1041-00003 · Solara Digital Infrastructure LP · Transaction Documents/Ancillary Agreements

voting-support-agreement-hargrove-execution.docx DOCUMENT M&A / Corporate

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VOTING AND SUPPORT AGREEMENT

Execution Version

January 22, 2024

This VOTING AND SUPPORT AGREEMENT (this "Agreement") is entered into as of January 22, 2024, by and among:

(1) SOLARA DIGITAL INFRASTRUCTURE FUND VI LP, a Delaware limited partnership ("Parent"), with principal offices at 1200 Market Street, Suite 3400, Wilmington, DE 19801, acting by and through its general partner, Solara Fund VI GP LLC, a Delaware limited liability company;

(2) STRATOS MERGER SUB INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), with its registered office at 1209 Orange Street, Wilmington, DE 19801; and

(3) JONATHAN HARGROVE, an individual ("Stockholder").

Parent, Merger Sub, and the Stockholder are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Parent, Merger Sub, and Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales, Company No. 09734521 (the "Company"), have entered into that certain Agreement and Plan of Merger, dated as of January 22, 2024 (as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), providing for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent;

WHEREAS, the Merger is structured as a reverse triangular merger under the General Corporation Law of the State of Delaware, as amended (the "DGCL"), pursuant to which Merger Sub will merge with and into the Company, the separate existence of Merger Sub will cease, and the Company will continue as the surviving corporation and a wholly owned subsidiary of Parent, at an aggregate deal value of approximately Six Billion Eight Hundred Million Dollars ($6,800,000,000), with each share of common stock of the Company being converted into the right to receive approximately Thirty-Six Dollars and Ninety-Two Cents ($36.92) per share in cash (subject to rollover elections as described herein and in the Merger Agreement), without interest thereon;

WHEREAS, the Stockholder is the Chief Executive Officer of the Company;

WHEREAS, as of the date hereof, the Stockholder is the record and beneficial owner of 7,736,400 shares of common stock, par value $0.001 per share, of the Company (the "Owned Shares"), representing approximately 4.2% of the 184,200,000 shares of common stock of the Company issued and outstanding as of the date hereof, as more particularly described on Schedule A attached hereto;

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent and the Stockholder have entered into that certain Rollover Agreement, dated as of January 22, 2024 (the "Rollover Agreement"), pursuant to which the Stockholder has agreed to contribute 50% of his Owned Shares (3,868,200 shares) to the surviving entity (or a parent entity thereof designated by Parent) in exchange for equity interests therein, with the remaining 50% of his Owned Shares (3,868,200 shares) to be cashed out at the per-share merger consideration;

WHEREAS, as a condition and inducement to Parent's and Merger Sub's willingness to enter into the Merger Agreement, Parent and Merger Sub have required that the Stockholder enter into this Agreement with respect to the Covered Shares (as defined below); and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

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 shares of common stock of the Company), (ii) any additional shares of common stock of the Company acquired by the Stockholder after the date hereof and prior to the Expiration Date, whether by purchase, exercise of options or warrants, conversion, dividend, distribution, or otherwise, and (iii) any securities of the Company into which or for which any of the shares described in clauses (i) and (ii) above may be converted or exchanged. For the avoidance of doubt, "Covered Shares" shall include any shares of common stock of the Company issued to the Stockholder upon vesting or settlement of equity awards under the Company's equity incentive plans during the term of this Agreement, to the extent such shares are held of record or beneficially by the Stockholder.

"Expiration Date" means the earliest to occur of: (a) the Effective Time (as defined in the Merger Agreement); (b) the valid termination of the Merger Agreement in accordance with Article VIII thereof; and (c) the date of any amendment, modification, supplement, or waiver of the Merger Agreement that (I) reduces the per-share merger consideration below $36.92, (II) changes the form of merger consideration from cash (other than with respect to the Rollover Agreement), or (III) otherwise materially and adversely affects the Stockholder, in each case under this clause (c) without the Stockholder's prior written consent.

"Merger Agreement" means the Agreement and Plan of Merger, dated as of January 22, 2024, by and among the Company, Merger Sub, and Parent, as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

"Owned Shares" means the 7,736,400 shares of common stock, par value $0.001 per share, of the Company beneficially and of record owned by the Stockholder as of the date hereof, as set forth on Schedule A attached hereto.

"Superior Proposal" shall have the meaning ascribed to such term in the Merger Agreement.

"Transfer" means, with respect to any security, any direct or indirect sale, assignment, transfer, pledge, hypothecation, encumbrance, gift, grant of a security interest, or other disposition of such security (or any interest therein), whether voluntary or involuntary, by operation of law or otherwise, including, without limitation, (i) any transfer by merger, consolidation, or similar business combination, (ii) any transfer by bequest, intestacy, or otherwise on death, (iii) the creation of any derivative interest in such security, and (iv) any short sale or any acquisition, purchase, sale, or grant of any right (including any put or call option, swap, or similar instrument) with respect to any of the voting or economic consequences of ownership of such security. "Transferred" shall have a correlative meaning.

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 Agreement.

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) the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and (b) general equitable principles (whether considered in a proceeding in equity or at law) (collectively, the "Enforceability Exceptions*"). No consent, approval, authorization, or order of, or filing or registration with, any governmental authority or any other person is required to be obtained or made by the Stockholder in connection with the execution, delivery, and performance of this Agreement, except for any consent, approval, authorization, order, filing, or registration that has already been obtained or made.

