Extract to table

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: SECTION 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: 1

The term "Proposed Transaction" shall be construed broadly to encompass any variation or restructuring of the foregoing that is proposed by either Party during the Exclusivity Period

For the avoidance of doubt, the Exclusivity Period shall be calculated by including the date hereof as the first calendar day

For purposes of this Agreement, "affiliate" shall have the meaning ascribed to such term in Rule 12b-2 under the Securities Exchange Act of 1934, as amended

Solara shall use commercially reasonable efforts to complete its due diligence review of Cloudium and its subsidiaries during the Exclusivity Period

and Ironclad Capital Markets LLC regarding the provision of committed debt financing for the Proposed Transaction, and Solara shall keep Cloudium reasonably informed of the status of such financing discussions