Contract analysis

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings: "Acquisition Proposal" shall have the meaning ascribed to such term in the Merger Agreement. "Agreement" shall have the meaning set forth in the preamble hereto. "Board" shall have the meaning set forth in the Recitals hereto. "Company" means Cloudium Technologies plc, a public limited company incorporated und

Section 1.2 Incorporation of Merger Agreement Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement. In the event of any conflict between a definition set forth in this Agreement and a definition set forth in the Merger Agreement, the definition set forth in this Agreement shall control for purposes of this Agr

Section 2.1 Agreement to Vote in Favor. From and after the date hereof until the Expiration Date, at every meeting of the stockholders of the Company at which any of the matters described in this Section 2.1 are submitted for consideration and vote (whether such meeting is an annual meeting or a special meeting, and at every adjournment, recess, continuation, or postponement thereof), and in connection with any writt

Section 2.2 Agreement to Vote Against Competing Proposals. From and after the date hereof until the Expiration Date, at every meeting of the stockholders of the Company and at every adjournment, recess, continuation, or postponement thereof, and in connection with any written consent of stockholders of the Company, the Stockholder irrevocably and unconditionally agrees to vote (or cause to be voted), or deliver (or c

Section 2.3 Irrevocable Proxy. (a) In order to secure the performance of the Stockholder's obligations under this Article II, the Stockholder hereby irrevocably appoints Parent and any designee of Parent as the Stockholder's true and lawful 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 vot

ARTICLE III TRANSFER RESTRICTIONS

Section 3.1 Restriction on Transfer. From the date hereof until the Expiration Date, the Stockholder shall not, directly or indirectly, Transfer any Covered Shares or any interest therein (including, without limitation, any voting interest), or agree to do any of the foregoing (whether or not any such Transfer would be prohibited by applicable securities laws), except for the following: (a) Transfers to a direct or i

Section 3.2 No Encumbrances. From the date hereof until the Expiration Date, the Stockholder shall not, directly or indirectly: (a) grant any proxies, powers of attorney, or other authorizations or consents in or with respect to any of the Covered Shares that are inconsistent with this Agreement; (b) deposit any Covered Shares into a voting trust or enter into a voting agreement, understanding, or arrangement with re

Section 3.3 Transfers in Violation. Any attempted Transfer of any Covered Shares or any interest therein in violation of this Article III shall be null and void ab initio, and the Company shall not, and the Stockholder shall not permit any transfer agent to, register any such Transfer of Covered Shares on the stock transfer books of the Company or issue a new certificate representing any such Covered Shares. The Stoc

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

Section 4.1 Organization and Authority. (a) The Stockholder is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Stockholder has all requisite limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. (b) The execution, d

Section 4.2 Ownership. (a) 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 the Owned Shares, consisting of 21,367,200 shares of common stock of the Company, all of which are set forth on Schedule A attached hereto. The Stockholder has good and valid title to the Owned Shares, free and clear of all liens, encumbrances, pledg

Section 4.3 No Conflicts. The execution and delivery by the Stockholder of this Agreement, compliance by the Stockholder with the provisions hereof, and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (with or without notice or the passage of time or both): (a) conflict with or result in any breach of the certificate of formation, limited liability company agreement, or

Section 4.4 No Finder's Fees. No broker, investment banker, financial advisor, finder, or other person is entitled to any broker's, finder's, financial advisor's, or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Stockholder, other than Veridian Partners LLC, which has been engaged as the Company's financial adviso

Section 4.5 Binding Agreement. This Agreement has been duly executed and delivered by the Stockholder and, assuming the due authorization, execution, and delivery by each of Parent and Merger Sub, constitutes a legal, valid, and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, moratorium

Section 4.6 No Legal Proceedings. As of the date hereof, there is no action, suit, investigation, complaint, arbitration, or proceeding pending or, to the knowledge of the Stockholder, threatened against the Stockholder or any of its affiliates before or by any governmental authority, arbitral tribunal, or other body that would reasonably be expected to impair, prevent, or materially delay the ability of the Stockhol

Section 4.7 Reliance. The Stockholder understands and acknowledges that each of Parent and Merger Sub is entering into the Merger Agreement in reliance upon the Stockholder's execution, delivery, and performance of this Agreement and the representations, warranties, covenants, and agreements of the Stockholder set forth herein. The Stockholder has received and reviewed a copy of the Merger Agreement, and the Stockhol

ARTICLE V ADDITIONAL COVENANTS

Section 5.1 No Solicitation. (a) From the date hereof until the Expiration Date, the Stockholder, acting in its capacity as a stockholder of the Company, shall not, and shall cause its affiliates (other than the Company and its subsidiaries) and shall direct and use reasonable best efforts to cause its and their respective directors, officers, managers, employees, consultants, financial advisors, attorneys, accountan

