Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Cash-Out Shares" means the number of shares of Company Common Stock constituting the Total Rollover Participant Shares minus the Rollover Shares, being 3,868,200 shares of Company Common Stock (representing 50% of the 7,736,400 Total Rollover Participant Shares), which shares shall be converted into th

Section 1.2 — Other Definitional Provisions Unless the context otherwise requires, (a) words importing the singular include the plural and vice versa, (b) words importing any gender include each other gender, (c) references to any statute, rule, or regulation include any amendments, modifications, or successors thereto, (d) references to "dollars" or "$" are to United States dollars, (e) references to "business days"

ARTICLE II — ROLLOVER CONTRIBUTION

Section 2.1 — Agreement to Contribute Rollover Shares (a) At or immediately prior to the Effective Time, the Rollover Participant shall contribute, assign, transfer, convey, and deliver to Parent (or to such subsidiary of Parent as Parent may designate by written notice to the Rollover Participant delivered no later than five (5) business days prior to the Closing Date) all of the Rollover Participant's right, title,

Section 2.2 — Issuance of Rollover Equity Interests (a) In consideration of, and in exchange for, the Rollover Contribution, at the Effective Time (or as promptly as practicable thereafter), Parent (or its designated subsidiary) shall issue to the Rollover Participant the Rollover Equity Interests, which shall have a fair value equal to the Rollover Value (approximately $142,814,544), determined on the basis of the P

Section 2.3 — Treatment of Cash-Out Shares (a) The Cash-Out Shares, consisting of 3,868,200 shares of Company Common Stock (being the balance of the Total Rollover Participant Shares that are not subject to the Rollover Contribution), shall be treated in all respects in the same manner as all other shares of Company Common Stock held by stockholders of the Company under the Merger Agreement. At the Effective Time, ea

Section 2.4 — Tax Treatment (a) The Parties intend that the Rollover Contribution shall be treated for U.S. federal income tax purposes as a contribution of property by the Rollover Participant to the Surviving Entity (or Parent's designated subsidiary) in exchange for an equity interest therein, and that such exchange shall qualify as a tax-free contribution under Section 351 of the Code or, to the extent applicable

Section 2.5 — Withholding (a) Parent (or the Surviving Entity, or any other applicable withholding agent) shall be entitled to deduct and withhold from the Rollover Equity Interests, the cash merger consideration payable in respect of the Cash-Out Shares, or any other amounts otherwise payable or issuable to the Rollover Participant pursuant to this Agreement, such amounts as may be required to be deducted and withhe

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE ROLLOVER PARTICIPANT The Rollover Participant hereby represents and warrants to Parent as follows:

Section 3.1 — Ownership of Shares (a) The Rollover Participant is the sole record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the Total Rollover Participant Shares, consisting of 7,736,400 shares of Company Common Stock, free and clear of all liens, pledges, security interests, charges, claims, options, proxies, voting trusts or agreements, equitable intere

Section 3.2 — Authority; Binding Effect The Rollover Participant has full legal capacity, power, and authority to execute and deliver this Agreement, to perform his obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Rollover Participant and constitutes a legal, valid, and binding obligation of the Rollover Participant,

Section 3.3 — No Conflicts (a) The execution, delivery, and performance by the Rollover Participant of this Agreement, and the consummation of the transactions contemplated hereby (including the Rollover Contribution), do not and will not (i) violate or conflict with any law, statute, rule, regulation, order, judgment, injunction, or decree of any governmental authority applicable to the Rollover Participant or his T

Section 3.4 — Accredited Investor Status The Rollover Participant is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act. The Rollover Participant has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Rollover Equity Interests.

Section 3.5 — Investment Intent (a) The Rollover Equity Interests are being acquired by the Rollover Participant for his own account, for investment purposes only, and not with a view to, or in connection with, any distribution, resale, or other disposition thereof in violation of the Securities Act or any applicable state securities laws. The Rollover Participant does not have any present plan, intention, or arrange

Section 3.6 — Sophistication and Due Diligence (a) The Rollover Participant, in his capacity as the Chief Executive Officer of the Company, has substantial knowledge of and familiarity with the business, operations, financial condition, properties, prospects, and affairs of the Company and its subsidiaries, including, without limitation, Cloudium Technologies UK Ltd. (incorporated in England and Wales), Cloudium Tech

