1008-00010 · Lumos Analytics Inc · Transaction Documents

sub-distributor-consent-meridian-uk.docx DOCUMENT Funds

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP 801 South Figueroa Street, Suite 4200 Los Angeles, CA 90017 Telephone: (213) 555-9400 Facsimile: (213) 555-9401 www.calderwoodharkness.com

Matter No.: 1008-00010

March 22, 2024

Meridian Data Solutions GmbH

Attn: Florian Eckstein, Geschäftsführer

Leopoldstraße 78 80802 München Germany

With a copy to:

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

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

Re: Consent to Appointment of Sub-Distributor — Meridian Data Solutions UK Ltd pursuant to the Channel Reseller Program Agreement dated March 22, 2024 (the "Reseller Agreement") between Lumos Analytics Inc. ("Lumos" or "Licensor") and Meridian Data Solutions GmbH ("Meridian" or "Reseller")

Dear Herr Eckstein:

This consent letter (this "Consent Letter") is delivered on behalf of our client, Lumos Analytics Inc., a Delaware C-Corporation with its principal place of business and headquarters located at 4700 Sandhill Road, Suite 300, Palo Alto, California 94304 ("Lumos" or "Licensor"), and is addressed to Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung duly organized and existing under the laws of the Federal Republic of Germany, registered with the Amtsgericht München under HRB 274581, with its registered headquarters at Leopoldstraße 78, 80802 München, Germany ("Meridian" or "Reseller").

BACKGROUND AND RECITALS

A. Reference is made to the Channel Reseller Program Agreement (the "Reseller Agreement"), executed on March 22, 2024, with an effective date of April 1, 2024, between Lumos and Meridian, pursuant to which Lumos appointed Meridian as a non-exclusive authorized reseller of Lumos Prism™ SaaS subscriptions within the territory designated in such agreement.

B. Reference is further made to Exhibit B to the Reseller Agreement (the "EMEA Territory & Sub-Distributor Authorization"), which defines the "EMEA Territory" as all countries within Europe (including, for the avoidance of doubt, the United Kingdom), the Middle East, and Africa, and which sets forth the framework and conditions under which Meridian may appoint sub-distributors for designated sub-territories within the EMEA Territory.

C. Section 7.2(a) of the Reseller Agreement provides that Meridian may appoint sub-distributors to assist in the resale and distribution of Lumos Prism™ SaaS subscriptions within the EMEA Territory only with the prior written consent of Lumos, such consent not to be unreasonably withheld, conditioned, or delayed, and subject to compliance with the conditions set forth in the Reseller Agreement and Exhibit B thereto.

D. By letter dated February 15, 2024, and supplemental submissions dated March 4, 2024, and March 12, 2024, Meridian formally requested Lumos's prior written consent to appoint Meridian Data Solutions UK Ltd, a private limited company incorporated in England and Wales, as an authorized sub-distributor for the resale of Lumos Prism™ SaaS subscriptions within the United Kingdom and Ireland (the "UK & Ireland Sub-Territory").

E. Exhibit B to the Reseller Agreement contemplates the pre-approval of certain affiliated sub-distributors, and Lumos has reviewed the corporate structure, financial standing, insurance coverage, compliance posture, and operational capabilities of Meridian Data Solutions UK Ltd, and has determined, subject to the conditions set forth herein, that the appointment of Meridian Data Solutions UK Ltd as a sub-distributor for the UK & Ireland Sub-Territory is consistent with the requirements and objectives of the Reseller Agreement.

F. Accordingly, Lumos hereby delivers this Consent Letter to memorialize the terms and conditions upon which its consent to the appointment of Meridian Data Solutions UK Ltd as a sub-distributor is granted.

SECTION 1: GRANT OF CONSENT

1.1 Lumos Analytics Inc. hereby grants its prior written consent, pursuant to Section 7.2(a) of the Reseller Agreement and the applicable provisions of Exhibit B thereto, for Meridian Data Solutions GmbH to appoint Meridian Data Solutions UK Ltd as an authorized sub-distributor for the resale of Lumos Prism™ SaaS subscriptions, subject to the terms, conditions, limitations, and obligations set forth in this Consent Letter and the Reseller Agreement.

1.2 The sub-distributor to which this consent relates is identified as follows:

Full Legal Name: Meridian Data Solutions UK Ltd

Entity Type: Private limited company, incorporated in England and Wales under the Companies Act 2006

Companies House Registration Number: 12847391

Registered Office Address: 14 Fenchurch Place, London EC3M 5AJ, United Kingdom

Director: Katarina Voss (who also serves as Chief Commercial Officer of Meridian Data Solutions GmbH)

1.3 This consent is personal to Meridian Data Solutions UK Ltd as identified above and may not be transferred, assigned, or otherwise extended to any other entity without the separate prior written consent of Lumos. Any change in the control, ownership, or corporate structure of Meridian Data Solutions UK Ltd that results in a person or entity other than Meridian Data Solutions GmbH (or its current shareholders) acquiring, directly or indirectly, a majority of the voting securities or equity interests in Meridian Data Solutions UK Ltd shall constitute a material event requiring prompt written notice to Lumos and, at Lumos's sole discretion, may constitute grounds for revocation of this consent in accordance with Section 6 below.

SECTION 2: AUTHORIZED SUB-TERRITORY

2.1 The sub-distribution rights granted to Meridian Data Solutions UK Ltd pursuant to this Consent Letter shall be limited exclusively to the United Kingdom of Great Britain and Northern Ireland and the Republic of Ireland (collectively, the "UK & Ireland Sub-Territory"). For the avoidance of doubt, the UK & Ireland Sub-Territory includes England, Wales, Scotland, Northern Ireland, the Republic of Ireland, and the British Crown Dependencies of Jersey, Guernsey, and the Isle of Man, but does not include any British Overseas Territories.

2.2 Meridian Data Solutions UK Ltd shall not resell, distribute, market, promote, demonstrate, or otherwise make available Lumos Prism™ SaaS subscriptions or any related products or services outside of the UK & Ireland Sub-Territory without obtaining separate prior written consent from Lumos. Any such unauthorized activity outside the UK & Ireland Sub-Territory shall constitute a material breach of this Consent Letter and of the Reseller Agreement.