Section 5.2 Notification. From the date hereof until the Expiration Date, the Stockholder shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing of: (a) any Acquisition Proposal or any inquiry, proposal, indication of interest, or request for information that would reasonably be expected to lead to an Acquisition Proposal, in each case received by the Stockholder or any of its Repres

Section 5.3 No Public Statements. From the date hereof until the Expiration Date, the Stockholder shall not, and shall cause its affiliates and its and their respective Representatives not to, issue any press release or make any other public announcement or statement with respect to this Agreement, the Merger Agreement, the Rollover Agreement, or any of the transactions contemplated hereby or thereby, except: (a) wit

Section 5.4 Further Assurances. From time to time and without additional consideration, the Stockholder shall (and shall cause its affiliates to) execute and deliver, or cause to be executed and delivered, such additional instruments, documents, conveyances, or assurances and take such further actions as may be reasonably necessary or desirable to carry out the provisions of this Agreement and to give effect to the t

Section 5.5 Waiver of Appraisal Rights. The Stockholder hereby irrevocably and unconditionally waives and agrees not to exercise, assert, or perfect (or attempt to exercise, assert, or perfect) any rights of appraisal, any rights to dissent, or any similar rights that the Stockholder may have in connection with the Merger with respect to any Covered Shares, whether arising under Section 262 of the Delaware General Co

Section 5.6 Stockholder Capacity. The Stockholder is entering into this Agreement solely in its capacity as the record and beneficial owner of the Covered Shares. Nothing in this Agreement shall be construed to limit, restrict, or otherwise affect any action taken by any designee or representative of the Stockholder (or any of its affiliates) who serves as a director of the Company, so long as such action is taken in

Section 6.1 Termination. This Agreement shall automatically terminate, without any further action on the part of any Party, and no Party hereto shall have any further rights, liabilities, or obligations hereunder (except as expressly provided in Section 6.2), upon the occurrence of the Expiration Date. Without limiting the generality of the foregoing, this Agreement shall terminate upon the earliest to occur of any o

Section 6.2 Survival. Notwithstanding the termination of this Agreement pursuant to Section 6.1: (a) The provisions of this Section 6.2 and Article VII (Miscellaneous) shall survive the termination of this Agreement and shall remain in full force and effect following such termination. (b) Any representations, warranties, covenants, or agreements contained in this Agreement that, by their terms, are to be performed or

Section 7.1 Notices. All notices, requests, demands, consents, and other communications under this Agreement shall be in writing and shall be deemed duly given, made, or received: (a) when delivered by hand or by nationally recognized overnight courier; (b) when sent by facsimile or electronic mail (with confirmation of transmission); or (c) three (3) business days after being sent by registered or certified mail, re

Section 7.2 Entire Agreement. This Agreement, together with the Merger Agreement and the Rollover Agreement (including the schedules and exhibits attached thereto), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. No representations, wa

Section 7.3 Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by each of the Parties hereto. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing wa

Section 7.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, estates, successors, and permitted assigns. No Party may assign any of its respective rights or delegate any of its respective obligations hereunder without the prior written consent of each of the other Parties hereto; provided, however,

Section 7.5 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person (including, without limitation, any stockholder, director, officer, employee, or creditor of the Company) any legal or equitable right, benefit, or remedy of any nature

Section 7.6 Governing Law. This Agreement, and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Agreement and the negotiation, execution, and performance hereof, 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

Section 7.7 Jurisdiction and Venue; Waiver of Jury Trial. (a) Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, 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 state court or federal court of the United States of America sit

Section 7.8 Specific Performance. 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, or any other ap

Section 7.9 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 econ

Section 7.10 Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile, portable document format (.pdf), or other electronic transmission, including any electronic signature compliant with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law), each of which shall be deemed to be an original, and all of which together shall constitu

Section 7.11 Expenses. Except as otherwise specifically provided in the Merger Agreement or the Rollover Agreement, all costs and expenses incurred by each Party in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.

Section 7.12 Interpretation. The following rules of interpretation shall apply to this Agreement: (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) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limi

1. The Stockholder does not hold any options, warrants, convertible or exchangeable securities, stock appreciation rights, phantom equity, or other rights or securities that are convertible into, or exercisable or exchangeable for, shares of common stock of the Company (other than rights held under the Rollover Agreement).

2. All Owned Shares are held in book-entry form with Cascade Corporate Services Inc. (the transfer agent and registrar for the common stock of Cloudium Technologies plc), located at 6201 15th Avenue, Brooklyn, New York 11219.

3. The Stockholder's DTC participant number and account information for purposes of settlement at the Effective Time have been separately provided to Parent. SCHEDULE B ROLLOVER SUMMARY (CROSS-REFERENCE) The following sets forth a summary of the terms of the Rollover Agreement, dated as of January 22, 2024, entered into by and between the Stockholder and Parent, solely for informational cross-reference purposes. In t