1008-00010 · Lumos Analytics Inc · Transaction Documents

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

801 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-8400 Facsimile: (213) 555-8401 www.calderwoodharkness.com

Matter Number: 1008-00010

March 22, 2024

Dr. Anneliese Brandt General Counsel Meridian Data Solutions GmbH Leopoldstraße 78 80802 München Germany

Copy to:

Dr. Stefan Kessler Kessler Hartmann Rechtsanwälte PartG mbB Maximilianstraße 35 80539 München Germany

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

Re: Consent to Appointment of Meridian Data Solutions SARL as Sub-Distributor Pursuant to the Channel Reseller Program Agreement dated March 22, 2024 (the "Agreement") between Lumos Analytics Inc. ("Lumos") and Meridian Data Solutions GmbH ("Meridian")

Dear Dr. Brandt:

This firm represents Lumos Analytics Inc., a Delaware C-Corporation ("Lumos"), in connection with the above-referenced matter. We write on behalf of Lumos to convey Lumos's consent to the appointment of Meridian Data Solutions SARL as an authorized sub-distributor under the Agreement, subject to the terms and conditions set forth in this letter (this "Consent Letter").

Background and Recitals

A. Reference is hereby made to that certain Channel Reseller Program Agreement, dated as of March 22, 2024 (together with all exhibits, schedules, annexes, and addenda attached thereto or incorporated therein by reference, the "Agreement"), by and between Lumos Analytics Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 4700 Sandhill Road, Suite 300, Palo Alto, California 94304 (Employer Identification Number: 84-3291056) ("Lumos"), and Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung organized and registered in the Federal Republic of Germany (registered with the Amtsgericht München under registration number HRB 274581), with its principal office at Leopoldstraße 78, 80802 München, Germany ("Meridian").

B. Pursuant to the Agreement, Lumos has granted Meridian non-exclusive rights to resell, market, and distribute the Lumos Prism™ AI-powered financial analytics and risk-modeling SaaS platform ("Lumos Prism™" or the "Platform") within the territory comprising the Europe, Middle East, and Africa region, as more particularly defined in the Agreement (the "EMEA Territory").

C. The Agreement provides, among other things, that Meridian may not appoint any sub-distributor, sub-reseller, or sub-agent to market, distribute, or resell the Platform, or any component thereof, within the EMEA Territory without the prior written consent of Lumos. This consent requirement is set forth in Section 4.3 of the Agreement and further governed by the terms and procedures specified in Exhibit B to the Agreement (EMEA Territory & Sub-Distributor Authorization).

D. Meridian has submitted a formal request to Lumos, dated February 14, 2024, seeking Lumos's prior written consent to appoint Meridian Data Solutions SARL, a wholly owned subsidiary of Meridian, as a sub-distributor authorized to resell the Platform in certain specified territories within the EMEA Territory, as further described herein.

E. Lumos has reviewed Meridian's request, together with all supporting documentation submitted in connection therewith, including corporate registration documents, certificates of good standing, proof of insurance, compliance certifications, and the proposed form of sub-distribution agreement, and has determined, in its reasonable discretion, that the appointment of Meridian Data Solutions SARL as a sub-distributor is consistent with the terms and objectives of the Agreement and the Channel Reseller Program.

F. Accordingly, Lumos hereby issues this Consent Letter in accordance with Section 4.3 of the Agreement and the procedures set forth in Exhibit B thereto.

All capitalized terms used but not otherwise defined in this Consent Letter shall have the meanings ascribed to such terms in the Agreement.

Section 1: Grant of Consent

Lumos Analytics Inc. hereby grants its prior written consent, pursuant to Section 4.3 of the Agreement and the procedures established in Exhibit B (EMEA Territory & Sub-Distributor Authorization) to the Agreement, for Meridian Data Solutions GmbH to appoint and authorize Meridian Data Solutions SARL as a sub-distributor under the Agreement (in such capacity, the "Sub-Distributor"), subject in all respects to the terms, conditions, limitations, and qualifications set forth in this Consent Letter.

The Sub-Distributor is identified as follows:

This consent is limited solely to the appointment of the Sub-Distributor identified above. No consent is granted, or shall be implied, with respect to the appointment of any other sub-distributor, sub-reseller, sub-agent, or other intermediary. Any additional appointments shall require a separate, express prior written consent of Lumos in accordance with the terms of the Agreement.

Section 2: Authorized Territory

2.1 The sub-distribution rights granted to Meridian Data Solutions SARL pursuant to this Consent Letter are limited exclusively to the following territories within the EMEA Territory (collectively, the "Authorized Sub-Territory"):

(a) The Republic of France (including metropolitan France and the overseas departments and regions (départements et régions d'outre-mer), but excluding the overseas collectivities (collectivités d'outre-mer) and New Caledonia unless otherwise agreed in writing);

(b) The Kingdom of Belgium;

(d) French-speaking Switzerland (Romandie), comprising the cantons of Geneva, Vaud, Neuchâtel, and Jura, and the French-speaking parts of the cantons of Bern, Fribourg, and Valais.

2.2 Meridian Data Solutions SARL shall not, directly or indirectly, distribute, resell, market, promote, demonstrate, license, or otherwise make available the Lumos Prism™ platform, or any component, module, or derivative thereof, to any customer, prospect, or end user located outside the Authorized Sub-Territory, unless Meridian Data Solutions SARL has obtained separate prior written consent from Lumos for such activities in accordance with Section 4.3 of the Agreement and the procedures set forth in Exhibit B thereto.

2.3 For the avoidance of doubt, all resale and distribution activities conducted by Meridian Data Solutions SARL within the Authorized Sub-Territory are subject to the same non-exclusive terms that govern Meridian's rights under the Agreement. Nothing in this Consent Letter grants any exclusive rights to Meridian Data Solutions SARL, Meridian, or any other party, within the Authorized Sub-Territory or otherwise.

Section 3: Conditions of Consent

This consent is expressly conditioned upon the ongoing satisfaction of each of the following conditions. Failure to satisfy any of these conditions shall constitute a material breach and may result in the revocation of this consent in accordance with Section 5 below.

