Naim Fahridine v. Plume Design, Inc. - Judgment on Pleadings and Summary Judgment

IN THE S UPERIOR COURT OF T HE STATE OF DEL AWARE NA IM FA HR I D IN E R Plaintiff/Coun tercla im - Defend ant, v. PLUME DESIGN, INC., Defend ant /Counterclaim - Plaintiff.))))) C.A. No.: N25C-02-0 72 EMD CCLD)))))) Submitted: November 14, 2025 Decided: Febru ary 20, 2026 Redacted: March 4, 202 6 0F 1 Upon Defendan t/Counte rclaim Plaintiff P lume Design, Inc.’s Motion for Judgment on the Pleadings GRANTED in part and DENIED in part Upon Plaintiff/Coun terclaim Defend ant’s Motion for Summary Judgment on Count I of the Verified Complaint GRANTED in part and DENIED in part Gregory V. Varallo, Esquire, Mae Oberste, Esquire, Bernstein Litowitz Berger & Grossman, LLP, Wilmington, Delaware, Lori Marks-Esterman, Esquire, Peter M. Sartoruis, Esquire, Jacqueline Y. Ma, Esquire, Olshan Frome Wolosky, LLP, New York, New York. Attorneys for Plaintif f/Counterclaim-De fendant Naim Fahri Diner Brad D. Sorrels, Esquire, Andrew D. Cordo, Esquire, Daniyal M. Iqbal, Esquire, Kaitlin E. Maloney, Esquire, Wilson Sonsini Goodrich & Rosati, P.C., Wilmington, Delaware. Attorneys for Defendant/Counterclaim- Plaintiff Plume Design, Inc. DAVIS, P. J. 1 The Court re ceived a req uest from the partie s to kee p cert ai n portio ns of the deci sion co nfi dentia l to De l. Super. Civ. R. 5(g) (4). The pa rties seek c onfide ntial treat ment onl y as to cert ain fac ts and not to a ny subs tanti ve port ion of the decisio n. Afte r re view, the Court fi nds the parti es’ re ques t compli es wi th Del. Super. Civ. R. 5(g)(4) and is redacti ng porti ons o f this deci sion as confident ial.

2 I. INTRODUCTIO N This is a civ il action a ssigned to the Complex Comme rcial L itigation Divisio n of the Court. Plai ntiff Naim Fah ri Diner s eeks d eclarat ory relief and damag es fro m his former employer, Defendant Plume Design, Inc. (“ Plume ”). 1F 2 M r. Diner f iled his Compla int with the Court on February 1 1, 2025. 2F 3 In Count I, M r. Diner req uests a d ecla ratory j udgment stating that (i) he properly retired his n ote with Plume; a nd (ii) he is not responsible for paying the tax co sts rel ated to surrendering his st ock options tied to the Secure d Promissory Note. 3F 4 In response, Plume f iled its Counterclaims and Answer to the V erified Complaint on March 1 1, 2025. 4F 5 In Counterclaim Count I, Plume requests a declaratory judgment that Mr. Diner did not properly retire his note with Plume. In support, Plume contends that (i) Mr. Diner had to pay any withholding tax before retiring the note; and (ii) Mr. Diner relied on an outdated valuation which mean t Mr. Diner did not retire the requisite number of o ptions. F 6 In Counterclaim Count II, Plume seeks a declaratory judgment that M r. Diner is liab le for th e tax costs assoc iated w ith exercising his stoc k options under the 2015 Stock Incentive Plan and subsequent Stock Option Agreements. 6F 7 M r. Diner filed his Ans wer to D efend ant’ s Counterclaims on March 31, 2025. 7F 8 Before the Court is M r. Diner ’ s Mot ion for Summary Judgment (the “Din er Mot ion”) filed on May 2, 2025. 8F 9 Also before the Court is Plume’ s Motion for Judgment on the Pleadings 2 See V erified Complaint for Declaratory Relief and Damages (hereinafter “Compl.”) (D.I. No. 1). 3 Id. 4 See id. ¶¶ 73 – 82. 5 See Defendant ’ s Countercla ims and Answer t o the V eri fied Complai nt (hereinafter “Counercl.”) (D.I. No. 7). 6 Countercl. ¶¶ 54 – 62. 7 Id. at ¶¶ 64 – 71. 8 Plaint if f ’ s Answer to Defe ndant’ s Counterc laims (D.I. No. 9). 9 Plaintiff / Counterc laim D efendant’ s Moti on for S ummary J udgment on C ount I of the V erifie d Complai nt (D.I. No. 13).

3 (the “Plume Motion”) filed on May 2, 2025. 9F 10 M r. Diner moves for summary judgment on Count I of the V erifi ed Complaint. 10F 11 Plume moves for judgment on the pleadings on the V erifi ed Complaint and its Counte rclaims. 11F 12 Both Motions are opposed, and the parties filed Answering Briefs on July 31, 2025. 12 F 13 The parti es filed Reply Briefs on August 21, 2025. 13F 14 T he Court heard oral arguments on the motions on November 14, 2025, at which time the Court took the matter under advi sement. 14 F 15 For the reasons stated below, the Court GRANTS in pa rt a nd DENIES in part the Diner Motion and GRANTS in pa rt a nd DENI ES in part the Plume Motion. II. BACKGROUND A. P AR TIES Plaintif f Naim Fahri D iner is a dual cit izen of the United States and the R epublic of Cyprus, currently residing in Zurich, Switzerland. 15F 16 Defend ant Pl ume is a D elaware C orporation with princ ipal exe cutive of fices in Palo Alto, California. 1 6F 17 Until November 21, 2024, M r. Diner served as the CEO of both Plume and a Swiss entity wholly owned by Plume. 17F 18 B. T HE A GREEMENTS Several ag reements govern t he is sues bet ween t he part ies —the 2015 Stock Incentive Plan (the “Plan”) and the stock option agreements upon issuance (the “Option Agreements”). 10 Defendant/ Counte rclaim Plai ntiff ’ s Motion for Judgme nt on the Ple adings (D.I. No. 12). 11 See Plainti f f/Count ercla im Defenda nt’ s Motion for Summ ary J udgment on Count I of t he V eri fied C omplaint. 12 Id. 13 Plaintiff/Counterc laim Defen dant’ s Answer ing Brief in Opposition to Defen dant/Counter claim Plaintiff ’s Motion for Judgm ent on t he Ple adin gs and Def endant /Count erclai m Pl ainti f f ’ s Answering Br ief in Opposition to Plaintiff/Countercla im Defen dant’ s Motion fo r Summary Judgm ent on C ount I of the V eri fied Complaint (D.I. No s. 18 and 19, respe ctivel y). 14 Plaint if f/Countercla im Defenda nt’ s Reply B rief i n Further Support of his M otion for S ummary J udgment on Count I of the V erified Compl aint and Defen dant/Countercl ai m Plai ntif f ’ s Repl y Brie f in Furt her Sup port of its Motion fo r Judgme nt on the P leadings (D.I. Nos. 20 an d 22, respe ctivel y). 15 D.I. 27. 16 Compl. ¶ 2 0. 17 Id. ¶ 21. 18 Id. ¶ 20.

