Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with

Section 2.1 — Non-Competition Covenant During the Restricted Period, Executive shall not, directly or indirectly, whether as an employee, officer, director, manager, partner, consultant, advisor, agent, independent contractor, owner, member, stockholder, lender, guarantor, or in any other capacity whatsoever: (a) engage in, assist, or have any active interest in any Competing Enterprise anywhere within the Restricted

Section 2.2 — Permitted Activities Notwithstanding the restrictions set forth in Section 2.1, the following activities shall not constitute a breach of this Article II: (a) Passive Investments. Executive may own, directly or indirectly, not more than two percent (2%) of the outstanding equity securities of any publicly traded company that constitutes or is an Affiliate of a Competing Enterprise, provided that (i) suc

ARTICLE III — NON-SOLICITATION OF EMPLOYEES AND SERVICE PROVIDERS

Section 3.1 — Employee Non-Solicitation During the Restricted Period, Executive shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person: (a) solicit, recruit, hire, engage, or otherwise attempt to persuade any Restricted Employee to leave his or her employment or engagement with the Company Group, Buyer, or any of their respective Affiliates; (b) encourage, induce, or attempt to

Section 3.2 — Exceptions to Employee Non-Solicitation Notwithstanding the restrictions set forth in Section 3.1, the following activities shall not constitute a breach of this Article III: (a) General Solicitations. General solicitations of employment that are not specifically directed at Restricted Employees, including, without limitation, public job postings, advertisements placed in newspapers, trade publications,

ARTICLE IV — NON-SOLICITATION OF CUSTOMERS AND SUPPLIERS

Section 4.1 — Customer Non-Solicitation During the Restricted Period, Executive shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person: (a) solicit, induce, or attempt to solicit or induce any Key Customer to cease doing business with the Company Group, Buyer, or any of their respective Affiliates; (b) solicit, induce, or attempt to solicit or induce any Key Customer to reduce t

Section 4.2 — Supplier Non-Solicitation During the Restricted Period, Executive shall not, directly or indirectly, whether on her own behalf or on behalf of any other Person: (a) solicit, induce, or attempt to solicit or induce any Key Supplier to cease doing business with the Company Group, Buyer, or any of their respective Affiliates; or (b) solicit, induce, or attempt to solicit or induce any Key Supplier to alter

Section 5.1 — Confidentiality Obligations Executive acknowledges that, by virtue of her service as Chief Financial Officer of Cloudium, she has had and will continue to have access to Confidential Information of the Company Group, Buyer, and their respective Affiliates. Executive further acknowledges that the Confidential Information is valuable and proprietary, that the unauthorized disclosure or use of such informa

Section 5.2 — Return of Materials Upon the termination of Executive's employment with the Company Group for any reason (whether voluntary or involuntary), or at any time upon Buyer's written request, Executive shall promptly (and in any event within ten (10) business days): (a) return to the Company Group all documents, records, files, notes, memoranda, reports, correspondence, data, computer files, software, hardwar

Section 5.3 — Defend Trade Secrets Act Notice In accordance with the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1833(b)), Executive is hereby notified as follows: An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indire

ARTICLE VI — NON-DISPARAGEMENT

Section 6.1 — Executive Non-Disparagement During the Restricted Period and for a period of two (2) years following the expiration of the Restricted Period (i.e., through July 9, 2028), Executive shall not make or publish, or cause to be made or published, any statement, whether written or oral, including, without limitation, through any social media platform, website, blog, podcast, interview, or public forum, that d

Section 6.2 — Buyer Non-Disparagement During the same period described in Section 6.1, Buyer shall instruct its senior officers (defined for purposes of this Section 6.2 as the Managing Partner and the partners and principals of Buyer's general partner, Solara Fund VI GP LLC) not to make or publish, or cause to be made or published, any statement, whether written or oral, that disparages or defames Executive. The Par

Section 6.3 — Exceptions Nothing in this Article VI shall restrict or impede either Party from: (a) complying with any applicable law, rule, regulation, or valid legal process, including responding to a subpoena, civil investigative demand, or order of a court or governmental authority of competent jurisdiction; (b) providing truthful testimony or statements in any judicial, arbitral, administrative, or regulatory pr

ARTICLE VII — INTELLECTUAL PROPERTY AND WORK PRODUCT

Section 7.1 — Assignment of Work Product Executive acknowledges and agrees that all inventions, discoveries, developments, improvements, innovations, works of authorship (including, without limitation, software code, documentation, manuals, specifications, presentations, and training materials), designs, logos, trademarks, trade secrets, methods, processes, techniques, formulas, algorithms, data compilations, and all

Section 7.2 — Cooperation Executive agrees to cooperate fully with the Company Group, Buyer, and their respective Affiliates, successors, and assigns, both during and after Executive's employment, in connection with the prosecution, defense, maintenance, and enforcement of any intellectual property rights relating to any Work Product, including, without limitation: (a) executing and delivering all applications, assig

