Extract to table
Pull the structured facts out of a document: parties, dates, amounts, obligations.
Extract to table / structuring-and-earnout-memo.docx
structuring-and-earnout-memo.docx
Parties
HARKNESS LLP
Lumos Analytics Inc
Prismyx Data Solutions LLC
Prismyx Acquisition Sub LLC
Fenwick Escrow Services LLC
Ridgeline Capital Management LLC
Bristow Farr Financial Advisory LLC
Voss LLP
Dates
March 15, 2024
September 15, 2022
December 31, 2023
June 14, 2022
January 31, 2026
March 1, 2024
March 4, 2024
March 29, 2024
May 22, 2024
August 22, 2025
Amounts
$15,000,000
$10,500,000
$4,500,000
$2,250,000
$150,000
$15,000
$485,000
$25,000
$5,000,000
$62,000,000
Obligations
— Prismyx's largest customer, representing approximately 31% of revenue — must be obtained under the applicable Master SaaS Agreement
ARR Milestone: PrismLens Net New ARR must equal or exceed Two Million Two Hundred Thousand Dollars ($2,200,000) during Earnout Period 1
ARR Milestone: PrismLens Net New ARR must equal or exceed Three Million Five Hundred Thousand Dollars ($3,500,000) on a cumulative basis from the closing date through the end of Earnout Period 2
Lumos (as the Buyer) shall deliver written notice of any indemnification claim (a "Claim Notice") to both Fenwick Escrow Services LLC and the Sellers (or their designated representative)
The Sellers shall have thirty (30) business days following receipt of a Claim Notice (the "Response Period") to deliver a written objection to the claim
If the Sellers do not deliver a written objection within the Response Period, the claim shall be deemed accepted, and Fenwick Escrow Services LLC shall release the claimed amount from the escrow fund to the Buyer