Contract analysis

Section 1.1 *Defined Terms.* As used in this 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 No. 09734521. "Competing Proposal" shall have the meaning ascribed to such term in the Merger Agreement. "Covered Shares" means, collectively, (i) the Owned Shares (7,736,400 sh

Section 1.2 *Incorporation of Merger Agreement Definitions.* All capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings set forth in the Merger Agreement. In the event of any inconsistency between a definition set forth in this Agreement and the corresponding definition in the Merger Agreement, the definition set forth in this Agreement shall control for purposes of this

ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER The Stockholder hereby represents and warrants to Parent and Merger Sub as follows:

Section 2.1 *Authorization. The Stockholder has full legal capacity, power, and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Stockholder and constitutes a legal, valid, and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to (a)

Section 2.2 *Ownership of Shares.* (a) As of the date hereof, the Stockholder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of 7,736,400 shares of common stock of the Company, as set forth on Schedule A attached hereto. The Owned Shares constitute all of the shares of common stock of the Company owned of record or beneficially by the Stockh

Section 2.3 *No Conflicts.* The execution, delivery, and performance of this Agreement by the Stockholder, and the consummation by the Stockholder of the transactions contemplated hereby, do not and will not: (i) violate any law, statute, regulation, rule, order, judgment, injunction, or decree applicable to the Stockholder or by which any of the Stockholder's properties or assets (including the Owned Shares) are bou

Section 2.4 *No Litigation.* As of the date hereof, there is no action, suit, proceeding, claim, arbitration, or investigation (whether at law or in equity) pending or, to the knowledge of the Stockholder, threatened against the Stockholder or any of the Stockholder's properties or assets (including the Owned Shares), before or by any governmental authority or arbitrator, that would reasonably be expected to prevent,

Section 2.5 *No Finder's Fees.* No broker, finder, investment banker, financial advisor, or other person is entitled to any brokerage, finder's, financial advisory, or other similar fee or commission in connection with this Agreement or the transactions contemplated hereby based upon arrangements made by or on behalf of the Stockholder.

Section 2.6 *Adequate Information.* The Stockholder has received and reviewed a copy of the Merger Agreement (including all schedules and exhibits thereto) and this Agreement. The Stockholder has had the opportunity to review and discuss the terms and conditions of the Merger Agreement and this Agreement with legal counsel of the Stockholder's choosing. The Stockholder understands and acknowledges the terms, conditio

ARTICLE III AGREEMENT TO VOTE; VOTING COVENANTS

Section 3.1 *Agreement to Vote in Favor.* From and after the date hereof until the Expiration Date, the Stockholder irrevocably and unconditionally agrees that, at any annual or special meeting of the stockholders of the Company, however called (including any adjournment, postponement, or continuation thereof), and in connection with any action proposed to be taken by written consent of the stockholders of the Compan

Section 3.2 *Agreement to Vote Against Competing Proposals. From and after the date hereof until the Expiration Date, the Stockholder irrevocably and unconditionally agrees that, at any annual or special meeting of the stockholders of the Company, however called (including any adjournment, postponement, or continuation thereof), and in connection with any action proposed to be taken by written consent of the stockhol

Section 3.3 *No Inconsistent Agreements.* From and after the date hereof until the Expiration Date, the Stockholder shall not, directly or indirectly, enter into any voting agreement, voting trust, or grant any proxy, consent, or power of attorney with respect to any of the Covered Shares that is inconsistent with the Stockholder's obligations pursuant to this Agreement.

Section 3.4 *Revocation of Prior Proxies.* The Stockholder hereby revokes (and agrees to cause to be revoked) any and all prior proxies, powers of attorney, instructions, or other authorizations previously given by the Stockholder with respect to the voting of any of the Covered Shares that are inconsistent with the terms of this Agreement. The Stockholder represents and warrants that, as of the date hereof, no such

ARTICLE IV GRANT OF IRREVOCABLE PROXY

Section 4.1 *Irrevocable Proxy.* (a) The Stockholder hereby irrevocably and unconditionally grants to, and appoints, Parent and any designee of Parent, and each of them individually, as the Stockholder's attorney-in-fact and proxy (the "Proxy"), with full power of substitution and resubstitution, for and in the name, place, and stead of the Stockholder, to vote or cause to be voted (including by executing and deliver

Section 4.2 *Limitation.* Parent hereby covenants and agrees that it shall exercise the Proxy granted pursuant to Section 4.1 solely for the purpose of voting (or causing to be voted) the Covered Shares in accordance with Section 3.1 and Section 3.2 of this Agreement and shall not exercise the Proxy for any other purpose whatsoever. Parent acknowledges and agrees that, except as expressly set forth in this Agreement,

ARTICLE V COVENANTS OF THE STOCKHOLDER

Section 5.1 *No Transfer.* (a) From and after the date hereof until the Expiration Date, the Stockholder shall not, directly or indirectly, Transfer or enter into any contract, option, agreement, understanding, or other arrangement or commitment (whether or not in writing) with respect to the Transfer of, any Covered Shares or any interest therein (including any voting interest), except for: (i) Transfers contemplate

Section 5.2 *No Solicitation.* (a) From and after the date hereof until the Expiration Date, the Stockholder, in his capacity as a stockholder of the Company (and not in his capacity as a director or officer of the Company, as to which the applicable provisions of the Merger Agreement, including Section 6.4 thereof, shall govern), shall not, directly or indirectly, and shall not authorize, direct, or instruct any rep

