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CHANNEL RESELLER PROGRAM AGREEMENT

EXECUTION VERSION

March 22, 2024

by and between

LUMOS ANALYTICS INC.

and

MERIDIAN DATA SOLUTIONS GmbH

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CHANNEL RESELLER PROGRAM AGREEMENT

This Channel Reseller Program Agreement (this "Agreement") is entered into as of March 22, 2024 (the "Signing Date"), by and between:

LUMOS ANALYTICS INC., a Delaware C-Corporation, with its principal place of business at 4700 Sandhill Road, Suite 300, Palo Alto, CA 94304 (hereinafter referred to as "Licensor" or "Lumos");

and

MERIDIAN DATA SOLUTIONS GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, registered with the Commercial Register (Handelsregister) at the Amtsgericht München under HRB 274581, with its registered office at Leopoldstraße 78, 80802 München, Germany (hereinafter referred to as "Reseller" or "Meridian").

Lumos and Meridian are each individually referred to herein as a "Party" and collectively as the "Parties."

This Agreement shall become effective as of April 1, 2024 (the "Effective Date").

RECITALS

WHEREAS, Lumos is the developer, owner, and licensor of the AI-powered financial analytics and risk-modeling software-as-a-service platform known as Lumos Prism™ (the "Platform" or "Licensed Product"), which provides enterprise-grade predictive analytics, portfolio risk assessment, stress-testing, and regulatory reporting capabilities to financial institutions, asset managers, insurance companies, and other regulated entities worldwide;

WHEREAS, Lumos desires to expand the distribution and market penetration of the Platform in the Europe, Middle East, and Africa region (the "EMEA Territory"), and to engage a qualified and experienced channel partner to assist with such expansion;

WHEREAS, Meridian is a technology channel distributor with an established and substantial presence across the EMEA Territory, currently serving as an authorized reseller for over forty (40) enterprise software vendors, with annual revenue of approximately €312,000,000 (three hundred twelve million euros) for the fiscal year ended December 31, 2023 ("FY 2023"), and possessing deep expertise in the distribution of enterprise software solutions to financial services and regulated industry customers throughout the EMEA Territory;

WHEREAS, Lumos desires to appoint Meridian, and Meridian desires to be appointed, as a non-exclusive authorized reseller of Lumos Prism™ SaaS subscriptions in the EMEA Territory on the terms and conditions set forth herein;

WHEREAS, the Parties wish to set forth the terms governing such appointment, including minimum annual purchase commitments, pricing and payment terms, indemnification obligations, intellectual property rights, data protection and privacy requirements, compliance obligations, and other related matters; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement.

1.1 "Affiliate" means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" means the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting securities of an entity, or the right to receive more than fifty percent (50%) of the profits or earnings of an entity, or the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

1.2 "Aggregate Deal Value" or "Total Contract Value" or "TCV" means Thirty Million United States Dollars ($30,000,000), being the sum of all Minimum Annual Commitments over the Initial Term as set forth in Section 5.2 and Exhibit F.

1.3 "Annualized Contract Value" or "ACV" means Six Million United States Dollars ($6,000,000) per year, calculated as the Total Contract Value of $30,000,000 divided by the five (5) years of the Initial Term.

1.4 "Applicable Data Protection Laws" means the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"), the United Kingdom General Data Protection Regulation (as defined in and incorporated into domestic law by the UK Data Protection Act 2018) ("UK GDPR"), and any other applicable data protection, privacy, or data security legislation, regulation, or binding guidance in force in the EMEA Territory, including without limitation the Swiss Federal Act on Data Protection (FADP), the Turkish Personal Data Protection Law (KVKK), the South African Protection of Personal Information Act (POPIA), and any successor legislation or implementing regulations thereof.

1.5 "Approved Sub-Distributors" means sub-distributors that have been approved by Lumos in writing for the purpose of distributing the Licensed Product in designated sub-territories within the EMEA Territory, as listed in Exhibit B. As of the Effective Date, the Approved Sub-Distributors are Meridian Data Solutions UK Ltd and Meridian Data Solutions SARL, as further described in Section 2.5.

1.6 "Brand Guidelines" means Lumos's trademark usage, branding, and marketing guidelines as set forth in Exhibit D, as may be updated by Lumos from time to time upon reasonable written notice to Meridian.

1.7 "Confidential Information" has the meaning set forth in Section 7.1.

1.8 "Data Processing Agreement" or "DPA" means the data processing agreement between the Parties attached hereto as Exhibit C and incorporated herein by reference, which governs the processing of personal data in connection with this Agreement.

1.9 "Effective Date" means April 1, 2024.

1.10 "EMEA Territory" or "Territory" means all countries and territories within Europe (including the United Kingdom, the European Economic Area, Switzerland, and the Western Balkans), the Middle East, and Africa, as further described and delineated in Exhibit B, but excluding any Restricted Territories.

1.11 "End User" means any third-party customer that subscribes to or licenses the use of Lumos Prism™ through Meridian or an Approved Sub-Distributor pursuant to this Agreement and the applicable End User License Agreement or subscription terms.

1.12 "Escrow Agent" means Evergreen Trust Company, N.A., a nationally chartered trust company with offices at 400 South Hope Street, Suite 1100, Los Angeles, CA 90071, acting in its capacity as escrow agent under the Escrow Agreement.

1.13 "Escrow Agreement" means the escrow agreement dated as of the Signing Date among Lumos, Meridian, and Evergreen Trust Company, N.A., governing the deposit, maintenance, and release of Holdback Amounts.

1.14 "Exhibits" means Exhibits A through F attached hereto, each of which is incorporated herein by reference and made a part of this Agreement.

1.15 "Holdback Amount" means five percent (5%) of each quarterly payment due from Meridian under this Agreement, to be withheld and deposited with the Escrow Agent pursuant to the Escrow Agreement, as further described in Section 5.7.

1.16 "Initial Term" means the period commencing on the Effective Date and expiring on March 31, 2029, as set forth in Section 6.1.

1.17 "Licensed Product" or "Platform" means Lumos Prism™, Lumos's proprietary AI-powered financial analytics and risk-modeling SaaS platform, together with all updates, upgrades, patches, enhancements, and new releases thereof made generally available by Lumos during the Term, as more fully described in Exhibit A.

1.18 "List Price" means Lumos's published EMEA list prices for the Licensed Product, as set forth in Exhibit A, which may be updated by Lumos from time to time in accordance with Section 5.1.

1.19 "Minimum Annual Commitment" or "MAC" means the minimum annual purchase obligations of Meridian during each year of the Initial Term, as set forth in Section 5.2 and Exhibit F.

1.20 "Reseller discount" means a discount of thirty percent (30%) off the applicable List Price, as further described in Section 5.1.

1.21 "Restricted Territories" means those countries, regions, and territories subject to comprehensive economic sanctions under the programs administered by the U.S. Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, or other applicable sanctions regimes, which as of the Signing Date include Cuba, Iran, the Democratic People's Republic of Korea (North Korea), Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine. The list of Restricted Territories shall be deemed automatically updated to reflect changes in applicable sanctions programs.

1.22 "SLA" means the service level agreement attached hereto as Exhibit E, which sets forth the performance standards, uptime commitments, support tiers, incident response times, and service credit mechanisms applicable to the Licensed Product.

1.23 "Signing Date" means March 22, 2024, the date on which this Agreement is executed by the Parties.

1.24 "Standard Contractual Clauses" or "SCCs" means the standard contractual clauses for the transfer of personal data to third countries adopted by the European Commission pursuant to Commission Implementing Decision (EU) 2021/914, as incorporated in the DPA under Module Two (Controller-to-Processor), together with the UK Addendum to the EU Standard Contractual Clauses issued by the UK Information Commissioner's Office, as applicable.

1.25 "Renewal Term" has the meaning set forth in Section 6.2.

1.26 "Term" means, collectively, the Initial Term and any Renewal Terms.

1.27 "Wind-Down Period" has the meaning set forth in Section 6.6(a).

1.28 "Feedback" has the meaning set forth in Section 4.5.

Additional terms may be defined elsewhere in this Agreement, and such definitions shall be equally authoritative.

ARTICLE 2 — APPOINTMENT AND SCOPE

2.1 Appointment. Lumos hereby appoints Meridian, and Meridian hereby accepts such appointment, as a non-exclusive authorized reseller of Lumos Prism™ SaaS subscriptions in the EMEA Territory during the Term, subject to and in accordance with the terms and conditions of this Agreement. Meridian acknowledges and agrees that this appointment does not create any franchise, agency, partnership, joint venture, or employment relationship between the Parties. Meridian's rights under this Section 2.1 are limited to the marketing, promotion, demonstration, and resale of Lumos Prism™ SaaS subscriptions and do not extend to any other products or services offered by Lumos or its Affiliates unless expressly agreed in writing.

2.2 Non-Exclusivity. The appointment granted under Section 2.1 is non-exclusive. Lumos expressly retains the unrestricted right, at any time during the Term, to:

(a) appoint additional resellers, distributors, channel partners, value-added resellers, system integrators, or other intermediaries in the EMEA Territory, on such terms as Lumos may determine in its sole discretion;

(b) sell, license, distribute, or otherwise make available the Licensed Product directly to End Users or prospective customers in the EMEA Territory, whether through Lumos's own sales force, its website, or any other direct or indirect channel; and

(c) modify, restructure, or discontinue its channel strategy, partner program, or distribution model at any time, in its sole discretion, subject to the terms and conditions of this Agreement.

Meridian acknowledges that the non-exclusive nature of this appointment is a fundamental and essential term of this Agreement, and Meridian has entered into this Agreement with full knowledge and understanding of such non-exclusivity.

2.3 Scope of Authorized Activities. Subject to the terms and conditions of this Agreement, Meridian is authorized to:

(a) market, promote, and advertise the Licensed Product to prospective End Users within the EMEA Territory, using marketing materials and methods approved by Lumos;

(b) conduct product demonstrations of the Licensed Product using demonstration environments and sandbox instances provided or authorized by Lumos;

(c) negotiate and enter into subscription agreements with End Users for the Licensed Product, using Lumos-approved End User License Agreements or subscription terms;

(d) provide Tier 1 technical support to End Users as set forth in the SLA (Exhibit E); and

(e) invoice End Users and collect subscription fees on behalf of Lumos, subject to the financial terms set forth in Article 5.

All authorized activities shall be conducted in accordance with this Agreement, the Brand Guidelines set forth in Exhibit D, all applicable laws and regulations, and such additional policies and guidelines as Lumos may issue from time to time.

2.4 Restrictions. Meridian shall not, and shall ensure that its Approved Sub-Distributors and their respective employees, agents, and contractors do not:

(a) resell, distribute, sublicense, or make available the Licensed Product to any person or entity located outside the EMEA Territory, or to any person or entity that Meridian knows or has reason to believe intends to use the Licensed Product outside the EMEA Territory;

(b) resell, distribute, sublicense, or make available the Licensed Product into any Restricted Territory, or to any person or entity that is (i) located in a Restricted Territory, (ii) listed on any applicable restricted party list, or (iii) owned or controlled by, or acting on behalf of, any person or entity described in clauses (i) or (ii);

(c) modify, reverse-engineer, decompile, disassemble, translate, adapt, or create derivative works of the Licensed Product or any component thereof, or attempt discover the source code, object code, algorithms, or underlying structure of the Licensed Product;

(d) make any representations, warranties, guarantees, or commitments regarding the Licensed Product, its functionality, performance, or capabilities beyond those expressly authorized by Lumos in writing, including the authorized marketing materials and product documentation;

(e) engage in active sales activities or marketing campaigns directed at territories that Lumos has allocated exclusively to other resellers, distributors, or channel partners (if any) designated by Lumos in writing, it being understood that passive sales into such territories are not restricted by this clause; or

(f) use the Licensed Product for any purpose other than demonstration, testing, and authorized resale activities as contemplated by this Agreement, unless otherwise authorized by Lumos in writing.

