Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Cashed-Out Shares" means the remaining forty percent (40%) of Rollover Holder's Company Shares that are not Rollover Shares, equal to 8,546,880 shares of Company common stock, which shares shall be converted at the Effective Time into the right to receive the Merger Consideration in cash at approximat

Section 1.2 — Interpretation. (a) Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (iv) the terms "Article," "Section," "Schedule," and

ARTICLE II ROLLOVER CONTRIBUTION

Section 2.1 — Agreement to Roll Over. (a) Rollover Holder hereby irrevocably agrees that, at or immediately prior to the Effective Time, sixty percent (60%) of its Company Shares, constituting 12,820,320 shares of Company common stock (the "Rollover Shares"), shall not be converted into the right to receive the per-share Merger Consideration as would otherwise be payable under the Merger Agreement, but instead shall

Section 2.2 — Contribution Mechanics. (a) Immediately prior to the Effective Time, Rollover Holder shall contribute, transfer, assign, convey, and deliver to Parent (or its designee) all right, title, and interest in and to the Rollover Shares, free and clear of all liens, encumbrances, pledges, security interests, options, claims, charges, mortgages, hypothecations, restrictions, and encumbrances of any kind whatsoe

Section 2.3 — Adjustment for Changes in Company Shares. (a) If, during the period from the date of this Agreement until the Effective Time, the outstanding Company Shares are changed into a different number or class of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization, subdivision, combination, exchange of shares, or other similar transaction, then the number

Section 2.4 — Tax Treatment. (a) The Parties intend that the contribution of the Rollover Shares by Rollover Holder to Parent (or its designee) in exchange for Surviving Entity Equity Interests shall be treated, for United States federal income tax purposes, as a tax-free contribution under Section 351 of the Internal Revenue Code of 1986, as amended (the "Code"), or, to the extent that the reverse triangular merger

Section 2.5 — Withholding. (a) Parent (or its designee, the Surviving Entity, or the paying agent under the Merger Agreement) shall be entitled to deduct and withhold from any amounts otherwise payable to Rollover Holder pursuant to this Agreement, the Merger Agreement, or any related transaction document, such amounts as may be required to be deducted and withheld under the Code, the Treasury Regulations promulgated

ARTICLE III REPRESENTATIONS AND WARRANTIES OF ROLLOVER HOLDER Rollover Holder hereby represents and warrants to Parent as of the date hereof and as of the Closing Date as follows:

Section 3.1 — Organization and Authority. Pinnacle Growth Ventures LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Rollover Holder has full limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and deliver

Section 3.2 — Binding Agreement. This Agreement has been duly executed and delivered by Rollover Holder and constitutes the legal, valid, and binding obligation of Rollover Holder, enforceable against Rollover Holder in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors' rights generall

Section 3.3 — Ownership of Company Shares. (a) Rollover Holder is the sole record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of 21,367,200 shares of common stock of the Company, representing approximately 11.6% of the 184,200,000 shares of Company common stock issued and outstanding as of the date hereof. Such Company Shares constitute all of the equity secur

Section 3.4 — No Conflicts. The execution, delivery, and performance by Rollover Holder of this Agreement, and the consummation by Rollover Holder of the transactions contemplated hereby, do not and will not (a) conflict with, violate, or result in a breach of any provision of the certificate of formation, limited liability company agreement, or other organizational documents of Rollover Holder, (b) conflict with, vi

Section 3.5 — Litigation. There is no action, suit, proceeding, claim, arbitration, mediation, or investigation pending or, to the knowledge of Rollover Holder (after reasonable inquiry), threatened against or affecting Rollover Holder, at law or in equity, before or by any court, governmental authority, or arbitrator, that (a) challenges or seeks to prevent, enjoin, alter, or materially delay the consummation of the