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 Stockholder as of the date hereof. The Stockholder has good and valid title to the Owned Shares, free and clear of all liens, claims, charges, encumbrances, proxies, voting agreements, voting trusts, options, rights of first refusal, or other restrictions on transfer or voting of any nature whatsoever, except for: (i) restrictions created by this Agreement; (ii) restrictions arising under or created by the Rollover Agreement, dated as of January 22, 2024, between Parent and the Stockholder; (iii) applicable restrictions under federal and state securities laws, including those arising under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and Rule 144 promulgated under the Securities Act of 1933, as amended; and (iv) restrictions arising under the Company's insider trading policy, a copy of which has been made available to Parent.

(b) Other than the Owned Shares, the Stockholder does not beneficially own any shares of common stock of the Company, or hold or have any right to acquire any options, warrants, convertible or exchangeable securities, stock appreciation rights, phantom stock, profit participations, or other rights, agreements, arrangements, or commitments of any character to acquire shares of common stock of the Company, whether exercisable currently or upon the occurrence of a future event or the passage of time, except for outstanding equity awards granted to the Stockholder under the Company's equity incentive plans, the treatment of which is addressed separately in Article III of the Merger Agreement.

(c) The Stockholder has sole voting power and sole dispositive power with respect to all of the Owned Shares, with no restrictions on the Stockholder's rights of voting or disposition pertaining thereto, and no person other than the Stockholder has any right to direct or approve the voting or disposition of any of the Owned Shares, except as otherwise provided in this Agreement or the Rollover Agreement.

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 bound; (ii) conflict with, result in a breach or violation of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, give rise to a right of termination, cancellation, modification, or acceleration of any obligation or loss of any benefit under, or result in the creation or imposition of any lien on any of the properties or assets of the Stockholder (including the Owned Shares) pursuant to, any contract, agreement, indenture, instrument, note, bond, loan agreement, lease, license, permit, franchise, or other arrangement to which the Stockholder is a party or by which the Stockholder or any of the Stockholder's properties or assets (including the Owned Shares) are bound; or (iii) result in the creation of any lien, claim, charge, encumbrance, proxy, or voting restriction on any of the Owned Shares, other than as contemplated by this Agreement or the Rollover Agreement.

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, materially delay, or materially impair the Stockholder's ability to perform the Stockholder's obligations under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

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, conditions, and legal effect of the Merger Agreement, this Agreement, the Rollover Agreement, and the transactions contemplated thereby and hereby, and the Stockholder is entering into this Agreement voluntarily and based upon the Stockholder's own judgment and upon the advice of the Stockholder's own legal counsel.

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 Company, the Stockholder shall:

(a) appear at each such meeting, in person or by proxy, or otherwise cause the Covered Shares to be counted as present thereat, for purposes of calculating a quorum; and

(b) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of the Covered Shares IN FAVOR OF:

(i) the adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger;

(ii) any proposal to adjourn or postpone any such meeting of stockholders to a later date if there are not sufficient votes for the adoption and approval of the Merger Agreement on the date on which such meeting is held or there are not sufficient shares of common stock of the Company present in person or represented by proxy to constitute a quorum at such meeting; and

(iii) any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement that is considered at any such meeting of stockholders or upon which a written consent is sought.

For informational purposes only (and without limiting the generality of the foregoing), the Stockholder's Covered Shares as of the date hereof represent 7,736,400 shares of common stock of the Company, constituting approximately 4.2% of the 184,200,000 shares of common stock of the Company issued and outstanding as of the date hereof. Together with the voting support commitment provided by Pinnacle Growth Ventures LLC pursuant to that certain Voting and Support Agreement of even date herewith (covering 21,367,200 shares, representing approximately 11.6% of the outstanding shares of common stock of the Company), the aggregate voting support commitments obtained as of the date hereof cover approximately 29,103,600 shares, representing approximately 15.8% of the shares of common stock of the Company outstanding as of the date hereof.

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 stockholders of the Company, the Stockholder shall vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of the Covered Shares AGAINST*:

(a) any Competing Proposal, or any agreement, transaction, arrangement, or proposal (whether binding or non-binding) related to or in furtherance of a Competing Proposal;

(b) any action, proposal, transaction, or agreement that would reasonably be expected to (i) result in a breach of any covenant, representation, warranty, or obligation of the Company contained in the Merger Agreement, (ii) impede, frustrate, prevent, delay, or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, or (iii) result in any condition to the closing of the Merger set forth in Article VII of the Merger Agreement not being satisfied;

(c) any action, proposal, transaction, or agreement that would reasonably be expected to result in a material adverse effect (as defined in the Merger Agreement) on the Company;

(d) any extraordinary corporate transaction, including any merger, consolidation, business combination, tender offer, exchange offer, recapitalization, restructuring, dissolution, liquidation, or sale of all or substantially all of the assets of the Company or any of its subsidiaries, other than the Merger and the other transactions contemplated by the Merger Agreement;

(e) any change in the composition of the board of directors of the Company (or any committee thereof) that is not recommended by the existing board of directors of the Company; and

(f) any amendment, modification, or supplement to the Company's memorandum of association, articles of association, certificate of incorporation, bylaws, or other organizational documents that would or would reasonably be expected to impede, frustrate, prevent, delay, or nullify the Merger or any of the other transactions contemplated by the Merger Agreement or change the voting rights of any class of capital stock of the Company.

