with Section 14.08 of the Agreement.
[Remainder of this page intentionally left blank. Signature page follows.]
SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF MERIDIAN DATA SOLUTIONS GMBH
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above, in his capacity as Geschäftsführer (Managing Director) of Meridian Data Solutions GmbH, and not in his individual capacity.
MERIDIAN DATA SOLUTIONS GMBH
By: ________
Name: Florian Eckstein
Title: Geschäftsführer (Managing Director)
Date: March 22, 2024
Place of Execution: München, Germany
ATTACHMENT A
CERTIFICATES OF INSURANCE
Policyholder: Meridian Data Solutions GmbH, Leopoldstraße 78, 80802 München, Germany
Insurance Carrier: Rheinland Versicherung AG, Hauptverwaltung, Kaiser-Wilhelm-Ring 31, 50672 Köln, Germany
Policy Number: RV-2024-1148703
Coverages Evidenced:
Additional Insured: Lumos Analytics Inc., 401 Congress Avenue, Suite 2800, Austin, Texas 78701, United States of America
Policy Effective Date: April 1, 2024
Policy Expiration Date: March 31, 2025 (subject to annual renewal for each subsequent year of the Agreement term through at least March 31, 2029)
Status: In full force and effect as of the Closing Date (March 22, 2024)
Note: Actual certificates of insurance issued by Rheinland Versicherung AG, together with any applicable endorsements, riders, and schedules, are to be physically attached to this Attachment A at the time of execution and delivery of this Officer's Certificate. The summary information set forth above is provided for convenience of reference only and is qualified in its entirety by reference to the full certificates of insurance and underlying policy documents.
Contract Year | Period | Minimum Annual Commitment
Year 1 | April 1, 2024 – March 31, 2025 | $4,500,000
Year 2 | April 1, 2025 – March 31, 2026 | $5,400,000
Year 3 | April 1, 2026 – March 31, 2027 | $6,300,000
Year 4 | April 1, 2027 – March 31, 2028 | $6,900,000
Year 5 | April 1, 2028 – March 31, 2029 | $6,900,000
Total | Five-Year Term | $30,000,000
Coverage Type | Per Occurrence Limit | Aggregate Limit (per policy year)
Commercial General Liability (Allgemeine Betriebshaftpflichtversicherung) | €5,000,000 | €10,000,000
Professional Indemnity (Berufshaftpflichtversicherung) | €10,000,000 | €20,000,000
Cyber Liability (Cyber-Haftpflichtversicherung) | €5,000,000 | €10,000,000

OFFICER'S CERTIFICATE OF MERIDIAN DATA SOLUTIONS GMBH

RECITALS

SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF MERIDIAN DATA SOLUTIONS GMBH

MERIDIAN DATA SOLUTIONS GMBH

ATTACHMENT A

CERTIFICATES OF INSURANCE

Record

Parties

Dates

Amounts