3.1 Compliance with the Agreement

Meridian Data Solutions SARL shall comply with all terms, conditions, obligations, restrictions, and requirements of the Agreement as if it were a direct party thereto. Without limiting the generality of the foregoing, such compliance obligations shall include, but are not limited to, the following provisions of the Agreement and its exhibits:

(a) All intellectual property protection provisions, including without limitation the restrictions on the use of Lumos trademarks, service marks, logos, trade names, and copyrighted materials;

(b) All data protection and data privacy obligations, including those set forth in the Data Processing Agreement attached as Exhibit C to the Agreement;

(c) All confidentiality obligations, including the non-disclosure requirements applicable to Confidential Information as defined in Section 12 of the Agreement;

(d) All anti-corruption and anti-bribery obligations, including compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1 et seq.) ("FCPA"), the UK Bribery Act 2010, and French Law No. 2016-1691 of December 9, 2016 (the "sapin II Law");

(e) All sanctions compliance obligations, including compliance with programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, and the competent authorities of France, Belgium, Luxembourg, and Switzerland;

(f) All export control compliance obligations, including compliance with the U.S. Export Administration Regulations ("EAR") (15 C.F.R. Parts 730–774) and the EU Dual-Use Regulation (Regulation (EU) 2021/821); and

(g) All reporting, notification, and record-keeping obligations set forth in the Agreement.

Notwithstanding any delegation of sub-distribution rights to Meridian Data Solutions SARL, Meridian shall remain primarily responsible and liable for all acts, omissions, breaches, defaults, and failures to perform of Meridian Data Solutions SARL under the Agreement and this Consent Letter. The appointment of the Sub-Distributor shall in no way diminish, limit, or otherwise affect Meridian's obligations and liabilities under the Agreement.

3.2 Sub-Distribution Agreement

3.2.1 Meridian shall enter into a written sub-distribution agreement with Meridian Data Solutions SARL (the "Sub-Distribution Agreement") that incorporates terms and conditions that are no less restrictive than those set forth in the Agreement. Without limiting the generality of the foregoing, the Sub-Distribution Agreement shall contain provisions addressing, at a minimum, each of the following:

(a) Non-Exclusive Resale Rights. The sub-distribution rights granted to Meridian Data Solutions SARL shall be non-exclusive in nature, consistent with the non-exclusive character of Meridian's rights under the Agreement. The Sub-Distribution Agreement shall expressly state that Lumos retains the right to appoint additional distributors, resellers, or sub-distributors within the Authorized Sub-Territory and to sell directly to end users within such territory.

(b) Brand Guidelines. Meridian Data Solutions SARL shall comply with the Lumos trademark license and brand guidelines set forth in Exhibit D to the Agreement (Trademark License & Brand Guidelines), including all requirements relating to the use of the Lumos name, the Lumos Prism™ mark, associated logos, and marketing collateral. All marketing materials used by Meridian Data Solutions SARL must be submitted to Lumos for prior written approval in accordance with the procedures specified in Exhibit D.

(c) Prohibition on Modification. Meridian Data Solutions SARL shall not modify, alter, adapt, translate, reverse-engineer, decompile, disassemble, or create derivative works of the Lumos Prism™ platform, its software, documentation, algorithms, machine-learning models, or any component thereof, whether in whole or in part. All rights in and to the Platform, including all intellectual property rights therein, are and shall remain the exclusive property of Lumos.

(d) Data Protection Compliance. Meridian Data Solutions SARL shall comply in all respects with the Data Processing Agreement attached as Exhibit C to the Agreement, including without limitation:

(i) compliance with the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR") and, to the extent applicable, the United Kingdom General Data Protection Regulation (the "UK GDPR") and the UK Data Protection Act 2018;

(ii) adherence to the Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914), Module Two (Controller-to-Processor), as incorporated in the Data Processing Agreement;

(iii) data localization requirements, ensuring that all personal data processed in connection with the Platform is stored and processed on EU-based infrastructure, specifically at the designated facility operated by Stratos Cloud Services AG in Frankfurt am Main, Germany, and shall not be transferred to, or accessed from, any location outside the European Economic Area, the United Kingdom, or Switzerland without prior written authorization from Lumos and appropriate legal safeguards; and

(iv) all data breach notification requirements, data subject rights procedures, and data protection impact assessment obligations set forth in the Data Processing Agreement.

(e) Anti-Corruption Compliance. Meridian Data Solutions SARL shall comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act ("FCPA"), the UK Bribery Act 2010, and the French sapin II Law. The Sub-Distribution Agreement shall include representations, warranties, and covenants confirming that neither Meridian Data Solutions SARL nor any of its directors, officers, employees, or agents has made, offered, or promised, or will make, offer, or promise, any payment, gift, or thing of value to any government official, political party, or public international organization for the purpose of obtaining or retaining business or securing an improper advantage.

(f) Export Control and Sanctions Compliance. Meridian Data Solutions SARL shall comply with all applicable export control and economic sanctions laws and regulations, including the U.S. Export Administration Regulations (EAR) (15 C.F.R. Parts 730–774), the EU Dual-Use Regulation (Regulation (EU) 2021/821), and all sanctions programs administered by OFAC and the European Union. Meridian Data Solutions SARL is strictly prohibited from reselling, exporting, re-exporting, or otherwise transferring or making available the Lumos Prism™ platform, or any component thereof, directly or indirectly, to, or for the benefit of, any person, entity, or destination subject to comprehensive OFAC sanctions, including Cuba, Iran, the Democratic People's Republic of Korea (North Korea), Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine.

(g) Resale Pricing. The Sub-Distribution Agreement shall expressly provide that Meridian Data Solutions SARL is free to independently set its own resale prices to end users, and neither Meridian nor Lumos shall engage in any form of resale price maintenance with respect to the Sub-Distributor's pricing decisions. This provision is included to ensure compliance with applicable competition and antitrust laws, including Article 101 of the Treaty on the Functioning of the European Union and the Vertical Block Exemption Regulation (Regulation (EU) 2022/720).

3.2.2 Meridian shall provide Lumos with a fully executed copy of the Sub-Distribution Agreement, together with any annexes, schedules, or exhibits thereto, within fifteen (15) business days following the date of execution of the Sub-Distribution Agreement. Failure to provide such executed copy within the prescribed timeframe shall constitute a material breach of this Consent Letter.

3.2.3 Any material amendment, modification, supplement, or restatement of the Sub-Distribution Agreement shall be subject to the prior written approval of Lumos.

3.3 Insurance Requirements

Meridian Data Solutions SARL must maintain, or be covered under Meridian's existing insurance policies with, insurance coverage meeting the minimum requirements set forth in Section 16 of the Agreement. Specifically, the following minimum levels of coverage shall be maintained in full force and effect at all times during the term of this Consent Letter:

All insurance policies shall be placed with carriers rated no lower than "A-" (Excellent) by A.M. Best Company or an equivalent rating by a recognized rating agency. Meridian shall provide Lumos with certificates of insurance evidencing such coverage upon request and promptly upon any material change in coverage, including cancellation, non-renewal, or reduction in limits.

