1008-00010 · Lumos Analytics Inc · Correspondence

closing-confirmation-letter.docx DOCUMENT Funds

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

801 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7201 www.calderwoodharkness.com

April 2, 2024

VIA ELECTRONIC MAIL AND Sundial Data Systems

Daniel Ostroff Vice President, Legal & Compliance Lumos Analytics Inc. 4700 Sandhill Road, Suite 300 Palo Alto, California 94304

Tomoko Ishikawa Senior Vice President, Global Partnerships Lumos Analytics Inc. 4700 Sandhill Road, Suite 300 Palo Alto, California 94304

Re: Closing Confirmation — Channel Reseller Program Agreement between Lumos Analytics Inc. and Meridian Data Solutions GmbH Matter No.: 1008-00010

Dear Daniel and Tomoko:

1. Confirmation of Closing

We are pleased to confirm that the closing of the Channel Reseller Program Agreement (the "Agreement") by and between Lumos Analytics Inc., a Delaware corporation ("Lumos"), and Meridian Data Solutions GmbH, a company organized under the laws of the Federal Republic of Germany ("Meridian"), occurred on March 22, 2024 (the "Closing" or the "Closing Date").

Based on our review of the transaction documents, we can confirm that all conditions precedent to closing, as set forth in Article VIII of the Agreement, were duly satisfied or waived in writing as of the Closing Date. Each of the representations and warranties of the respective parties were accurate in all material respects as of such date, and all required certificates, consents, and ancillary agreements were delivered in proper form.

The Agreement and all ancillary documents described in Section 2 below have been fully executed and delivered by all parties thereto. Accordingly, this firm's engagement in connection with Matter No. 1008-00010 — pertaining to the negotiation, drafting, and closing of the Agreement — is now closed and completed, subject to the ongoing availability described in Section 7 of this letter.

We congratulate you and the entire Lumos team on the successful completion of this important strategic transaction, which establishes a significant EMEA channel distribution presence for the Lumos Prism™ platform.

2. Summary of Executed Documents

Set forth below is a complete enumeration of all agreements, exhibits, certificates, and other deliverables that were executed and delivered in connection with the Closing. Fully executed originals and/or copies of each of these documents have been compiled in the closing binder referenced in Section 5 below.

1. Channel Reseller Program Agreement, dated March 22, 2024, by and between Lumos Analytics Inc. and Meridian Data Solutions GmbH, executed by Priya Raghavan, Chief Executive Officer of Lumos, and Florian Eckstein, Geschäftsführer (Managing Director) of Meridian.

2. Exhibit A — Licensed Products & Pricing Schedule, setting forth the licensed products included in the Lumos Prism™ platform offering and the applicable pricing structure, including the thirty percent (30%) reseller discount off Lumos's published EMEA list prices.

3. Exhibit B — EMEA Territory & Sub-Distributor Authorization, delineating the geographic scope of Meridian's reseller rights across the EMEA territory and the framework for sub-distributor appointments.

4. Exhibit C — Data Processing Agreement (DPA), incorporating the GDPR Standard Contractual Clauses (European Commission Implementing Decision (EU) 2021/914, Module Two — Controller-to-Processor), governing the processing of personal data in connection with the Agreement.

5. Exhibit D — Trademark License & Brand Guidelines, granting Meridian a limited, non-exclusive, non-transferable license to use Lumos's trademarks, service marks, and brand assets in connection with the resale of licensed products, subject to the brand guidelines and quality control standards set forth therein.

6. Exhibit E — Service Level Agreement (SLA), specifying the performance standards for the Lumos Prism™ platform, including a 99.95% uptime commitment, hosted by Stratos Cloud Services AG at its Frankfurt, Germany data center, together with the applicable service credit mechanisms for any failure to meet the stated service levels.

7. Exhibit F — Minimum Annual Commitment Schedule, setting forth the annual minimum purchase commitments applicable to Meridian over each year of the initial term, as further described in Section 3 of this letter.

8. Escrow Agreement, dated March 22, 2024, among Lumos Analytics Inc., Meridian Data Solutions GmbH, and Evergreen Trust Company, N.A., as escrow agent (escrow officer: Maria Gutierrez), establishing the escrow account and related procedures for the deposit, maintenance, and release of the quarterly holdback amounts described in the Agreement.

9. Sub-Distributor Consent Letter — Meridian Data Solutions UK Ltd, a company incorporated in England and Wales (Companies House Registration No. 12847391), authorizing Meridian Data Solutions UK Ltd to act as a sub-distributor for the resale of Lumos licensed products within the United Kingdom and the Republic of Ireland.