4 Through these agreements, Plume granted M r. Diner stock options as part of h is overal l compensation. 18F 19 In 2022, Plume’ s B oard of Direc tors authorized M r. Diner to borrow funds from Plume. 19F 20 In connection with the loan, M r. Diner and Plume executed a Secured Promissory Note (the “2022 Note”), which was later amended on February 20, 2024 (the “2024 Note”). 20F 21 C. N A TURE OF TH E D IS PUTE M r. Diner co -found ed Plume, a company that spe ciali zes in “s mart ” home s. 21F 22 M r. Diner presided as the CEO and served as a board member since Plume’ s founding in 2015. 22 F 23 Plume granted M r. Diner stock options over the year s as compensation to M r. D i n e r. 23F 24 T o do this, Plume operated under the Plan and the Option Agreements. 24F 25 No one paid any tax when Plume granted the options to Mr. Diner. 25F 26 In 2022, Plume’ s B oard authorized M r. Diner to borrow $ [RED ACTED] from Plume. 26F 27 Plume secured the loan with M r. Diner ’ s stock and unexercised stock options in Plume. 27F 28 M r. Diner signed the 2022 Note in connection with the l oan. 2 F 29 In February 2024, the parties amended and extended the 2022 Note by entering into the 2024 Note. 29F 30 The Board voted to remove M r. Diner as CEO at a November 2024 meeting. 30F 31 On November 21, 2024, Plume’ s C hief Human Resources Of ficer sent a T erm ination Notice and 19 Countercl. ¶ 3. 20 Id. ¶ ¶ 2, 6. 21 Id. ¶ 2. 22 Compl. ¶ 2. 23 Id. ¶ 3. 24 Countercl. ¶ 3 25 Id. 26 Id. ¶ 38. 27 Compl. ¶ 6. 28 Id. 29 Id. 30 Id. ¶ 11. 31 Id. ¶ 15.

5 Garden L eav e let ter to M r. D i n e r. 31F 32 On November 26, 2024, M r. Diner emai led P lume d irector R yan Hinkle to advise M r. Hinkle tha t M r. Diner intended to pay the 2024 Note balance vi a surrender of vested but unexercised stock options. 32F 33 T he Board responded that it would only allow M r. Diner to exercis e his right to surrender the stock options if M r. Diner first advan ced the tax withholding obligation arising from the surrender. 33F 34 M r. Diner th en submitted the Re payment N otice to Plume on De cember 9, 2024, effective January 1, 2025. 34F 35 T he Repayment Notice purported to satisfy the 2024 Note through the surrende r of M r. Diner ’s stock options. 35F 36 M r. Diner maintaine d that his stock options cover ed the entire 2024 Note. 36F 37 Mr. Diner prem ised his pos ition on a Plume stock valuation of $ [REDACTED] pe r shar e. 37F 38 Mr. Diner based this number on a 409A valuation of Plume ef f ective April 15, 2024. 3 8F 39 Plume received an updated 409A valuation, effective January 1, 2025, that assigned a value of $ [REDACTED] p er shar e. 39F 40 M r. Diner did not pay any withholding tax obligation relating to the stock option surrender. 40 F 41 On December 13, 2024, Plume’ s counsel notified M r. Diner that M r. Diner could not pay the 2024 N ote with his stock options if he did not cover the tax withholding obligation before the surrender date. 41F 42 32 Countercl. ¶ 31. 33 Id. ¶ 33. 34 Id. ¶ 34. 35 Compl. ¶ 17. 36 Id. 37 Id. 38 Id. 39 Countercl. ¶ 51. 40 Id. ¶ 52. 41 Id. ¶ 55. 42 Compl. ¶ 1 7.

6 D. T HE R ELEV ANT C ONTRACT P ROVISIONS 1. The Plan Plume issued each stock option to M r. Diner under the Plan. 42F 43 Sectio n 11 of the P lan provides: An Optionee or Purchaser or his or her successor shall pay, or make arrangements satisfactory to the Board for the satisfaction of, a ny federal, state, loc al or foreign withholding tax obligations that may arise in c onnection with the Plan. The Company shall not be required to issue any Shar es or make any cash paymen t under the Pl an u ntil such obligations are sa tisfied. 43F 44 2. The O ption Agreements Each stock option issuance also came with an Option Agreement. 4 4F 45 T he Option Agreement s each i ncor porat e the Pl an’ s text. 45F 46 And e ach Option Agreement i ncludes language related t o tax pay ment s. 4 6F 47 Section 18 of the Option Agreements states: By accepting this Option, you a cknowledge that any tax liabilit y or other adverse tax consequences to you resulting from the gra nt of the Option will be the responsibility of, and will be borne e ntirely by, you. YOU ARE TH EREFORE ENCOURAGED TO C ONSUL T YOUR OWN T AX ADVISOR BEF ORE ACCEPTING THE GRANT OF THIS OPTION. 47F 48 Th is language in each Option Agreement Section 18 is identical. 48F 49 Moreover, each Option Agreement says: Y ou will not be allowed to exercise this Option unless you pa y, or make acceptable arrangements to pay, any taxes, social insurance contributions or simi lar amounts required to be withheld as a result of the Option exercise or the sale of Shares acquired u pon exercise of this Option. Y ou hereby authorize withholdi ng from payroll or any other payment due you from the Company or your employer to satisfy any such withholding tax obligation. 49F 50 43 Countercl. ¶ 1 8. 44 Id.¶ 18; Countercl. Ex. 1 § 1 1.1 (hereinafter the “Plan ”). 45 Id. ¶ 3. 46 Countercl. Ex. 2 (herei nafter the “O ption Agreement s”) § 1 9. 47 See Option Agree ments § 18. 48 Countercl. ¶ 18; Option Ag reements § 18. 49 See Option Agreements § 18; Coun tercl. ¶ 19 n.3. 50 Option Agre ements § 10(a).

7 This language is substantively identical across all Opti on Agre ements. 50F 51 3. The No tes In 2022, M r. Diner borrowed money fr om Plume and secured the loan with his st ock and unexercised stock options. 51F 52 M r. Diner and Plume execute d the 2022 Note as part of the loan. 52F 53 On February 20, 2024, M r. Diner and Plume entered into an amendmen t an d restatem ent of t he 2022 Note—i.e., the 2024 Note. 53F 54 T he 2024 Note extended the loan at a higher interest rate. 54F 55 The 2024 Note allows for payment with “cash, c ash equivalents, the surrender of shares of capital stock of the Company (“ Shares ”), or the surrender of vested and exercisable options to purchase the Company’ s common stock (“Options ”). ” 55 F 56 T he 2024 Note also states that: the value of any Option so surrendered will be equal to (x) the number of Shares subject to such Option multiplied by (y) the difference be tween (A) the Fair Market V alue of a share of the C ompany’ s common s tock at the time when the Option is surrendered and (B) the exercise price per share of the Option. 56F 57 Fair Mar ket V alue mean s “t he fair m arket val ue of a Share, as determined by the board of directors of the Company . . . which, (a) in the case of a share of the Company’ s common stock shall be: (i) the most recent fair value of the Company’ s common st ock as determined by an independent valuation firm that is qualified, independent of, and not affiliated with, the Company (a “ V aluation Firm ”) or (ii) if the Board determines that th e factual bases of the V aluation Firm’ s determination are no longer materially accurate and complete, then such other fair mark et val ue as th e B oard shal l determ ine[. ]” 57 F 58 51 See Option Agreements § 10(a); Countercl. ¶ 20 n.5. 52 Compl. ¶ 6. 53 Id. 54 Id. ¶ 11. 55 Id. 56 Id. Ex. A (hereinaft er the “20 24 Note”) § 2(b) (ii). 57 2024 Note § 2(b) (ii)(2). 58 Id.