ARTICLE VIII — REPRESENTATIONS AND WARRANTIES

Section 8.1 — Executive's Representations Executive hereby represents and warrants to Buyer as follows: (a) No Conflicts. The execution, delivery, and performance by Executive of this Agreement does not and will not (i) conflict with, result in a breach of, or constitute a default under any agreement, contract, commitment, obligation, or arrangement (whether written or oral) to which Executive is a party or by which

Section 8.2 — Buyer's Representations Buyer hereby represents and warrants to Executive as follows: (a) Organization and Good Standing. Buyer is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer's general partner, Solara Fund VI GP LLC, is a limited liability company duly organized, validly existing, and in good standing under the laws of the S

Section 9.1 — Equitable Relief Executive acknowledges and agrees that the covenants and agreements contained in Articles II, III, IV, and V of this Agreement are essential to protect the legitimate business interests of Buyer and the Company Group, that such covenants and agreements are supported by adequate consideration, and that a breach or threatened breach by Executive of any of the provisions of Articles II, II

Section 9.2 — Extension of Restricted Period If Executive violates any of the restrictive covenants set forth in Articles II, III, or IV of this Agreement, the Restricted Period applicable to such covenant shall automatically be extended by a period of time equal to the duration of such violation, commencing on the date such violation is cured or ceases, so that the applicable restrictive covenants operate for their

Section 9.3 — Cumulative Remedies The rights and remedies provided in this Article IX and elsewhere in this Agreement shall be cumulative and in addition to (and not in lieu of or exclusive of) any and all other rights and remedies that may be available to Buyer or the Company Group at law, in equity, or otherwise, including, without limitation, claims for breach of contract, misappropriation of trade secrets, tortio

ARTICLE X — GENERAL PROVISIONS

Section 10.1 — Effectiveness and Termination This Agreement shall become effective upon the Closing (the "Effective Date"). In the event the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and be of no further force or effect, and neither Party shall have any obligation or liability to the other Party under this Agreement. For the avoidanc

Section 10.2 — Severability / Judicial Modification The Parties intend that the covenants and agreements contained in this Agreement shall be deemed to be a series of separate covenants and agreements, each of which is independent of the others. If any provision of this Agreement, or the application thereof to any Person or circumstance, is found by any court of competent jurisdiction to be invalid, illegal, or unenf

Section 10.3 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 10.4 — Dispute Resolution / Jurisdiction Any action, suit, or proceeding arising out of, relating to, or in connection with this Agreement or the transactions contemplated hereby, including any action seeking equitable relief under Article IX, shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction ov

Section 10.5 — Waiver of Jury Trial EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF EITHER PART

Section 10.6 — Entire Agreement This Agreement, together with the Merger Agreement and the other agreements, documents, instruments, and certificates contemplated thereby (collectively, the "Transaction Documents"), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, represent

Section 10.7 — Amendment and Waiver No amendment, modification, supplement, restatement, or waiver of any provision of this Agreement shall be valid or effective unless set forth in a written instrument duly executed by both Parties (or, in the case of a waiver, by the Party granting such waiver). No failure or delay by either Party in exercising any right, power, privilege, or remedy under this Agreement shall opera

Section 10.8 — Assignment Executive may not assign, delegate, or otherwise transfer this Agreement or any of Executive's rights or obligations hereunder without the prior written consent of Buyer, and any attempted assignment, delegation, or transfer in violation of this Section 10.8 shall be null and void. Buyer may assign this Agreement, in whole or in part, without Executive's consent, to (a) any Affiliate of Buye

Section 10.9 — Notices All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and effective (a) when delivered by hand, (b) one (1) business day after being sent by nationally recognized overnight courier service (with charges prepaid and written confirmation of delivery), or (c) three (3) business days

Section 10.10 — Counterparts This Agreement may be executed in two (2) or more counterparts (including by facsimile or electronic transmission in portable document format (.pdf)), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission shall be deemed to be original signatures for all purposes.

Section 10.11 — Third-Party Beneficiaries The members of the Company Group (including the Company as the surviving entity in the Merger), the Affiliates of Buyer, and their respective successors and assigns are intended to be, and shall be deemed, express third-party beneficiaries of this Agreement and shall be entitled to enforce the provisions hereof directly against Executive to the same extent as if they were par

Section 10.12 — Relationship to Merger Agreement The Parties acknowledge and agree that this Agreement is entered into pursuant to and in connection with the Merger Agreement and is an integral part of the transactions contemplated thereby. Nothing in this Agreement shall be construed to limit, modify, supersede, or otherwise affect the rights and obligations of the Parties under the Merger Agreement or any other Tra

Section 10.13 — Construction This Agreement has been negotiated by the Parties hereto and their respective legal counsel. In the event of any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.