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 inconsistent proxies, powers of attorney, instructions, or other authorizations are in effect with respect to any of the Covered Shares.

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 delivering written consents) the Covered Shares in the manner specified in, and in accordance with, Section 3.1 and Section 3.2 of this Agreement at any annual or special meeting of the stockholders of the Company, however called (including at any adjournment, postponement, or continuation thereof), and in connection with any action by written consent of the stockholders of the Company.

(b) The Stockholder represents and warrants that any proxies heretofore given by the Stockholder in respect of the Covered Shares that would be inconsistent with the Proxy are not irrevocable and that all such proxies are hereby revoked.

(c) The Proxy granted pursuant to this Section 4.1 shall be valid and irrevocable until the Expiration Date. The Stockholder hereby affirms that the Proxy is coupled with an interest, having been granted in consideration of Parent and Merger Sub entering into the Merger Agreement and incurring the obligations set forth therein, and is given to secure the performance of the duties of the Stockholder under this Agreement. The Proxy shall not be revoked or otherwise rendered ineffective by any adjournment or postponement of any meeting of the stockholders of the Company, by the death or incapacity of the Stockholder, or by any other event (except termination of this Agreement in accordance with its terms).

(d) The Stockholder shall not grant any subsequent proxy or power of attorney with respect to the Covered Shares that is inconsistent with the Proxy, and any attempt to do so shall be null and void ab initio.

(e) The Proxy shall automatically terminate, without further action by any Party, upon the occurrence of the Expiration Date.

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, the Stockholder retains all rights of ownership of the Covered Shares, including the right to receive any dividends, distributions, or other payments with respect thereto.

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 contemplated by the Rollover Agreement, dated as of January 22, 2024, between Parent and the Stockholder;

(ii) Transfers for bona fide tax-planning or estate-planning purposes to a trust, family limited partnership, limited liability company, or similar entity or arrangement established solely for the benefit of the Stockholder or the Stockholder's immediate family members (i.e., the Stockholder's spouse, parents, children, siblings, and any of their respective descendants), provided that any such transferee executes and delivers to Parent, as a condition precedent to the effectiveness of such Transfer, a joinder agreement, in form and substance reasonably satisfactory to Parent, pursuant to which such transferee agrees to be bound by all of the terms and conditions of this Agreement as if such transferee were the Stockholder hereunder, and provided, further, that no such Transfer shall relieve the Stockholder of any of his obligations under this Agreement; and

(iii) Transfers made with the prior written consent of Parent (which consent may be withheld, delayed, or conditioned in Parent's sole and absolute discretion).

(b) Any Transfer, or attempted Transfer, of Covered Shares in violation of this Section 5.1 shall be null and void ab initio, and the Company shall not, and the Stockholder shall instruct the Company not to, record any such Transfer on the stock transfer books of the Company or recognize any such Transfer for any purpose.

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 representative of the Stockholder (in his capacity as a stockholder) to:

(i) solicit, initiate, knowingly encourage, knowingly induce, or knowingly facilitate (including by way of furnishing non-public information or providing access to any properties, books, or records of the Company or any subsidiary) any Competing Proposal or any inquiry, indication of interest, offer, or proposal that could reasonably be expected to lead to a Competing Proposal;

(ii) enter into, continue, or otherwise participate in any discussions or negotiations with any person (other than Parent, Merger Sub, and their respective representatives) regarding, or furnish to any person any non-public information in connection with or for the purpose of encouraging, inducing, or facilitating, any Competing Proposal or any inquiry, indication of interest, offer, or proposal that could reasonably be expected to lead to a Competing Proposal;

(iii) provide any non-public information or data of the Company or any of its subsidiaries to any person in connection with, or that would reasonably be expected to facilitate, a Competing Proposal; or

(iv) enter into, approve, endorse, or recommend any letter of intent, memorandum of understanding, term sheet, merger agreement, acquisition agreement, or other similar agreement, arrangement, or understanding relating to a Competing Proposal, or resolve, agree, or propose to do any of the foregoing.

(b) Notwithstanding anything to the contrary in this Section 5.2, nothing in this Section 5.2 shall limit or restrict the Stockholder's ability to take any action in his capacity as a director or officer of the Company to the extent such action is permitted by the fiduciary-out provisions of Section 6.4 of the Merger Agreement or is otherwise required by the Stockholder's fiduciary duties as a director or officer of the Company under applicable law.

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 distinguished from communications received in his capacity as a director or officer of the Company, which shall be governed by the notification provisions of the Merger Agreement); and (b) any material development, change, or modification with respect to any such Competing Proposal, inquiry, indication of interest, offer, or proposal, including the identity of the person or group making such Competing Proposal, inquiry, indication of interest, offer, or proposal, and the material terms and conditions thereof (including any changes to such terms and conditions). The Stockholder shall keep Parent reasonably informed on a prompt basis of the status of any such Competing Proposal, inquiry, indication of interest, offer, or proposal.

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 the Merger or any of the other transactions contemplated by the Merger Agreement. The Stockholder agrees not to commence, join in, or facilitate, or assist any other person in commencing, any claim, derivative or otherwise, against Parent, Merger Sub, the Company, or any of their respective successors, directors, officers, or affiliates relating to the negotiation, execution, or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (i) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement, or (ii) alleging a breach of any fiduciary duty of the board of directors of the Company in connection with the Merger Agreement, this Agreement, or the transactions contemplated thereby and hereby.