8 The 2024 Note provides that the loan is nonrecourse. 5 8F 59 T he 2024 Note also contains an integr ation cl ause. 59F 60 III. P AR T IES’ CONTENT IONS A. T HE P LUME M OTI ON 1. P l u m e ’s Opening Br ief in Suppor t of its M otion f or Judgme nt on the P leading s. Plum e argues that M r. Diner ’ s payment notice is i neffective be cause M r. Di ner did not pay or arrange to pay all withholding taxes associated with his option surrender. 60 F 61 M r. Diner had to pay the applicable withholding tax to exercise his stock options since the Plan and Option Agree ments still app ly. 61F 62 Plume contends that th e notice of payme nt is insuf ficient becaus e it does not purport to surrender the number of options mandated by the 2024 Note. 62F 63 Plume also asserts that M r. Diner is responsible for paying the withholding tax under federal tax la w. 63 F 64 2. Mr. Din er ’ s A nswe ring Brief Mr. Diner provides that the 2024 Note does not obl igate him to pay withholding taxes upon surrendering his stock options. 64F 65 Mr. Diner argues that a surrender of o ptions is diffe rent from an ex ercise, and the surrendered options are sufficient to repay the 2024 Note entirely. 6 5F 66 59 See 2024 Note § 4 (“N otwit hstandi ng anyt hing t o the c ontra ry contai ned he rein, this Not e a nd the Pl edge Agreement shall be nonre cour se obl igati ons of Borr ower and shal l not give rise to a ge neral obligat ion of Borrower.”). 60 2024 Note § 5. 61 Defendant/ Counte rclaim Plai ntiff ’ s Opening Brie f in Suppo rt of its Moti on for J udgment on the Pleadin gs at 16 (hereinafter “Plume Op. Br.”) (D.I. No. 12). 62 Id. at 16 – 22. 63 Id. at 22 – 24. 64 Id. at 14 – 26. 65 Plaintiff/Counterc laim Defen dant’ s Answer ing Brief in Opposition to Defen dant/Counter claim Plaintiff ’s Motion for Judgm ent on t he Ple adin gs at 10 – 12 (here inafter “Diner Opp’n”) (D.I. No. 18). 66 Id. at 12 – 25.

9 3. P l u m e ’s Repl y Plume maintain s that Mr. Diner is obligate d to pay any inc ome tax o bligations tha t arise from his stock options, and the 2024 Note does not change this fact. 66F 67 Plume c laims that the 2024 Note does not eliminate the prior agreements relating to the stock options and that, under those agreements, Mr. Diner had to satisfy his tax withholding obl igations before retiring the 2024 Note with the stock options. 67F 68 Moreover, even if Mr. Diner properly retied the 2024 Note, Mr. Diner still has to pay the withholding taxes associated with the stock options. 68F 69 B. T HE D INER M OTION 1. Mr. Diner ’s Opening Br ief M r. Diner claims he does not have to pay the withholding tax because the 2024 Note allows a cashless payo ff. 69F 70 M r. Diner maintains that, since the 2024 Note is nonrecourse, the parties d id not conte mplate that M r. Diner would have to make a cash payment to ret ire the 2024 Note. 7 0F 71 Further, M r. Diner asserts that his stock surrender collectively paid off the Note and accumulat ed int erest. 71F 72 M r. Diner points out that Plume’ s ar gument is f lawed for a t le ast two reaso ns. First, this was a n option sur render — not an exerci se — so the Option Agreements d o not require any tax payment by M r. D i n e r. 7 2F 73 In support, M r. Diner highlights the doctrine of independe nt legal 67 Defendant/ Counte rclaim Plai ntiff ’ s Reply Brief i n Furthe r Support of i ts Mot ion for J udgment on t he Pleadings at 5– 10 (hereinafter “Plume Reply”) (D.I. No. 22). 68 Id. at 1 0–22. 69 Id. at 22. 70 Plaint if f/Countercla im Defenda nt’ s Opening Br ief in Support of his M otion for Summ ary Judgment on Count I of the V er ified Comp laint at 1 1 – 14 (hereinafter “D iner Op. B r.”) (D.I. No. 13). 71 Id. a t 11 – 14. 72 Id. at 15 – 16. 73 Id. at 16 – 17.

10 signi ficance. 73F 74 Second, the 2024 Note supersedes any other document that purports to impose additional conditions, as it contains an integration clause. 74F 75 2. P l u m e ’s An swerin g Brief Plume continue s to maint ain tha t M r. Diner is lia ble for the tax payme nt associate d with the stock options. 75F 76 Plume points out that M r. Diner must pay the applicable taxes under federal tax law. 76F 77 Moreover, both the Plan and Option Agre ements require M r. Din er to pay the tax, and M r. Diner practically exercised his stock options when he trie d to pay off the 2024 Note. 77F 78 Plume also contends that the integration clause does not nullify the Plan and Option Agreements regarding the tax payment. 78F 79 Plume says that the nonrecourse language is irrelevant to M r. Diner ’ s claims. 79F 80 Plume reite rates th at M r. Diner has not surrendered enough options to satisfy the Note. 80F 81 Finally, Plume a r gues that the Court should deny M r. Diner ’ s Motion for Summ ary Judgment since the Motion relies on factual assertions contained in Diner ’ s Affidavit, and Plume disputes these m aterial f acts. 81F 82 Specifi cally, Pl ume chall enges t he value o f the s tocks wit h its m ore recent valuation. 82F 83 74 Id. at 17 – 18. 75 Id. at 18 – 20. 76 Defendant/ Counte rclaim Plai ntiff ’ s Answering Br ief in Oppos ition to Plai ntif f/Countercl aim Defendant ’ s Motion for Summa ry Jud gment o n Count I of t he V erified Com plain t at 10 (herei nafter “P lume Opp’n”) (D. I. No. 19). 77 Id. at 10 – 15. 78 Id. at 16 – 18. 79 Id. at 18 – 19. 80 Id. at 16 – 18. 81 Id. at 19 – 22. 82 Id. at 22 – 25. 83 Id.

