Contract analysis

ARTICLE I AGREEMENT TO VOTE; GRANT OF IRREVOCABLE PROXY

Section 1.1 Agreement to Vote in Favor. (a) During the term of this Agreement, Stockholder hereby unconditionally and irrevocably agrees that, at every annual or special meeting of the stockholders of the Company at which any of the matters described in this Section 1.1 is submitted for consideration and a vote of the stockholders of the Company (and at every adjournment or postponement thereof), and in connection wi

Section 1.2 Grant of Irrevocable Proxy. (a) Stockholder hereby irrevocably grants to, and appoints, Parent and any designee or designees of Parent, and each of them individually, as Stockholder's attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place, and stead of Stockholder, to vote or cause to be voted (including by the execution and delivery of written consents

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

Section 2.1 Organization and Authority. If Stockholder is an entity, Stockholder is a [__] duly organized, validly existing, and in good standing under the laws of the [State/Commonwealth/Jurisdiction of __]. Stockholder has full organizational power and authority to execute, deliver, and perform this Agreement, to grant the Proxy, and to consummate the transactions contemplated hereby. If Stockholder is an individua

Section 2.2 Authorization; Binding Agreement. The execution, delivery, and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Stockholder (including, without limitation, all necessary corporate, partnership, limited liability company, trust, or other organizational action,

Section 2.3 Ownership of Subject Shares. (a) As of the date hereof, Stockholder is the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of the Owned Shares set forth on Schedule A attached hereto, free and clear of all liens, pledges, encumbrances, security interests, mortgages, options, rights of first refusal or first offer, charges, claims, proxies, voting trusts or agreements, and

Section 2.4 No Conflicts. The execution, delivery, and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not: (a) if Stockholder is an entity, violate or conflict with any provision of the organizational documents (including any certificate or articles of incorporation, bylaws, certificate of formation, limited liability company agreement, certif

Section 2.5 No Litigation. As of the date hereof, there is no action, suit, investigation, complaint, arbitration, or proceeding pending or, to the knowledge of Stockholder, threatened against Stockholder or any of Stockholder's properties or assets (including the Subject Shares) before or by any Governmental Authority that would reasonably be expected to impair the ability of Stockholder to perform its obligations u

Section 2.6 No Finder's Fees. No broker, investment banker, financial advisor, 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 Stockholder for which Parent or Merger Sub could become liable.

Section 2.7 Reliance. Stockholder understands and acknowledges that each of Parent and Merger Sub is entering into the Merger Agreement in reliance upon Stockholder's execution, delivery, and performance of this Agreement. Stockholder has had the opportunity to review the Merger Agreement and this Agreement and to consult with its own legal, tax, and financial advisors regarding the consequences of entering into this

ARTICLE III COVENANTS OF STOCKHOLDER

Section 3.1 No Transfer. (a) During the term of this Agreement, except as expressly permitted by Section 3.1(b), Stockholder shall not, directly or indirectly: (i) sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate, gift, create a security interest in, place in trust (voting or otherwise), or otherwise dispose of or suffer to exist any Encumbrance on (or enter into any contr

Section 3.2 No Solicitation. (a) During the term of this Agreement, Stockholder shall not, and shall use reasonable best efforts to cause its affiliates, directors, officers, employees, agents, advisors, representatives, and other Persons acting on behalf of Stockholder (collectively, "Stockholder Representatives") not to, directly or indirectly: (i) solicit, initiate, knowingly facilitate, knowingly encourage, or kn

Section 3.3 Additional Shares. (a) Stockholder agrees that any additional shares of common stock of the Company or other equity securities of the Company that Stockholder acquires record or beneficial ownership of after the date hereof and during the term of this Agreement, whether by purchase, exercise of stock options, settlement or vesting of restricted stock units, conversion of convertible securities, stock divi

Section 3.4 Waiver of Appraisal Rights. Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, assert, or perfect (or attempt to exercise, assert, or perfect), any appraisal rights or dissenters' rights under Section 262 of the DGCL, or any similar provision under any other applicable law (including the laws of England and Wales), in connection with the Merger, with respect to any Subj

Section 3.5 Disclosure. (a) Stockholder hereby authorizes Parent and the Company to publish and disclose in any announcement, press release, proxy statement or joint proxy statement/prospectus, Schedule 14A, Form 8-K, Form 6-K, or other filing or disclosure document filed with the U.S. Securities and Exchange Commission (the "SEC") or any other Governmental Authority, or otherwise required by applicable law, rule, or

Section 3.6 Further Assurances. From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, and assurances, and shall take or cause to be taken such further actions, as may be reasonably necessary or desirable to carry out and give effect to the provisions of this Agreement and the transactio

ARTICLE IV ADDITIONAL PROVISIONS

Section 4.1 No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership of or interest in any Subject Shares. All rights, ownership, and economic benefits of and relating to the Subject Shares shall remain vested in and belong to Stockholder, and neither Parent nor Merger Sub shall have any authority to manage, direct, restrict, superinte

