Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement. "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is u

Section 1.2 — Interpretation Unless the context otherwise requires, the following rules of construction shall apply to this Agreement: (a) References to this Agreement, the Merger Agreement, the Rollover Agreement, and any other agreement or document shall be to such agreement or document as amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms. (b) The headings and cap

ARTICLE II — EFFECTIVENESS AND TERM

Section 2.1 — Effective Date This Agreement shall become effective as of the Closing Date. Prior to the Closing Date, the covenants and obligations of Executive under Article III of this Agreement shall not be operative, and Executive shall have no obligations under such Article III. In the event that the Merger Agreement is terminated prior to the Closing in accordance with its terms without the Merger being consumm

Section 2.2 — Term The covenants and obligations of Executive under Article III (other than Section 3.2) shall remain in full force and effect for the full duration of the Restricted Period applicable to each such covenant, as set forth in the definition of "Restricted Period" in Section 1.1 and as may be extended pursuant to Section 5.2. The confidentiality obligations of Executive under Section 3.2 shall survive th

ARTICLE III — RESTRICTIVE COVENANTS

Section 3.1 — Non-Competition and Non-Solicitation Covenants

Section 3.1(a) — Non-Competition. During the Restricted Period (being thirty-six (36) months from the Closing Date, as may be extended pursuant to Section 5.2), Executive shall not, directly or indirectly, whether for his own account or on behalf of, or in conjunction with, or for the benefit of, any other Person: (i) engage in, own, manage, operate, control, finance, or participate in the ownership, management, oper

Section 3.1(b) — Non-Solicitation of Employees. During the Restricted Period (being thirty-six (36) months from the Closing Date, subject to extension as provided in the definition of "Restricted Period" in Section 1.1 and in Section 5.2), Executive shall not, directly or indirectly, whether for his own account or on behalf of, or in conjunction with, or for the benefit of, any other Person: (i) solicit, recruit, ind

Section 3.1(c) — Non-Solicitation of Customers. During the Restricted Period, Executive shall not, directly or indirectly, whether for his own account or on behalf of, or in conjunction with, or for the benefit of, any other Person: (i) solicit, divert, or take away (or attempt to solicit, divert, or take away) the business of any Key Customer, or any customer of the Company Group with whom Executive had a material b

Section 3.1(d) — Non-Interference. During the Restricted Period, Executive shall not, directly or indirectly, whether for his own account or on behalf of, or in conjunction with, or for the benefit of, any other Person, interfere with, disrupt, or attempt to interfere with or disrupt, any existing or prospective business relationship between the Company Group (or the Surviving Corporation or any of their respective A

Section 3.2 — Confidentiality (a) Non-Disclosure and Non-Use. Executive shall not, at any time after the date hereof (whether during or after the Restricted Period, and whether during or after Executive's employment with the Surviving Corporation or any of its Affiliates), directly or indirectly, disclose, furnish, publish, disseminate, make available, or use for his own benefit or the benefit of any third party, any

Section 3.3 — Non-Disparagement (a) Executive's Obligations. Executive shall not, at any time during or after the Restricted Period, directly or indirectly, make, publish, or communicate (whether orally, in writing, electronically, or through any social media platform, press release, interview, blog, or other medium of communication) any statement that disparages, defames, libels, slanders, or casts in a negative lig

ARTICLE IV — ACKNOWLEDGMENTS AND REASONABLENESS

Section 4.1 — Acknowledgment of Reasonableness Executive acknowledges, represents, and agrees that: (a) The restrictive covenants set forth in Article III are reasonable and necessary in scope, duration, and geographic extent and are designed to protect the legitimate business interests of Fund VI, the Surviving Corporation, and the Company Group, including, without limitation, the protection of goodwill acquired and

Section 4.2 — Independent Covenants Each of the restrictive covenants set forth in Article III constitutes an independent covenant and agreement by Executive that is separately and independently enforceable from each other restrictive covenant. The existence of any claim or cause of action of Executive against Fund VI, the Surviving Corporation, or any of their respective Affiliates, whether arising under this Agreem

Section 5.1 — Equitable Relief Executive acknowledges and agrees that a breach or threatened breach by Executive of any of the restrictive covenants set forth in Article III would cause irreparable harm to Fund VI, the Surviving Corporation, and the Company Group for which monetary damages alone would be an insufficient and inadequate remedy. Accordingly, Executive agrees that Fund VI and the Surviving Corporation (a

Section 5.2 — Extension of Restricted Period If Executive breaches any of the restrictive covenants set forth in Article III, the Restricted Period applicable to such covenant (and, at the election of Fund VI, the Restricted Period applicable to all covenants in Article III) shall be tolled during the period of such breach and shall be extended by a period of time equal to the duration of such breach, so that Fund VI