11 3. Mr. Diner ’s Reply Mr. Diner suggests that the 2024 Note does not require him to pay the withholding tax obligation as a condition to surrendering his options to repay the 2024 Note. 83F 84 Mr. Diner reiterat es th at the ot her ag reements a re irr elevant becaus e the 2 024 Not e cont ains a m erger clause. 84F 85 Finally, Mr. Dine r conc ludes that he is e ntitled to summary judgme nt since Plume failed t o raise a genui ne di spute o f material fact o n the issue of the value of the options. 85F 86 On this, Mr. Diner highlights the fac t that Plume did not submit its more recen t valuation by af fidavit as required by Superior Court Rule of Civil Proc edure 56. 86F 87 IV. ST ANDARD S OF REVIEW A. J UDGMENT ON THE P LE ADINGS T o resolve Plume ’ s Motion for Judgment on the Pleadings under Delaware Superior Court Civil Rule 12(c), “a trial court is required to view the facts pleaded and the inferences to be drawn from such facts in a light most favorable to the non-moving party.” 87F 88 Courts may grant a motion for judgment on the pleadings only when no material issue of fact exists, and the movant is en titled to judg ment as a matter of law. 88F 89 If a non - movant’ s claim presents a reasonabl y con ceivab le cl aim on t he face o f its co mpl aint, courts will deny a motion for judgment on the pleadings. 89F 90 Often, “judgment on the pleadings ca n be a proper vehicle for enforcing unambiguous contracts because there is no need to resolve material disputes of fact.” 90F 91 84 Plaint if f/Countercla im Defenda nt’ s Reply B rief i n Further Support of his M otion for S ummary J udgment on Count I of the V erified Compl aint at 3 – 4 (herei nafter “D iner R eply”) (D.I. No. 20). 85 Id. at 4 – 11. 86 Id. a t 11 – 15. 87 Id. 88 Deser t Equit ies, Inc. v. Mor ga n Stanley Lever aged Eq uity F u nd, II, L.P., 624 A.2d 1 199, 1205 (Del. 1993). 89 Id. 90 See Aequitas Sols, Inc. v. An der son, 2012 WL 29033 24, at *2 (De l. Ch. Ju ly 10, 2012) (“The governi ng plea ding standar d for a m otion to dis miss under Rule 12(b)(6) is reasonabl e conce ivabil ity. This reas onable c onceiva bility standar d asks w hether t here i s a possibil ity of rec overy.”) (clea ned up). 91 Fortis Advisors, LLC v. Boston Dynami cs Inc., 202 5 WL 1356521, a t *4 (D el. Supe r. Apr. 29, 2 025).

12 T owards this end, the Co urt must determine “whether the ‘provisions in controversy are reasonably or fairly susceptible of dif fe rent interpretations or may have two or more dif ferent meanings.’” 91F 92 If the contract’ s relevant provisions are unambiguous, judgment on the pleadings may be war ranted. 92F 93 B. S U M M A RY J UDGME NT The standard of review on M r. D i n e r ’s Motion for Summary Judgment is well- settled. The Court’ s principal function when considering a m otion for summary judgment is to examine the reco rd to d etermin e wheth er genuin e is sues o f materi al fact exist, “but not t o decide s uch issues.” 93F 94 T he cour t will grant s ummary judgment if, af ter viewing the record in a light most favorable to a non-moving party, no genuine issues of material fact exist and the moving party is entitled to jud gment as a matter o f law. 9 4F 95 If, how ever, the r ecord r eveals that m aterial fa cts are i n dispute, or if the factual record has not been developed thoroughly enough to allow the Court to apply the law to the factual record, then summary judgment will not be granted. 95F 96 T he moving party bears the initial burden of demonstrating that the undisputed facts support his claims or defenses. 96F 97 If the motion is properly supported, then the burden shifts to the non-moving party to demonstra te that th ere are material issue s of fact for the res olution by the ultimate fact - finder. 9 7F 98 92 Lillis v. A T&T Corp., 904 A.2d 325, 330 (De l. Ch. 2006) (q uoting R hone - Poul enc Bas ic Chems. v. Am. Mot oris ts Ins., 616 A.2d 1 192, 1 196 (De l. 1992)). 93 See id. 94 Merrill v. Cr o thall - American Inc., 606 A.2d 96, 99 (De l. 1992) (inte rnal citations omitted); O live r B. C annon & Sons, Inc. v. Dorr - Oliver, In c., 312 A.2d 322, 325 (Del. Su per. 1973). 95 Oliver B. Cannon & Sons, Inc., 312 A.2d at 325. 96 See Ebers ole v. Lowengrub, 180 A.2d 467, 470 (De l. 1 962); see also Cook v. City of Harr ington, 1990 W L 35244, at *3 (Del. Super. Feb. 22, 1 990) (ci ting Ebersole, 180 A.2d at 467) (“Summar y judgment wi ll not be grant ed unde r any circums tance s when the re cord indicat es . . . t hat it is des irable to i nquire more t horou ghly i nto the facts in orde r to clarify the applicatio n of law to the cir cumstanc es.”). 97 See Moor e v. Siz emor e, 405 A.2d 679, 680 (Del. 197 9) (citing Eb ersole, 180 A.2d at 470). 98 See Brzo ska v. Ols o n, 668 A.2d 1355, 1364 (De l. 1995).

13 V. DISCUSS ION A. M R. D INER D OES N OT H AV E TO P A Y TH E W I THHOL DING T AX A S A P RERE QUISITE TO R ETIRE THE 2024 N OTE. 1. The Note’ s int egration clause does not wipe out the Plan and Option Agreements. Under D elaware l aw, a bi nding and completely integrated agreement “dischar ges p rior agreements to the extent that they are within its scope.” 98F 99 Under the parol evidence rule, the Court cannot consider evidence of a prior contradictory agreement to modify an integrated contract ’ s terms. 99F 100 A contract with an integration clause supersedes any prior agreement ’ s terms covering the sam e sub ject m atter. 10 0F 101 If the pr evious agreement and subsequent agreement cover the same subject matter, and the subsequent agreement has an integration clause, then the preceding agreement must be memo rialize d to survive. 101F 102 T echno -X USA In c. v. Sp artan For ge LLC 102 F 103 is instructive. There, the parti es disputed whether an integ ration clause in an LLC agreement extinguished a prior term sheet agreem ent. 103F 104 T o resolve the dispute, the Court of Chancery had to determi ne whether binding term sheet provisions fell within or outside the LLC agre ement’ s subject matter. 10 4F 105 T he Court of Chancery rul ed that the LLC agreement did not extinguish the term sheet’ s bi nding 99 See Focus Fi n. Par tners, LLC v. Holsopple, 241 A.3d 784, 8 22 (Del. C h. 2020) (citing Restatement (Second) of Contracts § 213 (2) (A.L.I. 198 1)). 100 Park7 Stud ent Hous., LLC v. PR III/ Park7 SH Holdi ngs, LLC, 340 A.3d 614, 61 8 (Del. Ch. 2025); see 11 W illiston o n Contracts § 33:1 (4th ed.) (“The parol evidence rule is a subs tantive rule of la w that prohibi ts t he admiss ion of evide nce of prio r or co ntemporaneous oral agreement s, or p rior wri tten a greements, whose ef fect is to add to, vary, modify, or contra dict the ter ms of a w riting whic h the part ies i nten d to be a fina l, comple te, a nd exclusive statement of their agreement.”). 101 Id. 61 8 – 19 (c iting Fairs tead Cap. Mgm t. LL C v. Blodgett, 288 A.3d 72 9, 760 (Del. Ch. 2023)). 102 Id. at 19. 103 2025 W L 1625387 (Del. C h. J une 9, 2025). 104 Id. at *5. 105 Id. at *6.