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, conditioned, or delayed), except as may be required by applicable law, legal process, or the rules or regulations of the Nasdaq Global Select Market, in which case the Stockholder shall use reasonable best efforts to provide Parent with advance notice of, and a reasonable opportunity to review and comment upon, any such required disclosure prior to the making thereof.

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 contemplated by this Agreement, including, without limitation, executing and delivering any additional proxies, written consents, or instruments of transfer reasonably necessary to effectuate the purposes hereof.

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 exercise of his fiduciary duties in such capacity, provided* that any such action or inaction is not otherwise prohibited by the Merger Agreement. Without limiting the generality of the foregoing, (a) nothing herein shall prevent or be construed to create any obligation on the part of the Stockholder, in his capacity as a director or officer of the Company, to take or refrain from taking any action in connection with the performance of his duties as a director or officer that is permitted under the Merger Agreement, and (b) no action taken by the Stockholder in his capacity as a director or officer of the Company in compliance with the Merger Agreement shall be deemed a breach of any representation, warranty, covenant, or obligation of the Stockholder under this Agreement.

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 laws of the State of Delaware, with full corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby.

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 binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions.

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 Parent, or the certificate of incorporation, bylaws, or other organizational documents of Merger Sub; (ii) violate any law, statute, regulation, rule, order, judgment, injunction, or decree applicable to Parent or Merger Sub; or (iii) result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, modification, or acceleration under any material agreement to which Parent or Merger Sub is a party.

ARTICLE VII

TERMINATION

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 set forth herein shall have been fully performed as of the relevant dates;

(b) the valid termination of the Merger Agreement in accordance with Article VIII thereof;

(d) the date of any amendment, modification, supplement, or waiver of the Merger Agreement that (i) reduces the per-share merger consideration below $36.92, (ii) changes the form of merger consideration from cash (other than with respect to the Rollover Agreement and as otherwise expressly contemplated by the Merger Agreement), or (iii) otherwise materially and adversely affects the Stockholder (whether in his capacity as a stockholder or otherwise), in each case without the prior written consent of the Stockholder.

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 and Article VIII (Miscellaneous) shall survive such termination and shall remain in full force and effect in accordance with their terms; and (b) such termination shall not relieve any Party from any liability or obligation for any willful or intentional breach of any representation, warranty, covenant, or other obligation under this Agreement that occurred prior to such termination. For the avoidance of doubt, a "willful or intentional breach" means a material breach that is a consequence of an act or omission undertaken by the breaching Party with actual knowledge (or that should have been known with the exercise of reasonable diligence) that the taking of such act or failure to take such act would, or would reasonably be expected to, cause a breach of this Agreement.

ARTICLE VIII

MISCELLANEOUS

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 case addressed to the intended recipient as set forth below (or to such other address or email address as a Party may designate by written notice to the other Parties in accordance with this Section 8.1):

If to Parent or Merger Sub:

Solara Digital Infrastructure Fund VI LP c/o Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801

Attention: Marcus Elliston, Managing Partner; Priya Narasimhan, Co-Managing Partner & CIO

with a copy to (which shall not constitute notice):

Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022

Attention: Harrison Wexford

If to the Stockholder:

Jonathan Hargrove c/o Cloudium Technologies plc 600 Townsend Street, Suite 800 San Francisco, CA 94103

with a copy to (which shall not constitute notice):

Ridgeway Phelps & Sato LLP 375 Park Avenue New York, NY 10152

Attention: Catherine Answorth

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 respect to such subject matter. There are no representations, warranties, covenants, conditions, or other agreements, express or implied, collateral, statutory, or otherwise, among the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein.

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 privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. All rights and remedies provided herein are cumulative and are not exclusive of any other rights or remedies that may be available to any Party at law, in equity, or otherwise.

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-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

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 Commercial Litigation Division of the Delaware Superior Court, or if such court declines jurisdiction, the United States District Court for the District of Delaware), in any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment resulting therefrom, and each of the Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined in such courts.

(b) Each of the Parties hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any court referred to in Section 8.5(a), and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding so brought has been brought in an inconvenient forum.

(c) Each of the Parties agrees that service of process in any such action, suit, or proceeding may be made by delivery of a copy of such process by the methods and to the addresses specified in Section 8.1 of this Agreement, and that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 8.5 shall affect the right of any Party to serve process in any other manner permitted by applicable law.

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 HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, AND ENFORCEMENT OF THIS AGREEMENT.* Each Party certifies and acknowledges that (a) no representative of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce the foregoing waiver, (b) such Party understands and has considered the implications of this waiver, (c) such Party makes this waiver voluntarily, and (d) such Party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth in this Section 8.6.

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, or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case without proof of actual damages and without the necessity of posting any bond or other security (any requirement for the posting of which is hereby irrevocably waived by each of the Parties), this being in addition to any other remedy to which the Parties are entitled at law or in equity. Each Party further agrees that it will not oppose the granting of an injunction, specific performance, or other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity.

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 Parent may assign its rights (but not its obligations) under this Agreement, in whole or in part, to any wholly owned subsidiary or affiliate of Parent without the prior written consent of the Stockholder, provided that no such assignment shall relieve Parent of any of its obligations or liabilities under this Agreement. Any purported assignment in violation of this Section 8.8 shall be null and void ab initio*.