3.4 Indemnification. 3.4.1 For the avoidance of doubt, and without limiting the generality of Meridian's indemnification obligations under Section 14 of the Agreement, all indemnification obligations of Meridian under the Agreement extend to, and fully encompass, the acts, omissions, breaches, defaults, and failures to perform of Meridian Data Solutions SARL. Meridian shall defend, indemnify, and hold harmless Lumos, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, successors, and assigns (collectively, the "Lumos Indemnified Parties") from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of litigation or arbitration) arising out of or in connection with:

(a) any marketing, promotion, demonstration, or misrepresentation of the Lumos Prism™ platform by Meridian Data Solutions SARL, including any claims by end users or third parties based on statements, representations, or warranties made by the Sub-Distributor that are not authorized by or consistent with the Agreement or Lumos's official product documentation;

(b) any unauthorized modification, alteration, reverse-engineering, or creation of derivative works of the Platform by Meridian Data Solutions SARL;

(c) any breach of applicable law by Meridian Data Solutions SARL, including any violation of data protection, privacy, anti-corruption, competition, or consumer protection laws; and

(d) any failure by Meridian Data Solutions SARL to comply with applicable export control and economic sanctions laws and regulations.

3.4.2 The aggregate indemnification cap of Fifteen Million United States Dollars ($15,000,000) — representing fifty percent (50%) of the Total Contract Value of Thirty Million United States Dollars ($30,000,000) — as set forth in Section 14.5 of the Agreement, shall apply to all indemnification claims arising from the acts and omissions of Meridian and its sub-distributors (including Meridian Data Solutions SARL) on a collective, combined basis. This aggregate cap does not apply to, and the indemnification obligations shall be uncapped with respect to, the following carve-out categories expressly identified in Section 14.6 of the Agreement:

(i) claims arising from willful misconduct or gross negligence;

(ii) claims arising from fraud or fraudulent misrepresentation;

(iii) claims arising from breach of the confidentiality obligations set forth in Section 12 of the Agreement; and

(iv) claims arising from infringement, misappropriation, or violation of Lumos's intellectual property rights.

3.5 Audit and Inspection Rights

3.5.1 Lumos retains the right, directly or through its authorized representatives (including independent auditors and legal counsel), to audit and inspect Meridian Data Solutions SARL's records, books, systems, premises, and operations to verify compliance with the terms and conditions of the Agreement and this Consent Letter. Such audits may include, without limitation, verification of resale volumes, pricing practices, end-user identification, export control and sanctions screening procedures, data protection practices, and anti-corruption compliance programs.

3.5.2 Lumos shall provide Meridian and the Sub-Distributor with no fewer than thirty (30) days' prior written notice of any intended audit, except that no advance notice shall be required where Lumos has a reasonable, good-faith basis to believe that a material breach of the Agreement, this Consent Letter, or applicable law has occurred or is occurring.

3.5.3 Meridian shall cause Meridian Data Solutions SARL to cooperate fully with any such audit and to provide prompt access to all relevant records, personnel, and facilities. The costs of any audit shall be borne by Lumos unless the audit reveals a material non-compliance, in which case the reasonable costs of the audit shall be borne by Meridian.

3.6 Data Protection

3.6.1 Upon execution of this Consent Letter, Meridian Data Solutions SARL shall be added to the list of authorized sub-processors set forth in Annex III of the Data Processing Agreement (Exhibit C to the Agreement). This addition is subject to the thirty (30) day prior written notification requirement for changes to the list of authorized sub-processors, as specified in Section 7.2 of the Data Processing Agreement. Meridian has provided the requisite notification to Lumos, and the thirty-day notification period has been satisfied as of the date hereof.

3.6.2 All personal data processed by Meridian Data Solutions SARL in connection with the sub-distribution activities contemplated by this Consent Letter must be processed in full compliance with the GDPR and, where applicable, the UK GDPR. Without limiting the generality of the foregoing, all such personal data must be stored on EU-based infrastructure, specifically at the designated data center facility operated by Stratos Cloud Services AG, located in Frankfurt am Main, Germany. No personal data shall be transferred to or processed in any jurisdiction outside the European Economic Area, the United Kingdom, or Switzerland without the prior written consent of Lumos and the implementation of appropriate safeguards as required by applicable data protection law.

3.6.3 Meridian Data Solutions SARL shall appoint a data protection officer or designate a qualified individual responsible for data protection compliance, and shall notify Lumos and Meridian of the identity and contact details of such individual within thirty (30) days of the Effective Date.

Section 4: No Modification of Agreement

4.1 This Consent Letter does not constitute, and shall not be construed as, a modification, amendment, supplement, waiver, or novation of any term, condition, provision, or obligation of the Agreement, except as expressly and specifically set forth herein. All terms and conditions of the Agreement shall remain in full force and effect, and the rights and obligations of the parties thereunder shall continue unchanged.

4.2 All capitalized terms used but not separately defined in this Consent Letter shall have the meanings ascribed to such terms in the Agreement.

4.3 For the avoidance of doubt, the financial terms of the Agreement remain in full force and effect, including without limitation:

(a) the Minimum Annual Commitment schedule, as set forth in Exhibit A to the Agreement:

(b) the thirty percent (30%) reseller discount applicable to all resale transactions under the Agreement;

(c) the five percent (5%) escrow holdback to be deposited with Evergreen Trust Company, N.A., in accordance with Section 8.4 of the Agreement, as security for Meridian's performance obligations; and

(d) all other pricing, payment, invoicing, and financial reporting terms as set forth in the Agreement.

Section 5: Revocation

5.1 Lumos reserves the right to revoke this consent, in whole or in part, upon thirty (30) days' prior written notice to Meridian, if any of the following events occur:

(a) Meridian Data Solutions SARL materially breaches any condition set forth in this Consent Letter or any term or condition of the Agreement, and such breach remains uncured at the expiration of the thirty (30) day notice period;

(b) Meridian Data Solutions SARL becomes insolvent, files a voluntary petition in bankruptcy, is the subject of an involuntary petition in bankruptcy that is not dismissed within sixty (60) days, commences proceedings for its winding-up or dissolution, makes an assignment for the benefit of creditors, or is subject to the appointment of a receiver, administrator, mandataire judiciaire, or similar insolvency officer over all or any material portion of its assets; or

(c) Meridian Data Solutions SARL violates any applicable export control law or regulation, economic sanctions law, program, or regulation, or anti-corruption or anti-bribery law, whether or not such violation constitutes a criminal offense.

5.2 Upon revocation of this consent, Meridian shall immediately cause Meridian Data Solutions SARL to cease all resale, marketing, distribution, promotion, demonstration, and other activities with respect to the Lumos Prism™ platform, including the solicitation of new end-user customers and the execution of new subscription agreements. Notwithstanding the foregoing, and subject to the post-termination wind-down provisions set forth in Section 19.4 of the Agreement, Meridian Data Solutions SARL may continue to fulfill existing end-user subscriptions that are in effect as of the date of revocation for a period not to exceed twelve (12) months following the effective date of revocation, provided that Meridian Data Solutions SARL remains in compliance with all other terms and conditions of the Agreement and this Consent Letter during such wind-down period.