10. Sub-Distributor Consent Letter — Meridian Data Solutions SARL, a société à responsabilité limitée organized under the laws of France (SIREN 912 483 057), authorizing Meridian Data Solutions SARL to act as a sub-distributor for the resale of Lumos licensed products within France, Belgium, Luxembourg, and French-speaking Switzerland.

11. Officer's Certificate — Lumos Analytics Inc., executed by Priya Raghavan, Chief Executive Officer, and Marcus Ellenberg, Chief Financial Officer, certifying the accuracy of Lumos's representations and warranties and satisfaction of Lumos's conditions precedent to closing.

12. Secretary's Certificate — Lumos Analytics Inc., certifying true and correct copies of the Board Resolution authorizing the execution and delivery of the Agreement and related transaction documents, together with an incumbency certificate confirming the authority of the signing officers.

13. Officer's Certificate — Meridian Data Solutions GmbH, executed by Florian Eckstein, Geschäftsführer, certifying the accuracy of Meridian's representations and warranties and satisfaction of Meridian's conditions precedent to closing, with attached evidence of insurance coverage from Rheinland Versicherung AG (Policy No. RV-2024-1148703), meeting the minimum coverage requirements set forth in Section 11.4 of the Agreement.

14. Bring-Down Certificate — Representations & Warranties, executed by authorized officers of both Lumos and Meridian, confirming that all representations and warranties made by each party in the Agreement remain true and correct in all material respects as of the Closing Date, without giving effect to any materiality or material adverse effect qualifications contained therein.

All of the foregoing documents have been reviewed by this firm and are in proper form for the purposes of the transactions contemplated by the Agreement.

3. Key Commercial Terms Recap

For ease of reference, we set forth below a summary of the principal commercial terms of the Agreement. This summary is provided for convenience only and is qualified in its entirety by reference to the full text of the Agreement and the applicable exhibits. In the event of any inconsistency between this summary and the terms of the Agreement, the Agreement shall govern.

Total Contract Value (TCV): Thirty Million Dollars ($30,000,000) over the five-year initial term, representing the aggregate of Meridian's minimum annual commitments.

Initial Term: April 1, 2024 through March 31, 2029 (five years).

Effective Date: April 1, 2024. Meridian's reseller rights under the Agreement commenced on this date, and Meridian is authorized to market, promote, and resell Lumos Prism™ licensed products throughout the EMEA territory effective as of this date.

Minimum Annual Commitment (MAC) Schedule:

Reseller discount: Thirty percent (30%) off Lumos's published EMEA list prices, applicable to all licensed products set forth in Exhibit A.

Payment Terms: Net forty-five (45) days from the date of invoice. Late payments shall bear interest at a rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) on the outstanding balance, calculated from the due date until the date of actual payment in full.

Escrow Holdback: Five percent (5%) of each quarterly payment shall be withheld and deposited with Evergreen Trust Company, N.A. as escrow agent, for the purpose of securing potential indemnification claims under Article X of the Agreement. Based on the Year 1 MAC, the quarterly holdback amount for Year 1 is Fifty-Six Thousand Two Hundred Fifty Dollars ($56,250) per quarter.

Indemnification Cap: Fifteen Million Dollars ($15,000,000) in the aggregate per party, representing fifty percent (50%) of the Total Contract Value. This cap is subject to carve-outs for claims arising from (i) willful misconduct, (ii) fraud, (iii) breaches of confidentiality obligations, and (iv) intellectual property infringement, each of which is uncapped.

Governing Law and Dispute Resolution: The Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of or relating to the Agreement shall be resolved by binding arbitration administered by JAMS in Los Angeles, California, in accordance with the JAMS International Arbitration Rules then in effect. Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive relief in the state or federal courts located in Santa Clara County, California, and each party irrevocably consents to the exclusive jurisdiction and venue of such courts for purposes of injunctive relief proceedings.

Territory: All countries within Europe (including the United Kingdom), the Middle East, and Africa (the "EMEA Territory"). Meridian's reseller appointment is on a non-exclusive basis, and Lumos retains the right to appoint additional resellers, distributors, or agents within the EMEA Territory and to sell directly to end-users within the EMEA Territory.

4. Upcoming Dates and Action Items

We wish to draw your attention to the following important dates and action items arising from the Agreement. We strongly recommend that Lumos calendar each of the dates set forth below and implement appropriate internal tracking and reminder systems to ensure timely compliance.

First Quarterly MAC Payment — June 15, 2024. Meridian's first quarterly payment in the amount of One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000) — representing one-quarter of the Year 1 MAC of $4,500,000 — is due on or before June 15, 2024. This payment is to be made to Lumos's designated account at Pinnacle National Bank, N.A. (relationship manager: David Okonkwo) via wire transfer in accordance with the wire instructions set forth in Schedule 1 to the Agreement. Of this amount, the five percent (5%) escrow holdback of Fifty-Six Thousand Two Hundred Fifty Dollars ($56,250) shall be directed simultaneously to the escrow account maintained by Evergreen Trust Company, N.A. pursuant to the Escrow Agreement. We understand that Meridian's payment will originate from its account at Zarvenische Handelsbank AG (relationship manager: Thomas Weidner). Lumos should coordinate with its treasury team to confirm receipt of both amounts promptly upon the due date.