14 provisions. 105F 106 In doing so, t he Cou rt differenti ated t he sub ject mat ter of th e s eparat e contract s. 10 6F 107 First, t he Court of Chancer y recogn ized th at th e LLC agreement g overn ed in ternal a ffairs, management, and member relationships. 107F 108 On the other hand, the term shee t addres sed an investment and outlined the purchaser ’ s and invest or ’ s relationship. 108F 109 Secon d, the Court of Chancery consi dered th at t here were di fferent par ties in each agreem ent, an d the LL C agre ement was silent on subjects addressed in the term sheet’ s binding provisions. 109 F 110 As a res ult, t he Court of Chancery held that the integration clause did not extinguish the term sheet’ s binding provisions that addressed issues beyond the LLC agreement’ s subject matter. 110F 111 Here, the Plan and Option Agreements cover a differ ent subject matter than the 2024 Note. The Plan and Option Agreements cover Plume’ s stock issuance to M r. Diner as compensation. The Plan and Option Agreements also outl ine the procedures for e xercising the options. Importantly, the Plan and Option Agreements cover the tax con sequ ences from exercising stock options. In c ontrast, the 2024 Note covers how M r. Diner can repay his loan with his stock options, the 2024 Note’ s term, interes t rate and p enalt ies, an d Pl ume’ s remed ies for nonpayment. The 2024 Note does not have a tax payment provision. T he 2024 Note’ s i ntegrat ion clause st ates: This Note amends and restate s in its entirety the O riginal Note. This Note, together with the Pledge Agreement, constitut es the entire agreement and understanding between the p arties with r espect to the subject matter he r ein and supers edes all prior written and oral agreements, discussions, or r epresentations between the parti es. 11 1F 112 106 Id. at *7. 107 Id. at *6. 108 Id. 109 Id. 110 Id. at *7. 111 Id. 112 2024 Note § 5 (emphasis added).

15 As discussed, the 2024 Note relates t o a differe nt subject matte r than the Plan and Option Agreement s. The Origi nal Note cove red th e same subj ect matter, an d the integration clause supersed es the Origina l Note. T he P lan and Option Agreements, and their tax provisions, are n ot extinguished by the 2024 Note because they cover a dif ferent subject ma tter than the 2024 Note. 112F 113 2. T he prior agreements and 2024 Note do not require Mr. Din er to pay any tax obligations befo re surrendering stock options to retire the 2024 Note. T o int erpret a contra ct, D elaware co urts read th e agreem ent as a whole and enforc e the plain meaning of clear and unambiguous language. 113F 114 Unambiguous language is reasonably susceptible to one interpretation. 114F 115 Contract language does not have to be perfectly clear for the court to deem an interpretation as the only reasonable interpreta tion. 11 5F 116 Ambiguity exists when a contract provision is fairly susceptible to dif fering interpretations. 116F 117 “Where no ambiguity exists, the contract will be interpreted according to the ‘ordinary and usual meaning’ of its terms.” 11 7F 118 The Plan and Option Agreements make M r. Diner respon sibl e for the tax es associ ated with exer ci sing his stock options. T he Plan states that an Optio nee “sh all pay, or mak e 113 See Fairs tead Capital M gmt. LLC, 288 A.3d at 760 (“W hen a ‘ subseque nt a greeme nt’ contain s a valid inte gration clause, it ‘supersedes’ the terms of an y prior agreement covering the same subject matter.”); Skold v. Galderm a Labs. L.P., 917 F.3d 18 6, 194 (3d Cir. 2019) (findin g that, u nder Penns ylva nia law, an integrat ion clause onl y superseded agreements with the same subject matter); Kr eis s v. McCown DeLee uw & Co., 37 F. Supp. 2d 294, 30 1 (S.D.N.Y. 1999) (h olding that, under New Y ork law, provisi ons i n a new agre ement super seded pr ovisions in an older agreement only to the extent that they covered t he same subject matter even where the new agreement containe d mer ger and inte grati on clauses pro viding t hat the agree ment “s upers edes a ll prior arrangements or understa ndings. . . with res pect theret o”); Int ’l T alent Gr p., Inc. v. Copyri ght Mgmt., Inc., 629 F. Supp. 587, 5 92 (S.D.N.Y. 1986) (“If, in fact, the two agreements are separat e, a merger clause in one contract would not incorporate all pri or deali ngs be tween t he part ies, but rathe r only those r elating to the subjec t matt er of the contract c ontaining the merger clause.”). 114 Origis U SA LLC v. Great Am. Ins. Co., 345 A.3d 936, 952 (Del. 2025). 115 Id. 116 Id. 117 Id. 118 Thompson St. C ap. Partne rs I V, L.P. v. Sonova Unit ed States He aring Ins trum ents, L LC, 340 A.3d 1 151, 1 166 (Del. 202 5) (quoti ng T own of Cheswold v. Cen. Delaw are Bus. Par k, 188 A.3d 810, 820 (Del. 2018)).

16 arrangements satisfactory to the Board for the satisfaction of, any federal, state, local, or foreign withholding tax obligations that may arise in connection with the Plan.” 118F 119 Addit ionally, the Option Agreements provide that the holder is “not allowed to ex er cis e this Option unless you pay, or make a cceptab le arran gemen ts to pay, any t axes requi red t o be with hel d as a res ult of the Option exercise or the sale of Shares acquired upon exercise of this Option.” 119F 120 The 2024 Note gives Mr. Diner four ways to retire the 2024 Note. Under the 2024 Note, Mr. Diner can make payment with: (1) cash; (2) cash equivalents; (3) the surrender of shares of capital stock of the Company; or (4) the surrender of vested and exercisable options to purchase the Company’ s common stock. 12 F 121 U tilizing the fourth option, Mr. Diner seeks to s urrender his vested and exercisable options to purchase Plume stock, thereby giving up his options without exercisi ng those options. So, Mr. Diner surr ender ed stock options that were exercisable, without exercising those options. The contracts do not define surrend er, ex ercis e, or exercis able. If a contract does not define terms, D elaware courts look to dictionary definitions to find the plain meaning. 121F 122 Black’ s L aw Dicti onary defines ex ercis e as “[t ]o mak e use of; t o put into a ction ” or “[t]o implement the terms of; to exec ute .” 122F 123 Merriam - W ebster ’ s Dictionary defines surrender as “the action of yielding one’ s person or giving up the 119 The Plan § 1 1.1. 120 Option Agre ements § 10(a) (empha sis added). 121 See 2024 Note § 2(b)(i i) (emphas is added). 122 See Illinois Nat’l Ins. C o. v. Har man Int’l I ndus., Inc., 20 26 WL 204209, at *10 (De l. Ja n. 27, 2026) (loo king t o both Merriam - W ebster’ s Dicti onary and B lack’ s Law Di ctionary to asce rtain t he plain mea ning of undefi ned contract terms); Lorill ard T obacco Co. v. Am. Le gacy Fou nd., 903 A.2d 7 28, 738 (Del. 20 06) (“Under w ell - settled case law, Delaware courts look to dictionaries for assistance in determining the plain meani ng of terms which are not defined in a contract.”); see al so In r e Solera Ins. Coverage Appeals, 240 A.3d 1 121, 1 132 (Del. 202 0) (“This Cour t often lo oks to diction aries to ascertain a ter m’ s plain m eaning. ”). 123 Exer cise, Black’ s Law Di ctionary (12th e d. 2024).