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 remain in full force and effect. Upon such determination that any provision, or the application of any such provision, is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement may be consummated as originally contemplated to the greatest extent possible. Without limiting the foregoing, if any such provision is held to be excessively broad as to scope, activity, subject, or otherwise, such provision shall be deemed and construed to be reformed and reduced to the minimum extent necessary to render it valid and enforceable under applicable law.

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 by electronic mail in portable document format (PDF) shall be as effective as delivery of a manually executed original counterpart of this Agreement.

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 respective heirs, executors, administrators, legal representatives, successors, and permitted assigns) shall have any right, benefit, priority, or interest under, or because of the existence of, this Agreement.

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 authorship of any of the provisions of this Agreement. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. The words "hereof," "herein," "hereunder," and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The use of the word "including" or "includes" herein shall mean "including, without limitation" or "includes, without limitation," respectively. References to Articles, Sections, and Schedules refer to the Articles, Sections, and Schedules of this Agreement, unless otherwise indicated. The word "or" shall not be exclusive. References to any statute or regulation refer to such statute or regulation as amended, supplemented, or modified from time to time, and to any corresponding provisions of successor statutes or regulations. References to "dollars" and "$" refer to currency of the United States of America.

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 otherwise affect the Company's or the Stockholder's rights and obligations under the Merger Agreement (or any ancillary agreement thereto) in any capacity other than as a stockholder of the Company, and the rights and obligations of the Stockholder under this Agreement are in addition to, and not in lieu of, any rights and obligations of the Stockholder under the Merger Agreement (including in his capacities as a director and/or officer of the Company).

[Signature Pages Follow]

IN WITNESS WHEREOF, the Parties have executed this Voting and Support Agreement as of the date first written above.

PARENT:

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

By: Solara Fund VI GP LLC, its General Partner

By: ________

Name: Marcus Elliston

Title: Authorized Signatory

MERGER SUB:

STRATOS MERGER SUB INC.

By: ________

Name: Priya Narasimhan

Title: President

STOCKHOLDER:

________________________________________

Jonathan Hargrove

SCHEDULE A

OWNED SHARES

The following table sets forth information with respect to the Owned Shares of the Stockholder as of January 22, 2024:

Note: The information set forth in this Schedule A does not include any equity awards (including stock options, restricted stock units, performance stock units, or other equity-based awards) granted to the Stockholder under the Company's equity incentive plans, the treatment of which is addressed separately in Article III of the Merger Agreement.

Item	Detail
Stockholder	Jonathan Hargrove
Shares of Common Stock of Cloudium Technologies plc	7,736,400 shares
Percentage of Outstanding Shares (based on 184,200,000 shares of common stock outstanding as of January 22, 2024)	Approximately 4.2%
Shares Subject to Rollover Agreement	3,868,200 shares (50% of Owned Shares)
Shares to Receive Cash Merger Consideration	3,868,200 shares (50% of Owned Shares), at approximately $36.92 per share
Stock Exchange	Nasdaq Global Select Market
Ticker Symbol	CLDM