Subsequent Quarterly MAC Payments. Following the initial payment, quarterly MAC payments will be due on September 15, 2024, December 15, 2024, and March 15, 2025 for the remainder of Year 1, with the quarterly payment schedule continuing on a similar cadence throughout the remaining contract years, subject to adjustment in accordance with the escalating MAC schedule set forth in Exhibit F.

Renewal and Non-Renewal Deadlines. The Agreement provides for automatic renewal for successive one-year periods following the expiration of the initial term, unless either party delivers written notice of non-renewal to the other party at least ninety (90) days prior to the expiration of the then-current term. Accordingly, the first available non-renewal notice deadline is December 31, 2028 (i.e., ninety days prior to the initial term expiration date of March 31, 2029). Lumos should calendar this date well in advance and undertake a comprehensive evaluation of the reseller relationship and commercial performance no later than the third quarter of 2028 to ensure adequate time for a fully informed renewal decision.

Initial Term Expiration. The initial term of the Agreement expires on March 31, 2029, unless earlier terminated in accordance with the termination provisions of Article XII or automatically renewed as described above.

Internal Coordination. We note that Lumos should coordinate internally with Henrik Dalmqvist, Vice President, EMEA Sales, regarding the ongoing commercial management of the reseller relationship with Meridian, including quarterly business reviews, pipeline reporting, marketing development fund allocations, and sub-distributor performance monitoring. Mr. Dalmqvist's involvement will be essential to ensuring that the commercial objectives underlying this transaction are fully realized.

Insurance Maintenance. Lumos is reminded of its obligation under Section 11.4 of the Agreement to maintain errors and omissions (E&O) and cyber liability insurance coverage throughout the term of the Agreement. We understand that Lumos currently maintains such coverage with Atlas Mutual Insurance Company under Policy No. AML-TECH-2024-07829, providing coverage of Ten Million Dollars ($10,000,000) per occurrence and Twenty Million Dollars ($20,000,000) in the aggregate. Lumos should coordinate with Sandra Nwosu at Ridgepoint Insurance Brokers Inc. to ensure that this policy is timely renewed and that coverage limits remain at or above the minimums required by the Agreement. We recommend that Lumos establish an internal process for providing evidence of renewal to Meridian annually, as required by Section 11.4(c) of the Agreement.

5. Closing Binder

Calderwood & Harkness has compiled a comprehensive closing binder containing originals and/or fully executed copies of all transaction documents enumerated in Section 2 above. The closing binder is organized by tabbed sections corresponding to the document index enclosed with this letter.

The physical closing binder will be delivered to Lumos's offices at 4700 Sandhill Road, Suite 300, Palo Alto, California 94304, by Sundial Data Systems, together with a detailed index and table of contents organized by tab number. We anticipate that delivery will occur within three (3) business days of the date of this letter.

In addition, complete electronic copies (in PDF format) of all executed documents have been uploaded to the Calderwood & Harkness secure client matter portal for Matter No. 1008-00010. You and other authorized members of the Lumos team may access these materials at any time through the portal. If you require additional login credentials or experience any difficulty accessing the portal, please contact Leila Nazari or Robert Jansen at the contact information below.

We strongly recommend that Lumos retain all closing binder materials — both physical and electronic copies — for the full term of the Agreement and for a reasonable period following expiration or termination, which we suggest be no less than seven (7) years. This recommendation takes into account the post-termination obligations under the Agreement, including without limitation (i) the twelve-month wind-down period for existing end-user subscriptions set forth in Section 12.5, (ii) the escrow release provisions, which provide for release of escrowed funds twelve (12) months after termination subject to resolution of any pending indemnification claims, (iii) surviving confidentiality obligations, and (iv) applicable statutes of limitation for potential contractual and indemnification claims. Lumos may also wish to coordinate with its records retention team to ensure that these materials are catalogued in accordance with Lumos's internal document retention policies.

6. Advisor Acknowledgments

We wish to confirm the following with respect to the other professional advisors involved in this transaction:

Meridian's Outside Counsel. Kessler Hartmann Rechtsanwälte PartG mbB (Dr. Stefan Kessler and Laura Pfeiffer), acting as outside counsel to Meridian in connection with this transaction, has confirmed receipt of fully executed counterpart originals of all transaction documents listed in Section 2 above. We have maintained a cooperative and professional working relationship with the Kessler Hartmann team throughout the negotiation and closing process, and we anticipate that any post-closing matters requiring coordination between the parties' respective counsel can be handled efficiently.