Section 4.2 Stockholder Capacity. (a) Stockholder enters into this Agreement, and agrees to be bound by the terms and conditions hereof, solely in Stockholder's capacity as a record and/or beneficial owner of Subject Shares and not in any other capacity (including, without limitation, any capacity as a director, officer, employee, or agent of the Company or any of its subsidiaries). (b) Notwithstanding anything in th

Section 5.1 Termination Events. This Agreement shall automatically terminate, and none of the Parties shall have any further rights or obligations hereunder (except as expressly set forth in Section 5.2), upon the earliest to occur of the following: (a) the Effective Time of the Merger (at which point this Agreement shall have been fully performed and the obligations of the Parties hereunder shall have been discharge

Section 5.2 Effect of Termination. (a) Upon termination of this Agreement pursuant to Section 5.1: (i) all obligations and commitments of the Parties under this Agreement shall immediately cease; (ii) the Proxy granted pursuant to Section 1.2 shall automatically and without further action be revoked and of no further force and effect; and (iii) no Party shall have any liability or obligation to any other Party arisin

Section 6.1 Notices. All notices, requests, consents, claims, demands, waivers, and other communications required or permitted hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (c) on the date sent b

Section 6.2 Entire Agreement. This Agreement (including the Schedule and Exhibit hereto), together with the Merger Agreement and any rollover agreement, letter agreement, or other agreement executed and delivered by Stockholder in connection with the Merger Agreement, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, unde

Section 6.3 Amendments and Waivers. No amendment, modification, or supplement of any provision of this Agreement shall be valid or effective unless made in writing and signed by each of the Parties. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach

Section 6.4 Assignment. Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any Party without the prior written consent of each of the other Parties, and any such assignment without such consent shall be null and void; provided, however, that Parent may assign this Agreement, in whole or in part, to any of its a

Section 6.5 Governing Law. This Agreement and all claims or causes of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating 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 or conflict of laws provision or rule (whet

Section 6.6 Jurisdiction; Venue. Each of the Parties irrevocably and unconditionally (a) 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 any action or proceeding, any state court or federal court of the United States of America sitting in the State of Delawa

Section 6.7 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT 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 OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION,

Section 6.8 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 Party shall be entitled to an injunction or injunctions, specific performance, and other

Section 6.9 Severability. If any term or other provision of this Agreement is held to be invalid, illegal, or unenforceable under any applicable law or public policy, all other terms and provisions of this Agreement shall nevertheless continue in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to a

Section 6.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which when 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 other electronic transmission (including portable document format (.pdf), Brightwater Software, or any

Section 6.11 No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of each Party and its respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the Parties (and their respective heirs, executors, administrators, successors, and permitted assigns) any right, benefit, or remedy

Section 6.12 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) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." (c) The words "hereof," "herein," "hereunder," and words of

Section 6.13 Expenses. Except as otherwise expressly provided herein or in the Merger Agreement, all costs and expenses (including legal and financial advisory fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses, whether or not the Merger or any of the other transactions contemplated by the Merger Agreement

3. If Stockholder shares voting and/or dispositive power with respect to any Subject Shares, provide the name of each Person with whom such power is shared and the nature and terms of such shared power arrangement.

4. For each option, warrant, restricted stock unit, or convertible security listed, specify: (a) the type of security, (b) the number of shares of common stock underlying such security, (c) the exercise or conversion price (if applicable), (d) the vesting schedule (if applicable), and (e) the expiration date. EXHIBIT A FORM OF JOINDER AGREEMENT This JOINDER AGREEMENT (this "Joinder") is made and entered into as of [_

1. Joinder to Voting and Support Agreement. The Transferee hereby acknowledges that it has received and reviewed a copy of the Voting and Support Agreement and, by execution and delivery of this Joinder, the Transferee hereby agrees to be bound by all of the terms, conditions, covenants, representations, warranties, and obligations set forth in the Voting and Support Agreement as fully and to the same extent as if th

2. Representations and Warranties. The Transferee hereby makes, as of the date hereof, each of the representations and warranties set forth in Article II of the Voting and Support Agreement as if such representations and warranties were set forth in full herein and as if each reference to "Stockholder" therein were a reference to the Transferee and each reference to "Owned Shares" therein were a reference to the Tran

3. Governing Law. This Joinder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-laws principles, and the jurisdiction provisions of Section 6.6 of the Voting and Support Agreement shall apply to this Joinder mutatis mutandis.

4. Counterparts. This Joinder may be executed in counterparts, each of which shall be deemed an original, and electronic signatures and delivery by portable document format (.pdf) shall be effective.

5. Capitalized Terms. Capitalized terms used but not defined in this Joinder shall have the meanings ascribed to them in the Voting and Support Agreement. TRANSFEREE: [INSERT NAME OF TRANSFEREE] By: ________ Name: [__] Title: [__] (if entity) ACKNOWLEDGED BY: SOLARA DIGITAL INFRASTRUCTURE FUND VI LP By: Solara Fund VI GP LLC, its general partner By: ________ Name: [__] Title: [__] Date: ________ [End of Form of Votin