5.3 Revocation of this consent shall not relieve Meridian of any indemnification or other obligations that have accrued prior to the effective date of revocation, and all provisions of this Consent Letter and the Agreement that by their nature are intended to survive termination or expiration shall continue in full force and effect following revocation.

Section 6: Governing Law and Dispute Resolution

6.1 This Consent Letter, and all matters arising out of or relating to this Consent Letter, including without limitation its interpretation, validity, performance, breach, and enforcement, shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice-of-law or conflict-of-law principles that would require the application of the laws of any other jurisdiction.

6.2 Any dispute, controversy, or claim arising out of, relating to, or in connection with this Consent Letter, including any dispute as to its existence, validity, interpretation, performance, breach, or termination, shall be resolved in accordance with the dispute resolution provisions set forth in Section 20 of the Agreement, which provide for binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) in Los Angeles, California, in accordance with the JAMS International Arbitration Rules then in effect, before a panel of three (3) arbitrators.

6.3 Notwithstanding the foregoing, Section 20.5 of the Agreement provides that either party may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies in the state or federal courts located in Santa Clara County, California, without the necessity of posting a bond or proving actual damages, where such relief is necessary to prevent irreparable harm, including without limitation harm arising from unauthorized disclosure of Confidential Information, infringement or misappropriation of intellectual property rights, or violation of export control or sanctions laws.

Section 7: Effective Date

This Consent Letter is effective as of March 22, 2024 (the "Effective Date"), which corresponds to the signing and closing date of the Agreement, and shall remain in full force and effect for the duration of the Agreement, including the initial term commencing on April 1, 2024 and expiring on March 31, 2029, and any renewal or extension periods, unless this consent is earlier revoked in accordance with Section 5 above.

This Consent Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed signature page by electronic mail in portable document format (.pdf) or by other electronic means shall be effective as delivery of a manually executed counterpart.

Please arrange for the authorized representatives of Meridian Data Solutions GmbH and Meridian Data Solutions SARL to execute the acknowledgment blocks below and return a fully executed copy of this Consent Letter to the undersigned at their earliest convenience.

We remain available to discuss any questions regarding the terms of this Consent Letter at your convenience.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Leila Nazari Partner Direct: (213) 555-8437

Email: lnazari@calderwoodharkness.com

On behalf of Lumos Analytics Inc.

Consent and Authorization — Lumos Analytics Inc.

The undersigned, being the duly authorized representative of Lumos Analytics Inc., hereby confirms the consent set forth in this Consent Letter and authorizes the appointment of Meridian Data Solutions SARL as a sub-distributor under the Agreement, subject to the terms and conditions set forth herein.

LUMOS ANALYTICS INC.

By: ________

Name: Priya Raghavan

Title: Chief Executive Officer

Date: March 22, 2024

Address:

4700 Sandhill Road, Suite 300 Palo Alto, California 94304 United States

Acknowledgment — Meridian Data Solutions GmbH

The undersigned, being the duly authorized representative of Meridian Data Solutions GmbH, hereby acknowledges receipt of this Consent Letter, agrees to the terms and conditions set forth herein, and confirms that Meridian Data Solutions GmbH shall ensure that Meridian Data Solutions SARL complies with all obligations set forth in this Consent Letter and the Agreement.

ACKNOWLEDGED AND AGREED:

MERIDIAN DATA SOLUTIONS GmbH

By: ________

Name: Florian Eckstein

Title: Geschäftsführer (Managing Director)

Date: March 22, 2024

Address:

Leopoldstraße 78 80802 München Germany

Acknowledgment — Meridian Data Solutions SARL

The undersigned, being the duly authorized representative of Meridian Data Solutions SARL, hereby acknowledges receipt of this Consent Letter, agrees to be bound by all terms, conditions, restrictions, and obligations set forth herein and in the Agreement (as applicable to the Sub-Distributor), and confirms that Meridian Data Solutions SARL shall at all times comply with the conditions of this consent.

ACKNOWLEDGED AND AGREED:

MERIDIAN DATA SOLUTIONS SARL

By: ________

Name: Jean-Philippe Moreau

Title: Gérant

Date: March 22, 2024

Address:

27 Rue de la Boétie 75008 Paris France

Enclosure:

• Copy of the executed Channel Reseller Program Agreement dated March 22, 2024, between Lumos Analytics Inc. and Meridian Data Solutions GmbH (with all exhibits, schedules, and annexes)

cc (via email and overnight courier):

Daniel Ostroff, Vice President, Legal & Compliance, Lumos Analytics Inc.

Tomoko Ishikawa, Senior Vice President, Global Partnerships, Lumos Analytics Inc.

Dr. Stefan Kessler, Kessler Hartmann Rechtsanwälte PartG mbB

Howard Bellamy, Calderwood & Harkness LLP

Leila Nazari, Calderwood & Harkness LLP

CONFIDENTIAL — This document and its contents are confidential and are subject to the attorney-client privilege and/or work product doctrine. Any unauthorized review, use, disclosure, distribution, or copying of this document is strictly prohibited.

Field	Detail
Full Legal Name	Meridian Data Solutions SARL
Entity Type	Société à responsabilité limitée (SARL), organized and registered under the laws of the Republic of France
Registered Office	27 Rue de la Boétie, 75008 Paris, France
SIREN Number	912 483 057
Gérant (Managing Director)	Jean-Philippe Moreau
Relationship to Meridian	Wholly owned subsidiary of Meridian Data Solutions GmbH
Type of Coverage	Minimum Limit (Per Occurrence)
Commercial General Liability	€5,000,000
Professional Indemnity (Errors & Omissions)	€10,000,000
Cyber Liability	€5,000,000
Contract Year	Period	Minimum Annual Commitment
Year 1	April 1, 2024 – March 31, 2025	$4,500,000
Year 2	April 1, 2025 – March 31, 2026	$5,400,000
Year 3	April 1, 2026 – March 31, 2027	$6,300,000
Year 4	April 1, 2027 – March 31, 2028	$6,900,000
Year 5	April 1, 2028 – March 31, 2029	$6,900,000
Total Contract Value	$30,000,000