Section 3.6 — Investment Representations. (a) Rollover Holder is an "accredited investor" within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). (b) Rollover Holder is acquiring the Surviving Entity Equity Interests for its own account, for investment purposes only, and not with a view to, or for offer or sale in connection with, any distribu

Section 3.7 — No Reliance. Rollover Holder acknowledges and agrees that it has conducted its own independent investigation, review, and analysis of the business, operations, assets, liabilities, results of operations, financial condition, technology, and prospects of the Company, the Merger, and the Surviving Entity. In making its decision to enter into this Agreement and to consummate the rollover contribution conte

Section 3.8 — No Broker. No broker, finder, investment banker, financial advisor, or other person is entitled to any brokerage, finder's, financial advisory, or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Rollover Holder. Rollover Holder shall indemnify and hold harmless Parent and its affiliates from and against any clai

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to Rollover Holder as of the date hereof and as of the Closing Date as follows:

Section 4.1 — Organization and Authority. Solara Digital Infrastructure Fund VI LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Its sole general partner is Solara Fund VI GP LLC, a Delaware limited liability company, which is duly organized, validly existing, and in good standing under the laws of the State of Delaware. Parent has full partne

Section 4.2 — Binding Agreement. This Agreement has been duly executed and delivered by Parent and constitutes the legal, valid, and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors' rights generally, and (b) general equitabl

Section 4.3 — No Conflicts. The execution, delivery, and performance by Parent of this Agreement, and the consummation by Parent of the transactions contemplated hereby, do not and will not (a) conflict with, violate, or result in a breach of any provision of the certificate of limited partnership, limited partnership agreement, or other organizational documents of Parent or its general partner, (b) conflict with, vi

Section 4.4 — Issuance of Surviving Entity Equity Interests. The Surviving Entity Equity Interests, when issued and delivered to Rollover Holder in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid (to the extent applicable), and non-assessable (to the extent such concept is applicable under the governing law of the issuing entity), and will be free and clear of all Lien

Section 5.1 — Transfer Restrictions (Pre-Closing). (a) From the date of this Agreement until the earlier of (i) the Effective Time or (ii) the valid termination of this Agreement in accordance with Article VII hereof, Rollover Holder shall not, directly or indirectly, (A) sell, transfer, assign, pledge, hypothecate, encumber, tender, gift, grant a participation interest in, or otherwise dispose of (whether by merger,

Section 5.2 — No Inconsistent Agreements. (a) Rollover Holder shall not, at any time prior to the termination of this Agreement, enter into any agreement, arrangement, understanding, or commitment (whether written or oral, formal or informal) that is inconsistent with, or that would prevent, delay, interfere with, hinder, or impair, the performance by Rollover Holder of its obligations under this Agreement or the con

Section 5.3 — Tax Compliance. (a) Rollover Holder shall cooperate fully and in a timely manner with Parent, the Company, and their respective advisors in connection with any tax filings, tax elections, tax determinations, and tax-related documentation related to the rollover contribution contemplated by this Agreement, including by providing such information, documentation, and certifications as may be reasonably req

Section 5.4 — Further Assurances. Each Party shall, at any time and from time to time after the date hereof, upon the reasonable request of the other Party, execute and deliver, or cause to be executed and delivered, such additional instruments, documents, conveyances, assignments, stock powers, certificates, and assurances, and take such further actions, as may be reasonably necessary or desirable to effectuate the

Section 5.5 — Confidentiality. (a) Each Party acknowledges and agrees that the terms and conditions of this Agreement, and all information exchanged between the Parties in connection herewith (including any financial, business, or tax information relating to Parent, the Company, or the Surviving Entity), are confidential and shall not be disclosed by either Party to any person or entity, except (i) as required by app

Section 5.6 — Notification of Certain Matters. Rollover Holder shall promptly notify Parent in writing of any event, circumstance, development, condition, or occurrence that has occurred or is reasonably expected to occur and that (a) would or could reasonably be expected to prevent or materially delay the consummation of the rollover contribution or the performance by Rollover Holder of any of its obligations under