Section 5.3 *Notification.* From and after the date hereof until the Expiration Date, the Stockholder shall promptly (and in any event within forty-eight (48) hours) notify Parent in writing of: (a) any Competing Proposal, or any inquiry, indication of interest, offer, or proposal that could reasonably be expected to lead to a Competing Proposal, received by the Stockholder in his capacity as a stockholder (as distin

Section 5.4 *No Appraisal.* The Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, assert, or perfect (or to attempt to exercise, assert, or perfect), any appraisal rights, dissenters' rights, or similar rights under Section 262 of the DGCL or any analogous provision of applicable law (including the laws of England and Wales) with respect to the Covered Shares in connection with th

Section 5.5 *Publicity.* The Stockholder shall not, and shall cause the Stockholder's representatives not to, issue any press release or make any other public announcement or public statement with respect to this Agreement, the Merger Agreement, the Rollover Agreement, or the transactions contemplated hereby or thereby, without the prior written consent of Parent (which consent shall not be unreasonably withheld, con

Section 5.6 *Further Assurances.* From time to time, at the reasonable request of Parent, the Stockholder shall execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, and assurances, and shall take such further actions, as may be reasonably necessary or appropriate to carry out the provisions of this Agreement and to give effect to the transactions contemplate

Section 5.7 *Stockholder Capacity. The Stockholder is entering into this Agreement solely in his individual capacity as a stockholder of the Company, and nothing in this Agreement shall be construed to limit, restrict, or affect any action or inaction by the Stockholder, or any designee or representative of the Stockholder, in his capacity as a director or officer of the Company (or any subsidiary thereof) in the exe

ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and Merger Sub hereby jointly and severally represent and warrant to the Stockholder as follows:

Section 6.1 *Organization and Authority.* (a) Parent is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, with full partnership power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. (b) Merger Sub is a corporation duly incorporated, validly existing, and in good standing under the

Section 6.2 *Due Execution.* This Agreement has been duly authorized by all necessary partnership, limited liability company, or corporate action on the part of each of Parent and Merger Sub (including any required action on the part of Solara Fund VI GP LLC, as the general partner of Parent), and has been duly executed and delivered by each of Parent and Merger Sub. This Agreement constitutes a legal, valid, and bin

Section 6.3 *No Conflicts.* The execution, delivery, and performance of this Agreement by each of Parent and Merger Sub, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby, do not and will not: (i) violate, conflict with, or result in a breach of any provision of the certificate of limited partnership, limited partnership agreement, or other organizational documents of Paren

Section 7.1 *Termination Events. This Agreement shall automatically terminate, without any further action by any Party, upon the earliest to occur of the following (the date of such termination, the "Termination Date*"): (a) the Effective Time, at which point the obligations of the Stockholder hereunder with respect to voting shall have been fully performed and the representations and warranties of the Stockholder se

Section 7.2 *Effect of Termination. Upon termination of this Agreement in accordance with Section 7.1, the rights and obligations of the Parties hereunder (including, without limitation, the Proxy granted pursuant to Article IV) shall terminate and be of no further force or effect, and none of the Parties shall have any further liability or obligation to any other Party hereunder, except* that: (a) this Section 7.2 a

Section 8.1 *Notices.* All notices, requests, demands, claims, consents, waivers, and other communications required or permitted hereunder shall be in writing and shall be deemed duly given and effective (i) upon receipt, if delivered by hand or by nationally recognized overnight courier service, or (ii) upon transmission (provided no bounce-back or error message is received by the sender), if sent by email, in each

Section 8.2 *Entire Agreement.* This Agreement (together with the Merger Agreement, the Rollover Agreement, and any other documents or agreements referred to herein or delivered pursuant hereto) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, both written and oral, among the Parties with re

Section 8.3 *Amendment and Waiver.* This Agreement may not be amended, modified, supplemented, or restated except by a written instrument duly executed by all of the Parties hereto. No waiver of any provision of this Agreement or of any right or remedy hereunder shall be effective unless made in writing and signed by the Party granting such waiver. No failure or delay by any Party in exercising any right, power, or p

Section 8.4 *Governing Law.* This Agreement and all claims, disputes, or causes of action (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; Venue.* (a) Each of the Parties hereby irrevocably and unconditionally submits, for itself and its properties and assets, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any appellate court therefrom (or, solely to the extent that the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Complex Commercia

Section 8.6 *Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, OR CROSS-CLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HER

Section 8.7 *Specific Performance.* The Parties 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 of the Parties shall be entitled to an injunction or injunctions, specific performance,

Section 8.8 *Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. Neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by any Party without the prior written consent of each of the other Parties, except that

Section 8.9 *Severability.* If any provision of this Agreement, or the application of any such provision to any person or set of circumstances, shall be determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions of this Agreement shall rema

Section 8.10 *Counterparts.* This Agreement may be executed in one or more counterparts (including by means of facsimile or portable document format (PDF) transmitted by electronic mail), each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or

Section 8.11 *No Third-Party Beneficiaries.* Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give to any person other than the Parties hereto, and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns, any rights or remedies under or by reason of this Agreement, and no person other than the Parties (and their resp

Section 8.12 *Expenses.* Except as otherwise expressly provided in this Agreement, the Merger Agreement, or the Rollover Agreement, all costs and expenses (including legal fees and disbursements) incurred in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.

Section 8.13 *Construction.* The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises with respect to any provision of this Agreement, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authors

Section 8.14 *Relationship to Merger Agreement.* In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Merger Agreement with respect to the Stockholder's obligations in his capacity as a stockholder of the Company, the terms and provisions of this Agreement shall control and prevail. Nothing in this Agreement shall limit, restrict, or othe