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
801 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-8400 Facsimile: (213) 555-8401 www.calderwoodharkness.com
Matter Number: 1008-00010
March 22, 2024
Dr. Anneliese Brandt General Counsel Meridian Data Solutions GmbH Leopoldstraße 78 80802 München Germany
Copy to:
Dr. Stefan Kessler Kessler Hartmann Rechtsanwälte PartG mbB Maximilianstraße 35 80539 München Germany
Daniel Ostroff Vice President, Legal & Compliance Lumos Analytics Inc. 4700 Sandhill Road, Suite 300 Palo Alto, California 94304 United States
Re: Consent to Appointment of Meridian Data Solutions SARL as Sub-Distributor Pursuant to the Channel Reseller Program Agreement dated March 22, 2024 (the "Agreement") between Lumos Analytics Inc. ("Lumos") and Meridian Data Solutions GmbH ("Meridian")
Dear Dr. Brandt:
This firm represents Lumos Analytics Inc., a Delaware C-Corporation ("Lumos"), in connection with the above-referenced matter. We write on behalf of Lumos to convey Lumos's consent to the appointment of Meridian Data Solutions SARL as an authorized sub-distributor under the Agreement, subject to the terms and conditions set forth in this letter (this "Consent Letter").
Background and Recitals
A. Reference is hereby made to that certain Channel Reseller Program Agreement, dated as of March 22, 2024 (together with all exhibits, schedules, annexes, and addenda attached thereto or incorporated therein by reference, the "Agreement"), by and between Lumos Analytics Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 4700 Sandhill Road, Suite 300, Palo Alto, California 94304 (Employer Identification Number: 84-3291056) ("Lumos"), and Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung organized and registered in the Federal Republic of Germany (registered with the Amtsgericht München under registration number HRB 274581), with its principal office at Leopoldstraße 78, 80802 München, Germany ("Meridian").
B. Pursuant to the Agreement, Lumos has granted Meridian non-exclusive rights to resell, market, and distribute the Lumos Prism™ AI-powered financial analytics and risk-modeling SaaS platform ("Lumos Prism™" or the "Platform") within the territory comprising the Europe, Middle East, and Africa region, as more particularly defined in the Agreement (the "EMEA Territory").
C. The Agreement provides, among other things, that Meridian may not appoint any sub-distributor, sub-reseller, or sub-agent to market, distribute, or resell the Platform, or any component thereof, within the EMEA Territory without the prior written consent of Lumos. This consent requirement is set forth in Section 4.3 of the Agreement and further governed by the terms and procedures specified in Exhibit B to the Agreement (EMEA Territory & Sub-Distributor Authorization).
D. Meridian has submitted a formal request to Lumos, dated February 14, 2024, seeking Lumos's prior written consent to appoint Meridian Data Solutions SARL, a wholly owned subsidiary of Meridian, as a sub-distributor authorized to resell the Platform in certain specified territories within the EMEA Territory, as further described herein.
E. Lumos has reviewed Meridian's request, together with all supporting documentation submitted in connection therewith, including corporate registration documents, certificates of good standing, proof of insurance, compliance certifications, and the proposed form of sub-distribution agreement, and has determined, in its reasonable discretion, that the appointment of Meridian Data Solutions SARL as a sub-distributor is consistent with the terms and objectives of the Agreement and the Channel Reseller Program.
F. Accordingly, Lumos hereby issues this Consent Letter in accordance with Section 4.3 of the Agreement and the procedures set forth in Exhibit B thereto.
All capitalized terms used but not otherwise defined in this Consent Letter shall have the meanings ascribed to such terms in the Agreement.
Section 1: Grant of Consent
Lumos Analytics Inc. hereby grants its prior written consent, pursuant to Section 4.3 of the Agreement and the procedures established in Exhibit B (EMEA Territory & Sub-Distributor Authorization) to the Agreement, for Meridian Data Solutions GmbH to appoint and authorize Meridian Data Solutions SARL as a sub-distributor under the Agreement (in such capacity, the "Sub-Distributor"), subject in all respects to the terms, conditions, limitations, and qualifications set forth in this Consent Letter.
The Sub-Distributor is identified as follows:
This consent is limited solely to the appointment of the Sub-Distributor identified above. No consent is granted, or shall be implied, with respect to the appointment of any other sub-distributor, sub-reseller, sub-agent, or other intermediary. Any additional appointments shall require a separate, express prior written consent of Lumos in accordance with the terms of the Agreement.
Section 2: Authorized Territory
2.1 The sub-distribution rights granted to Meridian Data Solutions SARL pursuant to this Consent Letter are limited exclusively to the following territories within the EMEA Territory (collectively, the "Authorized Sub-Territory"):
(a) The Republic of France (including metropolitan France and the overseas departments and regions (départements et régions d'outre-mer), but excluding the overseas collectivities (collectivités d'outre-mer) and New Caledonia unless otherwise agreed in writing);
(b) The Kingdom of Belgium;
(c) The Grand Duchy of Luxembourg; and
(d) French-speaking Switzerland (Romandie), comprising the cantons of Geneva, Vaud, Neuchâtel, and Jura, and the French-speaking parts of the cantons of Bern, Fribourg, and Valais.
2.2 Meridian Data Solutions SARL shall not, directly or indirectly, distribute, resell, market, promote, demonstrate, license, or otherwise make available the Lumos Prism™ platform, or any component, module, or derivative thereof, to any customer, prospect, or end user located outside the Authorized Sub-Territory, unless Meridian Data Solutions SARL has obtained separate prior written consent from Lumos for such activities in accordance with Section 4.3 of the Agreement and the procedures set forth in Exhibit B thereto.
2.3 For the avoidance of doubt, all resale and distribution activities conducted by Meridian Data Solutions SARL within the Authorized Sub-Territory are subject to the same non-exclusive terms that govern Meridian's rights under the Agreement. Nothing in this Consent Letter grants any exclusive rights to Meridian Data Solutions SARL, Meridian, or any other party, within the Authorized Sub-Territory or otherwise.
Section 3: Conditions of Consent
This consent is expressly conditioned upon the ongoing satisfaction of each of the following conditions. Failure to satisfy any of these conditions shall constitute a material breach and may result in the revocation of this consent in accordance with Section 5 below.
3.1 Compliance with the Agreement
Meridian Data Solutions SARL shall comply with all terms, conditions, obligations, restrictions, and requirements of the Agreement as if it were a direct party thereto. Without limiting the generality of the foregoing, such compliance obligations shall include, but are not limited to, the following provisions of the Agreement and its exhibits:
(a) All intellectual property protection provisions, including without limitation the restrictions on the use of Lumos trademarks, service marks, logos, trade names, and copyrighted materials;
(b) All data protection and data privacy obligations, including those set forth in the Data Processing Agreement attached as Exhibit C to the Agreement;
(c) All confidentiality obligations, including the non-disclosure requirements applicable to Confidential Information as defined in Section 12 of the Agreement;