2.3 The appointment of Meridian Data Solutions UK Ltd as a sub-distributor for the UK & Ireland Sub-Territory is made on a non-exclusive basis. Lumos expressly retains the unrestricted right to (a) appoint additional resellers, distributors, or sub-distributors for the UK & Ireland Sub-Territory, (b) sell, market, and distribute Lumos Prism™ SaaS subscriptions directly to end users within the UK & Ireland Sub-Territory through its own sales organization or through any other channel, and (c) modify or restructure its channel program with respect to the UK & Ireland Sub-Territory at any time, in each case without notice to or consent from Meridian or Meridian Data Solutions UK Ltd, provided that such actions do not breach the express terms of the Reseller Agreement.

SECTION 3: SCOPE OF AUTHORIZED ACTIVITIES

3.1 Authorized Resale. Meridian Data Solutions UK Ltd is authorized to resell Lumos Prism™ SaaS subscriptions to end users located within the UK & Ireland Sub-Territory, in accordance with the terms and conditions of the Reseller Agreement, including without limitation the pricing schedules, discount structures, end-user licensing terms, and order processing procedures set forth therein and in the applicable exhibits. All end-user subscriptions resold by Meridian Data Solutions UK Ltd shall be governed by the Lumos End User Subscription Agreement, as designated by Lumos from time to time.

3.2 Trademark License. Subject to the provisions of this Section 3.2, Meridian Data Solutions UK Ltd shall have the benefit of the limited, non-exclusive, non-transferable, non-sublicensable trademark license granted under the Reseller Agreement to use the Lumos Prism™ name, logo, trade dress, and marketing materials solely in connection with the authorized resale activities described in this Consent Letter and solely within the UK & Ireland Sub-Territory. All use of Lumos trademarks and marketing materials by Meridian Data Solutions UK Ltd shall be subject to and in strict compliance with the brand guidelines, quality standards, and approval procedures set forth in Exhibit D to the Reseller Agreement (the "Brand Guidelines"). Meridian Data Solutions UK Ltd shall submit all proposed marketing materials, press releases, and public-facing collateral referencing Lumos, Lumos Prism™, or any Lumos trademark to Lumos for prior written approval, which approval shall not be unreasonably withheld and shall be provided or denied within ten (10) business days of submission.

3.3 Restrictions on Use. Meridian Data Solutions UK Ltd shall not modify, alter, reverse-engineer, decompile, disassemble, or create derivative works of the Lumos Prism™ platform, software, documentation, or any component thereof. Meridian Data Solutions UK Ltd shall not grant any end user or third party the right to perform any of the foregoing activities. Meridian Data Solutions UK Ltd shall not use the Lumos Prism™ platform for any purpose other than demonstration, evaluation, and support activities directly related to authorized resale, and shall not use the platform for its own internal business operations except as expressly authorized under a separate end-user subscription.

3.4 Feedback and intellectual Property. Any feedback, suggestions, enhancement requests, ideas, or other communications relating to the Lumos Prism™ platform that are provided by Meridian Data Solutions UK Ltd or its end users, whether solicited or unsolicited, shall become the sole and exclusive property of Lumos, free of any obligation of compensation or attribution, in accordance with the feedback license provisions set forth in Section 12.4 of the Reseller Agreement. Meridian Data Solutions UK Ltd hereby irrevocably assigns, and Meridian shall ensure that Meridian Data Solutions UK Ltd irrevocably assigns, all right, title, and interest in and to any such feedback to Lumos.

SECTION 4: CONDITIONS AND OBLIGATIONS OF MERIDIAN

4.1 Primary Liability. Meridian Data Solutions GmbH remains primarily responsible and liable to Lumos for all acts, omissions, errors, representations, warranties, marketing activities, and conduct of Meridian Data Solutions UK Ltd in connection with the sub-distribution arrangement authorized hereby, as if such acts, omissions, errors, representations, warranties, marketing activities, and conduct were those of Meridian itself. The appointment of Meridian Data Solutions UK Ltd as a sub-distributor shall not diminish, limit, or otherwise affect Meridian's obligations, representations, warranties, or liabilities under the Reseller Agreement in any respect.

4.2 Sub-Distribution Agreement. Meridian shall ensure that, prior to Meridian Data Solutions UK Ltd commencing any resale or distribution activities, Meridian Data Solutions UK Ltd enters into a written sub-distribution agreement with Meridian (the "Sub-Distribution Agreement") that satisfies each of the following requirements:

(a) Protective Terms. The Sub-Distribution Agreement shall incorporate terms and conditions no less protective of Lumos's rights, interests, and intellectual property than those set forth in the Reseller Agreement, including without limitation the provisions relating to intellectual property ownership, confidentiality, data protection, compliance with law, indemnification, limitation of liability, and termination.

(b) Data Protection Compliance. The Sub-Distribution Agreement shall include provisions requiring Meridian Data Solutions UK Ltd to comply with all applicable data protection laws and regulations, including without limitation the United Kingdom General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, the EU General Data Protection Regulation (Regulation (EU) 2016/679), and the Irish Data Protection Act 2018. The Sub-Distribution Agreement shall bind Meridian Data Solutions UK Ltd to obligations consistent with and no less restrictive than those set forth in the Data Processing Agreement attached as Exhibit C to the Reseller Agreement, including the Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914, Module Two — Controller-to-Processor) for cross-border data transfers from the European Economic Area and the United Kingdom to the United States, as supplemented by the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner's Office under Section 119A of the Data Protection Act 2018, as applicable. Meridian shall ensure that Meridian Data Solutions UK Ltd maintains a record of processing activities and cooperates with data protection impact assessments as reasonably requested by Lumos.

(c) Export Control and Sanctions Compliance. The Sub-Distribution Agreement shall require Meridian Data Solutions UK Ltd to comply with all applicable export control laws, trade sanctions, and embargo regulations, including without limitation the United States Export Administration Regulations (EAR, 15 C.F.R. Parts 730–774), the International Traffic in Arms Regulations (ITAR, 22 C.F.R. Parts 120–130), the EU Dual-Use Regulation (Regulation (EU) 2021/821), and the United Kingdom Export Control Act 2002 and related orders. The Sub-Distribution Agreement shall further require compliance with all applicable economic sanctions programs, including those administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), the European Union, and the UK Office of Financial Sanctions Implementation (OFSI). The Sub-Distribution Agreement shall expressly prohibit the resale, export, re-export, or transfer of Lumos Prism™ SaaS subscriptions or any related technology, software, or services to, or for the benefit of, any person, entity, or destination that is the target of comprehensive sanctions, including without limitation Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine.