Section 5.3 — Forfeiture and Clawback In the event of a material breach by Executive of any of the covenants set forth in Article III (as determined by Fund VI in good faith or as determined by a court of competent jurisdiction), Fund VI shall be entitled, in addition to all other remedies available hereunder or at law or in equity, to: (a) cause the immediate forfeiture and cancellation of any unvested equity intere

Section 5.4 — Attorneys' Fees In any action, suit, or proceeding brought to enforce any provision of this Agreement, to obtain a declaration of rights under this Agreement, or in connection with any alleged breach of this Agreement, the prevailing party (as determined by the applicable court or tribunal) shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees, costs, and expenses inc

ARTICLE VI — JUDICIAL MODIFICATION

Section 6.1 — Blue Pencil / Reformation If any court of competent jurisdiction shall at any time determine that any restrictive covenant contained in Article III of this Agreement is unenforceable as written because it is too broad in scope, too long in duration, or too expansive in geographic extent, or is otherwise unreasonable or invalid in any respect, the Parties expressly authorize and request such court to ref

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Executive's Representations Executive represents and warrants to Fund VI as follows: (a) Capacity. Executive has the legal capacity, competence, and authority to execute, deliver, and perform this Agreement. No approval, consent, or authorization of, or filing, registration, or qualification with, any governmental authority or other third party is required in connection with Executive's execution, deliv

Section 7.2 — Fund VI's Representations Fund VI represents and warrants to Executive as follows: (a) Organization and Standing. Fund VI is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Solara Fund VI GP LLC, a Delaware limited liability company, is the sole general partner of Fund VI and is duly organized, validly existing, and in good standing u

ARTICLE VIII — GENERAL PROVISIONS

Section 8.1 — Entire Agreement This Agreement, together with the Merger Agreement, the Rollover Agreement (Executive), the Voting Agreement (Executive), and the other transaction documents referenced herein or executed in connection with the transactions contemplated by the Merger Agreement, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes

Section 8.2 — Amendments and Waivers No amendment, modification, supplement, or waiver of any provision of this Agreement shall be valid or effective unless the same shall be in writing and signed by both Parties (or, in the case of a waiver, by the Party against whom enforcement of such waiver is sought). No failure or delay by either Party in exercising any right, power, or privilege hereunder shall operate as a wa

Section 8.3 — Severability If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable in any respect under applicable law, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement (or the remaining portion thereof), and this Agreement shall be construed and reforme

Section 8.4 — Assignment Executive may not assign, delegate, or otherwise transfer this Agreement or any of his rights, duties, or obligations hereunder to any Person without the prior written consent of Fund VI. Any purported assignment, delegation, or transfer by Executive in violation of this Section 8.4 shall be null and void and of no force or effect. Fund VI may assign its rights, interests, and obligations und

Section 8.5 — Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns. Without limiting the generality of the foregoing, the restrictive covenants set forth in Article III shall be binding upon Executive's heirs, executors, administrators, and personal re

Section 8.6 — Notices All notices, requests, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) upon delivery, if delivered personally (including by nationally recognized overnight courier service with signature required), (b) on the fifth (5th) business day after mailing, if sent by registered

Section 8.7 — Governing Law This Agreement and all claims, controversies, and disputes arising out of or relating to this Agreement (including any question regarding its existence, validity, interpretation, performance, breach, enforcement, or termination) shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law pro

Section 8.8 — Jurisdiction and Venue Each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, and any state appellate court therefrom within the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delawar

Section 8.9 — WAIVER OF JURY TRIAL EACH OF THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEME

Section 8.10 — Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail (in portable document format (.pdf) or any similar electronic imaging format) or by facsimile transmission shall be e

Section 8.11 — Third-Party Beneficiaries The Surviving Corporation, each member of the Company Group, and their respective Affiliates are express and intended third-party beneficiaries of the covenants and agreements of Executive set forth in Article III (Restrictive Covenants) and Article V (Remedies) and shall be entitled to enforce such covenants and agreements directly against Executive, as if they were parties t

Section 8.12 — Relationship to Merger Agreement This Agreement is being entered into in connection with, and as a material inducement to, the transactions contemplated by the Merger Agreement. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Merger Agreement (or any other transaction document) with respect to the subject matter hereof (including the rest

Section 8.13 — Survival The provisions of this Agreement that by their nature are intended to survive the expiration of the Restricted Period or any termination of Executive's employment with the Surviving Corporation or any of its Affiliates shall so survive, including, without limitation, Section 3.2 (Confidentiality), Section 3.3 (Non-Disparagement), Article IV (Acknowledgments and Reasonableness), Article V (Reme