UK/EU Regulatory and Data Protection Counsel. Thornbridge Whitaker LLP (Alistair Drummond), which served as UK and EU regulatory and data-protection counsel to Lumos throughout the transaction, has confirmed satisfaction of all applicable regulatory requirements as of the Closing Date. This includes confirmation that the Data Processing Agreement (Exhibit C) and the incorporated GDPR Standard Contractual Clauses comply with applicable requirements under the UK General Data Protection Regulation (UK GDPR), the EU General Data Protection Regulation (Regulation (EU) 2016/679), and related national implementing legislation in key EMEA jurisdictions.

Transfer Pricing Advisor. Caldwell & Pryce Advisory LLC (Ingrid Svensson) finalized the transfer pricing memorandum on March 15, 2024, supporting the arm's-length nature of the thirty percent (30%) reseller discount under the Comparable Uncontrolled Price (CUP) method, consistent with the Organisation for Economic Co-operation and Development (OECD) Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations. A copy of the transfer pricing memorandum has been included in the closing binder at Tab 15 and uploaded to the matter portal. We recommend that Lumos review this memorandum periodically and update the analysis as necessary in connection with any material changes to the pricing structure or the nature of the reseller arrangement.

Independent Auditors. Whitmore Paige & Co. LLP (Gregory Chen), Lumos's independent auditors, has been notified of the transaction for financial reporting purposes, including the appropriate accounting treatment of the Agreement under ASC 606 (Revenue from Contracts with Customers) and related guidance.

7. Ongoing Assistance

While Matter No. 1008-00010 is now marked as closed and completed in our records, Calderwood & Harkness remains fully available to assist Lumos with any post-closing matters that may arise in connection with the Agreement. By way of example, and without limitation, we are prepared to assist with:

• Interpretation and construction of the Agreement or any of the ancillary documents;

• Ongoing compliance monitoring, including matters relating to U.S. export controls (EAR and ITAR), economic sanctions (OFAC, EU restrictive measures, and UK sanctions), and data protection (GDPR, UK GDPR, and applicable national data protection laws);

• Review and approval of future sub-distributor appointments within the EMEA Territory;

• Amendments, modifications, or supplements to the Agreement;

• Any disputes, claims, or potential arbitration proceedings arising under or relating to the Agreement; and

• Renewal negotiations or termination procedures as the initial term approaches expiration.

Please note that any such new matters would be opened under a separate engagement letter and matter number in accordance with our standard firm policies and the terms of our engagement letter with Lumos dated January 8, 2024.

8. Engagement Team

The Calderwood & Harkness engagement team for this matter consisted of the following attorneys:

• Howard Bellamy, Partner (Responsible Partner)

• Douglas Fairchild, Partner (Billing Partner)

• Leila Nazari, Associate (Lead Associate)

• Robert Jansen, Associate (Working Associate)

On behalf of the entire engagement team, I would like to express our sincere appreciation for the opportunity to represent Lumos Analytics Inc. in this important transaction. It was a genuine pleasure to work collaboratively with you, Daniel and Tomoko, and with the broader Lumos team — including Priya Raghavan, Marcus Ellenberg, and Henrik Dalmqvist — throughout the negotiation and closing process. We also wish to acknowledge the productive collaboration with Rebecca Solari at Crestline Capital Partners, LP, whose contributions to the strategic and commercial dimensions of this transaction were invaluable.

We are proud to have played a role in establishing Lumos's EMEA channel distribution framework through this Agreement with Meridian, and we look forward to supporting Lumos's continued growth and success in the years ahead.

Please do not hesitate to contact me directly at (213) 555-7210 or hbellamy@calderwoodharkness.com, or Leila Nazari at (213) 555-7245 or lnazari@calderwoodharkness.com, should you have any questions regarding this letter or any matter relating to the Agreement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Howard Bellamy Partner 801 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Tel: (213) 555-7210

Email: hbellamy@calderwoodharkness.com

cc: (via electronic mail)

Priya Raghavan, Chief Executive Officer, Lumos Analytics Inc. Marcus Ellenberg, Chief Financial Officer, Lumos Analytics Inc. Henrik Dalmqvist, Vice President, EMEA Sales, Lumos Analytics Inc. Rebecca Solari, Portfolio Operations Partner, Crestline Capital Partners, LP Douglas Fairchild, Partner, Calderwood & Harkness LLP Leila Nazari, Associate, Calderwood & Harkness LLP Robert Jansen, Associate, Calderwood & Harkness LLP

Enclosure: Closing Binder Index / Table of Contents (separate delivery of full closing binder to follow via Sundial Data Systems)