(d) All anti-corruption and anti-bribery obligations, including compliance with the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1 et seq.) ("FCPA"), the UK Bribery Act 2010, and French Law No. 2016-1691 of December 9, 2016 (the "sapin II Law");
(e) All sanctions compliance obligations, including compliance with programs administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, and the competent authorities of France, Belgium, Luxembourg, and Switzerland;
(f) All export control compliance obligations, including compliance with the U.S. Export Administration Regulations ("EAR") (15 C.F.R. Parts 730–774) and the EU Dual-Use Regulation (Regulation (EU) 2021/821); and
(g) All reporting, notification, and record-keeping obligations set forth in the Agreement.
Notwithstanding any delegation of sub-distribution rights to Meridian Data Solutions SARL, Meridian shall remain primarily responsible and liable for all acts, omissions, breaches, defaults, and failures to perform of Meridian Data Solutions SARL under the Agreement and this Consent Letter. The appointment of the Sub-Distributor shall in no way diminish, limit, or otherwise affect Meridian's obligations and liabilities under the Agreement.
3.2 Sub-Distribution Agreement
3.2.1 Meridian shall enter into a written sub-distribution agreement with Meridian Data Solutions SARL (the "Sub-Distribution Agreement") that incorporates terms and conditions that are no less restrictive than those set forth in the Agreement. Without limiting the generality of the foregoing, the Sub-Distribution Agreement shall contain provisions addressing, at a minimum, each of the following:
(a) Non-Exclusive Resale Rights. The sub-distribution rights granted to Meridian Data Solutions SARL shall be non-exclusive in nature, consistent with the non-exclusive character of Meridian's rights under the Agreement. The Sub-Distribution Agreement shall expressly state that Lumos retains the right to appoint additional distributors, resellers, or sub-distributors within the Authorized Sub-Territory and to sell directly to end users within such territory.
(b) Brand Guidelines. Meridian Data Solutions SARL shall comply with the Lumos trademark license and brand guidelines set forth in Exhibit D to the Agreement (Trademark License & Brand Guidelines), including all requirements relating to the use of the Lumos name, the Lumos Prism™ mark, associated logos, and marketing collateral. All marketing materials used by Meridian Data Solutions SARL must be submitted to Lumos for prior written approval in accordance with the procedures specified in Exhibit D.
(c) Prohibition on Modification. Meridian Data Solutions SARL shall not modify, alter, adapt, translate, reverse-engineer, decompile, disassemble, or create derivative works of the Lumos Prism™ platform, its software, documentation, algorithms, machine-learning models, or any component thereof, whether in whole or in part. All rights in and to the Platform, including all intellectual property rights therein, are and shall remain the exclusive property of Lumos.
(d) Data Protection Compliance. Meridian Data Solutions SARL shall comply in all respects with the Data Processing Agreement attached as Exhibit C to the Agreement, including without limitation:
(i) compliance with the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR") and, to the extent applicable, the United Kingdom General Data Protection Regulation (the "UK GDPR") and the UK Data Protection Act 2018;
(ii) adherence to the Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914), Module Two (Controller-to-Processor), as incorporated in the Data Processing Agreement;
(iii) data localization requirements, ensuring that all personal data processed in connection with the Platform is stored and processed on EU-based infrastructure, specifically at the designated facility operated by Stratos Cloud Services AG in Frankfurt am Main, Germany, and shall not be transferred to, or accessed from, any location outside the European Economic Area, the United Kingdom, or Switzerland without prior written authorization from Lumos and appropriate legal safeguards; and
(iv) all data breach notification requirements, data subject rights procedures, and data protection impact assessment obligations set forth in the Data Processing Agreement.
(e) Anti-Corruption Compliance. Meridian Data Solutions SARL shall comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act ("FCPA"), the UK Bribery Act 2010, and the French sapin II Law. The Sub-Distribution Agreement shall include representations, warranties, and covenants confirming that neither Meridian Data Solutions SARL nor any of its directors, officers, employees, or agents has made, offered, or promised, or will make, offer, or promise, any payment, gift, or thing of value to any government official, political party, or public international organization for the purpose of obtaining or retaining business or securing an improper advantage.
(f) Export Control and Sanctions Compliance. Meridian Data Solutions SARL shall comply with all applicable export control and economic sanctions laws and regulations, including the U.S. Export Administration Regulations (EAR) (15 C.F.R. Parts 730–774), the EU Dual-Use Regulation (Regulation (EU) 2021/821), and all sanctions programs administered by OFAC and the European Union. Meridian Data Solutions SARL is strictly prohibited from reselling, exporting, re-exporting, or otherwise transferring or making available the Lumos Prism™ platform, or any component thereof, directly or indirectly, to, or for the benefit of, any person, entity, or destination subject to comprehensive OFAC sanctions, including Cuba, Iran, the Democratic People's Republic of Korea (North Korea), Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine.
(g) Resale Pricing. The Sub-Distribution Agreement shall expressly provide that Meridian Data Solutions SARL is free to independently set its own resale prices to end users, and neither Meridian nor Lumos shall engage in any form of resale price maintenance with respect to the Sub-Distributor's pricing decisions. This provision is included to ensure compliance with applicable competition and antitrust laws, including Article 101 of the Treaty on the Functioning of the European Union and the Vertical Block Exemption Regulation (Regulation (EU) 2022/720).
3.2.2 Meridian shall provide Lumos with a fully executed copy of the Sub-Distribution Agreement, together with any annexes, schedules, or exhibits thereto, within fifteen (15) business days following the date of execution of the Sub-Distribution Agreement. Failure to provide such executed copy within the prescribed timeframe shall constitute a material breach of this Consent Letter.
3.2.3 Any material amendment, modification, supplement, or restatement of the Sub-Distribution Agreement shall be subject to the prior written approval of Lumos.
3.3 Insurance Requirements
Meridian Data Solutions SARL must maintain, or be covered under Meridian's existing insurance policies with, insurance coverage meeting the minimum requirements set forth in Section 16 of the Agreement. Specifically, the following minimum levels of coverage shall be maintained in full force and effect at all times during the term of this Consent Letter:
All insurance policies shall be placed with carriers rated no lower than "A-" (Excellent) by A.M. Best Company or an equivalent rating by a recognized rating agency. Meridian shall provide Lumos with certificates of insurance evidencing such coverage upon request and promptly upon any material change in coverage, including cancellation, non-renewal, or reduction in limits.