(d) Anti-Corruption Compliance. The Sub-Distribution Agreement shall require Meridian Data Solutions UK Ltd to comply with the United States Foreign Corrupt Practices Act of 1977, as amended (FCPA, 15 U.S.C. §§ 78dd-1 et seq.), the United Kingdom Bribery Act 2010, and all applicable local anti-corruption and anti-bribery laws and regulations. Meridian Data Solutions UK Ltd shall be required to maintain adequate procedures, as contemplated by Section 7 of the UK Bribery Act 2010, to prevent bribery by persons associated with it.

(e) Confidentiality. The Sub-Distribution Agreement shall impose confidentiality obligations on Meridian Data Solutions UK Ltd that are at least as restrictive as those set forth in Section 11 of the Reseller Agreement, including without limitation the obligation to protect Lumos's Confidential Information using at least the same degree of care that Meridian Data Solutions UK Ltd uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. The confidentiality obligations shall survive termination or expiration of the Sub-Distribution Agreement for a period of not less than five (5) years, or, with respect to trade secrets, for so long as such information remains a trade secret under applicable law.

(f) Insurance. The Sub-Distribution Agreement shall require Meridian Data Solutions UK Ltd to obtain and maintain throughout the term of the Sub-Distribution Agreement, at its own cost and expense, insurance coverage meeting or exceeding the following minimum requirements, each on terms reasonably acceptable to Lumos:

(i) Commercial general liability insurance with a limit of not less than €5,000,000 (five million euros) per occurrence and €10,000,000 (ten million euros) in the aggregate;

(ii) Professional indemnity (errors and omissions) insurance with a limit of not less than €10,000,000 (ten million euros) per occurrence and in the aggregate;

(iii) Cyber liability insurance, including coverage for data breaches, network security failures, privacy liability, and regulatory proceedings, with a limit of not less than €5,000,000 (five million euros) per occurrence and in the aggregate.

Meridian Data Solutions UK Ltd shall name Lumos Analytics Inc. as an additional insured on the commercial general liability and cyber liability policies and shall provide Lumos with certificates of insurance evidencing the required coverage upon request.

4.3 Delivery of Executed Sub-Distribution Agreement. Meridian shall provide Lumos with a fully executed copy of the Sub-Distribution Agreement with Meridian Data Solutions UK Ltd within thirty (30) calendar days of the date of this Consent Letter. Failure to deliver the fully executed Sub-Distribution Agreement within such thirty (30) day period shall, at Lumos's sole option, render this consent void and of no further force or effect, unless Lumos grants a written extension of such deadline.

4.4 Ongoing Reporting. Meridian shall ensure that Lumos receives quarterly reports on the resale activities of Meridian Data Solutions UK Ltd within the UK & Ireland Sub-Territory, including the number of new end-user subscriptions, renewal rates, total revenue, and any material compliance issues, in accordance with the reporting obligations set forth in Section 8.3 of the Reseller Agreement.

SECTION 5: INDEMNIFICATION

5.1 Extension of Indemnification Obligations. Meridian's indemnification obligations under Section 14 of the Reseller Agreement shall extend to and cover all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of investigation) arising out of or in connection with the acts, omissions, marketing, promotion, resale activities, representations, warranties, or misrepresentations of Meridian Data Solutions UK Ltd, including without limitation claims by end users, regulatory authorities, or third parties in the UK & Ireland Sub-Territory.

5.2 Indemnification Cap. The aggregate indemnification cap of fifteen million United States dollars ($15,000,000), which represents 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 Reseller Agreement, shall apply to Meridian's aggregate liability under the Reseller Agreement and this Consent Letter, including without limitation all claims arising from the activities of Meridian Data Solutions UK Ltd in the UK & Ireland Sub-Territory. For the avoidance of doubt, the indemnification cap is an aggregate cap across all claims and all territories and is not increased or duplicated by reason of the appointment of Meridian Data Solutions UK Ltd as a sub-distributor. Notwithstanding the foregoing, the carve-outs set forth in Section 14.6 of the Reseller Agreement shall apply without modification, and accordingly, liability for (a) willful misconduct, (b) fraud or intentional misrepresentation, (c) breaches of the confidentiality obligations set forth in Section 11 of the Reseller Agreement, and (d) infringement or misappropriation of intellectual property rights, shall remain uncapped.

5.3 Escrow Holdback. The five percent (5%) escrow holdback mechanism established with Evergreen Trust Company, N.A. pursuant to Section 9.7 of the Reseller Agreement shall apply without modification to the payment flows attributable to UK & Ireland Sub-Territory sales made by or through Meridian Data Solutions UK Ltd. Meridian acknowledges and agrees that the escrow holdback applicable to payments flowing through the UK & Ireland Sub-Territory shall be calculated on the same basis, at the same rate, and subject to the same release conditions as set forth in the Reseller Agreement and the Escrow Agreement dated as of the effective date of the Reseller Agreement among Lumos, Meridian, and Evergreen Trust Company, N.A.

SECTION 6: LUMOS'S RIGHT TO REVOKE CONSENT

6.1 Lumos reserves the right to revoke this consent, in whole or in part, upon written notice to Meridian, in the event that any of the following circumstances occurs:

(a) Meridian Data Solutions UK Ltd materially breaches any term or condition of the Sub-Distribution Agreement that would, if committed by Meridian under the Reseller Agreement, constitute a material breach of the Reseller Agreement, and such breach is not cured within the applicable cure period set forth in the Reseller Agreement (or, if no cure period is specified, within thirty (30) calendar days after written notice thereof);

(b) Meridian Data Solutions UK Ltd fails to comply with applicable law, regulation, or governmental order, including without limitation any failure to comply with data protection laws (including UK GDPR), export control laws, trade sanctions, anti-corruption laws, or consumer protection laws applicable to the resale of software-as-a-service products in the UK & Ireland Sub-Territory;

(c) Meridian Data Solutions UK Ltd becomes insolvent, ceases to carry on business, enters into administration, is placed into receivership, files or has filed against it a petition in bankruptcy or any analogous insolvency proceeding under the laws of England and Wales, Ireland, or any other jurisdiction, makes a general assignment for the benefit of creditors, or is otherwise unable to pay its debts as they fall due;

(d) The Reseller Agreement is terminated for any reason, whether by expiration, mutual agreement, or termination for cause or convenience in accordance with the terms thereof; or

(e) A change in the control, ownership, or management of Meridian Data Solutions UK Ltd occurs without the prior written consent of Lumos, as contemplated by Section 1.3 of this Consent Letter.

