Extract to table

" RECITALS WHEREAS, Parent, Prismyx Acquisition Sub LLC, Prismyx Data Solutions LLC, Jonah Eberhardt, and Talia Messina are parties to that certain Agreement and Plan of Merger, dated as of April 3, 2024 (the "Merger Agreement"), pursuant to which Prismyx Data Solutions LLC has merged with and into Prismyx Acquisition Sub LLC, with Prismyx Acquisition Sub LLC continuing as the surviving entity and a wholly owned subsidiary of Parent; WHEREAS, prior to the consummation of the Merger, Employee served as Co-Founder, Chief Executive Officer, and Managing Member of Prismyx Data Solutions LLC and was the holder of 55% of the outstanding membership interests of Prismyx Data Solutions LLC (representing 550 of 1,000 total issued and outstanding units); WHEREAS, the Merger Agreement contemplates, as a condition to the closing of the transactions described therein, that Employee will enter into this Employment Agreement with the Company in connection with, among other things, the retention earnout provisions set forth in the Merger Agreement, and the Parties acknowledge that Employee's continued employment and services are critical to the successful integration and realization of the value of the business of Prismyx Data Solutions LLC and its PrismLens technology following the closing of the Merger; WHEREAS, the Company desires to employ Employee, and Employee desires to accept employment with the Company, upon the terms and conditions set forth herein; and WHEREAS, defined terms used but not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement

1 — Employment and Title Effective as of the Effective Date, the Company hereby agrees to employ Employee, and Employee hereby agrees to serve, in the capacity of Vice President, Plugin Engineering ("VP, Plugin Engineering")

3 shall be construed to alter the at-will nature of Employee's employment as described in Section 4

3 sets forth the Parties' mutual expectations and understanding regarding Employee's intended period of service, and Employee's departure prior to the end of the Commitment Period shall have the consequences set forth in Articles 3, 4, and 5 of this Agreement

The Base Salary shall be subject to annual review by the Chief Executive Officer of Parent and the Chief People Officer of Parent, and may be adjusted upward in Parent's discretion

Notwithstanding the foregoing, during the Commitment Period, the Base Salary shall not be decreased below Two Hundred Seventy-Five Thousand Dollars ($275,000) per year without Employee's prior written consent