2.5 Sub-Distribution Rights. Meridian may not appoint, engage, or authorize any sub-distributor, sub-reseller, or other intermediary to market, distribute, or resell the Licensed Product without Lumos's prior written consent, which Lumos may grant or withhold in its sole discretion. As of the Effective Date, Lumos hereby pre-approves the following Approved Sub-Distributors:

(a) Meridian Data Solutions UK Ltd, a private limited company incorporated in England and Wales (Companies House Registration No. 12847391), with its registered office at 14 Fenchurch Place, London EC3M 5AJ, United Kingdom (Director: Katarina Voss), authorized to distribute the Licensed Product in the United Kingdom and the Republic of Ireland; and

(b) Meridian Data Solutions SARL, a société à responsabilité limitée organized under the laws of the French Republic (SIREN 912 483 057), with its registered office at 27 Rue de la Boétie, 75008 Paris, France (Gérant: Jean-Philippe Moreau), authorized to distribute the Licensed Product in France, Belgium, the Grand Duchy of Luxembourg, and the French-speaking cantons of Switzerland.

Each Approved Sub-Distributor shall be required to execute a sub-distribution agreement containing terms and conditions no less restrictive than those set forth in this Agreement, including without limitation provisions relating to intellectual property protection, confidentiality, data protection, export controls, sanctions compliance, anti-corruption, territorial restrictions, and indemnification. Meridian shall provide Lumos with a copy of each executed sub-distribution agreement within fifteen (15) business days of execution. Meridian shall remain fully responsible and liable for all acts, omissions, errors, and defaults of its Approved Sub-Distributors as if such acts, omissions, errors, and defaults were those of Meridian itself.

The appointment of additional sub-distributors beyond those pre-approved herein shall require Meridian to submit a written request to Lumos identifying the proposed sub-distributor, including its full legal name, jurisdiction of organization, registration details, principal officers, proposed territory, relevant qualifications and experience, financial condition, and references from other principal vendors. Lumos shall review such request and respond in writing within thirty (30) business days. Lumos's approval or rejection of any proposed sub-distributor shall be at Lumos's sole discretion, and Lumos shall not be required to provide reasons for any rejection.

ARTICLE 3 — LICENSED PRODUCT

3.1 Description of Licensed Product. The Licensed Product is Lumos Prism™, Lumos's proprietary AI-powered financial analytics and risk-modeling SaaS platform. The Platform provides enterprise-grade capabilities including, without limitation, predictive analytics, portfolio risk assessment, scenario analysis, stress-testing, regulatory reporting, compliance monitoring, and data visualization tools designed for financial institutions, asset managers, insurance companies, pension funds, and other regulated entities. A detailed description of the Licensed Product, including available subscription tiers, feature sets, module configurations, and technical specifications, is set forth in Exhibit A — Licensed Products & Pricing Schedule.

3.2 Modifications and Updates. Lumos may, in its sole discretion, modify, update, enhance, upgrade, or otherwise change the Licensed Product from time to time during the Term. Such modifications may include, without limitation, the addition of new features and modules, the deprecation or removal of existing features, changes to the user interface, improvements to underlying algorithms and data models, security patches, bug fixes, and infrastructure upgrades. Lumos shall use commercially reasonable efforts to provide Meridian with at least thirty (30) days' advance written notice of any material changes to the Licensed Product that may reasonably be expected to affect Meridian's resale activities or End Users' use of the Platform. For purposes of this Section, "material changes" include the removal of any core feature, any change to the product's pricing structure, any change that materially alters the functionality described in Exhibit A, or any change that may require End Users to modify their systems, processes, or integrations.

3.3 No Modification Rights. Meridian shall not modify, alter, adapt, translate, reverse-engineer, decompile, disassemble, or create derivative works of the Licensed Product or any component thereof. Meridian shall not integrate, bundle, or combine the Licensed Product with any third-party product or service in a manner that creates a derivative work or that alters the functionality, performance, or appearance of the Licensed Product, unless expressly authorized by Lumos in writing. This restriction applies equally to Meridian's Approved Sub-Distributors, employees, agents, and contractors.

3.4 Support and Maintenance. The Parties shall collaborate to provide End Users with comprehensive technical support in accordance with the tiered support model set forth in Exhibit E — Service Level Agreement. Specifically:

(a) Tier 1 Support (Meridian). Meridian shall serve as the first point of contact for all End User support inquiries. Tier 1 support responsibilities include initial triage, basic troubleshooting, user administration assistance, password resets, configuration guidance, and resolution of common issues as documented in the Lumos Prism™ knowledge base and support documentation provided by Lumos.

(b) Tier 2 Support (Lumos). Lumos shall provide Tier 2 support for issues that cannot be resolved at the Tier 1 level. Tier 2 support includes advanced technical troubleshooting, investigation of product defects, analysis of performance issues, and coordination with Lumos's engineering team as necessary.

(c) Tier 3 Support (Lumos). Lumos shall provide Tier 3 support for critical issues involving product defects, infrastructure failures, security incidents, and other matters requiring intervention by Lumos's core engineering or operations teams.

Escalation procedures, response times, resolution targets, and service credit mechanisms for each support tier are set forth in detail in Exhibit E.

3.5 Cloud Infrastructure. The Licensed Product for the EMEA Territory shall be hosted on cloud infrastructure operated by Stratos Cloud Services AG, a Swiss corporation with offices at Bahnhofstrasse 42, 8001 Zürich, Switzerland, at its primary data center located in Frankfurt am Main, Germany (the "Frankfurt Data Center"). The Frankfurt Data Center has been selected to ensure compliance with EMEA data residency requirements and Applicable Data Protection Laws. Lumos shall maintain a service level uptime commitment of ninety-nine and ninety-five hundredths percent (99.95%) for the Licensed Product, as measured and calculated in accordance with the methodology set forth in Exhibit E. In the event that Lumos proposes to change the cloud infrastructure provider or data center location for the EMEA Territory, Lumos shall provide Meridian with at least ninety (90) days' prior written notice and shall ensure that any replacement provider or location meets or exceeds the security, performance, and data protection standards applicable to the existing infrastructure.

ARTICLE 4 — INTELLECTUAL PROPERTY

4.1 Ownership. As between the Parties, Lumos retains all right, title, and interest in and to the Licensed Product, including without limitation all patent rights, copyright rights, trade secret rights, trademark rights, database rights, moral rights, and all other intellectual property rights therein, whether registered or unregistered, and all applications, renewals, extensions, and restorations thereof, in all jurisdictions worldwide. Nothing in this Agreement shall be construed as transferring, assigning, conveying, or granting any ownership interest in the Licensed Product, its source code, object code, algorithms, data models, training data, documentation, or any related intellectual property to Meridian, any Approved Sub-Distributor, or any End User. Meridian acknowledges that Lumos's intellectual property rights in the Licensed Product are valid and enforceable and agrees not to challenge or contest such rights during the Term or at any time thereafter.

4.2 Trademark License. Subject to the terms and conditions of this Agreement, Lumos hereby grants Meridian a limited, non-exclusive, non-transferable, non-sublicensable (except to Approved Sub-Distributors as provided herein), royalty-free license to use the Lumos Prism™ name, the Lumos Prism™ logo, and such other Lumos-approved marketing materials as Lumos may provide to Meridian from time to time, solely in connection with Meridian's authorized marketing, promotion, and resale activities under this Agreement and in accordance with the Brand Guidelines set forth in Exhibit D. This trademark license shall automatically terminate upon the expiration or termination of this Agreement, subject to the limited wind-down rights set forth in Section 6.6(e). All goodwill arising from Meridian's use of Lumos's trademarks shall inure solely to the benefit of Lumos. Meridian shall not, at any time during or after the Term, register or attempt to register any trademark, trade name, domain name, or social media handle that is identical or confusingly similar to any Lumos trademark.

4.3 Marketing Materials. All co-branded marketing materials, advertising copy, press releases, case studies, white papers, webinar content, trade show materials, and other promotional content that references or incorporates any Lumos trademark or that describes the Licensed Product must be submitted to Lumos for prior written approval before publication, distribution, or use. Lumos shall use commercially reasonable efforts to respond to such approval requests within ten (10) business days of receipt of the complete materials. If Lumos does not respond within such period, the materials shall be deemed not approved, and Meridian shall follow up with Lumos before proceeding. Lumos may withhold approval or require modifications to any marketing materials in its reasonable discretion.

4.4 No Modification of Marks. Meridian shall not modify, alter, distort, animate, abbreviate, or create derivative versions of any Lumos trademarks, logos, or marketing materials without Lumos's prior written consent. Meridian shall ensure that all Lumos trademarks are displayed in accordance with the size, color, placement, and attribution specifications set forth in the Brand Guidelines (Exhibit D), and shall include all trademark notices and attributions required by Lumos.

4.5 Feedback License. Any feedback, suggestions, enhancement requests, feature requests, recommendations, corrections, bug reports, ideas, concepts, or other input provided by Meridian, its employees, its Approved Sub-Distributors, or its End Users regarding the Licensed Product, whether solicited or unsolicited (collectively, "Feedback"), shall become the sole and exclusive property of Lumos. Meridian hereby irrevocably assigns, and shall cause its Approved Sub-Distributors and their respective employees to assign, to Lumos all right, title, and interest in and to any Feedback, including all intellectual property rights therein, without any requirement for additional consideration, compensation, attribution, or accounting. Lumos shall be free to use, reproduce, modify, distribute, and otherwise exploit any Feedback for any purpose, without restriction or obligation to Meridian.

4.6 Reservation of Rights. All rights not expressly granted to Meridian under this Agreement are reserved by Lumos. Without limiting the generality of the foregoing, nothing in this Agreement shall be construed as granting Meridian any implied license or right under any Lumos patent, copyright, trade secret, or other intellectual property right, except as expressly set forth herein.

ARTICLE 5 — FINANCIAL TERMS

5.1 Reseller discount. Meridian shall purchase Lumos Prism™ SaaS subscriptions from Lumos at a discount of thirty percent (30%) off the applicable EMEA List Prices set forth in Exhibit A (the "Reseller discount"). By way of example, if the applicable List Price for a particular subscription tier is $100,000 per annum, Meridian's purchase price shall be $70,000 per annum. The Reseller discount shall apply uniformly to all subscription tiers and modules of the Licensed Product. Lumos may update the EMEA List Prices from time to time, provided that Lumos shall give Meridian at least ninety (90) days' prior written notice of any price increase, and no price increase shall take effect with respect to any existing End User subscription until the renewal of such subscription. The Reseller discount has been determined to constitute arm's-length pricing consistent with the Organisation for Economic Co-operation and Development ("OECD") Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations, using the Comparable Uncontrolled Price (CUP) method, as documented by Caldwell & Pryce Advisory LLC in their transfer pricing memorandum dated March 15, 2024 (the "Transfer Pricing Memorandum"), a copy of which is maintained on file by each Party.

5.2 Minimum Annual Commitment (MAC). Meridian hereby commits to the following Minimum Annual Commitments during each year of the Initial Term. These commitments represent the minimum aggregate purchase amount (at the discounted Reseller price) that Meridian is obligated to achieve in each contract year, whether through direct End User subscription sales, sales through Approved Sub-Distributors, or a combination thereof. The MAC schedule is as follows:

The Minimum Annual Commitments are further detailed in Exhibit F, which includes the quarterly payment schedule, reconciliation methodology, and additional terms applicable to the MAC. If Meridian fails to meet its MAC in any given contract year, the difference between the MAC and Meridian's actual purchases for such year (the "Shortfall Amount") shall become immediately due and payable by Meridian to Lumos within thirty (30) days following the end of such contract year. The Shortfall Amount represents a genuine pre-estimate of the loss that Lumos would suffer as a result of Meridian's failure to meet its purchase commitment and is not intended as a penalty.