3.4 Indemnification.  3.4.1 For the avoidance of doubt, and without limiting the generality of Meridian's indemnification obligations under Section 14 of the Agreement, all indemnification obligations of Meridian under the Agreement extend to, and fully encompass, the acts, omissions, breaches, defaults, and failures to perform of Meridian Data Solutions SARL. Meridian shall defend, indemnify, and hold harmless Lumos, its parent, subsidiaries, affiliates, and their respective directors, officers, employees, agents, successors, and assigns (collectively, the "Lumos Indemnified Parties") from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of litigation or arbitration) arising out of or in connection with:
(a) any marketing, promotion, demonstration, or misrepresentation of the Lumos Prism™ platform by Meridian Data Solutions SARL, including any claims by end users or third parties based on statements, representations, or warranties made by the Sub-Distributor that are not authorized by or consistent with the Agreement or Lumos's official product documentation;
(b) any unauthorized modification, alteration, reverse-engineering, or creation of derivative works of the Platform by Meridian Data Solutions SARL;
(c) any breach of applicable law by Meridian Data Solutions SARL, including any violation of data protection, privacy, anti-corruption, competition, or consumer protection laws; and
(d) any failure by Meridian Data Solutions SARL to comply with applicable export control and economic sanctions laws and regulations.
3.4.2 The aggregate indemnification cap of Fifteen Million United States Dollars ($15,000,000) — representing fifty percent (50%) of the Total Contract Value of Thirty Million United States Dollars ($30,000,000) — as set forth in Section 14.5 of the Agreement, shall apply to all indemnification claims arising from the acts and omissions of Meridian and its sub-distributors (including Meridian Data Solutions SARL) on a collective, combined basis. This aggregate cap does not apply to, and the indemnification obligations shall be uncapped with respect to, the following carve-out categories expressly identified in Section 14.6 of the Agreement:
(i) claims arising from willful misconduct or gross negligence;
(ii) claims arising from fraud or fraudulent misrepresentation;
(iii) claims arising from breach of the confidentiality obligations set forth in Section 12 of the Agreement; and
(iv) claims arising from infringement, misappropriation, or violation of Lumos's intellectual property rights.
3.5 Audit and Inspection Rights
3.5.1 Lumos retains the right, directly or through its authorized representatives (including independent auditors and legal counsel), to audit and inspect Meridian Data Solutions SARL's records, books, systems, premises, and operations to verify compliance with the terms and conditions of the Agreement and this Consent Letter. Such audits may include, without limitation, verification of resale volumes, pricing practices, end-user identification, export control and sanctions screening procedures, data protection practices, and anti-corruption compliance programs.
3.5.2 Lumos shall provide Meridian and the Sub-Distributor with no fewer than thirty (30) days' prior written notice of any intended audit, except that no advance notice shall be required where Lumos has a reasonable, good-faith basis to believe that a material breach of the Agreement, this Consent Letter, or applicable law has occurred or is occurring.
3.5.3 Meridian shall cause Meridian Data Solutions SARL to cooperate fully with any such audit and to provide prompt access to all relevant records, personnel, and facilities. The costs of any audit shall be borne by Lumos unless the audit reveals a material non-compliance, in which case the reasonable costs of the audit shall be borne by Meridian.
3.6 Data Protection
3.6.1 Upon execution of this Consent Letter, Meridian Data Solutions SARL shall be added to the list of authorized sub-processors set forth in Annex III of the Data Processing Agreement (Exhibit C to the Agreement). This addition is subject to the thirty (30) day prior written notification requirement for changes to the list of authorized sub-processors, as specified in Section 7.2 of the Data Processing Agreement. Meridian has provided the requisite notification to Lumos, and the thirty-day notification period has been satisfied as of the date hereof.
3.6.2 All personal data processed by Meridian Data Solutions SARL in connection with the sub-distribution activities contemplated by this Consent Letter must be processed in full compliance with the GDPR and, where applicable, the UK GDPR. Without limiting the generality of the foregoing, all such personal data must be stored on EU-based infrastructure, specifically at the designated data center facility operated by Stratos Cloud Services AG, located in Frankfurt am Main, Germany. No personal data shall be transferred to or processed in any jurisdiction outside the European Economic Area, the United Kingdom, or Switzerland without the prior written consent of Lumos and the implementation of appropriate safeguards as required by applicable data protection law.
3.6.3 Meridian Data Solutions SARL shall appoint a data protection officer or designate a qualified individual responsible for data protection compliance, and shall notify Lumos and Meridian of the identity and contact details of such individual within thirty (30) days of the Effective Date.
Section 4: No Modification of Agreement
4.1 This Consent Letter does not constitute, and shall not be construed as, a modification, amendment, supplement, waiver, or novation of any term, condition, provision, or obligation of the Agreement, except as expressly and specifically set forth herein. All terms and conditions of the Agreement shall remain in full force and effect, and the rights and obligations of the parties thereunder shall continue unchanged.
4.2 All capitalized terms used but not separately defined in this Consent Letter shall have the meanings ascribed to such terms in the Agreement.
4.3 For the avoidance of doubt, the financial terms of the Agreement remain in full force and effect, including without limitation:
(a) the Minimum Annual Commitment schedule, as set forth in Exhibit A to the Agreement:
(b) the thirty percent (30%) reseller discount applicable to all resale transactions under the Agreement;
(c) the five percent (5%) escrow holdback to be deposited with Evergreen Trust Company, N.A., in accordance with Section 8.4 of the Agreement, as security for Meridian's performance obligations; and
(d) all other pricing, payment, invoicing, and financial reporting terms as set forth in the Agreement.
Section 5: Revocation
5.1 Lumos reserves the right to revoke this consent, in whole or in part, upon thirty (30) days' prior written notice to Meridian, if any of the following events occur:
(a) Meridian Data Solutions SARL materially breaches any condition set forth in this Consent Letter or any term or condition of the Agreement, and such breach remains uncured at the expiration of the thirty (30) day notice period;
(b) Meridian Data Solutions SARL becomes insolvent, files a voluntary petition in bankruptcy, is the subject of an involuntary petition in bankruptcy that is not dismissed within sixty (60) days, commences proceedings for its winding-up or dissolution, makes an assignment for the benefit of creditors, or is subject to the appointment of a receiver, administrator, mandataire judiciaire, or similar insolvency officer over all or any material portion of its assets; or
(c) Meridian Data Solutions SARL violates any applicable export control law or regulation, economic sanctions law, program, or regulation, or anti-corruption or anti-bribery law, whether or not such violation constitutes a criminal offense.