17 possession of something especially into the power of another.” 12 3F 124 Merriam - W ebster ’ s Dictionar y also defines the suffix -able as “capable of, fit for, or worthy of (being so acted upon or toward). ” 12 F 125 Exercisable does not mean that Mr. Diner had to have exercised the options before surrendering them. The stock options had to be capable of being exercised to be surrende red, or given up, under the 2024 Note. 125F 126 T he Plan and Option Agreements add ress M r. Diner ’s tax liability th at may arise fro m exercising or surrendering his stock options; however, th ose agre ements do not require him to pay taxes before surrendering the options pursuant to the 2024 Note. In fact, the Option Agreements provide that the Options “shall accelerate and be deemed vested and exercisable in full” upon triggering events. 126F 127 Importantly, Plume does not contend that thes e event s h ave not h appened. Becau se the trigg ering events had occurred, Mr. Diner ’ s stock options were vested and exercisable when he retired the 2024 Note by surrendering his stock options, which is distinguishable from exercising stock options. The Plan and Option Agreements do not require Mr. Diner to pay any withholding obligation as a prerequisite to exercise his stock options. The Plan says that Mr. Diner has to “pay, or make arrangements satisfactory to the Boar d for the satisfaction of . . . withholding tax obligations that may arise in connection with the Plan.” 127F 128 The Option Agre ements provide that Mr. Diner is not “allowed to exercise this Option unless you pay, or make accepta ble arrangements to pay any ta xes . . . re quired to be withheld as a result of the Option Exercise.” 128F 129 124 Surr ender, Merriam - W ebster’ s Dictionary (last assessed Feb. 19, 2026), https://www.m erriam - webst er.com/dictiona ry/surre nder. 125 A ble, Merriam - W ebster ’ s Dictionary (last accessed F eb. 19, 2026), http s://www.merria m - webster.co m/diction ary/ab le. 126 2024 Note § 2(b) (ii). 127 See Option Agreements (it is unclea r which page or secti on thi s provis ion is on in the Opti on Agreements bas ed on how the Option Agree ments are scanned, but the p rovisi ons c oncern accele ration o f vesting up on cha nge in control eve nts). 128 The Pl an § 1 1.1 (emphas is a dded). 129 Option Agre ements § 10(a) (empha sis added).

18 This language does not require any withholding to be tendered as a condit ion pr ecedent to exercise, nor does it require Mr. Diner to actually pay the withholding obligation before exercisi ng. The agreem ent s allow Mr. Diner t o make ar rang ements satisf actory to the B oard and still exercise the stock options, without paying any withholding obligation at the time of exercis e. 129F 130 In addition, Mr. Diner did not practically exercise his stock options by surrendering them to retire the 2024 Note, as Plume suggests. 130F 131 T rue, the stock options that belonged to Mr. Diner were trans ferred to P lume upon surrender, and thi s was done to pay of f the 2024 Note due to Plume. But the 2024 Note also allowed Mr. Diner to retire the 2024 Note by surrendering stock, rather than options. If surrendering stock options is the same as exercising, then surrendering options would be no differe nt from sur renderin g st ock, since both would require the transfer of owned stock. Delaware courts read contracts “as a whole and we will give each provision and term effect, so as not t o ren der any p art of t he con tract m ere su rplusag e.” 131F 132 Accordingly, Mr. Diner ’ s stock options were vested and exercisable, and he did not have to pay any withholding requirem ent as a conditio n precedent to retiring the 2024 Note. 130 See W alter v. C.I.R., 2007 WL 14634, at *6 (T.C. Ja n. 3, 200 7), aff ’d, 286 Fe d. Appx. 445 (9th C ir. 2008) (interpre ting simi lar langua ge in a st ock optio n plan to not requi re a pa yment of withh olding tax to e xercise st ock options). 131 Plume Opp’n at 16 – 18. 132 Kuhn Cons t., Inc. v. Diamo nd Stat e Port Corp., 99 0 A.2d 393, 39 6 – 97 (Del. 2010) (cit ing Ene r gy Partner s, Lt d. v. Stone Ene r gy Corp., 2006 WL 2947483, a t *13 (Del. Ch. O ct 1 1, 2006)).

19 B. M R. D INER IS L IABLE FOR H IS O WN I NCOME T AX L IABILITY B ASED ON F EDERAL T AX L AW AND IS L IABLE F OR A N Y W ITHH OLDIN G R EQUIREM ENT T H AT M AY A RISE F R OM H IS S TOCK S URRENDER U NDER THE P LAN 1. Mr. Diner must pay any income tax arising from the stock option surrender under federal tax law. Under the Internal Revenue Code (“IRC”), t axpayers are required to include in their gross income “al l inco me fro m whatev er sou rce derived [.]” 132F 133 T he term “gross income” is “broad enough to include in taxable income any economic or financial benefit conferred on the employee as compensation, whatever form or mode by which it is ef fected.” 133F 134 Courts give “a liberal construction to this broad phraseology in recognition of the intention of Congress to tax all gai ns except those s pecif ically ex empted.” 134F 135 Generally, granting stock options is not a taxable ev ent. 135F 136 But a taxable event occurs when the taxpayer exercises the option, resulting in a sale of s hares t o the em plo yee. 136F 137 A taxpay er is re sponsible for “any gain resulting from the exercise, surrender, or di sposition thereof as compensation.” 137F 138 T hus, Mr. Diner is responsible for any income tax liability or ca pital gains ta x that results f rom exe rcising or sur renderin g his stock options under federal tax law. But this liability is different fr om an employer ’ s duty to withhold. 133 26 U.S.C. § 61(a). 134 C.I.R. v. LoBue, 3 51 U.S. 2 43, 247 (1956) (quoting C.I.R. v. Smith, 324 U.S. 17 7, 181 (1945)). 135 C.I. R. v. Glen sha w Glass Co., 348 U.S. 426, 43 0 (1955). 136 See LoBue, 351 U.S. a t 249. 137 See i d. 138 Enos v. C. I. R., 31 T.C. 100, 107 (1958) (citin g Smith, 324 U.S. 177); Kunsman v. Comm’ r of Internal R even ue, 1967 W L 12 72 (T.C. Nov. 2, 1967) (“Since the ve ry purpose of t he opt ions whe n iss ued wa s compens atory, then what he re alize d when he sur rendere d the optio ns was compe nsati on or ordina ry income.”); see als o Milla r v. C. I. R., 577 F.2d 212, 21 5 (3d C ir. 1978) (“H aving subs tantially re duced the adjusted bas is of their stock i n this manner a nd ther eaft er surre nderi ng thei r devalued s tock in e xchange for the ca ncell ation of t heir indebtedness, the taxpayers clearly realized taxab l e gain e qual to the val ue of t he c ancell ed obli gation, less the adjust ed basi s of thei r surr endered stock.”).

20 2. Mr. Diner is contractually bound to pay, or make satisfactory arrangement to pay, any withholding requirement arising from the stock option surrender under the Plan. The Unit ed Stat es inco me t ax syst em is a pay - as -you-go syst em. 138F 139 T axpayers must pay their t axes as th ey rec eiv e income. 139F 140 T o accomplish this, employers are required to withhold a portion of employee wages for the federal government as employees receive taxable income in the form of wages. 140F 141 T he withholding requirement is not a tax itself. Instead, withholding is a system or method of tax collection by the federal government. 14 F 142 IRC Section 3402 requires e mployers to withhold taxes when making a payment of wages. 142F 143 T he I RC broadly defines “wages” as “all remuneration . . . for services performed by an employee for an employer . . . .” 143F 144 T hat section exclud es several items f rom the defin ition of wages. 144F 145 T he exclusions do not include an employee exercising stock options. 145F 146 IRC Section 3403 says, “[t]he employer shall be liable for the payment of the tax required to be deducted and withheld under this chapter, an d shall not be liable to any person for the amount of any such payment.” 146F 147 An employer is “duty bound and legally obligated to withhold from wages and pay the Internal Revenue Service the amounts prescribed by the [IRC].” 14 7F 148 Indeed, if the employer retains the sums withheld, the employer is liable to the federa l 139 See Davis v. C.I.R., 2008 WL 4703706, at *4 (T.C. Oct. 27, 2008); see a lso T opic No. 30 6 Penalty for Underpaym ent of Es timated T ax, https://www.irs.g ov/tax topics/tc306 (last visited Feb. 19, 2026). 140 T opic No. 306 Pe nalty for Un derpaym ent of Es timated T ax, https://www.irs.go v/taxtop ics/tc306 (last visited Feb. 19, 202 6). 141 See Davis, 2008 W L 4703706, at *4 (T.C. Oct. 27, 20 08). 142 See id. at *4 n. 8 (quoti ng R ev. Rul. 60 - 220, 1960 - 1 C.B. 39 9 (IRS RRU 1960)) (“Thus, income tax wi thhol ding is a syst em or metho d of tax coll ection and not a tax i n its elf.”). 143 26 U.S.C. § 3402 (a)(1); W ilmington T r. Co. v. Barr on, 470 A.2d 257, 263 (Del. 19 83). 144 26 U.S.C. § 3401 (a). 145 See 26 U.S.C. § 340 1 (a)1 – 23. 146 See id. 147 26 U.S.C. § 3403. 148 Lukes v. Goit, 430 P.2d 60 7, 609 (W yo. 1967) (citing.S. Fid. & Guar. Co. v. United States, 201 F.2d 1 18, 1 19 (10th Ci r. 1952)).