VOTING AND SUPPORT AGREEMENT
Execution Version
January 22, 2024
This VOTING AND SUPPORT AGREEMENT (this "Agreement") is entered into as of January 22, 2024, by and among:
(1) SOLARA DIGITAL INFRASTRUCTURE FUND VI LP, a Delaware limited partnership ("Parent"), with principal offices at 1200 Market Street, Suite 3400, Wilmington, DE 19801, acting by and through its general partner, Solara Fund VI GP LLC, a Delaware limited liability company;
(2) STRATOS MERGER SUB INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), with its registered office at 1209 Orange Street, Wilmington, DE 19801; and
(3) JONATHAN HARGROVE, an individual ("Stockholder").
Parent, Merger Sub, and the Stockholder are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Parent, Merger Sub, and Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales, Company No. 09734521 (the "Company"), have entered into that certain Agreement and Plan of Merger, dated as of January 22, 2024 (as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), providing for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent;
WHEREAS, the Merger is structured as a reverse triangular merger under the General Corporation Law of the State of Delaware, as amended (the "DGCL"), pursuant to which Merger Sub will merge with and into the Company, the separate existence of Merger Sub will cease, and the Company will continue as the surviving corporation and a wholly owned subsidiary of Parent, at an aggregate deal value of approximately Six Billion Eight Hundred Million Dollars ($6,800,000,000), with each share of common stock of the Company being converted into the right to receive approximately Thirty-Six Dollars and Ninety-Two Cents ($36.92) per share in cash (subject to rollover elections as described herein and in the Merger Agreement), without interest thereon;
WHEREAS, the Stockholder is the Chief Executive Officer of the Company;
WHEREAS, as of the date hereof, the Stockholder is the record and beneficial owner of 7,736,400 shares of common stock, par value $0.001 per share, of the Company (the "Owned Shares"), representing approximately 4.2% of the 184,200,000 shares of common stock of the Company issued and outstanding as of the date hereof, as more particularly described on Schedule A attached hereto;
WHEREAS, concurrently with the execution and delivery of this Agreement, Parent and the Stockholder have entered into that certain Rollover Agreement, dated as of January 22, 2024 (the "Rollover Agreement"), pursuant to which the Stockholder has agreed to contribute 50% of his Owned Shares (3,868,200 shares) to the surviving entity (or a parent entity thereof designated by Parent) in exchange for equity interests therein, with the remaining 50% of his Owned Shares (3,868,200 shares) to be cashed out at the per-share merger consideration;
WHEREAS, as a condition and inducement to Parent's and Merger Sub's willingness to enter into the Merger Agreement, Parent and Merger Sub have required that the Stockholder enter into this Agreement with respect to the Covered Shares (as defined below); and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS
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 shares of common stock of the Company), (ii) any additional shares of common stock of the Company acquired by the Stockholder after the date hereof and prior to the Expiration Date, whether by purchase, exercise of options or warrants, conversion, dividend, distribution, or otherwise, and (iii) any securities of the Company into which or for which any of the shares described in clauses (i) and (ii) above may be converted or exchanged. For the avoidance of doubt, "Covered Shares" shall include any shares of common stock of the Company issued to the Stockholder upon vesting or settlement of equity awards under the Company's equity incentive plans during the term of this Agreement, to the extent such shares are held of record or beneficially by the Stockholder.
"Expiration Date" means the earliest to occur of: (a) the Effective Time (as defined in the Merger Agreement); (b) the valid termination of the Merger Agreement in accordance with Article VIII thereof; and (c) the date of any amendment, modification, supplement, or waiver of the Merger Agreement that (I) reduces the per-share merger consideration below $36.92, (II) changes the form of merger consideration from cash (other than with respect to the Rollover Agreement), or (III) otherwise materially and adversely affects the Stockholder, in each case under this clause (c) without the Stockholder's prior written consent.
"Merger Agreement" means the Agreement and Plan of Merger, dated as of January 22, 2024, by and among the Company, Merger Sub, and Parent, as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Owned Shares" means the 7,736,400 shares of common stock, par value $0.001 per share, of the Company beneficially and of record owned by the Stockholder as of the date hereof, as set forth on Schedule A attached hereto.
"Superior Proposal" shall have the meaning ascribed to such term in the Merger Agreement.
"Transfer" means, with respect to any security, any direct or indirect sale, assignment, transfer, pledge, hypothecation, encumbrance, gift, grant of a security interest, or other disposition of such security (or any interest therein), whether voluntary or involuntary, by operation of law or otherwise, including, without limitation, (i) any transfer by merger, consolidation, or similar business combination, (ii) any transfer by bequest, intestacy, or otherwise on death, (iii) the creation of any derivative interest in such security, and (iv) any short sale or any acquisition, purchase, sale, or grant of any right (including any put or call option, swap, or similar instrument) with respect to any of the voting or economic consequences of ownership of such security. "Transferred" shall have a correlative meaning.
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 Agreement.
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) the effects of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally, and (b) general equitable principles (whether considered in a proceeding in equity or at law) (collectively, the "Enforceability Exceptions*"). No consent, approval, authorization, or order of, or filing or registration with, any governmental authority or any other person is required to be obtained or made by the Stockholder in connection with the execution, delivery, and performance of this Agreement, except for any consent, approval, authorization, order, filing, or registration that has already been obtained or made.
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 Stockholder as of the date hereof. The Stockholder has good and valid title to the Owned Shares, free and clear of all liens, claims, charges, encumbrances, proxies, voting agreements, voting trusts, options, rights of first refusal, or other restrictions on transfer or voting of any nature whatsoever, except for: (i) restrictions created by this Agreement; (ii) restrictions arising under or created by the Rollover Agreement, dated as of January 22, 2024, between Parent and the Stockholder; (iii) applicable restrictions under federal and state securities laws, including those arising under Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and Rule 144 promulgated under the Securities Act of 1933, as amended; and (iv) restrictions arising under the Company's insider trading policy, a copy of which has been made available to Parent.
(b) Other than the Owned Shares, the Stockholder does not beneficially own any shares of common stock of the Company, or hold or have any right to acquire any options, warrants, convertible or exchangeable securities, stock appreciation rights, phantom stock, profit participations, or other rights, agreements, arrangements, or commitments of any character to acquire shares of common stock of the Company, whether exercisable currently or upon the occurrence of a future event or the passage of time, except for outstanding equity awards granted to the Stockholder under the Company's equity incentive plans, the treatment of which is addressed separately in Article III of the Merger Agreement.