5.3 Resale Pricing. Meridian is free to set its own resale prices to End Users at whatever level Meridian determines appropriate in the exercise of its independent commercial judgment. Lumos may from time to time provide Meridian with recommended resale prices or pricing guidelines for the Licensed Product; however, such recommendations are non-binding suggestions only and shall not be construed as constituting resale price maintenance, minimum resale price requirements, or any other restriction on Meridian's pricing freedom. Meridian acknowledges that its pricing decisions are made independently and that Lumos has no right to dictate, control, or approve Meridian's resale pricing.

5.4 Payment Terms. Meridian shall pay all invoiced amounts within forty-five (45) days from the date of invoice (net 45 days). Lumos shall issue invoices on a quarterly basis, in advance, based on the quarterly MAC payment schedule set forth in Exhibit F. Additional invoices may be issued for purchases in excess of the MAC. All payments shall be made in United States Dollars (USD) by wire transfer of immediately available funds to the following account, or such other account as Lumos may designate in writing from time to time with at least fifteen (15) days' prior notice:

Bank: Pinnacle National Bank, N.A. Address: 555 California Street, San Francisco, CA 94104 Account Name: Lumos Analytics Inc. Account Number: To be provided separately via secure channel ABA Routing Number: To be provided separately via secure channel SWIFT Code: To be provided separately via secure channel Reference: Invoice number and contract reference 1008-00010

5.5 Currency; FX Risk. All amounts under this Agreement are denominated and payable in United States Dollars (USD). Meridian bears all foreign exchange risk associated with the conversion of local currencies (including euros, British pounds sterling, Swiss francs, and any other currencies received from End Users) into United States Dollars. Lumos shall have no obligation to adjust any pricing, fees, or payment amounts to account for fluctuations in foreign exchange rates. Meridian may, at its own expense, enter into hedging arrangements to manage its foreign exchange exposure, provided that no such arrangement shall affect Meridian's payment obligations to Lumos under this Agreement.

5.6 Late Payment Interest. Any payment not received by Lumos on or before its due date shall accrue interest at the rate of one and one-half percent (1.5%) per month (equivalent to eighteen percent (18%) per annum), calculated on a simple interest basis from the due date until the date of actual payment in full. Such interest shall accrue without the need for any notice or demand from Lumos. In addition to late payment interest, Meridian shall reimburse Lumos for all costs of collection, including reasonable attorneys' fees and expenses, incurred by Lumos in connection with the collection of overdue amounts.

5.7 Escrow Holdback. Five percent (5%) of each quarterly payment due from Meridian under this Agreement shall be withheld by Meridian and deposited directly with the Escrow Agent, Evergreen Trust Company, N.A., at its offices at 400 South Hope Street, Suite 1100, Los Angeles, CA 90071, pursuant to and in accordance with the terms and conditions of the Escrow Agreement dated as of the Signing Date. By way of illustration, for Year 1 of the Initial Term, the quarterly MAC payment is One Million One Hundred Twenty-Five Thousand United States Dollars ($1,125,000) (being $4,500,000 divided by four (4) quarters), and the corresponding quarterly Holdback Amount is Fifty-Six Thousand Two Hundred Fifty United States Dollars ($56,250) (being $1,125,000 multiplied by 5%). The Holdback Amounts shall be maintained in escrow as a reserve for potential indemnification claims and other obligations arising under this Agreement. The Escrow Agent shall hold, invest, and disburse the Holdback Amounts in accordance with the Escrow Agreement.

5.8 Escrow Release. Any unreleased escrow funds remaining with the Escrow Agent following expiration or termination of this Agreement shall be released to the applicable Party twelve (12) months after the effective date of such expiration or termination, net of any amounts that are subject to pending and unresolved indemnification claims or other disputes between the Parties. The procedures for making claims against the escrow funds, resolving disputed claims, and disbursing remaining balances are set forth in the Escrow Agreement. Each Party shall cooperate with the Escrow Agent and the other Party to facilitate the timely resolution and release of escrow funds.

5.9 Taxes. Each Party shall be solely responsible for its own income taxes, franchise taxes, and similar direct taxes imposed on its income or profits by the jurisdiction in which it is organized or in which it conducts business. Meridian shall be solely responsible for all applicable value-added tax (VAT), goods and services tax (GST), withholding tax, sales tax, use tax, customs duties, and similar indirect taxes, levies, or charges arising from or imposed in connection with Meridian's resale activities, including without limitation the resale of the Licensed Product to End Users in the EMEA Territory. Where Meridian is required by applicable law to withhold any tax from payments due to Lumos, Meridian shall (a) deduct the applicable withholding tax from the payment, (b) remit the withheld amount to the appropriate taxing authority in a timely manner, and (c) promptly provide Lumos with official tax receipts or other documentation evidencing such withholding and remittance. The Parties shall cooperate in good faith to minimize withholding taxes to the extent permitted by applicable law, including by providing applicable tax treaty certifications, tax residency certificates, and such other documentation as may be necessary to claim reduced withholding rates under applicable tax treaties. The Parties acknowledge that the Convention Between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes (the "U.S.-Germany Tax Treaty") may provide for reduced withholding rates on certain payments between the Parties, and each Party shall provide such certifications and documentation as the other Party may reasonably request to facilitate the application of treaty benefits.

5.10 Quarterly Reporting. Within thirty (30) days after the end of each calendar quarter during the Term (i.e., by April 30, July 31, October 31, and January 31 of each year), Meridian shall provide Lumos with a written report (the "Quarterly Report") detailing all resale transactions completed during such quarter. Each Quarterly Report shall include, at a minimum, the following information for each transaction: (a) End User legal name and address; (b) End User industry and jurisdiction; (c) subscription tier and module configuration; (d) subscription start date and term; (e) List Price; (f) actual resale price charged to the End User; (g) Reseller purchase price (after Reseller discount); (h) territory of deployment; (i) revenue recognized during the quarter; and (j) such other information as Lumos may reasonably request. Lumos shall have the right, at its own expense and upon not less than thirty (30) days' prior written notice, to audit Meridian's books and records to verify the accuracy and completeness of the Quarterly Reports, provided that such audits shall be conducted no more than once per calendar year and shall be performed during Meridian's normal business hours by an independent certified public accounting firm reasonably acceptable to both Parties.

ARTICLE 6 — TERM AND TERMINATION

6.1 Initial Term. This Agreement shall commence on the Effective Date (April 1, 2024) and shall continue in full force and effect for an initial term of five (5) years, expiring at 11:59 p.m. Pacific Time on March 31, 2029 (the "Initial Term"), unless earlier terminated in accordance with the provisions of this Article 6.

6.2 Renewal. Following the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1)-year renewal periods (each, a "Renewal Term" and, together with the Initial Term, the "Term"), unless either Party provides the other Party with written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term. For purposes of clarity, notice of non-renewal for the Initial Term must be delivered on or before December 31, 2028. The Minimum Annual Commitment for each Renewal Term shall be mutually agreed upon by the Parties in writing at least sixty (60) days prior to the commencement of such Renewal Term. If the Parties are unable to agree on a Minimum Annual Commitment for a Renewal Term, the MAC for such Renewal Term shall be equal to the MAC for the immediately preceding contract year (i.e., $6,900,000 for the first Renewal Term).

6.3 Termination for Convenience. Either Party may terminate this Agreement at any time, with or without cause, upon one hundred eighty (180) days' prior written notice to the other Party. Termination for convenience shall be subject to the wind-down obligations set forth in Section 6.6 and shall not relieve either Party of any obligations that accrued prior to the effective date of termination, including without limitation Meridian's obligation to pay any Shortfall Amount for the then-current contract year prorated through the effective date of termination.

6.4 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice to the other Party if:

(a) the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice from the non-breaching Party specifying the breach in reasonable detail and demanding cure (the "Cure Period"); provided, however, that if the breach is of a nature that cannot reasonably be cured within thirty (30) days, the breaching Party shall not be in default if it commences cure within the Cure Period and diligently pursues cure to completion within ninety (90) days after receipt of such notice; or

(b) the other Party (i) becomes insolvent or admits in writing its inability to pay its debts as they become due, (ii) files a voluntary petition under any applicable bankruptcy, insolvency, or reorganization law, or has filed against it an involuntary petition under any such law that is not dismissed within sixty (60) days, (iii) makes a general assignment for the benefit of creditors, (iv) has a receiver, trustee, administrator, or similar official appointed over all or substantially all of its assets, or (v) ceases to conduct business in the normal course or takes any step toward the dissolution or winding-up of its affairs.

6.5 Immediate Termination. Notwithstanding anything to the contrary in this Agreement, Lumos may terminate this Agreement immediately, without any cure period, upon written notice to Meridian if Meridian:

(a) violates any applicable export control law or regulation, including the U.S. Export Administration Regulations (EAR) or the EU Dual-Use Regulation;

(b) violates any applicable economic sanctions law or regulation, including those administered by the U.S. Office of Foreign Assets Control (OFAC) or the European Union;

(c) resells, distributes, licenses, or otherwise makes available the Licensed Product in, into, or for the benefit of any Restricted Territory or any person or entity in or connected to a Restricted Territory;

(d) breaches any anti-corruption representation, warranty, or obligation under Article 12; or

(e) engages in any conduct that, in Lumos's reasonable judgment, poses a material risk of legal liability, reputational harm, or regulatory action against Lumos.

6.6 Post-Termination Wind-Down. Upon expiration or termination of this Agreement for any reason:

(a) Existing Subscriptions. Meridian may continue to fulfill existing End User subscriptions that were entered into in the ordinary course of business prior to the effective date of termination for a period not to exceed twelve (12) months following the effective date of termination (the "Wind-Down Period"). For the avoidance of doubt, the Wind-Down Period applies only to End User subscriptions for which binding agreements were executed and delivered prior to the effective date of termination and does not extend to subscriptions that are in the proposal, negotiation, or letter-of-intent stage.

(b) Continued Applicability. During the Wind-Down Period, all terms and conditions of this Agreement shall continue to apply in full to the fulfillment of existing End User subscriptions, including without limitation the financial terms, confidentiality obligations, data protection requirements, intellectual property provisions, compliance obligations, and indemnification and limitation of liability provisions.

(c) No New Subscriptions. Meridian shall not enter into, negotiate, or solicit any new End User subscriptions for the Licensed Product at any time on or after the effective date of termination. Meridian shall promptly refer any new subscription inquiries received during the Wind-Down Period to Lumos.

(d) Escrow Release. The Holdback Amounts held by the Escrow Agent shall be released in accordance with the terms set forth in Section 5.8 and the Escrow Agreement.

(e) Cessation of Trademark Use. Meridian shall cease all use of Lumos trademarks, the Lumos Prism™ name and logo, and all Lumos marketing materials within thirty (30) days after the effective date of expiration or termination; provided, however, that Meridian may continue to use such trademarks and materials during the Wind-Down Period solely to the extent necessary for the fulfillment of existing End User subscriptions as permitted under Section 6.6(a).

(f) Return or Destruction of Confidential Information. Within sixty (60) days after the effective date of expiration or termination (or, with respect to Confidential Information required for the Wind-Down Period, within sixty (60) days after the expiration of the Wind-Down Period), each Party shall, at the Disclosing Party's election, return or destroy all Confidential Information of the other Party in its possession, custody, or control, including all copies, summaries, extracts, and derivative works thereof. Each Party shall certify in writing that it has complied with this obligation. Notwithstanding the foregoing, a Party may retain copies of Confidential Information (i) to the extent required by applicable law, regulation, or professional standards, (ii) in automated archival or backup systems in the ordinary course, provided that such retained copies remain subject to the confidentiality obligations of this Agreement, or (iii) as necessary for the exercise of any surviving rights or obligations under this Agreement.