Section 3.7 — No Reliance The Rollover Participant acknowledges and agrees that, in entering into this Agreement and consummating the transactions contemplated hereby, he is not relying upon, and has not relied upon, any representation, warranty, statement, advice, or information of or from Parent, Merger Sub, or any of their respective affiliates, directors, officers, employees, agents, advisors, or representatives,

Section 3.8 — Tax Advisors The Rollover Participant acknowledges that he has had the opportunity to consult with, and has been advised to consult with, his own independent tax, legal, and financial advisors regarding the U.S. federal, state, local, and non-U.S. tax consequences of the Rollover Contribution, the receipt of the Rollover Equity Interests, the receipt of the Per Share Merger Consideration with respect to

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Rollover Participant as follows:

Section 4.1 — Organization and Existence Parent is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The general partner of Parent is Solara Fund VI GP LLC, a Delaware limited liability company. Parent's employer identification number is 87-4523190. The principal office of Parent is located at 1200 Market Street, Suite 3400, Wilmington, Delaware 1980

Section 4.2 — Authority; Binding Effect (a) Parent has full limited partnership power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited partnership acti

Section 4.3 — No Conflicts The execution, delivery, and performance by Parent of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not (a) violate, conflict with, or result in a breach of any provision of the limited partnership agreement or certificate of limited partnership of Parent, (b) violate or conflict with any law, statute, rule, regulation, order, judgment, injunc

Section 4.4 — Issuance of Rollover Equity Interests The Rollover Equity Interests, when issued and delivered by Parent (or its designated subsidiary) to the Rollover Participant in accordance with the terms of this Agreement, will be duly authorized, validly issued, and fully paid (to the extent such concepts are applicable to the type of equity interest being issued), and will be free and clear of all liens, claims,

Section 5.1 — Restrictions on Transfer of Rollover Shares (a) From the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms, the Rollover Participant shall not, directly or indirectly, sell, transfer, assign, pledge, hypothecate, gift, encumber, or otherwise dispose of (including by merger, consolidation, or other operation of law), or enter i

Section 5.2 — Restrictions on Transfer of Cash-Out Shares From the date hereof until the Effective Time, the Rollover Participant shall not, directly or indirectly, sell, transfer, assign, pledge, hypothecate, gift, encumber, or otherwise dispose of the Cash-Out Shares, or any interest therein, or enter into any agreement, arrangement, or understanding with respect to the disposition of the Cash-Out Shares, except th

Section 5.3 — Further Assurances (a) Each Party shall, from time to time following the date hereof, upon the reasonable request of the other Party, execute and deliver, or cause to be executed and delivered, such additional documents, instruments, certificates, and other assurances as may be reasonably necessary or desirable to effectuate the Rollover Contribution and the other transactions contemplated by this Agree

Section 5.4 — Voting and Support Agreement The Parties acknowledge and agree that, concurrently with the execution and delivery of this Agreement, the Rollover Participant has entered into the Voting and Support Agreement, dated as of the date hereof, with Parent, pursuant to which the Rollover Participant has agreed, among other things, to vote all 7,736,400 of his Total Rollover Participant Shares in favor of the a

Section 5.5 — Confidentiality (a) The Rollover Participant shall keep confidential and shall not disclose to any person, without the prior written consent of Parent, the terms and conditions of this Agreement, the Rollover Equity Interests, the Governing Documents, and all negotiations and discussions relating to the foregoing, except (i) as required by applicable law, regulation, or legal process (including, without

Section 5.6 — Cooperation with Tax Filings (a) The Rollover Participant shall cooperate in good faith with Parent and its advisors, including Glenmore Thornton LLP, in connection with the determination and allocation of the purchase price for U.S. federal income tax purposes under Section 1060 of the Code and the Treasury Regulations promulgated thereunder, and in connection with the preparation and filing of all tax

Section 5.7 — Non-Competition and Non-Solicitation The Parties acknowledge and agree that, concurrently with the execution and delivery of this Agreement, the Rollover Participant is executing and delivering a Non-Competition and Non-Solicitation Agreement, dated as of the date hereof, with Parent (the "Non-Competition Agreement"), pursuant to which the Rollover Participant has agreed, among other things, to certain

