Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Acceptable Confidentiality Agreement" means a confidentiality agreement between the Company and a third party on terms that are no less restrictive in any material respect to such third party than the terms of the NDA between the Company and Solara Digital Infrastructure LP dated September 5, 2023, as i

Section 1.1(a) — Definition of "Company Material Adverse Effect." "Company Material Adverse Effect" means any change, event, occurrence, effect, condition, development, circumstance, or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, assets, liabilities, financial condition, or results of operations of the Company an

Section 1.1(b) — Definition of "Parent Material Adverse Effect." "Parent Material Adverse Effect" means any change, event, occurrence, effect, condition, development, circumstance, or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, assets, liabilities, financial condition, or results of operations of Parent and Merge

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

Section 2.1 — The Merger. Subject to the terms and conditions of this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company (the "Merger"). As a result of the Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving corporation in the Merger (the "Surviving Corporation") and shall continue its

Section 2.2 — Effective Time; Closing. On the Closing Date, the parties shall cause the Certificate of Merger, substantially in the form attached hereto as Exhibit A, to be duly executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the

Section 2.3 — Closing. The closing of the Merger (the "Closing") shall take place at the offices of Calderwood & Harkness LLP, 599 Lexington Avenue, New York, New York 10022, at 10:00 a.m., Eastern Time, on the second (2nd) Business Day following the date on which all of the conditions set forth in Article VIII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the sa

Section 2.4 — Effects of the Merger. At the Effective Time: (a) The certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to read as set forth in Exhibit B attached hereto, until thereafter amended in accordance with the DGCL and such certificate of incorporation; provided, that the provisions of Section 6.7 regarding indemnification and directors' and officers' insur

Section 2.5 — Conversion of Securities; Merger Consideration.

Section 2.5(a) — Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, or the holder of any shares of Company Common Stock, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Rollover Shares, (ii) Dissenting Shares, and (iii) shares of Company Common Stock

Section 2.5(b) — Rollover Shares. At the Effective Time, each Rollover Share (as defined in the applicable Rollover Agreement) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into equity interests in the Surviving Corporation in accordance with, and subject to, the terms and conditions of the applicable Rollover Agreement, and such Rollover Shares shall not be ent

Section 2.5(c) — Conversion of Merger Sub Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, or the holder thereof, each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid, and non-assessable share of common stock of the Surviving Corporatio

Section 2.5(d) — Treasury Shares; Parent-Owned Shares. At the Effective Time, each share of Company Common Stock that is owned by the Company as treasury stock and each share of Company Common Stock that is owned by Parent, Merger Sub, or any direct or indirect wholly owned Subsidiary of Parent or Merger Sub immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of t

Section 2.6 — Treatment of Company Equity Awards.

Section 2.6(a) — Company Stock Options. At the Effective Time, each Company Stock Option that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and shall be converted into the right to receive an amount in cash (without interest) equal to the product of (i) the excess

Section 2.6(b) — Company RSUs. At the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and shall be converted into the right to receive an amount in cash (without interest) equal to the product of (i) the Per Share Merger Consideration ($36.92)

Section 2.6(c) — Company PSUs. At the Effective Time, each Company PSU that is outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and shall be converted into the right to receive an amount in cash (without interest) equal to the product of (i) the Per Share Merger Consideration ($36.92) and (ii) the target number of

Section 2.6(d) — Company Actions. Prior to the Effective Time, the Company shall take (or cause to be taken) all actions that may be necessary or appropriate under the Company's equity incentive plans and award agreements to effectuate the provisions of this Section 2.6, including (i) providing notice to all holders of Company Equity Awards regarding the treatment of such awards in connection with the Merger, (ii) ad

Section 2.7 — Purchase Price Adjustment.

Section 2.7(a) — Estimated Closing Statement. Not later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a statement (the "Estimated Closing Statement") setting forth the Company's good faith estimates, prepared in accordance with GAAP applied consistently with the Company's past practice, of (i) Closing Cash, (ii) Closing Indebtedness, (iii) Closing Working Capi

Section 2.7(b) — Post-Closing Adjustment. Within ninety (90) days after the Closing Date, Parent shall prepare and deliver to the Stockholder Representative a statement (the "Final Closing Statement") setting forth Parent's calculation, prepared in accordance with GAAP applied consistently with the Company's past practice, of the actual amounts of (i) Closing Cash, (ii) Closing Indebtedness, (iii) Closing Working Cap

Section 2.8 — Payment Procedures.

Section 2.8(a) — Paying Agent. Prior to the Effective Time, Parent shall deposit, or cause to be deposited, with Cobalt Trust Company, as paying agent (the "Paying Agent"), cash in an aggregate amount sufficient to pay the aggregate Per Share Merger Consideration payable to holders of Company Common Stock pursuant to Section 2.5(a) (after giving effect to the reduction for the Escrow Amount pursuant to Section 2.10),

Section 2.8(b) — Letter of Transmittal. As soon as reasonably practicable after the Effective Time, and in any event within five (5) Business Days thereafter, the Surviving Corporation shall cause the Paying Agent to mail or otherwise make available to each record holder of Company Common Stock as of immediately prior to the Effective Time (other than holders of Rollover Shares, Dissenting Shares, and shares describe

Section 2.8(c) — Payments. Upon (i) surrender to the Paying Agent of a certificate (or certificates) formerly representing shares of Company Common Stock for cancellation, together with a duly completed and validly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent, or (ii) receipt of an "agent's message" by the Paying Agent (or such other evidence of transfer as