6.7 Survival. The following provisions shall survive the expiration or termination of this Agreement for any reason and shall continue in full force and effect in accordance with their terms: Article 1 (Definitions); Article 4 (Intellectual Property), including Sections 4.1, 4.5, and 4.6; Article 5 (Financial Terms), to the extent of any accrued payment obligations, Shortfall Amounts, or other financial obligations arising prior to or in connection with expiration or termination; Article 7 (Confidentiality); Article 8 (Data Protection), to the extent of any ongoing data processing obligations or data subject rights; Article 9 (Representations and Warranties), including Section 9.4; Article 10 (Indemnification); Article 11 (Limitation of Liability); Article 13 (Governing Law and Dispute Resolution); and Article 15 (General Provisions), to the extent applicable. Any other provision that by its nature or express terms is intended to survive shall also survive expiration or termination.

ARTICLE 7 — CONFIDENTIALITY

7.1 Definition. "Confidential Information" means all non-public information disclosed by or on behalf of one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, electronically, or in any other form or medium, that is designated as "confidential," "proprietary," or with a similar designation at the time of disclosure, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the generality of the foregoing, Confidential Information includes: (a) proprietary business information, business plans, strategies, and financial projections; (b) pricing, fee structures, and discount schedules; (c) customer lists, prospect lists, and End User information; (d) product roadmaps, technical specifications, source code, algorithms, data models, and documentation; (e) marketing plans, sales data, and competitive analyses; (f) the terms and conditions of this Agreement; and (g) any information derived from or based upon any of the foregoing.

7.2 Obligations. The Receiving Party shall:

(a) hold all Confidential Information of the Disclosing Party in strict confidence and not disclose such information to any third party except as expressly permitted under Section 7.3;

(b) use Confidential Information of the Disclosing Party solely for purposes of performing its obligations or exercising its rights under this Agreement, and for no other purpose;

(c) protect Confidential Information of the Disclosing Party using at least the same degree of care that it uses to protect its own confidential and proprietary information of a similar nature, but in no event less than a reasonable degree of care; and

(d) limit internal access to Confidential Information to those of its employees, directors, officers, and contractors who have a demonstrable need to know such information for purposes of this Agreement and who are bound by written confidentiality obligations at least as protective as those contained herein.

7.3 Permitted Disclosures. The Receiving Party may disclose Confidential Information of the Disclosing Party:

(a) to its employees, directors, officers, professional advisors (including attorneys and accountants), and contractors who have a need to know such information for purposes of performing obligations or exercising rights under this Agreement, provided that such persons are bound by written confidentiality obligations at least as protective as those contained in this Article 7;

(b) to Approved Sub-Distributors, provided that such sub-distributors are bound by substantially similar confidentiality terms and the disclosure is necessary for the performance of their sub-distribution activities under this Agreement;

(c) as required by applicable law, regulation, governmental order, court order, or subpoena, provided that the Receiving Party (i) provides the Disclosing Party with prompt written notice of such requirement (to the extent legally permitted), (ii) cooperates with the Disclosing Party's efforts to obtain a protective order or other appropriate remedy, and (iii) discloses only the minimum amount of Confidential Information required to comply with such legal requirement; and

(d) to the Escrow Agent, to the extent necessary for the administration of the Escrow Agreement.

7.4 Exclusions. The obligations set forth in this Article 7 shall not apply to information that:

(a) is or becomes publicly available through no fault of or breach by the Receiving Party;

(b) was already known to the Receiving Party prior to receipt from the Disclosing Party, as documented by the Receiving Party's written records;

(c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as documented by the Receiving Party's written records; or

(d) is received by the Receiving Party from a third party that is not, to the Receiving Party's knowledge, under any obligation of confidentiality to the Disclosing Party with respect to such information.

7.5 Duration. The confidentiality obligations set forth in this Article 7 shall survive the expiration or termination of this Agreement for a period of five (5) years following the effective date of such expiration or termination. Notwithstanding the foregoing, the Receiving Party's obligations with respect to any Confidential Information that constitutes a trade secret under applicable law shall continue for so long as such information retains its trade secret status, which may be indefinitely.

7.6 Return/Destruction. Upon expiration or termination of this Agreement, each Party's obligations regarding the return or destruction of Confidential Information shall be as set forth in Section 6.6(f).

ARTICLE 8 — DATA PROTECTION

8.1 Data Processing Agreement. The Parties have entered into the Data Processing Agreement attached hereto as Exhibit C (the "DPA"), which is incorporated herein by reference and forms an integral part of this Agreement. The DPA sets forth the Parties' respective obligations with respect to the processing of personal data in connection with the performance of this Agreement. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the DPA with respect to data protection matters, the terms of the DPA shall prevail.

8.2 GDPR Compliance. Each Party shall comply with the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR") and the UK General Data Protection Regulation (as retained in domestic law by the UK Data Protection Act 2018) ("UK GDPR") with respect to all personal data processed in connection with this Agreement. Each Party shall implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk associated with the processing of such personal data, in accordance with Article 32 of the GDPR. Each Party shall cooperate with the other in ensuring compliance with applicable data subject rights, including rights of access, rectification, erasure, restriction of processing, data portability, and the right to object.

8.3 Standard Contractual Clauses. The DPA incorporates the European Commission's Standard Contractual Clauses for the transfer of personal data to third countries, as adopted by Commission Implementing Decision (EU) 2021/914, under Module Two (Controller-to-Processor), for cross-border transfers of personal data from the European Economic Area and the United Kingdom to the United States. The Parties have also incorporated the UK Addendum to the EU Standard Contractual Clauses issued by the UK Information Commissioner's Office, to the extent required for transfers from the United Kingdom. The Parties shall execute and comply with such Standard Contractual Clauses throughout the Term and for so long thereafter as personal data processed under this Agreement remains in the receiving Party's possession or control.

8.4 Data Localization. Lumos shall store and process all EMEA customer personal data (including End User data, employee data, and any other personal data collected or processed in connection with the provision of the Licensed Product in the EMEA Territory) on EU-based cloud infrastructure. Specifically, such data shall be hosted at the Frankfurt Data Center operated by Stratos Cloud Services AG (Bahnhofstrasse 42, 8001 Zürich, Switzerland) in Frankfurt am Main, Germany. Lumos shall not transfer, access, or process EMEA customer personal data outside the European Economic Area or the United Kingdom except (a) in accordance with the Standard Contractual Clauses incorporated in the DPA, (b) pursuant to a valid adequacy decision of the European Commission, or (c) on the basis of another lawful transfer mechanism under the GDPR. Lumos shall provide Meridian with prompt written notice of any changes to data storage or processing locations.

8.5 Sub-Processors. The pre-approved sub-processors engaged by Lumos in connection with the processing of personal data under the DPA are listed in Annex III to the DPA. Lumos shall provide Meridian with at least thirty (30) days' prior written notice before engaging any new sub-processor or replacing an existing sub-processor for the processing of EMEA customer personal data. Such notice shall include the identity, location, and processing activities of the proposed sub-processor. Meridian shall have the right to object to any new or replacement sub-processor on reasonable, documented grounds relating to data protection. If Meridian raises a timely and reasoned objection, the Parties shall discuss the matter in good faith and seek to resolve the objection. If no resolution is reached within thirty (30) days, Meridian may terminate the DPA and, to the extent the objection relates to a fundamental change in data processing, may terminate this Agreement upon sixty (60) days' written notice.

8.6 Data Breach Notification. Lumos shall notify Meridian of any personal data breach (as defined in Article 4(12) of the GDPR) affecting EMEA customer personal data without undue delay and in any event within seventy-two (72) hours of becoming aware of such breach, consistent with the notification obligations set forth in Article 33 of the GDPR. Such notification shall include, to the extent available, the nature of the breach, the categories and approximate number of data subjects and personal data records affected, the likely consequences of the breach, and the measures taken or proposed to be taken to address the breach and mitigate its adverse effects. Lumos shall cooperate with Meridian and its End Users in investigating and remediating any personal data breach and in complying with applicable notification obligations to supervisory authorities and data subjects.

8.7 Data Protection Impact Assessments. Lumos shall cooperate with Meridian and its End Users in connection with any data protection impact assessments ("DPIAs") required under Article 35 of the GDPR or equivalent provisions of Applicable Data Protection Laws. Lumos shall provide such information regarding its processing activities, technical and organizational measures, and data flows as may be reasonably necessary for the conduct of a DPIA, in a timely manner following Meridian's written request.

ARTICLE 9 — REPRESENTATIONS AND WARRANTIES

9.1 Mutual Representations. Each Party hereby represents and warrants to the other Party, as of the Signing Date and as of the Effective Date, that:

(a) it is duly organized, validly existing, and in good standing (or the equivalent status in its jurisdiction of organization) under the laws of its jurisdiction of organization, and has all requisite organizational power and authority to own its assets and conduct its business as presently conducted;

(b) it has full corporate or organizational power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or organizational action on the part of such Party;

(c) the execution, delivery, and performance of this Agreement does not and will not (i) violate, conflict with, or result in a breach of any provision of such Party's organizational documents, (ii) violate any applicable law, regulation, rule, order, judgment, or decree binding on such Party, or (iii) result in a breach of, or constitute a default under, any material contract, agreement, or instrument to which such Party is a party or by which its assets are bound; and

(d) the person executing this Agreement on behalf of such Party is duly authorized to do so and has the requisite authority to bind such Party to the terms and conditions hereof.

9.2 Lumos Representations. Lumos hereby represents and warrants to Meridian, as of the Signing Date and as of the Effective Date, that:

(a) Lumos is a C-Corporation organized under the laws of the State of Delaware, Employer Identification Number (EIN) 84-3291056, with its principal place of business at 4700 Sandhill Road, Suite 300, Palo Alto, CA 94304, and is in good standing in the State of Delaware and in each other jurisdiction in which the conduct of its business or the ownership of its assets requires qualification;

(b) Lumos owns or has obtained valid and enforceable licenses to all intellectual property rights in and to the Licensed Product that are necessary to grant the rights and licenses contemplated by this Agreement, free and clear of any liens, encumbrances, or restrictions that would materially impair such rights;

(c) to Lumos's knowledge, as of the Signing Date, the Licensed Product as provided to Meridian does not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party in any jurisdiction within the EMEA Territory;

(d) the Licensed Product, when used in accordance with its documentation and the terms of the applicable End User License Agreement, will perform substantially in accordance with its published documentation and specifications and will meet the service levels set forth in the SLA (Exhibit E); and

(e) Lumos maintains errors and omissions (E&O) insurance and cyber liability insurance with Atlas Mutual Insurance Company, under Policy No. AML-TECH-2024-07829, providing coverage of Ten Million United States Dollars ($10,000,000) per occurrence and Twenty Million United States Dollars ($20,000,000) in the aggregate, such insurance having been obtained through the brokerage services of Ridgepoint Insurance Brokers Inc. Lumos shall maintain such insurance throughout the Term and shall provide Meridian with certificates of insurance upon request.