ARTICLE VI — CONDITIONS PRECEDENT

Section 6.1 — Conditions to the Obligations of Both Parties The obligation of each Party to consummate the Rollover Contribution shall be subject to the satisfaction (or, to the extent permitted by applicable law, waiver by the Party entitled to the benefit thereof) of each of the following conditions: (a) Merger Agreement Not Terminated. The Merger Agreement shall not have been validly terminated in accordance with

Section 6.2 — Conditions to the Obligations of Parent The obligation of Parent to consummate the Rollover Contribution and to issue the Rollover Equity Interests shall be subject to the satisfaction (or waiver by Parent) of each of the following additional conditions: (a) Representations and Warranties. The representations and warranties of the Rollover Participant set forth in Article III of this Agreement shall be

Section 6.3 — Conditions to the Obligations of the Rollover Participant The obligation of the Rollover Participant to consummate the Rollover Contribution shall be subject to the satisfaction (or waiver by the Rollover Participant) of each of the following additional conditions: (a) Representations and Warranties. The representations and warranties of Parent set forth in Article IV of this Agreement shall be true and

Section 7.1 — Termination Events This Agreement shall automatically terminate and be of no further force or effect upon the earliest to occur of the following: (a) the valid termination of the Merger Agreement in accordance with its terms (including, without limitation, any termination in connection with which the Company is required to pay the termination fee of $221,000,000 or Parent is required to pay the reverse

Section 7.2 — Effect of Termination (a) Upon the termination of this Agreement pursuant to Section 7.1(a) or Section 7.1(b), this Agreement shall thereupon become void and of no further force or effect, and no Party shall have any further liability or obligation hereunder, except that (i) Article VIII (Miscellaneous) shall survive any such termination and shall remain in full force and effect, and (ii) nothing herein

Section 8.1 — Notices All notices, requests, demands, claims, consents, waivers, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) one (1) business day after being sent by nationally recognized overnight courier service (with written confirmation of delivery), or (c) when sent by email (with confirmation

Section 8.2 — Governing Law This Agreement, and all claims, controversies, and causes of action (whether in contract, tort, or otherwise) arising out of or relating to this Agreement, shall be governed by and construed in accordance with the internal 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

Section 8.3 — Jurisdiction and Venue Each Party irrevocably and unconditionally (a) submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court sitting in the State of Delaware, or if no such federal court has jurisdiction, any other state court of the State of

Section 8.4 — Waiver of Jury Trial EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ROLLOVER CONTRIBUTION, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES A

Section 8.5 — Entire Agreement This Agreement, together with the Merger Agreement, the Voting and Support Agreement, the Non-Competition Agreement, the Governing Documents, and the Equity Commitment Letter, and all schedules, exhibits, annexes, and other attachments hereto and thereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof and thereof and supersedes all prior and co

Section 8.6 — Amendment and Waiver (a) This Agreement may not be amended, modified, supplemented, or restated except by a written instrument duly executed by each of the Parties. No provision of this Agreement may be waived except by a written instrument signed by the Party against whom enforcement of such waiver is sought. (b) No failure or delay by any Party in exercising any right, power, or privilege hereunder sh

Section 8.7 — Assignment Neither Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party; provided, however, that Parent may assign any or all of its rights under this Agreement to any wholly owned subsidiary or affiliate of Parent (including, without limitation, the Surviving Entity or Solara Digital Co-Invest VI-A L

Section 8.8 — Severability If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the eco

Section 8.9 — Specific Performance The Parties acknowledge and agree that irreparable harm would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages would not be an adequate remedy for such breach or non-performance. Accordingly, each Party shall be entitled to seek an injunction or injunctions

Section 8.10 — Third-Party Beneficiaries This Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, interest, or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that the Company (C

Section 8.11 — Expenses Except as otherwise expressly provided in this Agreement or the Merger Agreement, each Party shall bear and pay its own costs, fees, and expenses (including legal, accounting, financial advisory, and other professional fees and expenses) incurred in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the consummation of the transactions cont

Section 8.12 — Counterparts; Electronic Signatures This Agreement may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format

Section 8.13 — Interpretation (a) The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (b) References in this Agreement to "Sections," "Articles," "Schedules," and "Exhibits" are to the sections, articles, schedules, and exhibits of this Agreement, unless the context otherwise requires. (c) The word "incl