6.2 Upon revocation of this consent, Meridian shall promptly cause Meridian Data Solutions UK Ltd to cease all resale, distribution, marketing, and promotional activities in connection with Lumos Prism™ SaaS subscriptions, subject to the post-termination wind-down provisions set forth in Section 16.4 of the Reseller Agreement. In accordance with such provisions, Meridian Data Solutions UK Ltd shall be permitted a wind-down period of up to twelve (12) months from the effective date of revocation in order to fulfill existing end-user subscriptions that were entered into prior to the effective date of revocation, provided that (i) no new end-user subscriptions may be entered into during the wind-down period, (ii) Meridian Data Solutions UK Ltd continues to comply with all applicable obligations during the wind-down period, and (iii) Meridian continues to satisfy all payment, reporting, and indemnification obligations during and after the wind-down period.

6.3 The revocation of this consent shall not release Meridian or Meridian Data Solutions UK Ltd from any obligation or liability accrued prior to the effective date of revocation, including without limitation any indemnification obligation, payment obligation, confidentiality obligation, or obligation arising under applicable data protection laws.

SECTION 7: NO FURTHER SUB-DISTRIBUTION

7.1 This Consent Letter authorizes the appointment of Meridian Data Solutions UK Ltd as a sub-distributor of Meridian Data Solutions GmbH only. This consent does not authorize, and shall not be construed as authorizing, Meridian Data Solutions UK Ltd to further appoint any sub-sub-distributors, sub-agents, resellers, sales representatives, or other intermediaries to resell, distribute, or market Lumos Prism™ SaaS subscriptions, in whole or in part, without the separate prior written consent of Lumos. Any such appointment made without the prior written consent of Lumos shall be void and shall constitute a material breach of this Consent Letter and the Reseller Agreement.

SECTION 8: GOVERNING LAW AND DISPUTE RESOLUTION

8.1 Governing Law. This Consent Letter shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of laws principles, consistent with the governing law provision set forth in Section 18.1 of the Reseller Agreement.

8.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or in connection with this Consent Letter, or the breach, termination, or invalidity thereof, shall be resolved in accordance with the dispute resolution provisions set forth in Section 18.2 of the Reseller Agreement, which provide for final and binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) in Los Angeles, California, before a single arbitrator selected in accordance with the JAMS Comprehensive Arbitration Rules and Procedures, with the arbitration to be conducted in the English language. Notwithstanding the foregoing, either party shall have the right to seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies in any state or federal court of competent jurisdiction located in Santa Clara County, California, without the requirement of posting a bond or other security, and without the necessity of proving actual damages, for any actual or threatened breach of the confidentiality, intellectual property, or data protection provisions of the Reseller Agreement or this Consent Letter.

SECTION 9: MISCELLANEOUS PROVISIONS

9.1 Integration with Reseller Agreement. This Consent Letter is supplemental to and forms an integral part of the Reseller Agreement and Exhibit B thereto. In the event of any conflict or inconsistency between the terms of this Consent Letter and the terms of the Reseller Agreement, the terms of the Reseller Agreement shall control, except to the extent that this Consent Letter expressly modifies or supplements the Reseller Agreement with respect to the specific matters addressed herein.

9.2 Defined Terms. Capitalized terms used but not separately defined in this Consent Letter shall have the meanings ascribed to them in the Reseller Agreement.

9.3 Counterparts. This Consent Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Counterparts may be delivered by facsimile, electronic mail in portable document format (.pdf), or any other electronic means intended to preserve the original graphic and pictorial appearance of a document, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.

9.4 Effective Date. This Consent Letter shall be effective as of the date first written above, March 22, 2024.

9.5 Entire Understanding. This Consent Letter, together with the Reseller Agreement and the exhibits thereto, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, representations, and agreements, whether written or oral, relating to the appointment of Meridian Data Solutions UK Ltd as a sub-distributor.

9.6 Amendments. No amendment, modification, or waiver of any provision of this Consent Letter shall be effective unless in writing and signed by authorized representatives of both Lumos and Meridian.

9.7 Notices. All notices, requests, consents, and other communications required or permitted under this Consent Letter shall be delivered in accordance with the notice provisions set forth in Section 18.5 of the Reseller Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned have executed this Consent Letter as of the date first written above.

LUMOS ANALYTICS INC.

By: ________

Name: Priya Raghavan

Title: Chief Executive Officer

Date: March 22, 2024

Address: 4700 Sandhill Road, Suite 300

Palo Alto, CA 94304

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

DISTRIBUTION LIST

Copies of this Consent Letter have been delivered to the following persons:

Lumos Analytics Inc.

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

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

• Henrik Dalmqvist, Vice President, EMEA Sales, Lumos Analytics Inc., 4700 Sandhill Road, Suite 300, Palo Alto, CA 94304

Meridian Data Solutions GmbH

• Katarina Voss, Chief Commercial Officer, Meridian Data Solutions GmbH / Director, Meridian Data Solutions UK Ltd, Leopoldstraße 78, 80802 München, Germany

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

External Counsel

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

• Howard Bellamy, Calderwood & Harkness LLP, 801 South Figueroa Street, Suite 4200, Los Angeles, CA 90017

• Leila Nazari, Calderwood & Harkness LLP, 801 South Figueroa Street, Suite 4200, Los Angeles, CA 90017