ARTICLE VI CONDITIONS TO ROLLOVER

Section 6.1 — Conditions to Obligations of Both Parties. The respective obligations of each Party to consummate the rollover contribution contemplated by Article II of this Agreement 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) Closing of the Merger. The Closing under the Merger Agreem

Section 6.2 — Conditions to Obligations of Parent. The obligation of Parent to consummate the rollover contribution and to issue the Surviving Entity Equity Interests to Rollover Holder shall be subject to the satisfaction (or waiver by Parent) of each of the following additional conditions: (a) Accuracy of Representations and Warranties. Each of the representations and warranties of Rollover Holder set forth in Arti

Section 6.3 — Conditions to Obligations of Rollover Holder. The obligation of Rollover Holder to consummate the rollover contribution and to contribute the Rollover Shares shall be subject to the satisfaction (or waiver by Rollover Holder) of each of the following additional conditions: (a) Accuracy of Representations and Warranties. Each of the representations and warranties of Parent set forth in Article IV of this

Section 7.1 — Termination Events. This Agreement shall automatically terminate, without any further action by either Party, upon the earliest to occur of the following: (a) the Effective Time (at which point the rollover contribution contemplated by Article II shall have been consummated and this Agreement shall be of no further force or effect, except for those provisions that by their express terms survive the Effe

Section 7.2 — Effect of Termination. (a) Upon the termination of this Agreement pursuant to Section 7.1, this Agreement shall become void and of no further force or effect, and neither Party shall have any further obligation, liability, or responsibility to the other Party hereunder; provided, however, that (i) such termination shall not relieve any Party of liability for any willful and material breach of any repres

Section 8.1 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) when transmitted by facsimile (with written confirmation of receipt), (c) on the business day after deposit with a nationally recognized overnight courier service for next busines

Section 8.2 — Entire Agreement. This Agreement, together with the Merger Agreement, the Voting/Support Agreement, the Equity Commitment Letter, and the other transaction documents referred to herein and therein (including the schedules and exhibits hereto and thereto), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations,

Section 8.3 — Amendment and Waiver. (a) This Agreement may be amended, supplemented, or otherwise modified only by a written instrument duly executed by both Parent and Rollover Holder. No amendment shall be effective unless it specifically references this Agreement and is signed by each Party hereto. (b) No waiver of any provision of this Agreement, or of any right or remedy hereunder, shall be effective unless made

Section 8.4 — Governing Law. This Agreement, and all claims, causes of action, or disputes (whether in contract, tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement or the negotiation, execution, or performance of 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-of-law or conflict-of-

Section 8.5 — Jurisdiction and Venue. (a) Each Party irrevocably and unconditionally 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, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware declines to accept jurisdiction, the U

Section 8.6 — Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHE

Section 8.7 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other Party; provided, however, that Parent may, without the consent of Rollover Holder, assign all or an

Section 8.8 — No Third-Party Beneficiaries. (a) Except as expressly provided in Section 8.8(b), nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties (and their respective successors and permitted assigns) any right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement, and no person or entity other than the Pa

Section 8.9 — Severability. If any provision of this Agreement (or any portion thereof) is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of the remaining provisions of this Agreement, and the remaining provisions shall remain in full force and effect. Upon such determinatio

Section 8.10 — Specific Performance. (a) The Parties acknowledge and agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, 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. Accordingly, each Party shall be entitled to an injunction or injunctions, specific

Section 8.11 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which 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 (.pdf), or other electronic transmission shall be effective as delivery of a manually executed counterpa

Section 8.12 — Expenses. (a) Except as otherwise expressly provided herein or in the Merger Agreement, each Party shall bear and pay its own costs and expenses (including attorneys' fees, accountants' fees, financial advisors' fees, and other out-of-pocket expenses) incurred in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the consummation of the transactions

Section 8.13 — Relationship of