21 government for that amount. 148F 149 T he amount withheld from an employee’ s wages shall be allowed to the employ ee as a c redit on their in come tax liab ility. 149F 150 Federal tax law recognizes two types of options: stock options designed to comply with specifi c IRC sections (“Statutory St ock Options”); and stock options that do not comply with these provisions (“ Non -Statutory Stock Options ”). 150F 151 Statutory Stock Options come in the form of either incentive stock options that comply with Section 422 or employee stock purchase plans that comply with Section 423. 151F 152 Statutory Stock Options receive favorable tax treatment and, if there is a qualifying disposition, no income in the form of wages results, and employers are generally not subject to withholding requirements. 152F 153 Statutory Stock Options held for the minimum period are sa id to have a q ualifying d isposition and re ceive the bene ficial tr eatment. 15 3F 154 Non -Statutory Stock Options typically must be included in a taxpayer ’ s gross income only at the exercis e date. 154F 155 Conversely, exercising Statutory Stock Options is not a taxable event for regular tax purposes. 155F 156 “If the transfer of a share of stock to an individual pursuant to his exercise of an option would otherwise meet the requirements of section 422(a) or 423(a) . . . . No amount shall be required to be deducted and withheld under chapter 24 with respect to any increa se in income a ttributable to a disposition desc ribed in the preceding sentence” 156F 157 Here, t he parties did not identify in their briefing whether these stock options were statutory or non-statutory. Except for the June 6, 2017 Grant Option Agreement, all the Option Agreement s say that t hey are “ Incentive Stock Options[s]” as opposed to “Nonstatutory Stock 149 W ilmingt on T r. Co., 470 A.2d at 263. 150 U.S. Fid. & Guar. Co., 20 1 F.2d at 1 19. 151 W eiss v. Swa nson, 948 A.2d 433, 4 38 (Del. Ch. 2008). 152 See 26 U.S.C. §§ 42 1- 23. 153 26 U.S.C. § 421. 154 See 26 U.S.C. §§ 422(a), 42 3(a). 155 LoBue, 3 51 U.S. at 248. 156 In r e P avlosky, 256 Fe d. Appx. 69 0, 693 (5th Ci r. 2007). 157 26 U.S.C. § 421(b).

22 Options.” 157F 158 Section 1 of t he O ption Agr eements provides that the options are intended to be “either an incentive stock option intended to meet the requirements of section 422 of the Internal Revenue Code . . . or a non-statutory option . . . .” 158F 159 T he Plan states that the options “may constitute incentive stock options or nonstatutory stock options.” 159F 160 On this record, the Court is unsure whether there is a withholding requirement. But if there is, Plume would be liable f or this withholding mandate to the In tern al Revenu e Serv ice un der fed eral t ax law. An d, Mr. Diner h as a legal obligation to pay the withholding requirem ent to Plume under the terms of the Plan. The Plan provides that: An Optionee or Purchaser or his or her successor shall pay, or make arrangements satisfactory to the Board for the satisfaction of, a ny federal, state, loc al or foreign withholding tax obligations that may arise in connection with t he Plan. The Company shall not be required to issue any Shar es or make any cash paymen t under the Plan until such obligations are satisfied. 160F 161 “In connection with” means “in relation to (something): for reaso ns that relat e to (something).” 161F 162 Delawar e court s have in terp reted s imil ar langu age bro adly. 162F 163 The Plan’ s purpose “is to offer sel ect ed servi ce prov iders t he opportunity to acquire equity in the Company through awards of Options (which may constitute incentive stock options or nonstatutory stock options) and the award or sale of Shares.” 163F 164 As such, the Plan gen erates the stock options, and the Option Agreements and the Plan broadly cover the award of stock options to employees and 158 See Option Agree ments. 159 Option Agre ements § 1. 160 The Plan § 1. 161 The Pl an § 1 1.1 (emphasis added). 162 In connect ion wi th, Merriam - W ebster ’ s Dictionary (last accessed Feb. 19, 2026), http s://www.merria m - webst er.com/dictiona ry/in%20 connection%2 0with. 163 See Cit y of N ewark v. Donald M. Durk in Cont racti ng, Inc., 305 A.3d 674, 680 (Del. 2023) (int erpreti ng “re lati ng to” as a phrase that “sweeps broadly” and is a “paradigmatic ally b road term”); see also De L ucca v. KKA T Mgmt., L.L.C., 2006 WL 224058, at * 10 (Del. C h. Jan. 23, 200 6) (desc ribing the prepos itiona l phr ase “relat ing to” as one of the “far - reac hing t erms o ften used by la wyers w hen the y wi sh to ca pture t he broadest pos sibl e univers e ”); Lillis v. A T&T Corp., 904 A.2d 325, 331 (De l. Ch. 2 006) (describi ng the term “r elati ng to” as “un questionabl y broad i n reach”). 164 The Plan § 1.

23 Mr. Diner. W ithout t he Plan, Mr. Diner would have no stock options to surrender to settle the 2024 Note. Mr. Diner surrendering the option to acquire equity in Plume is conn ected to the Plan’ s purpose, and his claim in this action would not arise without the Plan ’ s exi stence. Thus, Mr. Diner surrendering these options is connected to the Pl an, and Mr. Diner is contractually bound to pay any withholding tax that arises from his stock surrender. 16 4F 165 The Plan does not require Mr. Diner to pay any withhol ding obligation before surrendering his stock options to retire the 2024 Note. Plume does not have to issue shares or pay cash before Mr. Diner pays any withholding obligation. 165 F 166 But Plume is not doing either of these act ions. Plume is acce pting the unexercised options, and there is no associated transfer of stock o r cash by Plume. 3. Mr. Diner ’ s ot her ar gument s to esch ew th e Plan ’s withholding oblig ation fail. Mr. Diner posits that the 2024 Note allows for a cashless — and withholding obligation- less — payof f sinc e it is a nonrecourse loan. 166F 167 M r. Dine r claims th at this provision shows that the parties did not contemplate that Mr. Diner would have to go “out of pocket” to pay off the 2024 Note. 167F 168 T he Court agrees that the 2024 Note is nonrecourse. 168F 169 In the event of a default, Plume’ s recover y is limited to the Pledged S ecurit ies. 16 F 170 If the options do not cover the loan, then Plume’ s recovery is limited to the Pledged S ecurities, and M r. Diner is not personally liable 165 See Parfi Hol ding AB v. Mirr or Image Internet, Inc., 81 7 A.2d 149, 157 – 159 (Del. 2 002) (holding that the breadth of claims “in connection with ” an agreeme nt t urned on whethe r the claims would be as sertable had there been no agreement). 166 The Plan § 1 1.1. 167 Diner Op. Br. at 11 – 14. 168 Id. 169 2024 Note § 4. 170 See Nonr ecourse, B lack’ s Law Di ctiona ry (12th e d. 20 24) (“Of, relating t o, or i nvolvi ng a n obligat ion t hat can be sati sfied onl y out of the c ollat eral s ecuring t he obl igati on an d not out of the debt or ’ s o ther assets.”); see also I n re Montgomer y W ar d, LLC, 634 F.3d 732, 74 0 (3d Cir. 201 1) (“A claim secure d by a non rec ourse s ecurit y interes t is, by defini tion, enforcea ble only agains t the debtor’ s propert y. A claim se cured by a recours e security int erest is enforcea ble against both the colla teral a nd, to t h e extent the clai m exceeds the value of the collateral, against the debtor.”).