5.2 Upon revocation of this consent, Meridian shall immediately cause Meridian Data Solutions SARL to cease all resale, marketing, distribution, promotion, demonstration, and other activities with respect to the Lumos Prism™ platform, including the solicitation of new end-user customers and the execution of new subscription agreements. Notwithstanding the foregoing, and subject to the post-termination wind-down provisions set forth in Section 19.4 of the Agreement, Meridian Data Solutions SARL may continue to fulfill existing end-user subscriptions that are in effect as of the date of revocation for a period not to exceed twelve (12) months following the effective date of revocation, provided that Meridian Data Solutions SARL remains in compliance with all other terms and conditions of the Agreement and this Consent Letter during such wind-down period.
5.3 Revocation of this consent shall not relieve Meridian of any indemnification or other obligations that have accrued prior to the effective date of revocation, and all provisions of this Consent Letter and the Agreement that by their nature are intended to survive termination or expiration shall continue in full force and effect following revocation.
Section 6: Governing Law and Dispute Resolution
6.1 This Consent Letter, and all matters arising out of or relating to this Consent Letter, including without limitation its interpretation, validity, performance, breach, and enforcement, shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice-of-law or conflict-of-law principles that would require the application of the laws of any other jurisdiction.
6.2 Any dispute, controversy, or claim arising out of, relating to, or in connection with this Consent Letter, including any dispute as to its existence, validity, interpretation, performance, breach, or termination, shall be resolved in accordance with the dispute resolution provisions set forth in Section 20 of the Agreement, which provide for binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) in Los Angeles, California, in accordance with the JAMS International Arbitration Rules then in effect, before a panel of three (3) arbitrators.
6.3 Notwithstanding the foregoing, Section 20.5 of the Agreement provides that either party may seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies in the state or federal courts located in Santa Clara County, California, without the necessity of posting a bond or proving actual damages, where such relief is necessary to prevent irreparable harm, including without limitation harm arising from unauthorized disclosure of Confidential Information, infringement or misappropriation of intellectual property rights, or violation of export control or sanctions laws.
Section 7: Effective Date
This Consent Letter is effective as of March 22, 2024 (the "Effective Date"), which corresponds to the signing and closing date of the Agreement, and shall remain in full force and effect for the duration of the Agreement, including the initial term commencing on April 1, 2024 and expiring on March 31, 2029, and any renewal or extension periods, unless this consent is earlier revoked in accordance with Section 5 above.
This Consent Letter may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed signature page by electronic mail in portable document format (.pdf) or by other electronic means shall be effective as delivery of a manually executed counterpart.
Please arrange for the authorized representatives of Meridian Data Solutions GmbH and Meridian Data Solutions SARL to execute the acknowledgment blocks below and return a fully executed copy of this Consent Letter to the undersigned at their earliest convenience.
We remain available to discuss any questions regarding the terms of this Consent Letter at your convenience.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Leila Nazari Partner Direct: (213) 555-8437
Email: lnazari@calderwoodharkness.com
On behalf of Lumos Analytics Inc.
Consent and Authorization — Lumos Analytics Inc.
The undersigned, being the duly authorized representative of Lumos Analytics Inc., hereby confirms the consent set forth in this Consent Letter and authorizes the appointment of Meridian Data Solutions SARL as a sub-distributor under the Agreement, subject to the terms and conditions set forth herein.
LUMOS ANALYTICS INC.
By: ________
Name: Priya Raghavan
Title: Chief Executive Officer
Date: March 22, 2024
Address:
4700 Sandhill Road, Suite 300 Palo Alto, California 94304 United States
Acknowledgment — Meridian Data Solutions GmbH
The undersigned, being the duly authorized representative of Meridian Data Solutions GmbH, hereby acknowledges receipt of this Consent Letter, agrees to the terms and conditions set forth herein, and confirms that Meridian Data Solutions GmbH shall ensure that Meridian Data Solutions SARL complies with all obligations set forth in this Consent Letter and the Agreement.
ACKNOWLEDGED AND AGREED:
MERIDIAN DATA SOLUTIONS GmbH
By: ________
Name: Florian Eckstein
Title: Geschäftsführer (Managing Director)
Date: March 22, 2024
Address:
Leopoldstraße 78 80802 München Germany
Acknowledgment — Meridian Data Solutions SARL
The undersigned, being the duly authorized representative of Meridian Data Solutions SARL, hereby acknowledges receipt of this Consent Letter, agrees to be bound by all terms, conditions, restrictions, and obligations set forth herein and in the Agreement (as applicable to the Sub-Distributor), and confirms that Meridian Data Solutions SARL shall at all times comply with the conditions of this consent.
ACKNOWLEDGED AND AGREED:
MERIDIAN DATA SOLUTIONS SARL
By: ________
Name: Jean-Philippe Moreau
Title: Gérant
Date: March 22, 2024
Address:
27 Rue de la Boétie 75008 Paris France
Enclosure:
•  Copy of the executed Channel Reseller Program Agreement dated March 22, 2024, between Lumos Analytics Inc. and Meridian Data Solutions GmbH (with all exhibits, schedules, and annexes)
cc (via email and overnight courier):
Daniel Ostroff, Vice President, Legal & Compliance, Lumos Analytics Inc.
Tomoko Ishikawa, Senior Vice President, Global Partnerships, Lumos Analytics Inc.
Dr. Stefan Kessler, Kessler Hartmann Rechtsanwälte PartG mbB
Howard Bellamy, Calderwood & Harkness LLP
Leila Nazari, Calderwood & Harkness LLP
CONFIDENTIAL — This document and its contents are confidential and are subject to the attorney-client privilege and/or work product doctrine. Any unauthorized review, use, disclosure, distribution, or copying of this document is strictly prohibited.
Field | Detail
Full Legal Name | Meridian Data Solutions SARL
Entity Type | Société à responsabilité limitée (SARL), organized and registered under the laws of the Republic of France
Registered Office | 27 Rue de la Boétie, 75008 Paris, France
SIREN Number | 912 483 057
Gérant (Managing Director) | Jean-Philippe Moreau
Relationship to Meridian | Wholly owned subsidiary of Meridian Data Solutions GmbH
Type of Coverage | Minimum Limit (Per Occurrence)
Commercial General Liability | €5,000,000
Professional Indemnity (Errors & Omissions) | €10,000,000
Cyber Liability | €5,000,000
Contract Year | Period | Minimum Annual Commitment
Year 1 | April 1, 2024 – March 31, 2025 | $4,500,000
Year 2 | April 1, 2025 – March 31, 2026 | $5,400,000
Year 3 | April 1, 2026 – March 31, 2027 | $6,300,000
Year 4 | April 1, 2027 – March 31, 2028 | $6,900,000
Year 5 | April 1, 2028 – March 31, 2029 | $6,900,000
Total Contract Value | $30,000,000

CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

LUMOS ANALYTICS INC.

ACKNOWLEDGED AND AGREED:

ACKNOWLEDGED AND AGREED:

MERIDIAN DATA SOLUTIONS SARL

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