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	$30,000,000

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
801 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7200 Facsimile: (213) 555-7201 www.calderwoodharkness.com
April 2, 2024
VIA ELECTRONIC MAIL AND Sundial Data Systems
Daniel Ostroff Vice President, Legal & Compliance Lumos Analytics Inc. 4700 Sandhill Road, Suite 300 Palo Alto, California 94304
Tomoko Ishikawa Senior Vice President, Global Partnerships Lumos Analytics Inc. 4700 Sandhill Road, Suite 300 Palo Alto, California 94304
Re: Closing Confirmation — Channel Reseller Program Agreement between Lumos Analytics Inc. and Meridian Data Solutions GmbH Matter No.: 1008-00010
Dear Daniel and Tomoko:
1. Confirmation of Closing
We are pleased to confirm that the closing of the Channel Reseller Program Agreement (the "Agreement") by and between Lumos Analytics Inc., a Delaware corporation ("Lumos"), and Meridian Data Solutions GmbH, a company organized under the laws of the Federal Republic of Germany ("Meridian"), occurred on March 22, 2024 (the "Closing" or the "Closing Date").
Based on our review of the transaction documents, we can confirm that all conditions precedent to closing, as set forth in Article VIII of the Agreement, were duly satisfied or waived in writing as of the Closing Date. Each of the representations and warranties of the respective parties were accurate in all material respects as of such date, and all required certificates, consents, and ancillary agreements were delivered in proper form.
The Agreement and all ancillary documents described in Section 2 below have been fully executed and delivered by all parties thereto. Accordingly, this firm's engagement in connection with Matter No. 1008-00010 — pertaining to the negotiation, drafting, and closing of the Agreement — is now closed and completed, subject to the ongoing availability described in Section 7 of this letter.
We congratulate you and the entire Lumos team on the successful completion of this important strategic transaction, which establishes a significant EMEA channel distribution presence for the Lumos Prism™ platform.
2. Summary of Executed Documents
Set forth below is a complete enumeration of all agreements, exhibits, certificates, and other deliverables that were executed and delivered in connection with the Closing. Fully executed originals and/or copies of each of these documents have been compiled in the closing binder referenced in Section 5 below.
1. Channel Reseller Program Agreement, dated March 22, 2024, by and between Lumos Analytics Inc. and Meridian Data Solutions GmbH, executed by Priya Raghavan, Chief Executive Officer of Lumos, and Florian Eckstein, Geschäftsführer (Managing Director) of Meridian.
2. Exhibit A — Licensed Products & Pricing Schedule, setting forth the licensed products included in the Lumos Prism™ platform offering and the applicable pricing structure, including the thirty percent (30%) reseller discount off Lumos's published EMEA list prices.
3. Exhibit B — EMEA Territory & Sub-Distributor Authorization, delineating the geographic scope of Meridian's reseller rights across the EMEA territory and the framework for sub-distributor appointments.
4. Exhibit C — Data Processing Agreement (DPA), incorporating the GDPR Standard Contractual Clauses (European Commission Implementing Decision (EU) 2021/914, Module Two — Controller-to-Processor), governing the processing of personal data in connection with the Agreement.
5. Exhibit D — Trademark License & Brand Guidelines, granting Meridian a limited, non-exclusive, non-transferable license to use Lumos's trademarks, service marks, and brand assets in connection with the resale of licensed products, subject to the brand guidelines and quality control standards set forth therein.
6. Exhibit E — Service Level Agreement (SLA), specifying the performance standards for the Lumos Prism™ platform, including a 99.95% uptime commitment, hosted by Stratos Cloud Services AG at its Frankfurt, Germany data center, together with the applicable service credit mechanisms for any failure to meet the stated service levels.
7. Exhibit F — Minimum Annual Commitment Schedule, setting forth the annual minimum purchase commitments applicable to Meridian over each year of the initial term, as further described in Section 3 of this letter.
8. Escrow Agreement, dated March 22, 2024, among Lumos Analytics Inc., Meridian Data Solutions GmbH, and Evergreen Trust Company, N.A., as escrow agent (escrow officer: Maria Gutierrez), establishing the escrow account and related procedures for the deposit, maintenance, and release of the quarterly holdback amounts described in the Agreement.
9. Sub-Distributor Consent Letter — Meridian Data Solutions UK Ltd, a company incorporated in England and Wales (Companies House Registration No. 12847391), authorizing Meridian Data Solutions UK Ltd to act as a sub-distributor for the resale of Lumos licensed products within the United Kingdom and the Republic of Ireland.
10. Sub-Distributor Consent Letter — Meridian Data Solutions SARL, a société à responsabilité limitée organized under the laws of France (SIREN 912 483 057), authorizing Meridian Data Solutions SARL to act as a sub-distributor for the resale of Lumos licensed products within France, Belgium, Luxembourg, and French-speaking Switzerland.
