Extract to table

(Bangalore, Karnataka, India), and Cloudium Solutions GmbH (Berlin, Germany) (each, a "Subsidiary" and, together with the Company, the "Company Group"); WHEREAS, the Company is a leading provider of cloud-native enterprise resource planning ("ERP"), customer-relationship management ("CRM"), and business-intelligence ("BI") software-as-a-service ("SaaS") solutions serving mid-market and enterprise customers across multiple industries and geographies, with approximately 6,800 employees globally and annual recurring revenue of approximately One Billion Seven Hundred Forty Million Dollars ($1,740,000,000) as of December 31, 2023; WHEREAS, Buyer would not have entered into the Merger Agreement absent Executive's agreement to the restrictive covenants contained herein, and the Parties acknowledge that the restrictions set forth in this Agreement are a material inducement to Buyer's willingness to consummate the Merger and to pay the merger consideration contemplated by the Merger Agreement; WHEREAS, Executive will receive substantial benefits in connection with the consummation of the Merger, including, without limitation, the merger consideration payable in respect of her shares of Cloudium common stock and other equity securities, the acceleration or settlement of equity-based awards, and the opportunity for continued employment with the surviving entity following the Closing, all of which constitute adequate, independent, and sufficient consideration for the covenants and agreements of Executive set forth herein; WHEREAS, this Agreement is being executed and delivered simultaneously with, and as a condition to, the execution and delivery of the Merger Agreement, and the obligations of the Parties hereunder are subject to the occurrence of the Closing (as defined below); and WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement

Notwithstanding the foregoing, Confidential Information shall not include information that: (a) is or becomes generally available to the public other than as a result of Executive's breach of this Agreement or any other confidentiality obligation owed to the Company Group or Buyer; (b) was known to Executive on a non-confidential basis prior to her employment with the Company Group, as demonstrated by written records; (c) was independently developed by Executive without use of or reference to any Confidential Information, as demonstrated by written records; or (d) is required to be disclosed by applicable law, rule, regulation, or valid legal process, provided that Executive shall give prompt written notice of such requirement to Buyer (to the extent permitted by applicable law) and shall cooperate with Buyer in seeking a protective order or other appropriate remedy to limit such disclosure

1, the following activities shall not constitute a breach of this Article II: (a) Passive Investments

1, the following activities shall not constitute a breach of this Article III: (a) General Solicitations

Nothing in this Agreement is intended to conflict with, or shall be construed as conflicting with, the protections provided by 18 U

Executive shall not be required to notify Buyer of any such report, disclosure, or cooperation