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" RECITALS WHEREAS, Lumos is the developer and provider of the Lumos Prism™ AI-powered financial analytics and risk-modeling software-as-a-service ("SaaS") platform, a market-leading solution for enterprise financial analytics, portfolio risk modeling, scenario analysis, and regulatory reporting; WHEREAS, Meridian is an established technology channel distributor operating across the Europe, Middle East, and Africa ("EMEA") region, serving as an authorized reseller for more than forty (40) enterprise software vendors, with annual consolidated revenues of approximately three hundred twelve million Euros (€312,000,000) for the fiscal year ended December 31, 2023; WHEREAS, Lumos desires to expand the distribution of the Lumos Prism™ platform in the EMEA Territory (as defined below) through a non-exclusive channel reseller arrangement with Meridian, thereby leveraging Meridian's established customer relationships, sales infrastructure, and market expertise throughout the EMEA region; WHEREAS, Meridian desires to be appointed as an authorized non-exclusive reseller of Lumos Prism™ SaaS subscriptions in the EMEA Territory, subject to the terms and conditions set forth herein, and to offer the Licensed Products to its existing and prospective customer base; WHEREAS, the Parties desire to set forth the terms and conditions governing such reseller relationship, including the scope of the appointment, financial terms, intellectual property rights, data protection obligations, and other matters; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: Right-click to update Table of Contents ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement

16 "Holdback Amount" means an amount equal to five percent (5%) of each quarterly by Reseller to Licensor, which shall be withheld by Reseller and deposited directly with the Escrow Agent in accordance with Section 4

Licensor shall provide Reseller with no less than sixty (60) days' prior written notice of any changes to the List Price

The list of Restricted Territories shall be deemed automatically updated to reflect changes in applicable 1

Reseller shall use commercially reasonable efforts to ensure that its Authorized Sub-Distributors comply with this territorial restriction