9.3 Meridian Representations. Meridian hereby represents and warrants to Lumos, as of the Signing Date and as of the Effective Date, that:

(a) Meridian is a Gesellschaft mit beschränkter Haftung (GmbH) organized under the laws of the Federal Republic of Germany, registered with the Commercial Register (Handelsregister) at the Amtsgericht München under HRB 274581, Steuernummer 143/117/60253, VAT Identification Number DE319274105, with its registered office at Leopoldstraße 78, 80802 München, Germany;

(b) Meridian has established and maintains distribution channels, customer relationships, sales teams, marketing capabilities, and technical support infrastructure sufficient to effectively market, promote, and distribute the Licensed Product in the EMEA Territory, and Meridian will dedicate adequate resources to fulfill its obligations under this Agreement;

CHANNEL RESELLER PROGRAM AGREEMENT
EXECUTION VERSION
March 22, 2024
by and between
LUMOS ANALYTICS INC.
and
MERIDIAN DATA SOLUTIONS GmbH
TABLE OF CONTENTS
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CHANNEL RESELLER PROGRAM AGREEMENT
This Channel Reseller Program Agreement (this "Agreement") is entered into as of March 22, 2024 (the "Signing Date"), by and between:
LUMOS ANALYTICS INC., a Delaware C-Corporation, with its principal place of business at 4700 Sandhill Road, Suite 300, Palo Alto, CA 94304 (hereinafter referred to as "Licensor" or "Lumos");
and
MERIDIAN DATA SOLUTIONS GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, registered with the Commercial Register (Handelsregister) at the Amtsgericht München under HRB 274581, with its registered office at Leopoldstraße 78, 80802 München, Germany (hereinafter referred to as "Reseller" or "Meridian").
Lumos and Meridian are each individually referred to herein as a "Party" and collectively as the "Parties."
This Agreement shall become effective as of April 1, 2024 (the "Effective Date").
RECITALS
WHEREAS, Lumos is the developer, owner, and licensor of the AI-powered financial analytics and risk-modeling software-as-a-service platform known as Lumos Prism™ (the "Platform" or "Licensed Product"), which provides enterprise-grade predictive analytics, portfolio risk assessment, stress-testing, and regulatory reporting capabilities to financial institutions, asset managers, insurance companies, and other regulated entities worldwide;
WHEREAS, Lumos desires to expand the distribution and market penetration of the Platform in the Europe, Middle East, and Africa region (the "EMEA Territory"), and to engage a qualified and experienced channel partner to assist with such expansion;
WHEREAS, Meridian is a technology channel distributor with an established and substantial presence across the EMEA Territory, currently serving as an authorized reseller for over forty (40) enterprise software vendors, with annual revenue of approximately €312,000,000 (three hundred twelve million euros) for the fiscal year ended December 31, 2023 ("FY 2023"), and possessing deep expertise in the distribution of enterprise software solutions to financial services and regulated industry customers throughout the EMEA Territory;
WHEREAS, Lumos desires to appoint Meridian, and Meridian desires to be appointed, as a non-exclusive authorized reseller of Lumos Prism™ SaaS subscriptions in the EMEA Territory on the terms and conditions set forth herein;
WHEREAS, the Parties wish to set forth the terms governing such appointment, including minimum annual purchase commitments, pricing and payment terms, indemnification obligations, intellectual property rights, data protection and privacy requirements, compliance obligations, and other related matters; and
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement.
1.1 "Affiliate" means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" means the direct or indirect ownership of more than fifty percent (50%) of the outstanding voting securities of an entity, or the right to receive more than fifty percent (50%) of the profits or earnings of an entity, or the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
1.2 "Aggregate Deal Value" or "Total Contract Value" or "TCV" means Thirty Million United States Dollars ($30,000,000), being the sum of all Minimum Annual Commitments over the Initial Term as set forth in Section 5.2 and Exhibit F.
1.3 "Annualized Contract Value" or "ACV" means Six Million United States Dollars ($6,000,000) per year, calculated as the Total Contract Value of $30,000,000 divided by the five (5) years of the Initial Term.
1.4 "Applicable Data Protection Laws" means the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"), the United Kingdom General Data Protection Regulation (as defined in and incorporated into domestic law by the UK Data Protection Act 2018) ("UK GDPR"), and any other applicable data protection, privacy, or data security legislation, regulation, or binding guidance in force in the EMEA Territory, including without limitation the Swiss Federal Act on Data Protection (FADP), the Turkish Personal Data Protection Law (KVKK), the South African Protection of Personal Information Act (POPIA), and any successor legislation or implementing regulations thereof.
1.5 "Approved Sub-Distributors" means sub-distributors that have been approved by Lumos in writing for the purpose of distributing the Licensed Product in designated sub-territories within the EMEA Territory, as listed in Exhibit B. As of the Effective Date, the Approved Sub-Distributors are Meridian Data Solutions UK Ltd and Meridian Data Solutions SARL, as further described in Section 2.5.
1.6 "Brand Guidelines" means Lumos's trademark usage, branding, and marketing guidelines as set forth in Exhibit D, as may be updated by Lumos from time to time upon reasonable written notice to Meridian.
1.7 "Confidential Information" has the meaning set forth in Section 7.1.
1.8 "Data Processing Agreement" or "DPA" means the data processing agreement between the Parties attached hereto as Exhibit C and incorporated herein by reference, which governs the processing of personal data in connection with this Agreement.
1.9 "Effective Date" means April 1, 2024.
1.10 "EMEA Territory" or "Territory" means all countries and territories within Europe (including the United Kingdom, the European Economic Area, Switzerland, and the Western Balkans), the Middle East, and Africa, as further described and delineated in Exhibit B, but excluding any Restricted Territories.
1.11 "End User" means any third-party customer that subscribes to or licenses the use of Lumos Prism™ through Meridian or an Approved Sub-Distributor pursuant to this Agreement and the applicable End User License Agreement or subscription terms.
1.12 "Escrow Agent" means Evergreen Trust Company, N.A., a nationally chartered trust company with offices at 400 South Hope Street, Suite 1100, Los Angeles, CA 90071, acting in its capacity as escrow agent under the Escrow Agreement.
1.13 "Escrow Agreement" means the escrow agreement dated as of the Signing Date among Lumos, Meridian, and Evergreen Trust Company, N.A., governing the deposit, maintenance, and release of Holdback Amounts.
1.14 "Exhibits" means Exhibits A through F attached hereto, each of which is incorporated herein by reference and made a part of this Agreement.
1.15 "Holdback Amount" means five percent (5%) of each quarterly payment due from Meridian under this Agreement, to be withheld and deposited with the Escrow Agent pursuant to the Escrow Agreement, as further described in Section 5.7.
1.16 "Initial Term" means the period commencing on the Effective Date and expiring on March 31, 2029, as set forth in Section 6.1.
1.17 "Licensed Product" or "Platform" means Lumos Prism™, Lumos's proprietary AI-powered financial analytics and risk-modeling SaaS platform, together with all updates, upgrades, patches, enhancements, and new releases thereof made generally available by Lumos during the Term, as more fully described in Exhibit A.
1.18 "List Price" means Lumos's published EMEA list prices for the Licensed Product, as set forth in Exhibit A, which may be updated by Lumos from time to time in accordance with Section 5.1.
1.19 "Minimum Annual Commitment" or "MAC" means the minimum annual purchase obligations of Meridian during each year of the Initial Term, as set forth in Section 5.2 and Exhibit F.
1.20 "Reseller discount" means a discount of thirty percent (30%) off the applicable List Price, as further described in Section 5.1.
1.21 "Restricted Territories" means those countries, regions, and territories subject to comprehensive economic sanctions under the programs administered by the U.S. Office of Foreign Assets Control (OFAC), the European Union, the United Kingdom, or other applicable sanctions regimes, which as of the Signing Date include Cuba, Iran, the Democratic People's Republic of Korea (North Korea), Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine. The list of Restricted Territories shall be deemed automatically updated to reflect changes in applicable sanctions programs.
1.22 "SLA" means the service level agreement attached hereto as Exhibit E, which sets forth the performance standards, uptime commitments, support tiers, incident response times, and service credit mechanisms applicable to the Licensed Product.
1.23 "Signing Date" means March 22, 2024, the date on which this Agreement is executed by the Parties.
1.24 "Standard Contractual Clauses" or "SCCs" means the standard contractual clauses for the transfer of personal data to third countries adopted by the European Commission pursuant to Commission Implementing Decision (EU) 2021/914, as incorporated in the DPA under Module Two (Controller-to-Processor), together with the UK Addendum to the EU Standard Contractual Clauses issued by the UK Information Commissioner's Office, as applicable.
1.25 "Renewal Term" has the meaning set forth in Section 6.2.
1.26 "Term" means, collectively, the Initial Term and any Renewal Terms.
1.27 "Wind-Down Period" has the meaning set forth in Section 6.6(a).
1.28 "Feedback" has the meaning set forth in Section 4.5.
Additional terms may be defined elsewhere in this Agreement, and such definitions shall be equally authoritative.
ARTICLE 2 — APPOINTMENT AND SCOPE
2.1 Appointment. Lumos hereby appoints Meridian, and Meridian hereby accepts such appointment, as a non-exclusive authorized reseller of Lumos Prism™ SaaS subscriptions in the EMEA Territory during the Term, subject to and in accordance with the terms and conditions of this Agreement. Meridian acknowledges and agrees that this appointment does not create any franchise, agency, partnership, joint venture, or employment relationship between the Parties. Meridian's rights under this Section 2.1 are limited to the marketing, promotion, demonstration, and resale of Lumos Prism™ SaaS subscriptions and do not extend to any other products or services offered by Lumos or its Affiliates unless expressly agreed in writing.
2.2 Non-Exclusivity. The appointment granted under Section 2.1 is non-exclusive. Lumos expressly retains the unrestricted right, at any time during the Term, to:
(a) appoint additional resellers, distributors, channel partners, value-added resellers, system integrators, or other intermediaries in the EMEA Territory, on such terms as Lumos may determine in its sole discretion;
(b) sell, license, distribute, or otherwise make available the Licensed Product directly to End Users or prospective customers in the EMEA Territory, whether through Lumos's own sales force, its website, or any other direct or indirect channel; and
(c) modify, restructure, or discontinue its channel strategy, partner program, or distribution model at any time, in its sole discretion, subject to the terms and conditions of this Agreement.
Meridian acknowledges that the non-exclusive nature of this appointment is a fundamental and essential term of this Agreement, and Meridian has entered into this Agreement with full knowledge and understanding of such non-exclusivity.
2.3 Scope of Authorized Activities. Subject to the terms and conditions of this Agreement, Meridian is authorized to:
(a) market, promote, and advertise the Licensed Product to prospective End Users within the EMEA Territory, using marketing materials and methods approved by Lumos;
(b) conduct product demonstrations of the Licensed Product using demonstration environments and sandbox instances provided or authorized by Lumos;
(c) negotiate and enter into subscription agreements with End Users for the Licensed Product, using Lumos-approved End User License Agreements or subscription terms;
(d) provide Tier 1 technical support to End Users as set forth in the SLA (Exhibit E); and
(e) invoice End Users and collect subscription fees on behalf of Lumos, subject to the financial terms set forth in Article 5.
All authorized activities shall be conducted in accordance with this Agreement, the Brand Guidelines set forth in Exhibit D, all applicable laws and regulations, and such additional policies and guidelines as Lumos may issue from time to time.
2.4 Restrictions. Meridian shall not, and shall ensure that its Approved Sub-Distributors and their respective employees, agents, and contractors do not:
(a) resell, distribute, sublicense, or make available the Licensed Product to any person or entity located outside the EMEA Territory, or to any person or entity that Meridian knows or has reason to believe intends to use the Licensed Product outside the EMEA Territory;
(b) resell, distribute, sublicense, or make available the Licensed Product into any Restricted Territory, or to any person or entity that is (i) located in a Restricted Territory, (ii) listed on any applicable restricted party list, or (iii) owned or controlled by, or acting on behalf of, any person or entity described in clauses (i) or (ii);
(c) modify, reverse-engineer, decompile, disassemble, translate, adapt, or create derivative works of the Licensed Product or any component thereof, or attempt discover the source code, object code, algorithms, or underlying structure of the Licensed Product;
(d) make any representations, warranties, guarantees, or commitments regarding the Licensed Product, its functionality, performance, or capabilities beyond those expressly authorized by Lumos in writing, including the authorized marketing materials and product documentation;
(e) engage in active sales activities or marketing campaigns directed at territories that Lumos has allocated exclusively to other resellers, distributors, or channel partners (if any) designated by Lumos in writing, it being understood that passive sales into such territories are not restricted by this clause; or
(f) use the Licensed Product for any purpose other than demonstration, testing, and authorized resale activities as contemplated by this Agreement, unless otherwise authorized by Lumos in writing.