(c) The Stockholder has sole voting power and sole dispositive power with respect to all of the Owned Shares, with no restrictions on the Stockholder's rights of voting or disposition pertaining thereto, and no person other than the Stockholder has any right to direct or approve the voting or disposition of any of the Owned Shares, except as otherwise provided in this Agreement or the Rollover Agreement.
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 bound; (ii) conflict with, result in a breach or violation of, constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, give rise to a right of termination, cancellation, modification, or acceleration of any obligation or loss of any benefit under, or result in the creation or imposition of any lien on any of the properties or assets of the Stockholder (including the Owned Shares) pursuant to, any contract, agreement, indenture, instrument, note, bond, loan agreement, lease, license, permit, franchise, or other arrangement to which the Stockholder is a party or by which the Stockholder or any of the Stockholder's properties or assets (including the Owned Shares) are bound; or (iii) result in the creation of any lien, claim, charge, encumbrance, proxy, or voting restriction on any of the Owned Shares, other than as contemplated by this Agreement or the Rollover Agreement.
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, materially delay, or materially impair the Stockholder's ability to perform the Stockholder's obligations under this Agreement or to consummate the transactions contemplated hereby on a timely basis.
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, conditions, and legal effect of the Merger Agreement, this Agreement, the Rollover Agreement, and the transactions contemplated thereby and hereby, and the Stockholder is entering into this Agreement voluntarily and based upon the Stockholder's own judgment and upon the advice of the Stockholder's own legal counsel.
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 Company, the Stockholder shall:
(a) appear at each such meeting, in person or by proxy, or otherwise cause the Covered Shares to be counted as present thereat, for purposes of calculating a quorum; and
(b) vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of the Covered Shares IN FAVOR OF:
(i) the adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger;
(ii) any proposal to adjourn or postpone any such meeting of stockholders to a later date if there are not sufficient votes for the adoption and approval of the Merger Agreement on the date on which such meeting is held or there are not sufficient shares of common stock of the Company present in person or represented by proxy to constitute a quorum at such meeting; and
(iii) any other matter reasonably necessary for the consummation of the transactions contemplated by the Merger Agreement that is considered at any such meeting of stockholders or upon which a written consent is sought.
For informational purposes only (and without limiting the generality of the foregoing), the Stockholder's Covered Shares as of the date hereof represent 7,736,400 shares of common stock of the Company, constituting approximately 4.2% of the 184,200,000 shares of common stock of the Company issued and outstanding as of the date hereof. Together with the voting support commitment provided by Pinnacle Growth Ventures LLC pursuant to that certain Voting and Support Agreement of even date herewith (covering 21,367,200 shares, representing approximately 11.6% of the outstanding shares of common stock of the Company), the aggregate voting support commitments obtained as of the date hereof cover approximately 29,103,600 shares, representing approximately 15.8% of the shares of common stock of the Company outstanding as of the date hereof.
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 stockholders of the Company, the Stockholder shall vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of the Covered Shares AGAINST*:
(a) any Competing Proposal, or any agreement, transaction, arrangement, or proposal (whether binding or non-binding) related to or in furtherance of a Competing Proposal;
(b) any action, proposal, transaction, or agreement that would reasonably be expected to (i) result in a breach of any covenant, representation, warranty, or obligation of the Company contained in the Merger Agreement, (ii) impede, frustrate, prevent, delay, or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, or (iii) result in any condition to the closing of the Merger set forth in Article VII of the Merger Agreement not being satisfied;
(c) any action, proposal, transaction, or agreement that would reasonably be expected to result in a material adverse effect (as defined in the Merger Agreement) on the Company;
(d) any extraordinary corporate transaction, including any merger, consolidation, business combination, tender offer, exchange offer, recapitalization, restructuring, dissolution, liquidation, or sale of all or substantially all of the assets of the Company or any of its subsidiaries, other than the Merger and the other transactions contemplated by the Merger Agreement;
(e) any change in the composition of the board of directors of the Company (or any committee thereof) that is not recommended by the existing board of directors of the Company; and
(f) any amendment, modification, or supplement to the Company's memorandum of association, articles of association, certificate of incorporation, bylaws, or other organizational documents that would or would reasonably be expected to impede, frustrate, prevent, delay, or nullify the Merger or any of the other transactions contemplated by the Merger Agreement or change the voting rights of any class of capital stock of the Company.
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 inconsistent proxies, powers of attorney, instructions, or other authorizations are in effect with respect to any of the Covered Shares.
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 delivering written consents) the Covered Shares in the manner specified in, and in accordance with, Section 3.1 and Section 3.2 of this Agreement at any annual or special meeting of the stockholders of the Company, however called (including at any adjournment, postponement, or continuation thereof), and in connection with any action by written consent of the stockholders of the Company.
(b) The Stockholder represents and warrants that any proxies heretofore given by the Stockholder in respect of the Covered Shares that would be inconsistent with the Proxy are not irrevocable and that all such proxies are hereby revoked.
(c) The Proxy granted pursuant to this Section 4.1 shall be valid and irrevocable until the Expiration Date. The Stockholder hereby affirms that the Proxy is coupled with an interest, having been granted in consideration of Parent and Merger Sub entering into the Merger Agreement and incurring the obligations set forth therein, and is given to secure the performance of the duties of the Stockholder under this Agreement. The Proxy shall not be revoked or otherwise rendered ineffective by any adjournment or postponement of any meeting of the stockholders of the Company, by the death or incapacity of the Stockholder, or by any other event (except termination of this Agreement in accordance with its terms).
(d) The Stockholder shall not grant any subsequent proxy or power of attorney with respect to the Covered Shares that is inconsistent with the Proxy, and any attempt to do so shall be null and void ab initio.
(e) The Proxy shall automatically terminate, without further action by any Party, upon the occurrence of the Expiration Date.
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, the Stockholder retains all rights of ownership of the Covered Shares, including the right to receive any dividends, distributions, or other payments with respect thereto.
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 contemplated by the Rollover Agreement, dated as of January 22, 2024, between Parent and the Stockholder;