11. Officer's Certificate — Lumos Analytics Inc., executed by Priya Raghavan, Chief Executive Officer, and Marcus Ellenberg, Chief Financial Officer, certifying the accuracy of Lumos's representations and warranties and satisfaction of Lumos's conditions precedent to closing.
12. Secretary's Certificate — Lumos Analytics Inc., certifying true and correct copies of the Board Resolution authorizing the execution and delivery of the Agreement and related transaction documents, together with an incumbency certificate confirming the authority of the signing officers.
13. Officer's Certificate — Meridian Data Solutions GmbH, executed by Florian Eckstein, Geschäftsführer, certifying the accuracy of Meridian's representations and warranties and satisfaction of Meridian's conditions precedent to closing, with attached evidence of insurance coverage from Rheinland Versicherung AG (Policy No. RV-2024-1148703), meeting the minimum coverage requirements set forth in Section 11.4 of the Agreement.
14. Bring-Down Certificate — Representations & Warranties, executed by authorized officers of both Lumos and Meridian, confirming that all representations and warranties made by each party in the Agreement remain true and correct in all material respects as of the Closing Date, without giving effect to any materiality or material adverse effect qualifications contained therein.
All of the foregoing documents have been reviewed by this firm and are in proper form for the purposes of the transactions contemplated by the Agreement.
3. Key Commercial Terms Recap
For ease of reference, we set forth below a summary of the principal commercial terms of the Agreement. This summary is provided for convenience only and is qualified in its entirety by reference to the full text of the Agreement and the applicable exhibits. In the event of any inconsistency between this summary and the terms of the Agreement, the Agreement shall govern.
Total Contract Value (TCV): Thirty Million Dollars ($30,000,000) over the five-year initial term, representing the aggregate of Meridian's minimum annual commitments.
Initial Term: April 1, 2024 through March 31, 2029 (five years).
Effective Date: April 1, 2024. Meridian's reseller rights under the Agreement commenced on this date, and Meridian is authorized to market, promote, and resell Lumos Prism™ licensed products throughout the EMEA territory effective as of this date.
Minimum Annual Commitment (MAC) Schedule:
Reseller discount: Thirty percent (30%) off Lumos's published EMEA list prices, applicable to all licensed products set forth in Exhibit A.
Payment Terms: Net forty-five (45) days from the date of invoice. Late payments shall bear interest at a rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) on the outstanding balance, calculated from the due date until the date of actual payment in full.
Escrow Holdback: Five percent (5%) of each quarterly payment shall be withheld and deposited with Evergreen Trust Company, N.A. as escrow agent, for the purpose of securing potential indemnification claims under Article X of the Agreement. Based on the Year 1 MAC, the quarterly holdback amount for Year 1 is Fifty-Six Thousand Two Hundred Fifty Dollars ($56,250) per quarter.
Indemnification Cap: Fifteen Million Dollars ($15,000,000) in the aggregate per party, representing fifty percent (50%) of the Total Contract Value. This cap is subject to carve-outs for claims arising from (i) willful misconduct, (ii) fraud, (iii) breaches of confidentiality obligations, and (iv) intellectual property infringement, each of which is uncapped.
Governing Law and Dispute Resolution: The Agreement is governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any dispute arising out of or relating to the Agreement shall be resolved by binding arbitration administered by JAMS in Los Angeles, California, in accordance with the JAMS International Arbitration Rules then in effect. Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive relief in the state or federal courts located in Santa Clara County, California, and each party irrevocably consents to the exclusive jurisdiction and venue of such courts for purposes of injunctive relief proceedings.
Territory: All countries within Europe (including the United Kingdom), the Middle East, and Africa (the "EMEA Territory"). Meridian's reseller appointment is on a non-exclusive basis, and Lumos retains the right to appoint additional resellers, distributors, or agents within the EMEA Territory and to sell directly to end-users within the EMEA Territory.
4. Upcoming Dates and Action Items
We wish to draw your attention to the following important dates and action items arising from the Agreement. We strongly recommend that Lumos calendar each of the dates set forth below and implement appropriate internal tracking and reminder systems to ensure timely compliance.
First Quarterly MAC Payment — June 15, 2024. Meridian's first quarterly payment in the amount of One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000) — representing one-quarter of the Year 1 MAC of $4,500,000 — is due on or before June 15, 2024. This payment is to be made to Lumos's designated account at Pinnacle National Bank, N.A. (relationship manager: David Okonkwo) via wire transfer in accordance with the wire instructions set forth in Schedule 1 to the Agreement. Of this amount, the five percent (5%) escrow holdback of Fifty-Six Thousand Two Hundred Fifty Dollars ($56,250) shall be directed simultaneously to the escrow account maintained by Evergreen Trust Company, N.A. pursuant to the Escrow Agreement. We understand that Meridian's payment will originate from its account at Zarvenische Handelsbank AG (relationship manager: Thomas Weidner). Lumos should coordinate with its treasury team to confirm receipt of both amounts promptly upon the due date.