2.5 Sub-Distribution Rights. Meridian may not appoint, engage, or authorize any sub-distributor, sub-reseller, or other intermediary to market, distribute, or resell the Licensed Product without Lumos's prior written consent, which Lumos may grant or withhold in its sole discretion. As of the Effective Date, Lumos hereby pre-approves the following Approved Sub-Distributors:
(a) Meridian Data Solutions UK Ltd, a private limited company incorporated in England and Wales (Companies House Registration No. 12847391), with its registered office at 14 Fenchurch Place, London EC3M 5AJ, United Kingdom (Director: Katarina Voss), authorized to distribute the Licensed Product in the United Kingdom and the Republic of Ireland; and
(b) Meridian Data Solutions SARL, a société à responsabilité limitée organized under the laws of the French Republic (SIREN 912 483 057), with its registered office at 27 Rue de la Boétie, 75008 Paris, France (Gérant: Jean-Philippe Moreau), authorized to distribute the Licensed Product in France, Belgium, the Grand Duchy of Luxembourg, and the French-speaking cantons of Switzerland.
Each Approved Sub-Distributor shall be required to execute a sub-distribution agreement containing terms and conditions no less restrictive than those set forth in this Agreement, including without limitation provisions relating to intellectual property protection, confidentiality, data protection, export controls, sanctions compliance, anti-corruption, territorial restrictions, and indemnification. Meridian shall provide Lumos with a copy of each executed sub-distribution agreement within fifteen (15) business days of execution. Meridian shall remain fully responsible and liable for all acts, omissions, errors, and defaults of its Approved Sub-Distributors as if such acts, omissions, errors, and defaults were those of Meridian itself.
The appointment of additional sub-distributors beyond those pre-approved herein shall require Meridian to submit a written request to Lumos identifying the proposed sub-distributor, including its full legal name, jurisdiction of organization, registration details, principal officers, proposed territory, relevant qualifications and experience, financial condition, and references from other principal vendors. Lumos shall review such request and respond in writing within thirty (30) business days. Lumos's approval or rejection of any proposed sub-distributor shall be at Lumos's sole discretion, and Lumos shall not be required to provide reasons for any rejection.
ARTICLE 3 — LICENSED PRODUCT
3.1 Description of Licensed Product. The Licensed Product is Lumos Prism™, Lumos's proprietary AI-powered financial analytics and risk-modeling SaaS platform. The Platform provides enterprise-grade capabilities including, without limitation, predictive analytics, portfolio risk assessment, scenario analysis, stress-testing, regulatory reporting, compliance monitoring, and data visualization tools designed for financial institutions, asset managers, insurance companies, pension funds, and other regulated entities. A detailed description of the Licensed Product, including available subscription tiers, feature sets, module configurations, and technical specifications, is set forth in Exhibit A — Licensed Products & Pricing Schedule.
3.2 Modifications and Updates. Lumos may, in its sole discretion, modify, update, enhance, upgrade, or otherwise change the Licensed Product from time to time during the Term. Such modifications may include, without limitation, the addition of new features and modules, the deprecation or removal of existing features, changes to the user interface, improvements to underlying algorithms and data models, security patches, bug fixes, and infrastructure upgrades. Lumos shall use commercially reasonable efforts to provide Meridian with at least thirty (30) days' advance written notice of any material changes to the Licensed Product that may reasonably be expected to affect Meridian's resale activities or End Users' use of the Platform. For purposes of this Section, "material changes" include the removal of any core feature, any change to the product's pricing structure, any change that materially alters the functionality described in Exhibit A, or any change that may require End Users to modify their systems, processes, or integrations.
3.3 No Modification Rights. Meridian shall not modify, alter, adapt, translate, reverse-engineer, decompile, disassemble, or create derivative works of the Licensed Product or any component thereof. Meridian shall not integrate, bundle, or combine the Licensed Product with any third-party product or service in a manner that creates a derivative work or that alters the functionality, performance, or appearance of the Licensed Product, unless expressly authorized by Lumos in writing. This restriction applies equally to Meridian's Approved Sub-Distributors, employees, agents, and contractors.
3.4 Support and Maintenance. The Parties shall collaborate to provide End Users with comprehensive technical support in accordance with the tiered support model set forth in Exhibit E — Service Level Agreement. Specifically:
(a) Tier 1 Support (Meridian). Meridian shall serve as the first point of contact for all End User support inquiries. Tier 1 support responsibilities include initial triage, basic troubleshooting, user administration assistance, password resets, configuration guidance, and resolution of common issues as documented in the Lumos Prism™ knowledge base and support documentation provided by Lumos.
(b) Tier 2 Support (Lumos). Lumos shall provide Tier 2 support for issues that cannot be resolved at the Tier 1 level. Tier 2 support includes advanced technical troubleshooting, investigation of product defects, analysis of performance issues, and coordination with Lumos's engineering team as necessary.
(c) Tier 3 Support (Lumos). Lumos shall provide Tier 3 support for critical issues involving product defects, infrastructure failures, security incidents, and other matters requiring intervention by Lumos's core engineering or operations teams.
Escalation procedures, response times, resolution targets, and service credit mechanisms for each support tier are set forth in detail in Exhibit E.
3.5 Cloud Infrastructure. The Licensed Product for the EMEA Territory shall be hosted on cloud infrastructure operated by Stratos Cloud Services AG, a Swiss corporation with offices at Bahnhofstrasse 42, 8001 Zürich, Switzerland, at its primary data center located in Frankfurt am Main, Germany (the "Frankfurt Data Center"). The Frankfurt Data Center has been selected to ensure compliance with EMEA data residency requirements and Applicable Data Protection Laws. Lumos shall maintain a service level uptime commitment of ninety-nine and ninety-five hundredths percent (99.95%) for the Licensed Product, as measured and calculated in accordance with the methodology set forth in Exhibit E. In the event that Lumos proposes to change the cloud infrastructure provider or data center location for the EMEA Territory, Lumos shall provide Meridian with at least ninety (90) days' prior written notice and shall ensure that any replacement provider or location meets or exceeds the security, performance, and data protection standards applicable to the existing infrastructure.
ARTICLE 4 — INTELLECTUAL PROPERTY
4.1 Ownership. As between the Parties, Lumos retains all right, title, and interest in and to the Licensed Product, including without limitation all patent rights, copyright rights, trade secret rights, trademark rights, database rights, moral rights, and all other intellectual property rights therein, whether registered or unregistered, and all applications, renewals, extensions, and restorations thereof, in all jurisdictions worldwide. Nothing in this Agreement shall be construed as transferring, assigning, conveying, or granting any ownership interest in the Licensed Product, its source code, object code, algorithms, data models, training data, documentation, or any related intellectual property to Meridian, any Approved Sub-Distributor, or any End User. Meridian acknowledges that Lumos's intellectual property rights in the Licensed Product are valid and enforceable and agrees not to challenge or contest such rights during the Term or at any time thereafter.
4.2 Trademark License. Subject to the terms and conditions of this Agreement, Lumos hereby grants Meridian a limited, non-exclusive, non-transferable, non-sublicensable (except to Approved Sub-Distributors as provided herein), royalty-free license to use the Lumos Prism™ name, the Lumos Prism™ logo, and such other Lumos-approved marketing materials as Lumos may provide to Meridian from time to time, solely in connection with Meridian's authorized marketing, promotion, and resale activities under this Agreement and in accordance with the Brand Guidelines set forth in Exhibit D. This trademark license shall automatically terminate upon the expiration or termination of this Agreement, subject to the limited wind-down rights set forth in Section 6.6(e). All goodwill arising from Meridian's use of Lumos's trademarks shall inure solely to the benefit of Lumos. Meridian shall not, at any time during or after the Term, register or attempt to register any trademark, trade name, domain name, or social media handle that is identical or confusingly similar to any Lumos trademark.
4.3 Marketing Materials. All co-branded marketing materials, advertising copy, press releases, case studies, white papers, webinar content, trade show materials, and other promotional content that references or incorporates any Lumos trademark or that describes the Licensed Product must be submitted to Lumos for prior written approval before publication, distribution, or use. Lumos shall use commercially reasonable efforts to respond to such approval requests within ten (10) business days of receipt of the complete materials. If Lumos does not respond within such period, the materials shall be deemed not approved, and Meridian shall follow up with Lumos before proceeding. Lumos may withhold approval or require modifications to any marketing materials in its reasonable discretion.
4.4 No Modification of Marks. Meridian shall not modify, alter, distort, animate, abbreviate, or create derivative versions of any Lumos trademarks, logos, or marketing materials without Lumos's prior written consent. Meridian shall ensure that all Lumos trademarks are displayed in accordance with the size, color, placement, and attribution specifications set forth in the Brand Guidelines (Exhibit D), and shall include all trademark notices and attributions required by Lumos.
4.5 Feedback License. Any feedback, suggestions, enhancement requests, feature requests, recommendations, corrections, bug reports, ideas, concepts, or other input provided by Meridian, its employees, its Approved Sub-Distributors, or its End Users regarding the Licensed Product, whether solicited or unsolicited (collectively, "Feedback"), shall become the sole and exclusive property of Lumos. Meridian hereby irrevocably assigns, and shall cause its Approved Sub-Distributors and their respective employees to assign, to Lumos all right, title, and interest in and to any Feedback, including all intellectual property rights therein, without any requirement for additional consideration, compensation, attribution, or accounting. Lumos shall be free to use, reproduce, modify, distribute, and otherwise exploit any Feedback for any purpose, without restriction or obligation to Meridian.
4.6 Reservation of Rights. All rights not expressly granted to Meridian under this Agreement are reserved by Lumos. Without limiting the generality of the foregoing, nothing in this Agreement shall be construed as granting Meridian any implied license or right under any Lumos patent, copyright, trade secret, or other intellectual property right, except as expressly set forth herein.
ARTICLE 5 — FINANCIAL TERMS
5.1 Reseller discount. Meridian shall purchase Lumos Prism™ SaaS subscriptions from Lumos at a discount of thirty percent (30%) off the applicable EMEA List Prices set forth in Exhibit A (the "Reseller discount"). By way of example, if the applicable List Price for a particular subscription tier is $100,000 per annum, Meridian's purchase price shall be $70,000 per annum. The Reseller discount shall apply uniformly to all subscription tiers and modules of the Licensed Product. Lumos may update the EMEA List Prices from time to time, provided that Lumos shall give Meridian at least ninety (90) days' prior written notice of any price increase, and no price increase shall take effect with respect to any existing End User subscription until the renewal of such subscription. The Reseller discount has been determined to constitute arm's-length pricing consistent with the Organisation for Economic Co-operation and Development ("OECD") Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations, using the Comparable Uncontrolled Price (CUP) method, as documented by Caldwell & Pryce Advisory LLC in their transfer pricing memorandum dated March 15, 2024 (the "Transfer Pricing Memorandum"), a copy of which is maintained on file by each Party.
5.2 Minimum Annual Commitment (MAC). Meridian hereby commits to the following Minimum Annual Commitments during each year of the Initial Term. These commitments represent the minimum aggregate purchase amount (at the discounted Reseller price) that Meridian is obligated to achieve in each contract year, whether through direct End User subscription sales, sales through Approved Sub-Distributors, or a combination thereof. The MAC schedule is as follows:
The Minimum Annual Commitments are further detailed in Exhibit F, which includes the quarterly payment schedule, reconciliation methodology, and additional terms applicable to the MAC. If Meridian fails to meet its MAC in any given contract year, the difference between the MAC and Meridian's actual purchases for such year (the "Shortfall Amount") shall become immediately due and payable by Meridian to Lumos within thirty (30) days following the end of such contract year. The Shortfall Amount represents a genuine pre-estimate of the loss that Lumos would suffer as a result of Meridian's failure to meet its purchase commitment and is not intended as a penalty.
5.3 Resale Pricing. Meridian is free to set its own resale prices to End Users at whatever level Meridian determines appropriate in the exercise of its independent commercial judgment. Lumos may from time to time provide Meridian with recommended resale prices or pricing guidelines for the Licensed Product; however, such recommendations are non-binding suggestions only and shall not be construed as constituting resale price maintenance, minimum resale price requirements, or any other restriction on Meridian's pricing freedom. Meridian acknowledges that its pricing decisions are made independently and that Lumos has no right to dictate, control, or approve Meridian's resale pricing.
