Contract analysis

1. Recitals and Background A. The Company, Merger Sub, and Parent entered into that certain Agreement and Plan of Merger, dated as of January 22, 2024 (as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), pursuant to which, among other things, Merger Sub will merge with and into the Company in a reverse triangular merger (the "Merger"), with t

2. Defined Terms Capitalized terms used but not otherwise defined in this Letter Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement. In addition, for purposes of this Letter Agreement, the following terms shall have the meanings set forth below: "Company" means Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales, company number

3. Waiver Subject to the terms and conditions of this Letter Agreement, Parent hereby waives the requirement under Section 6.1(b)(xii) of the Merger Agreement (and, to the extent applicable, any other provision of Section 6.1 of the Merger Agreement that would otherwise require Parent's prior written consent in connection with the Company's entry into the Proposed Hosting Agreement) that the Company obtain Parent's p

4. Limitations of Waiver The waiver set forth in Section 3 of this Letter Agreement is strictly limited to the specific matter described herein — namely, the Company's entry into the Proposed Hosting Agreement on the terms and subject to the conditions described above — and shall not be construed as, or deemed to constitute, a waiver of: (a) any other provision of Section 6.1 of the Merger Agreement, whether or not r

5. Representations and Delivery of Executed Agreement The Company hereby represents and warrants to Parent that the summary of the material terms and conditions of the Proposed Hosting Agreement previously provided by the Company to Parent and its counsel, Calderwood & Harkness LLP, including the summary term sheet dated on or about April 22, 2024, and the substantially final draft of the Proposed Hosting Agreement,

6. Miscellaneous Provisions 6.1 Governing Law. This Letter Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (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. The parties he

7. Request for Countersignature If the foregoing accurately reflects the understanding and agreement of the Company with respect to the matters set forth herein, please so indicate by executing and delivering the enclosed counterpart signature page of this Letter Agreement and returning a copy thereof to Calderwood & Harkness LLP, 599 Lexington Avenue, New York, NY 10022, Attention: Harrison Wexford (hwexford@calderw