Subsequent Quarterly MAC Payments. Following the initial payment, quarterly MAC payments will be due on September 15, 2024, December 15, 2024, and March 15, 2025 for the remainder of Year 1, with the quarterly payment schedule continuing on a similar cadence throughout the remaining contract years, subject to adjustment in accordance with the escalating MAC schedule set forth in Exhibit F.
Renewal and Non-Renewal Deadlines. The Agreement provides for automatic renewal for successive one-year periods following the expiration of the initial term, unless either party delivers written notice of non-renewal to the other party at least ninety (90) days prior to the expiration of the then-current term. Accordingly, the first available non-renewal notice deadline is December 31, 2028 (i.e., ninety days prior to the initial term expiration date of March 31, 2029). Lumos should calendar this date well in advance and undertake a comprehensive evaluation of the reseller relationship and commercial performance no later than the third quarter of 2028 to ensure adequate time for a fully informed renewal decision.
Initial Term Expiration. The initial term of the Agreement expires on March 31, 2029, unless earlier terminated in accordance with the termination provisions of Article XII or automatically renewed as described above.
Internal Coordination. We note that Lumos should coordinate internally with Henrik Dalmqvist, Vice President, EMEA Sales, regarding the ongoing commercial management of the reseller relationship with Meridian, including quarterly business reviews, pipeline reporting, marketing development fund allocations, and sub-distributor performance monitoring. Mr. Dalmqvist's involvement will be essential to ensuring that the commercial objectives underlying this transaction are fully realized.
Insurance Maintenance. Lumos is reminded of its obligation under Section 11.4 of the Agreement to maintain errors and omissions (E&O) and cyber liability insurance coverage throughout the term of the Agreement. We understand that Lumos currently maintains such coverage with Atlas Mutual Insurance Company under Policy No. AML-TECH-2024-07829, providing coverage of Ten Million Dollars ($10,000,000) per occurrence and Twenty Million Dollars ($20,000,000) in the aggregate. Lumos should coordinate with Sandra Nwosu at Ridgepoint Insurance Brokers Inc. to ensure that this policy is timely renewed and that coverage limits remain at or above the minimums required by the Agreement. We recommend that Lumos establish an internal process for providing evidence of renewal to Meridian annually, as required by Section 11.4(c) of the Agreement.
5. Closing Binder
Calderwood & Harkness has compiled a comprehensive closing binder containing originals and/or fully executed copies of all transaction documents enumerated in Section 2 above. The closing binder is organized by tabbed sections corresponding to the document index enclosed with this letter.
The physical closing binder will be delivered to Lumos's offices at 4700 Sandhill Road, Suite 300, Palo Alto, California 94304, by Sundial Data Systems, together with a detailed index and table of contents organized by tab number. We anticipate that delivery will occur within three (3) business days of the date of this letter.
In addition, complete electronic copies (in PDF format) of all executed documents have been uploaded to the Calderwood & Harkness secure client matter portal for Matter No. 1008-00010. You and other authorized members of the Lumos team may access these materials at any time through the portal. If you require additional login credentials or experience any difficulty accessing the portal, please contact Leila Nazari or Robert Jansen at the contact information below.
We strongly recommend that Lumos retain all closing binder materials — both physical and electronic copies — for the full term of the Agreement and for a reasonable period following expiration or termination, which we suggest be no less than seven (7) years. This recommendation takes into account the post-termination obligations under the Agreement, including without limitation (i) the twelve-month wind-down period for existing end-user subscriptions set forth in Section 12.5, (ii) the escrow release provisions, which provide for release of escrowed funds twelve (12) months after termination subject to resolution of any pending indemnification claims, (iii) surviving confidentiality obligations, and (iv) applicable statutes of limitation for potential contractual and indemnification claims. Lumos may also wish to coordinate with its records retention team to ensure that these materials are catalogued in accordance with Lumos's internal document retention policies.
6. Advisor Acknowledgments
We wish to confirm the following with respect to the other professional advisors involved in this transaction:
Meridian's Outside Counsel. Kessler Hartmann Rechtsanwälte PartG mbB (Dr. Stefan Kessler and Laura Pfeiffer), acting as outside counsel to Meridian in connection with this transaction, has confirmed receipt of fully executed counterpart originals of all transaction documents listed in Section 2 above. We have maintained a cooperative and professional working relationship with the Kessler Hartmann team throughout the negotiation and closing process, and we anticipate that any post-closing matters requiring coordination between the parties' respective counsel can be handled efficiently.