5.4 Payment Terms. Meridian shall pay all invoiced amounts within forty-five (45) days from the date of invoice (net 45 days). Lumos shall issue invoices on a quarterly basis, in advance, based on the quarterly MAC payment schedule set forth in Exhibit F. Additional invoices may be issued for purchases in excess of the MAC. All payments shall be made in United States Dollars (USD) by wire transfer of immediately available funds to the following account, or such other account as Lumos may designate in writing from time to time with at least fifteen (15) days' prior notice:
Bank: Pinnacle National Bank, N.A. Address: 555 California Street, San Francisco, CA 94104 Account Name: Lumos Analytics Inc. Account Number: To be provided separately via secure channel ABA Routing Number: To be provided separately via secure channel SWIFT Code: To be provided separately via secure channel Reference: Invoice number and contract reference 1008-00010
5.5 Currency; FX Risk. All amounts under this Agreement are denominated and payable in United States Dollars (USD). Meridian bears all foreign exchange risk associated with the conversion of local currencies (including euros, British pounds sterling, Swiss francs, and any other currencies received from End Users) into United States Dollars. Lumos shall have no obligation to adjust any pricing, fees, or payment amounts to account for fluctuations in foreign exchange rates. Meridian may, at its own expense, enter into hedging arrangements to manage its foreign exchange exposure, provided that no such arrangement shall affect Meridian's payment obligations to Lumos under this Agreement.
5.6 Late Payment Interest. Any payment not received by Lumos on or before its due date shall accrue interest at the rate of one and one-half percent (1.5%) per month (equivalent to eighteen percent (18%) per annum), calculated on a simple interest basis from the due date until the date of actual payment in full. Such interest shall accrue without the need for any notice or demand from Lumos. In addition to late payment interest, Meridian shall reimburse Lumos for all costs of collection, including reasonable attorneys' fees and expenses, incurred by Lumos in connection with the collection of overdue amounts.
5.7 Escrow Holdback. Five percent (5%) of each quarterly payment due from Meridian under this Agreement shall be withheld by Meridian and deposited directly with the Escrow Agent, Evergreen Trust Company, N.A., at its offices at 400 South Hope Street, Suite 1100, Los Angeles, CA 90071, pursuant to and in accordance with the terms and conditions of the Escrow Agreement dated as of the Signing Date. By way of illustration, for Year 1 of the Initial Term, the quarterly MAC payment is One Million One Hundred Twenty-Five Thousand United States Dollars ($1,125,000) (being $4,500,000 divided by four (4) quarters), and the corresponding quarterly Holdback Amount is Fifty-Six Thousand Two Hundred Fifty United States Dollars ($56,250) (being $1,125,000 multiplied by 5%). The Holdback Amounts shall be maintained in escrow as a reserve for potential indemnification claims and other obligations arising under this Agreement. The Escrow Agent shall hold, invest, and disburse the Holdback Amounts in accordance with the Escrow Agreement.
5.8 Escrow Release. Any unreleased escrow funds remaining with the Escrow Agent following expiration or termination of this Agreement shall be released to the applicable Party twelve (12) months after the effective date of such expiration or termination, net of any amounts that are subject to pending and unresolved indemnification claims or other disputes between the Parties. The procedures for making claims against the escrow funds, resolving disputed claims, and disbursing remaining balances are set forth in the Escrow Agreement. Each Party shall cooperate with the Escrow Agent and the other Party to facilitate the timely resolution and release of escrow funds.
5.9 Taxes. Each Party shall be solely responsible for its own income taxes, franchise taxes, and similar direct taxes imposed on its income or profits by the jurisdiction in which it is organized or in which it conducts business. Meridian shall be solely responsible for all applicable value-added tax (VAT), goods and services tax (GST), withholding tax, sales tax, use tax, customs duties, and similar indirect taxes, levies, or charges arising from or imposed in connection with Meridian's resale activities, including without limitation the resale of the Licensed Product to End Users in the EMEA Territory. Where Meridian is required by applicable law to withhold any tax from payments due to Lumos, Meridian shall (a) deduct the applicable withholding tax from the payment, (b) remit the withheld amount to the appropriate taxing authority in a timely manner, and (c) promptly provide Lumos with official tax receipts or other documentation evidencing such withholding and remittance. The Parties shall cooperate in good faith to minimize withholding taxes to the extent permitted by applicable law, including by providing applicable tax treaty certifications, tax residency certificates, and such other documentation as may be necessary to claim reduced withholding rates under applicable tax treaties. The Parties acknowledge that the Convention Between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes (the "U.S.-Germany Tax Treaty") may provide for reduced withholding rates on certain payments between the Parties, and each Party shall provide such certifications and documentation as the other Party may reasonably request to facilitate the application of treaty benefits.
5.10 Quarterly Reporting. Within thirty (30) days after the end of each calendar quarter during the Term (i.e., by April 30, July 31, October 31, and January 31 of each year), Meridian shall provide Lumos with a written report (the "Quarterly Report") detailing all resale transactions completed during such quarter. Each Quarterly Report shall include, at a minimum, the following information for each transaction: (a) End User legal name and address; (b) End User industry and jurisdiction; (c) subscription tier and module configuration; (d) subscription start date and term; (e) List Price; (f) actual resale price charged to the End User; (g) Reseller purchase price (after Reseller discount); (h) territory of deployment; (i) revenue recognized during the quarter; and (j) such other information as Lumos may reasonably request. Lumos shall have the right, at its own expense and upon not less than thirty (30) days' prior written notice, to audit Meridian's books and records to verify the accuracy and completeness of the Quarterly Reports, provided that such audits shall be conducted no more than once per calendar year and shall be performed during Meridian's normal business hours by an independent certified public accounting firm reasonably acceptable to both Parties.
ARTICLE 6 — TERM AND TERMINATION
6.1 Initial Term. This Agreement shall commence on the Effective Date (April 1, 2024) and shall continue in full force and effect for an initial term of five (5) years, expiring at 11:59 p.m. Pacific Time on March 31, 2029 (the "Initial Term"), unless earlier terminated in accordance with the provisions of this Article 6.
6.2 Renewal. Following the expiration of the Initial Term, this Agreement shall automatically renew for successive one (1)-year renewal periods (each, a "Renewal Term" and, together with the Initial Term, the "Term"), unless either Party provides the other Party with written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term. For purposes of clarity, notice of non-renewal for the Initial Term must be delivered on or before December 31, 2028. The Minimum Annual Commitment for each Renewal Term shall be mutually agreed upon by the Parties in writing at least sixty (60) days prior to the commencement of such Renewal Term. If the Parties are unable to agree on a Minimum Annual Commitment for a Renewal Term, the MAC for such Renewal Term shall be equal to the MAC for the immediately preceding contract year (i.e., $6,900,000 for the first Renewal Term).
6.3 Termination for Convenience. Either Party may terminate this Agreement at any time, with or without cause, upon one hundred eighty (180) days' prior written notice to the other Party. Termination for convenience shall be subject to the wind-down obligations set forth in Section 6.6 and shall not relieve either Party of any obligations that accrued prior to the effective date of termination, including without limitation Meridian's obligation to pay any Shortfall Amount for the then-current contract year prorated through the effective date of termination.
6.4 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice to the other Party if:
(a) the other Party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice from the non-breaching Party specifying the breach in reasonable detail and demanding cure (the "Cure Period"); provided, however, that if the breach is of a nature that cannot reasonably be cured within thirty (30) days, the breaching Party shall not be in default if it commences cure within the Cure Period and diligently pursues cure to completion within ninety (90) days after receipt of such notice; or
(b) the other Party (i) becomes insolvent or admits in writing its inability to pay its debts as they become due, (ii) files a voluntary petition under any applicable bankruptcy, insolvency, or reorganization law, or has filed against it an involuntary petition under any such law that is not dismissed within sixty (60) days, (iii) makes a general assignment for the benefit of creditors, (iv) has a receiver, trustee, administrator, or similar official appointed over all or substantially all of its assets, or (v) ceases to conduct business in the normal course or takes any step toward the dissolution or winding-up of its affairs.
6.5 Immediate Termination. Notwithstanding anything to the contrary in this Agreement, Lumos may terminate this Agreement immediately, without any cure period, upon written notice to Meridian if Meridian:
(a) violates any applicable export control law or regulation, including the U.S. Export Administration Regulations (EAR) or the EU Dual-Use Regulation;
(b) violates any applicable economic sanctions law or regulation, including those administered by the U.S. Office of Foreign Assets Control (OFAC) or the European Union;
(c) resells, distributes, licenses, or otherwise makes available the Licensed Product in, into, or for the benefit of any Restricted Territory or any person or entity in or connected to a Restricted Territory;
(d) breaches any anti-corruption representation, warranty, or obligation under Article 12; or
(e) engages in any conduct that, in Lumos's reasonable judgment, poses a material risk of legal liability, reputational harm, or regulatory action against Lumos.
6.6 Post-Termination Wind-Down. Upon expiration or termination of this Agreement for any reason:
(a) Existing Subscriptions. Meridian may continue to fulfill existing End User subscriptions that were entered into in the ordinary course of business prior to the effective date of termination for a period not to exceed twelve (12) months following the effective date of termination (the "Wind-Down Period"). For the avoidance of doubt, the Wind-Down Period applies only to End User subscriptions for which binding agreements were executed and delivered prior to the effective date of termination and does not extend to subscriptions that are in the proposal, negotiation, or letter-of-intent stage.
(b) Continued Applicability. During the Wind-Down Period, all terms and conditions of this Agreement shall continue to apply in full to the fulfillment of existing End User subscriptions, including without limitation the financial terms, confidentiality obligations, data protection requirements, intellectual property provisions, compliance obligations, and indemnification and limitation of liability provisions.
(c) No New Subscriptions. Meridian shall not enter into, negotiate, or solicit any new End User subscriptions for the Licensed Product at any time on or after the effective date of termination. Meridian shall promptly refer any new subscription inquiries received during the Wind-Down Period to Lumos.
(d) Escrow Release. The Holdback Amounts held by the Escrow Agent shall be released in accordance with the terms set forth in Section 5.8 and the Escrow Agreement.
(e) Cessation of Trademark Use. Meridian shall cease all use of Lumos trademarks, the Lumos Prism™ name and logo, and all Lumos marketing materials within thirty (30) days after the effective date of expiration or termination; provided, however, that Meridian may continue to use such trademarks and materials during the Wind-Down Period solely to the extent necessary for the fulfillment of existing End User subscriptions as permitted under Section 6.6(a).
(f) Return or Destruction of Confidential Information. Within sixty (60) days after the effective date of expiration or termination (or, with respect to Confidential Information required for the Wind-Down Period, within sixty (60) days after the expiration of the Wind-Down Period), each Party shall, at the Disclosing Party's election, return or destroy all Confidential Information of the other Party in its possession, custody, or control, including all copies, summaries, extracts, and derivative works thereof. Each Party shall certify in writing that it has complied with this obligation. Notwithstanding the foregoing, a Party may retain copies of Confidential Information (i) to the extent required by applicable law, regulation, or professional standards, (ii) in automated archival or backup systems in the ordinary course, provided that such retained copies remain subject to the confidentiality obligations of this Agreement, or (iii) as necessary for the exercise of any surviving rights or obligations under this Agreement.
6.7 Survival. The following provisions shall survive the expiration or termination of this Agreement for any reason and shall continue in full force and effect in accordance with their terms: Article 1 (Definitions); Article 4 (Intellectual Property), including Sections 4.1, 4.5, and 4.6; Article 5 (Financial Terms), to the extent of any accrued payment obligations, Shortfall Amounts, or other financial obligations arising prior to or in connection with expiration or termination; Article 7 (Confidentiality); Article 8 (Data Protection), to the extent of any ongoing data processing obligations or data subject rights; Article 9 (Representations and Warranties), including Section 9.4; Article 10 (Indemnification); Article 11 (Limitation of Liability); Article 13 (Governing Law and Dispute Resolution); and Article 15 (General Provisions), to the extent applicable. Any other provision that by its nature or express terms is intended to survive shall also survive expiration or termination.