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP 801 South Figueroa Street, Suite 4200 Los Angeles, CA 90017 Telephone: (213) 555-9400 Facsimile: (213) 555-9401 www.calderwoodharkness.com
Matter No.: 1008-00010
March 22, 2024
Meridian Data Solutions GmbH
Attn: Florian Eckstein, Geschäftsführer
Leopoldstraße 78 80802 München Germany
With a copy to:
Dr. Anneliese Brandt General Counsel Meridian Data Solutions GmbH Leopoldstraße 78 80802 München, Germany
Dr. Stefan Kessler Kessler Hartmann Rechtsanwälte PartG mbB Maximilianstraße 35 80539 München, Germany
Re: Consent to Appointment of Sub-Distributor — Meridian Data Solutions UK Ltd pursuant to the Channel Reseller Program Agreement dated March 22, 2024 (the "Reseller Agreement") between Lumos Analytics Inc. ("Lumos" or "Licensor") and Meridian Data Solutions GmbH ("Meridian" or "Reseller")
Dear Herr Eckstein:
This consent letter (this "Consent Letter") is delivered on behalf of our client, Lumos Analytics Inc., a Delaware C-Corporation with its principal place of business and headquarters located at 4700 Sandhill Road, Suite 300, Palo Alto, California 94304 ("Lumos" or "Licensor"), and is addressed to Meridian Data Solutions GmbH, a Gesellschaft mit beschränkter Haftung duly organized and existing under the laws of the Federal Republic of Germany, registered with the Amtsgericht München under HRB 274581, with its registered headquarters at Leopoldstraße 78, 80802 München, Germany ("Meridian" or "Reseller").
BACKGROUND AND RECITALS
A. Reference is made to the Channel Reseller Program Agreement (the "Reseller Agreement"), executed on March 22, 2024, with an effective date of April 1, 2024, between Lumos and Meridian, pursuant to which Lumos appointed Meridian as a non-exclusive authorized reseller of Lumos Prism™ SaaS subscriptions within the territory designated in such agreement.
B. Reference is further made to Exhibit B to the Reseller Agreement (the "EMEA Territory & Sub-Distributor Authorization"), which defines the "EMEA Territory" as all countries within Europe (including, for the avoidance of doubt, the United Kingdom), the Middle East, and Africa, and which sets forth the framework and conditions under which Meridian may appoint sub-distributors for designated sub-territories within the EMEA Territory.
C. Section 7.2(a) of the Reseller Agreement provides that Meridian may appoint sub-distributors to assist in the resale and distribution of Lumos Prism™ SaaS subscriptions within the EMEA Territory only with the prior written consent of Lumos, such consent not to be unreasonably withheld, conditioned, or delayed, and subject to compliance with the conditions set forth in the Reseller Agreement and Exhibit B thereto.
D. By letter dated February 15, 2024, and supplemental submissions dated March 4, 2024, and March 12, 2024, Meridian formally requested Lumos's prior written consent to appoint Meridian Data Solutions UK Ltd, a private limited company incorporated in England and Wales, as an authorized sub-distributor for the resale of Lumos Prism™ SaaS subscriptions within the United Kingdom and Ireland (the "UK & Ireland Sub-Territory").
E. Exhibit B to the Reseller Agreement contemplates the pre-approval of certain affiliated sub-distributors, and Lumos has reviewed the corporate structure, financial standing, insurance coverage, compliance posture, and operational capabilities of Meridian Data Solutions UK Ltd, and has determined, subject to the conditions set forth herein, that the appointment of Meridian Data Solutions UK Ltd as a sub-distributor for the UK & Ireland Sub-Territory is consistent with the requirements and objectives of the Reseller Agreement.
F. Accordingly, Lumos hereby delivers this Consent Letter to memorialize the terms and conditions upon which its consent to the appointment of Meridian Data Solutions UK Ltd as a sub-distributor is granted.
SECTION 1: GRANT OF CONSENT
1.1 Lumos Analytics Inc. hereby grants its prior written consent, pursuant to Section 7.2(a) of the Reseller Agreement and the applicable provisions of Exhibit B thereto, for Meridian Data Solutions GmbH to appoint Meridian Data Solutions UK Ltd as an authorized sub-distributor for the resale of Lumos Prism™ SaaS subscriptions, subject to the terms, conditions, limitations, and obligations set forth in this Consent Letter and the Reseller Agreement.
1.2 The sub-distributor to which this consent relates is identified as follows:
Full Legal Name: Meridian Data Solutions UK Ltd
Entity Type: Private limited company, incorporated in England and Wales under the Companies Act 2006
Companies House Registration Number: 12847391
Registered Office Address: 14 Fenchurch Place, London EC3M 5AJ, United Kingdom
Director: Katarina Voss (who also serves as Chief Commercial Officer of Meridian Data Solutions GmbH)
1.3 This consent is personal to Meridian Data Solutions UK Ltd as identified above and may not be transferred, assigned, or otherwise extended to any other entity without the separate prior written consent of Lumos. Any change in the control, ownership, or corporate structure of Meridian Data Solutions UK Ltd that results in a person or entity other than Meridian Data Solutions GmbH (or its current shareholders) acquiring, directly or indirectly, a majority of the voting securities or equity interests in Meridian Data Solutions UK Ltd shall constitute a material event requiring prompt written notice to Lumos and, at Lumos's sole discretion, may constitute grounds for revocation of this consent in accordance with Section 6 below.
SECTION 2: AUTHORIZED SUB-TERRITORY
2.1 The sub-distribution rights granted to Meridian Data Solutions UK Ltd pursuant to this Consent Letter shall be limited exclusively to the United Kingdom of Great Britain and Northern Ireland and the Republic of Ireland (collectively, the "UK & Ireland Sub-Territory"). For the avoidance of doubt, the UK & Ireland Sub-Territory includes England, Wales, Scotland, Northern Ireland, the Republic of Ireland, and the British Crown Dependencies of Jersey, Guernsey, and the Isle of Man, but does not include any British Overseas Territories.
2.2 Meridian Data Solutions UK Ltd shall not resell, distribute, market, promote, demonstrate, or otherwise make available Lumos Prism™ SaaS subscriptions or any related products or services outside of the UK & Ireland Sub-Territory without obtaining separate prior written consent from Lumos. Any such unauthorized activity outside the UK & Ireland Sub-Territory shall constitute a material breach of this Consent Letter and of the Reseller Agreement.
2.3 The appointment of Meridian Data Solutions UK Ltd as a sub-distributor for the UK & Ireland Sub-Territory is made on a non-exclusive basis. Lumos expressly retains the unrestricted right to (a) appoint additional resellers, distributors, or sub-distributors for the UK & Ireland Sub-Territory, (b) sell, market, and distribute Lumos Prism™ SaaS subscriptions directly to end users within the UK & Ireland Sub-Territory through its own sales organization or through any other channel, and (c) modify or restructure its channel program with respect to the UK & Ireland Sub-Territory at any time, in each case without notice to or consent from Meridian or Meridian Data Solutions UK Ltd, provided that such actions do not breach the express terms of the Reseller Agreement.