UK/EU Regulatory and Data Protection Counsel. Thornbridge Whitaker LLP (Alistair Drummond), which served as UK and EU regulatory and data-protection counsel to Lumos throughout the transaction, has confirmed satisfaction of all applicable regulatory requirements as of the Closing Date. This includes confirmation that the Data Processing Agreement (Exhibit C) and the incorporated GDPR Standard Contractual Clauses comply with applicable requirements under the UK General Data Protection Regulation (UK GDPR), the EU General Data Protection Regulation (Regulation (EU) 2016/679), and related national implementing legislation in key EMEA jurisdictions.
Transfer Pricing Advisor. Caldwell & Pryce Advisory LLC (Ingrid Svensson) finalized the transfer pricing memorandum on March 15, 2024, supporting the arm's-length nature of the thirty percent (30%) reseller discount under the Comparable Uncontrolled Price (CUP) method, consistent with the Organisation for Economic Co-operation and Development (OECD) Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations. A copy of the transfer pricing memorandum has been included in the closing binder at Tab 15 and uploaded to the matter portal. We recommend that Lumos review this memorandum periodically and update the analysis as necessary in connection with any material changes to the pricing structure or the nature of the reseller arrangement.
Independent Auditors. Whitmore Paige & Co. LLP (Gregory Chen), Lumos's independent auditors, has been notified of the transaction for financial reporting purposes, including the appropriate accounting treatment of the Agreement under ASC 606 (Revenue from Contracts with Customers) and related guidance.
7. Ongoing Assistance
While Matter No. 1008-00010 is now marked as closed and completed in our records, Calderwood & Harkness remains fully available to assist Lumos with any post-closing matters that may arise in connection with the Agreement. By way of example, and without limitation, we are prepared to assist with:
• Interpretation and construction of the Agreement or any of the ancillary documents;
• Ongoing compliance monitoring, including matters relating to U.S. export controls (EAR and ITAR), economic sanctions (OFAC, EU restrictive measures, and UK sanctions), and data protection (GDPR, UK GDPR, and applicable national data protection laws);
• Review and approval of future sub-distributor appointments within the EMEA Territory;
• Amendments, modifications, or supplements to the Agreement;
• Any disputes, claims, or potential arbitration proceedings arising under or relating to the Agreement; and
• Renewal negotiations or termination procedures as the initial term approaches expiration.
Please note that any such new matters would be opened under a separate engagement letter and matter number in accordance with our standard firm policies and the terms of our engagement letter with Lumos dated January 8, 2024.
8. Engagement Team
The Calderwood & Harkness engagement team for this matter consisted of the following attorneys:
• Howard Bellamy, Partner (Responsible Partner)
• Douglas Fairchild, Partner (Billing Partner)
• Leila Nazari, Associate (Lead Associate)
• Robert Jansen, Associate (Working Associate)
On behalf of the entire engagement team, I would like to express our sincere appreciation for the opportunity to represent Lumos Analytics Inc. in this important transaction. It was a genuine pleasure to work collaboratively with you, Daniel and Tomoko, and with the broader Lumos team — including Priya Raghavan, Marcus Ellenberg, and Henrik Dalmqvist — throughout the negotiation and closing process. We also wish to acknowledge the productive collaboration with Rebecca Solari at Crestline Capital Partners, LP, whose contributions to the strategic and commercial dimensions of this transaction were invaluable.
We are proud to have played a role in establishing Lumos's EMEA channel distribution framework through this Agreement with Meridian, and we look forward to supporting Lumos's continued growth and success in the years ahead.
Please do not hesitate to contact me directly at (213) 555-7210 or hbellamy@calderwoodharkness.com, or Leila Nazari at (213) 555-7245 or lnazari@calderwoodharkness.com, should you have any questions regarding this letter or any matter relating to the Agreement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Howard Bellamy Partner 801 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Tel: (213) 555-7210
Email: hbellamy@calderwoodharkness.com
cc: (via electronic mail)
Priya Raghavan, Chief Executive Officer, Lumos Analytics Inc. Marcus Ellenberg, Chief Financial Officer, Lumos Analytics Inc. Henrik Dalmqvist, Vice President, EMEA Sales, Lumos Analytics Inc. Rebecca Solari, Portfolio Operations Partner, Crestline Capital Partners, LP Douglas Fairchild, Partner, Calderwood & Harkness LLP Leila Nazari, Associate, Calderwood & Harkness LLP Robert Jansen, Associate, Calderwood & Harkness LLP
Enclosure: Closing Binder Index / Table of Contents (separate delivery of full closing binder to follow via Sundial Data Systems)
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 | $30,000,000

CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

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