ARTICLE 7 — CONFIDENTIALITY
7.1 Definition. "Confidential Information" means all non-public information disclosed by or on behalf of one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, electronically, or in any other form or medium, that is designated as "confidential," "proprietary," or with a similar designation at the time of disclosure, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Without limiting the generality of the foregoing, Confidential Information includes: (a) proprietary business information, business plans, strategies, and financial projections; (b) pricing, fee structures, and discount schedules; (c) customer lists, prospect lists, and End User information; (d) product roadmaps, technical specifications, source code, algorithms, data models, and documentation; (e) marketing plans, sales data, and competitive analyses; (f) the terms and conditions of this Agreement; and (g) any information derived from or based upon any of the foregoing.
7.2 Obligations. The Receiving Party shall:
(a) hold all Confidential Information of the Disclosing Party in strict confidence and not disclose such information to any third party except as expressly permitted under Section 7.3;
(b) use Confidential Information of the Disclosing Party solely for purposes of performing its obligations or exercising its rights under this Agreement, and for no other purpose;
(c) protect Confidential Information of the Disclosing Party using at least the same degree of care that it uses to protect its own confidential and proprietary information of a similar nature, but in no event less than a reasonable degree of care; and
(d) limit internal access to Confidential Information to those of its employees, directors, officers, and contractors who have a demonstrable need to know such information for purposes of this Agreement and who are bound by written confidentiality obligations at least as protective as those contained herein.
7.3 Permitted Disclosures. The Receiving Party may disclose Confidential Information of the Disclosing Party:
(a) to its employees, directors, officers, professional advisors (including attorneys and accountants), and contractors who have a need to know such information for purposes of performing obligations or exercising rights under this Agreement, provided that such persons are bound by written confidentiality obligations at least as protective as those contained in this Article 7;
(b) to Approved Sub-Distributors, provided that such sub-distributors are bound by substantially similar confidentiality terms and the disclosure is necessary for the performance of their sub-distribution activities under this Agreement;
(c) as required by applicable law, regulation, governmental order, court order, or subpoena, provided that the Receiving Party (i) provides the Disclosing Party with prompt written notice of such requirement (to the extent legally permitted), (ii) cooperates with the Disclosing Party's efforts to obtain a protective order or other appropriate remedy, and (iii) discloses only the minimum amount of Confidential Information required to comply with such legal requirement; and
(d) to the Escrow Agent, to the extent necessary for the administration of the Escrow Agreement.
7.4 Exclusions. The obligations set forth in this Article 7 shall not apply to information that:
(a) is or becomes publicly available through no fault of or breach by the Receiving Party;
(b) was already known to the Receiving Party prior to receipt from the Disclosing Party, as documented by the Receiving Party's written records;
(c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as documented by the Receiving Party's written records; or
(d) is received by the Receiving Party from a third party that is not, to the Receiving Party's knowledge, under any obligation of confidentiality to the Disclosing Party with respect to such information.
7.5 Duration. The confidentiality obligations set forth in this Article 7 shall survive the expiration or termination of this Agreement for a period of five (5) years following the effective date of such expiration or termination. Notwithstanding the foregoing, the Receiving Party's obligations with respect to any Confidential Information that constitutes a trade secret under applicable law shall continue for so long as such information retains its trade secret status, which may be indefinitely.
7.6 Return/Destruction. Upon expiration or termination of this Agreement, each Party's obligations regarding the return or destruction of Confidential Information shall be as set forth in Section 6.6(f).
ARTICLE 8 — DATA PROTECTION
8.1 Data Processing Agreement. The Parties have entered into the Data Processing Agreement attached hereto as Exhibit C (the "DPA"), which is incorporated herein by reference and forms an integral part of this Agreement. The DPA sets forth the Parties' respective obligations with respect to the processing of personal data in connection with the performance of this Agreement. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the DPA with respect to data protection matters, the terms of the DPA shall prevail.
8.2 GDPR Compliance. Each Party shall comply with the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR") and the UK General Data Protection Regulation (as retained in domestic law by the UK Data Protection Act 2018) ("UK GDPR") with respect to all personal data processed in connection with this Agreement. Each Party shall implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk associated with the processing of such personal data, in accordance with Article 32 of the GDPR. Each Party shall cooperate with the other in ensuring compliance with applicable data subject rights, including rights of access, rectification, erasure, restriction of processing, data portability, and the right to object.
8.3 Standard Contractual Clauses. The DPA incorporates the European Commission's Standard Contractual Clauses for the transfer of personal data to third countries, as adopted by Commission Implementing Decision (EU) 2021/914, under Module Two (Controller-to-Processor), for cross-border transfers of personal data from the European Economic Area and the United Kingdom to the United States. The Parties have also incorporated the UK Addendum to the EU Standard Contractual Clauses issued by the UK Information Commissioner's Office, to the extent required for transfers from the United Kingdom. The Parties shall execute and comply with such Standard Contractual Clauses throughout the Term and for so long thereafter as personal data processed under this Agreement remains in the receiving Party's possession or control.
8.4 Data Localization. Lumos shall store and process all EMEA customer personal data (including End User data, employee data, and any other personal data collected or processed in connection with the provision of the Licensed Product in the EMEA Territory) on EU-based cloud infrastructure. Specifically, such data shall be hosted at the Frankfurt Data Center operated by Stratos Cloud Services AG (Bahnhofstrasse 42, 8001 Zürich, Switzerland) in Frankfurt am Main, Germany. Lumos shall not transfer, access, or process EMEA customer personal data outside the European Economic Area or the United Kingdom except (a) in accordance with the Standard Contractual Clauses incorporated in the DPA, (b) pursuant to a valid adequacy decision of the European Commission, or (c) on the basis of another lawful transfer mechanism under the GDPR. Lumos shall provide Meridian with prompt written notice of any changes to data storage or processing locations.
8.5 Sub-Processors. The pre-approved sub-processors engaged by Lumos in connection with the processing of personal data under the DPA are listed in Annex III to the DPA. Lumos shall provide Meridian with at least thirty (30) days' prior written notice before engaging any new sub-processor or replacing an existing sub-processor for the processing of EMEA customer personal data. Such notice shall include the identity, location, and processing activities of the proposed sub-processor. Meridian shall have the right to object to any new or replacement sub-processor on reasonable, documented grounds relating to data protection. If Meridian raises a timely and reasoned objection, the Parties shall discuss the matter in good faith and seek to resolve the objection. If no resolution is reached within thirty (30) days, Meridian may terminate the DPA and, to the extent the objection relates to a fundamental change in data processing, may terminate this Agreement upon sixty (60) days' written notice.
8.6 Data Breach Notification. Lumos shall notify Meridian of any personal data breach (as defined in Article 4(12) of the GDPR) affecting EMEA customer personal data without undue delay and in any event within seventy-two (72) hours of becoming aware of such breach, consistent with the notification obligations set forth in Article 33 of the GDPR. Such notification shall include, to the extent available, the nature of the breach, the categories and approximate number of data subjects and personal data records affected, the likely consequences of the breach, and the measures taken or proposed to be taken to address the breach and mitigate its adverse effects. Lumos shall cooperate with Meridian and its End Users in investigating and remediating any personal data breach and in complying with applicable notification obligations to supervisory authorities and data subjects.
8.7 Data Protection Impact Assessments. Lumos shall cooperate with Meridian and its End Users in connection with any data protection impact assessments ("DPIAs") required under Article 35 of the GDPR or equivalent provisions of Applicable Data Protection Laws. Lumos shall provide such information regarding its processing activities, technical and organizational measures, and data flows as may be reasonably necessary for the conduct of a DPIA, in a timely manner following Meridian's written request.
ARTICLE 9 — REPRESENTATIONS AND WARRANTIES
9.1 Mutual Representations. Each Party hereby represents and warrants to the other Party, as of the Signing Date and as of the Effective Date, that:
(a) it is duly organized, validly existing, and in good standing (or the equivalent status in its jurisdiction of organization) under the laws of its jurisdiction of organization, and has all requisite organizational power and authority to own its assets and conduct its business as presently conducted;
(b) it has full corporate or organizational power and authority to enter into this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or organizational action on the part of such Party;
(c) the execution, delivery, and performance of this Agreement does not and will not (i) violate, conflict with, or result in a breach of any provision of such Party's organizational documents, (ii) violate any applicable law, regulation, rule, order, judgment, or decree binding on such Party, or (iii) result in a breach of, or constitute a default under, any material contract, agreement, or instrument to which such Party is a party or by which its assets are bound; and
(d) the person executing this Agreement on behalf of such Party is duly authorized to do so and has the requisite authority to bind such Party to the terms and conditions hereof.
9.2 Lumos Representations. Lumos hereby represents and warrants to Meridian, as of the Signing Date and as of the Effective Date, that:
(a) Lumos is a C-Corporation organized under the laws of the State of Delaware, Employer Identification Number (EIN) 84-3291056, with its principal place of business at 4700 Sandhill Road, Suite 300, Palo Alto, CA 94304, and is in good standing in the State of Delaware and in each other jurisdiction in which the conduct of its business or the ownership of its assets requires qualification;
(b) Lumos owns or has obtained valid and enforceable licenses to all intellectual property rights in and to the Licensed Product that are necessary to grant the rights and licenses contemplated by this Agreement, free and clear of any liens, encumbrances, or restrictions that would materially impair such rights;
(c) to Lumos's knowledge, as of the Signing Date, the Licensed Product as provided to Meridian does not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party in any jurisdiction within the EMEA Territory;
(d) the Licensed Product, when used in accordance with its documentation and the terms of the applicable End User License Agreement, will perform substantially in accordance with its published documentation and specifications and will meet the service levels set forth in the SLA (Exhibit E); and
(e) Lumos maintains errors and omissions (E&O) insurance and cyber liability insurance with Atlas Mutual Insurance Company, under Policy No. AML-TECH-2024-07829, providing coverage of Ten Million United States Dollars ($10,000,000) per occurrence and Twenty Million United States Dollars ($20,000,000) in the aggregate, such insurance having been obtained through the brokerage services of Ridgepoint Insurance Brokers Inc. Lumos shall maintain such insurance throughout the Term and shall provide Meridian with certificates of insurance upon request.
9.3 Meridian Representations. Meridian hereby represents and warrants to Lumos, as of the Signing Date and as of the Effective Date, that:
(a) Meridian is a Gesellschaft mit beschränkter Haftung (GmbH) organized under the laws of the Federal Republic of Germany, registered with the Commercial Register (Handelsregister) at the Amtsgericht München under HRB 274581, Steuernummer 143/117/60253, VAT Identification Number DE319274105, with its registered office at Leopoldstraße 78, 80802 München, Germany;
(b) Meridian has established and maintains distribution channels, customer relationships, sales teams, marketing capabilities, and technical support infrastructure sufficient to effectively market, promote, and distribute the Licensed Product in the EMEA Territory, and Meridian will dedicate adequate resources to fulfill its obligations under this Agreement;
(c) Meridian maintains the following insurance coverage with Rheinland Versicherung AG, under Policy

CHANNEL RESELLER PROGRAM AGREEMENT

EXECUTION VERSION

LUMOS ANALYTICS INC.

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CHANNEL RESELLER PROGRAM AGREEMENT

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