SECTION 3: SCOPE OF AUTHORIZED ACTIVITIES
3.1 Authorized Resale. Meridian Data Solutions UK Ltd is authorized to resell Lumos Prism™ SaaS subscriptions to end users located within the UK & Ireland Sub-Territory, in accordance with the terms and conditions of the Reseller Agreement, including without limitation the pricing schedules, discount structures, end-user licensing terms, and order processing procedures set forth therein and in the applicable exhibits. All end-user subscriptions resold by Meridian Data Solutions UK Ltd shall be governed by the Lumos End User Subscription Agreement, as designated by Lumos from time to time.
3.2 Trademark License. Subject to the provisions of this Section 3.2, Meridian Data Solutions UK Ltd shall have the benefit of the limited, non-exclusive, non-transferable, non-sublicensable trademark license granted under the Reseller Agreement to use the Lumos Prism™ name, logo, trade dress, and marketing materials solely in connection with the authorized resale activities described in this Consent Letter and solely within the UK & Ireland Sub-Territory. All use of Lumos trademarks and marketing materials by Meridian Data Solutions UK Ltd shall be subject to and in strict compliance with the brand guidelines, quality standards, and approval procedures set forth in Exhibit D to the Reseller Agreement (the "Brand Guidelines"). Meridian Data Solutions UK Ltd shall submit all proposed marketing materials, press releases, and public-facing collateral referencing Lumos, Lumos Prism™, or any Lumos trademark to Lumos for prior written approval, which approval shall not be unreasonably withheld and shall be provided or denied within ten (10) business days of submission.
3.3 Restrictions on Use. Meridian Data Solutions UK Ltd shall not modify, alter, reverse-engineer, decompile, disassemble, or create derivative works of the Lumos Prism™ platform, software, documentation, or any component thereof. Meridian Data Solutions UK Ltd shall not grant any end user or third party the right to perform any of the foregoing activities. Meridian Data Solutions UK Ltd shall not use the Lumos Prism™ platform for any purpose other than demonstration, evaluation, and support activities directly related to authorized resale, and shall not use the platform for its own internal business operations except as expressly authorized under a separate end-user subscription.
3.4 Feedback and intellectual Property. Any feedback, suggestions, enhancement requests, ideas, or other communications relating to the Lumos Prism™ platform that are provided by Meridian Data Solutions UK Ltd or its end users, whether solicited or unsolicited, shall become the sole and exclusive property of Lumos, free of any obligation of compensation or attribution, in accordance with the feedback license provisions set forth in Section 12.4 of the Reseller Agreement. Meridian Data Solutions UK Ltd hereby irrevocably assigns, and Meridian shall ensure that Meridian Data Solutions UK Ltd irrevocably assigns, all right, title, and interest in and to any such feedback to Lumos.
SECTION 4: CONDITIONS AND OBLIGATIONS OF MERIDIAN
4.1 Primary Liability. Meridian Data Solutions GmbH remains primarily responsible and liable to Lumos for all acts, omissions, errors, representations, warranties, marketing activities, and conduct of Meridian Data Solutions UK Ltd in connection with the sub-distribution arrangement authorized hereby, as if such acts, omissions, errors, representations, warranties, marketing activities, and conduct were those of Meridian itself. The appointment of Meridian Data Solutions UK Ltd as a sub-distributor shall not diminish, limit, or otherwise affect Meridian's obligations, representations, warranties, or liabilities under the Reseller Agreement in any respect.
4.2 Sub-Distribution Agreement. Meridian shall ensure that, prior to Meridian Data Solutions UK Ltd commencing any resale or distribution activities, Meridian Data Solutions UK Ltd enters into a written sub-distribution agreement with Meridian (the "Sub-Distribution Agreement") that satisfies each of the following requirements:
(a) Protective Terms. The Sub-Distribution Agreement shall incorporate terms and conditions no less protective of Lumos's rights, interests, and intellectual property than those set forth in the Reseller Agreement, including without limitation the provisions relating to intellectual property ownership, confidentiality, data protection, compliance with law, indemnification, limitation of liability, and termination.
(b) Data Protection Compliance. The Sub-Distribution Agreement shall include provisions requiring Meridian Data Solutions UK Ltd to comply with all applicable data protection laws and regulations, including without limitation the United Kingdom General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, the EU General Data Protection Regulation (Regulation (EU) 2016/679), and the Irish Data Protection Act 2018. The Sub-Distribution Agreement shall bind Meridian Data Solutions UK Ltd to obligations consistent with and no less restrictive than those set forth in the Data Processing Agreement attached as Exhibit C to the Reseller Agreement, including the Standard Contractual Clauses (Commission Implementing Decision (EU) 2021/914, Module Two — Controller-to-Processor) for cross-border data transfers from the European Economic Area and the United Kingdom to the United States, as supplemented by the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses issued by the UK Information Commissioner's Office under Section 119A of the Data Protection Act 2018, as applicable. Meridian shall ensure that Meridian Data Solutions UK Ltd maintains a record of processing activities and cooperates with data protection impact assessments as reasonably requested by Lumos.
(c) Export Control and Sanctions Compliance. The Sub-Distribution Agreement shall require Meridian Data Solutions UK Ltd to comply with all applicable export control laws, trade sanctions, and embargo regulations, including without limitation the United States Export Administration Regulations (EAR, 15 C.F.R. Parts 730–774), the International Traffic in Arms Regulations (ITAR, 22 C.F.R. Parts 120–130), the EU Dual-Use Regulation (Regulation (EU) 2021/821), and the United Kingdom Export Control Act 2002 and related orders. The Sub-Distribution Agreement shall further require compliance with all applicable economic sanctions programs, including those administered by the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC), the European Union, and the UK Office of Financial Sanctions Implementation (OFSI). The Sub-Distribution Agreement shall expressly prohibit the resale, export, re-export, or transfer of Lumos Prism™ SaaS subscriptions or any related technology, software, or services to, or for the benefit of, any person, entity, or destination that is the target of comprehensive sanctions, including without limitation Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine.