24 for any outstanding balance. This does not mean t he 2024 Note overrides any withholding obligations from the Plan if Mr. Diner ret ire s th e 2024 Note with his stock options. Mr. Diner submits that the doctrine of independent legal significance makes the Plan and Option Agreements inappli cable to the 2024 Note. 17 F 171 Under the doctrine, statutory restraints applicable to one form of a transaction do not apply to a dif ferent form of transaction undertaken pursuant to separate statutory authority. 171F 172 Here, Mr. Diner ’ s obligations arise under separate private contracts and do not involve any statutes or the Delaware General Corporation Law. As such, this doctrine is inapplicable. C. A T T HIS S TA G E, T HE C O U RT C ANN OT D ETERMINE W HETH ER M R. D INE R S URRENDERED THE R EQUIRED N UMBER O F S TOC K O PTI ONS TO R ETIRE THE 2024 N OTE I N F UL L. The Court has discretion to deny summary judgment as a prude ntial matte r. 172F 173 Also, the Court is not obligated to grant a summary judgment. 173F 174 The C ourt may decline to grant summary judgment where a more thorough exploration of the facts is needed to properly apply the law to th e circumst ances. 174F 175 Likewi se, the Court m ay deny judgment on the pleadings for “‘a further development of the facts and potentially more focused briefing on the language of the [subject] Agreement as it relates to’ the disputed issue.” 175F 176 The parti es dis agree ov er di f fering 409A valuations of Plume’ s stock value. The parties have not submitted the valuations that they rely on as exhibits to the Court. The Court does not know who or what entity performed these valuations. In addition, the Court is uncl ear as to t he 171 Diner Op. Br. at 17 – 18. 172 RFE Capit al Part ners, L.P. v. W eskar, Inc., 652 A.2d 1093, 1096 (De l. Su per. 1994). 173 Unbound P artner s Ltd. P’ ship v. Invoy Holdi ngs Inc., 25 1 A.3d 1016, 1024 (De l. Sup er. 2021). 174 T elxo n Corp. v. Meyerson, 802 A.2d 257, 262 (Del. 2002). 175 Motor ola, Inc. v. Amkor T ech., Inc., 849 A.2d 931, 935 (Del. 2004); I n re Tr i - Star Pictu r es, I nc., Litig., 1995 WL 106520, at *5 (Del. Ch. M ar. 9, 1995). 176 A Y ANA Consul t EOOD v. Whitehat Educ. T ech. LLC, 202 3 WL 7823136, at *3 n.18 (Del. Super. Nov. 14, 20 23) (quotin g Plume De sign, I nc. v. DZS, Inc., 202 3 WL 5224668, a t *7 (Del. Supe r. Aug. 10, 2 023)).

25 impact of the alleged ef fective dates on these valuations, how these dates determine which valuati on was t he “most recent ” valuation under the 2024 Note, and the ramification of the “Payment Date” of Mr. Diner ’ s repayment notice. 17 6F 177 As such, the Court cannot determine whether Mr. Diner surrendered the requisite stock opti ons to retire the 2024 Note in full and, accordingly, s top interest from accruing on the 2024 Note. The record is too undeveloped to rule on the stock option valuation issue. 177F 178 Therefore, the Court finds that a more developed record and thorough exploration of the facts is warranted before ruling on th e proper value of the stock options under the 2024 Note at the t ime of s urrend er. Mr. Diner contends that Pl ume has failed to raise a genuine dispute on this issue since Plume did not submit its countering 409A valuation by af fidavit in its response to the Diner Motion. 178F 179 T rue, this countering 409A valuation is only mentioned in Plume’ s C ounterclaim. 179F 180 And Superior Court Rule of Civil Procedure 56(e) says: When a motion for summa ry judgment is made and supporte d as provided in this Rule, an adverse party may not rest upon the mere allegations or deni als of the adverse party ’ s pleading, but t he adverse party ’ s response, by affidavits or as otherwise provided in this Rule, must set forth specific facts showing that there is a genuine issue for trial. If the adverse party does not so respond, su mmary judgment, if appr opriate, shal l be ent ered agai nst t he adver se part y. 180F 181 However, the Court does not find that Mr. Diner has suf ficiently demonstr ated that his 409A valuation is the controlling valuation. Delaware has a strong public policy that favors decisions on the merits and courts should apply the rules of procedure with “liberal construction because of 177 See 2024 Note § 2(b)(i i)(2); C ompl. Ex. B. 178 See Cont’l Ins. C o. v. Rutledg e & C o, Inc., 750 A.2d 1219, 1227 – 28 (Del. C h. 200 0) (observi ng that c ourts have discre tion to de ny summary ju dgment whe re factual cl arity is warranted); Moor e v. Sizemor e, 405 A.2d 679, 6 80 (Del. 197 9) (placing b urden o n the mo vant to demonstrate its claim i s suppor ted by un disputed facts); W illia ms Cos., Inc. v. Ener gy T ransfer LP, 2020 WL 3581095, at * 11 (Del. Ch. J uly 2, 2 020) (o bserving t hat a court sh ould deny summary ju dgment where a re cord is neces sary fo r equitable purp oses); Judah v. Del. T r. Co., 378 A.2d 624, 632 (Del. 197 7) (instructin g courts to vi ew the fa cts i n the light most favorabl e to the non - movant). 179 Diner Rep ly at 1 1 – 15. 180 Countercl. ¶¶ 12, 51 – 53. 181 Super. Ct. Ci v. R. 56(e) (emp hasis added).

26 the underlying public policy that favors a trial on the merits.” 181 F 182 The Court does not find that summary judgment or judgment on the pleadings is appropriate on this issue. The Court believes the better approach is to allow the parties to supplement the record and, then presumably, there will be a suf ficient factual basis upon which the factfinder can reasonably rely. VI. CONCLUSIO N For th e reasons s tated abo ve, the Court GRANTS in par t and DENIES t he Diner Motion and GRANTS i n par t and DENIES the Plume Motion. February 20, 2026 Wilmington, Delaware /s/ Eric M. Davis Eric M. Davis, President Judge cc: File&S erveXp ress 182 Dishmon v. Fucci, 32 A.3d 338, 346 (Del. 2 011) (quotatio n omitted).