(d) Anti-Corruption Compliance. The Sub-Distribution Agreement shall require Meridian Data Solutions UK Ltd to comply with the United States Foreign Corrupt Practices Act of 1977, as amended (FCPA, 15 U.S.C. §§ 78dd-1 et seq.), the United Kingdom Bribery Act 2010, and all applicable local anti-corruption and anti-bribery laws and regulations. Meridian Data Solutions UK Ltd shall be required to maintain adequate procedures, as contemplated by Section 7 of the UK Bribery Act 2010, to prevent bribery by persons associated with it.
(e) Confidentiality. The Sub-Distribution Agreement shall impose confidentiality obligations on Meridian Data Solutions UK Ltd that are at least as restrictive as those set forth in Section 11 of the Reseller Agreement, including without limitation the obligation to protect Lumos's Confidential Information using at least the same degree of care that Meridian Data Solutions UK Ltd uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care. The confidentiality obligations shall survive termination or expiration of the Sub-Distribution Agreement for a period of not less than five (5) years, or, with respect to trade secrets, for so long as such information remains a trade secret under applicable law.
(f) Insurance. The Sub-Distribution Agreement shall require Meridian Data Solutions UK Ltd to obtain and maintain throughout the term of the Sub-Distribution Agreement, at its own cost and expense, insurance coverage meeting or exceeding the following minimum requirements, each on terms reasonably acceptable to Lumos:
(i) Commercial general liability insurance with a limit of not less than €5,000,000 (five million euros) per occurrence and €10,000,000 (ten million euros) in the aggregate;
(ii) Professional indemnity (errors and omissions) insurance with a limit of not less than €10,000,000 (ten million euros) per occurrence and in the aggregate;
(iii) Cyber liability insurance, including coverage for data breaches, network security failures, privacy liability, and regulatory proceedings, with a limit of not less than €5,000,000 (five million euros) per occurrence and in the aggregate.
Meridian Data Solutions UK Ltd shall name Lumos Analytics Inc. as an additional insured on the commercial general liability and cyber liability policies and shall provide Lumos with certificates of insurance evidencing the required coverage upon request.
4.3 Delivery of Executed Sub-Distribution Agreement. Meridian shall provide Lumos with a fully executed copy of the Sub-Distribution Agreement with Meridian Data Solutions UK Ltd within thirty (30) calendar days of the date of this Consent Letter. Failure to deliver the fully executed Sub-Distribution Agreement within such thirty (30) day period shall, at Lumos's sole option, render this consent void and of no further force or effect, unless Lumos grants a written extension of such deadline.
4.4 Ongoing Reporting. Meridian shall ensure that Lumos receives quarterly reports on the resale activities of Meridian Data Solutions UK Ltd within the UK & Ireland Sub-Territory, including the number of new end-user subscriptions, renewal rates, total revenue, and any material compliance issues, in accordance with the reporting obligations set forth in Section 8.3 of the Reseller Agreement.
SECTION 5: INDEMNIFICATION
5.1 Extension of Indemnification Obligations. Meridian's indemnification obligations under Section 14 of the Reseller Agreement shall extend to and cover all claims, demands, actions, suits, proceedings, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and costs of investigation) arising out of or in connection with the acts, omissions, marketing, promotion, resale activities, representations, warranties, or misrepresentations of Meridian Data Solutions UK Ltd, including without limitation claims by end users, regulatory authorities, or third parties in the UK & Ireland Sub-Territory.
5.2 Indemnification Cap. The aggregate indemnification cap of fifteen million United States dollars ($15,000,000), which represents 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 Reseller Agreement, shall apply to Meridian's aggregate liability under the Reseller Agreement and this Consent Letter, including without limitation all claims arising from the activities of Meridian Data Solutions UK Ltd in the UK & Ireland Sub-Territory. For the avoidance of doubt, the indemnification cap is an aggregate cap across all claims and all territories and is not increased or duplicated by reason of the appointment of Meridian Data Solutions UK Ltd as a sub-distributor. Notwithstanding the foregoing, the carve-outs set forth in Section 14.6 of the Reseller Agreement shall apply without modification, and accordingly, liability for (a) willful misconduct, (b) fraud or intentional misrepresentation, (c) breaches of the confidentiality obligations set forth in Section 11 of the Reseller Agreement, and (d) infringement or misappropriation of intellectual property rights, shall remain uncapped.
5.3 Escrow Holdback. The five percent (5%) escrow holdback mechanism established with Evergreen Trust Company, N.A. pursuant to Section 9.7 of the Reseller Agreement shall apply without modification to the payment flows attributable to UK & Ireland Sub-Territory sales made by or through Meridian Data Solutions UK Ltd. Meridian acknowledges and agrees that the escrow holdback applicable to payments flowing through the UK & Ireland Sub-Territory shall be calculated on the same basis, at the same rate, and subject to the same release conditions as set forth in the Reseller Agreement and the Escrow Agreement dated as of the effective date of the Reseller Agreement among Lumos, Meridian, and Evergreen Trust Company, N.A.
SECTION 6: LUMOS'S RIGHT TO REVOKE CONSENT
6.1 Lumos reserves the right to revoke this consent, in whole or in part, upon written notice to Meridian, in the event that any of the following circumstances occurs:
(a) Meridian Data Solutions UK Ltd materially breaches any term or condition of the Sub-Distribution Agreement that would, if committed by Meridian under the Reseller Agreement, constitute a material breach of the Reseller Agreement, and such breach is not cured within the applicable cure period set forth in the Reseller Agreement (or, if no cure period is specified, within thirty (30) calendar days after written notice thereof);
(b) Meridian Data Solutions UK Ltd fails to comply with applicable law, regulation, or governmental order, including without limitation any failure to comply with data protection laws (including UK GDPR), export control laws, trade sanctions, anti-corruption laws, or consumer protection laws applicable to the resale of software-as-a-service products in the UK & Ireland Sub-Territory;
(c) Meridian Data Solutions UK Ltd becomes insolvent, ceases to carry on business, enters into administration, is placed into receivership, files or has filed against it a petition in bankruptcy or any analogous insolvency proceeding under the laws of England and Wales, Ireland, or any other jurisdiction, makes a general assignment for the benefit of creditors, or is otherwise unable to pay its debts as they fall due;
(d) The Reseller Agreement is terminated for any reason, whether by expiration, mutual agreement, or termination for cause or convenience in accordance with the terms thereof; or
(e) A change in the control, ownership, or management of Meridian Data Solutions UK Ltd occurs without the prior written consent of Lumos, as contemplated by Section 1.3 of this Consent Letter.
6.2 Upon revocation of this consent, Meridian shall promptly cause Meridian Data Solutions UK Ltd to cease all resale, distribution, marketing, and promotional activities in connection with Lumos Prism™ SaaS subscriptions, subject to the post-termination wind-down provisions set forth in Section 16.4 of the Reseller Agreement. In accordance with such provisions, Meridian Data Solutions UK Ltd shall be permitted a wind-down period of up to twelve (12) months from the effective date of revocation in order to fulfill existing end-user subscriptions that were entered into prior to the effective date of revocation, provided that (i) no new end-user subscriptions may be entered into during the wind-down period, (ii) Meridian Data Solutions UK Ltd continues to comply with all applicable obligations during the wind-down period, and (iii) Meridian continues to satisfy all payment, reporting, and indemnification obligations during and after the wind-down period.
6.3 The revocation of this consent shall not release Meridian or Meridian Data Solutions UK Ltd from any obligation or liability accrued prior to the effective date of revocation, including without limitation any indemnification obligation, payment obligation, confidentiality obligation, or obligation arising under applicable data protection laws.
SECTION 7: NO FURTHER SUB-DISTRIBUTION
7.1 This Consent Letter authorizes the appointment of Meridian Data Solutions UK Ltd as a sub-distributor of Meridian Data Solutions GmbH only. This consent does not authorize, and shall not be construed as authorizing, Meridian Data Solutions UK Ltd to further appoint any sub-sub-distributors, sub-agents, resellers, sales representatives, or other intermediaries to resell, distribute, or market Lumos Prism™ SaaS subscriptions, in whole or in part, without the separate prior written consent of Lumos. Any such appointment made without the prior written consent of Lumos shall be void and shall constitute a material breach of this Consent Letter and the Reseller Agreement.
SECTION 8: GOVERNING LAW AND DISPUTE RESOLUTION
8.1 Governing Law. This Consent Letter shall be governed by and construed in accordance with the laws of the State of California, United States of America, without regard to its conflict of laws principles, consistent with the governing law provision set forth in Section 18.1 of the Reseller Agreement.
8.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or in connection with this Consent Letter, or the breach, termination, or invalidity thereof, shall be resolved in accordance with the dispute resolution provisions set forth in Section 18.2 of the Reseller Agreement, which provide for final and binding arbitration administered by JAMS (Judicial Arbitration and Mediation Services) in Los Angeles, California, before a single arbitrator selected in accordance with the JAMS Comprehensive Arbitration Rules and Procedures, with the arbitration to be conducted in the English language. Notwithstanding the foregoing, either party shall have the right to seek temporary, preliminary, or permanent injunctive relief, specific performance, or other equitable remedies in any state or federal court of competent jurisdiction located in Santa Clara County, California, without the requirement of posting a bond or other security, and without the necessity of proving actual damages, for any actual or threatened breach of the confidentiality, intellectual property, or data protection provisions of the Reseller Agreement or this Consent Letter.
SECTION 9: MISCELLANEOUS PROVISIONS
9.1 Integration with Reseller Agreement. This Consent Letter is supplemental to and forms an integral part of the Reseller Agreement and Exhibit B thereto. In the event of any conflict or inconsistency between the terms of this Consent Letter and the terms of the Reseller Agreement, the terms of the Reseller Agreement shall control, except to the extent that this Consent Letter expressly modifies or supplements the Reseller Agreement with respect to the specific matters addressed herein.
9.2 Defined Terms. Capitalized terms used but not separately defined in this Consent Letter shall have the meanings ascribed to them in the Reseller Agreement.
9.3 Counterparts. This Consent Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Counterparts may be delivered by facsimile, electronic mail in portable document format (.pdf), or any other electronic means intended to preserve the original graphic and pictorial appearance of a document, and any counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes.
9.4 Effective Date. This Consent Letter shall be effective as of the date first written above, March 22, 2024.
9.5 Entire Understanding. This Consent Letter, together with the Reseller Agreement and the exhibits thereto, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, representations, and agreements, whether written or oral, relating to the appointment of Meridian Data Solutions UK Ltd as a sub-distributor.
9.6 Amendments. No amendment, modification, or waiver of any provision of this Consent Letter shall be effective unless in writing and signed by authorized representatives of both Lumos and Meridian.
9.7 Notices. All notices, requests, consents, and other communications required or permitted under this Consent Letter shall be delivered in accordance with the notice provisions set forth in Section 18.5 of the Reseller Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have executed this Consent Letter as of the date first written above.
LUMOS ANALYTICS INC.
By: ________
Name: Priya Raghavan
Title: Chief Executive Officer
Date: March 22, 2024
Address: 4700 Sandhill Road, Suite 300
Palo Alto, CA 94304
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
DISTRIBUTION LIST
Copies of this Consent Letter have been delivered to the following persons:
Lumos Analytics Inc.
•  Daniel Ostroff, Vice President, Legal & Compliance, Lumos Analytics Inc., 4700 Sandhill Road, Suite 300, Palo Alto, CA 94304
•  Tomoko Ishikawa, Senior Vice President, Global Partnerships, Lumos Analytics Inc., 4700 Sandhill Road, Suite 300, Palo Alto, CA 94304
•  Henrik Dalmqvist, Vice President, EMEA Sales, Lumos Analytics Inc., 4700 Sandhill Road, Suite 300, Palo Alto, CA 94304
Meridian Data Solutions GmbH
•  Katarina Voss, Chief Commercial Officer, Meridian Data Solutions GmbH / Director, Meridian Data Solutions UK Ltd, Leopoldstraße 78, 80802 München, Germany
•  Dr. Anneliese Brandt, General Counsel, Meridian Data Solutions GmbH, Leopoldstraße 78, 80802 München, Germany
External Counsel
•  Dr. Stefan Kessler, Kessler Hartmann Rechtsanwälte PartG mbB, Maximilianstraße 35, 80539 München, Germany
•  Howard Bellamy, Calderwood & Harkness LLP, 801 South Figueroa Street, Suite 4200, Los Angeles, CA 90017
•  Leila Nazari, Calderwood & Harkness LLP, 801 South Figueroa Street, Suite 4200, Los Angeles, CA 90017