(ii) Transfers for bona fide tax-planning or estate-planning purposes to a trust, family limited partnership, limited liability company, or similar entity or arrangement established solely for the benefit of the Stockholder or the Stockholder's immediate family members (i.e., the Stockholder's spouse, parents, children, siblings, and any of their respective descendants), provided that any such transferee executes and delivers to Parent, as a condition precedent to the effectiveness of such Transfer, a joinder agreement, in form and substance reasonably satisfactory to Parent, pursuant to which such transferee agrees to be bound by all of the terms and conditions of this Agreement as if such transferee were the Stockholder hereunder, and provided, further, that no such Transfer shall relieve the Stockholder of any of his obligations under this Agreement; and
(iii) Transfers made with the prior written consent of Parent (which consent may be withheld, delayed, or conditioned in Parent's sole and absolute discretion).
(b) Any Transfer, or attempted Transfer, of Covered Shares in violation of this Section 5.1 shall be null and void ab initio, and the Company shall not, and the Stockholder shall instruct the Company not to, record any such Transfer on the stock transfer books of the Company or recognize any such Transfer for any purpose.
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 representative of the Stockholder (in his capacity as a stockholder) to:
(i) solicit, initiate, knowingly encourage, knowingly induce, or knowingly facilitate (including by way of furnishing non-public information or providing access to any properties, books, or records of the Company or any subsidiary) any Competing Proposal or any inquiry, indication of interest, offer, or proposal that could reasonably be expected to lead to a Competing Proposal;
(ii) enter into, continue, or otherwise participate in any discussions or negotiations with any person (other than Parent, Merger Sub, and their respective representatives) regarding, or furnish to any person any non-public information in connection with or for the purpose of encouraging, inducing, or facilitating, any Competing Proposal or any inquiry, indication of interest, offer, or proposal that could reasonably be expected to lead to a Competing Proposal;
(iii) provide any non-public information or data of the Company or any of its subsidiaries to any person in connection with, or that would reasonably be expected to facilitate, a Competing Proposal; or
(iv) enter into, approve, endorse, or recommend any letter of intent, memorandum of understanding, term sheet, merger agreement, acquisition agreement, or other similar agreement, arrangement, or understanding relating to a Competing Proposal, or resolve, agree, or propose to do any of the foregoing.
(b) Notwithstanding anything to the contrary in this Section 5.2, nothing in this Section 5.2 shall limit or restrict the Stockholder's ability to take any action in his capacity as a director or officer of the Company to the extent such action is permitted by the fiduciary-out provisions of Section 6.4 of the Merger Agreement or is otherwise required by the Stockholder's fiduciary duties as a director or officer of the Company under applicable law.
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 distinguished from communications received in his capacity as a director or officer of the Company, which shall be governed by the notification provisions of the Merger Agreement); and (b) any material development, change, or modification with respect to any such Competing Proposal, inquiry, indication of interest, offer, or proposal, including the identity of the person or group making such Competing Proposal, inquiry, indication of interest, offer, or proposal, and the material terms and conditions thereof (including any changes to such terms and conditions). The Stockholder shall keep Parent reasonably informed on a prompt basis of the status of any such Competing Proposal, inquiry, indication of interest, offer, or proposal.
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 the Merger or any of the other transactions contemplated by the Merger Agreement. The Stockholder agrees not to commence, join in, or facilitate, or assist any other person in commencing, any claim, derivative or otherwise, against Parent, Merger Sub, the Company, or any of their respective successors, directors, officers, or affiliates relating to the negotiation, execution, or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (i) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Merger Agreement, or (ii) alleging a breach of any fiduciary duty of the board of directors of the Company in connection with the Merger Agreement, this Agreement, or the transactions contemplated thereby and hereby.
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, conditioned, or delayed), except as may be required by applicable law, legal process, or the rules or regulations of the Nasdaq Global Select Market, in which case the Stockholder shall use reasonable best efforts to provide Parent with advance notice of, and a reasonable opportunity to review and comment upon, any such required disclosure prior to the making thereof.
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 contemplated by this Agreement, including, without limitation, executing and delivering any additional proxies, written consents, or instruments of transfer reasonably necessary to effectuate the purposes hereof.
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 exercise of his fiduciary duties in such capacity, provided* that any such action or inaction is not otherwise prohibited by the Merger Agreement. Without limiting the generality of the foregoing, (a) nothing herein shall prevent or be construed to create any obligation on the part of the Stockholder, in his capacity as a director or officer of the Company, to take or refrain from taking any action in connection with the performance of his duties as a director or officer that is permitted under the Merger Agreement, and (b) no action taken by the Stockholder in his capacity as a director or officer of the Company in compliance with the Merger Agreement shall be deemed a breach of any representation, warranty, covenant, or obligation of the Stockholder under this Agreement.
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 laws of the State of Delaware, with full corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby.
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 binding obligation of each of Parent and Merger Sub, enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions.
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 Parent, or the certificate of incorporation, bylaws, or other organizational documents of Merger Sub; (ii) violate any law, statute, regulation, rule, order, judgment, injunction, or decree applicable to Parent or Merger Sub; or (iii) result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, modification, or acceleration under any material agreement to which Parent or Merger Sub is a party.
ARTICLE VII
TERMINATION
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 set forth herein shall have been fully performed as of the relevant dates;
(b) the valid termination of the Merger Agreement in accordance with Article VIII thereof;
(c) the mutual written agreement of Parent, Merger Sub, and the Stockholder to terminate this Agreement; and
(d) the date of any amendment, modification, supplement, or waiver of the Merger Agreement that (i) reduces the per-share merger consideration below $36.92, (ii) changes the form of merger consideration from cash (other than with respect to the Rollover Agreement and as otherwise expressly contemplated by the Merger Agreement), or (iii) otherwise materially and adversely affects the Stockholder (whether in his capacity as a stockholder or otherwise), in each case without the prior written consent of the Stockholder.
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 and Article VIII (Miscellaneous) shall survive such termination and shall remain in full force and effect in accordance with their terms; and (b) such termination shall not relieve any Party from any liability or obligation for any willful or intentional breach of any representation, warranty, covenant, or other obligation under this Agreement that occurred prior to such termination. For the avoidance of doubt, a "willful or intentional breach" means a material breach that is a consequence of an act or omission undertaken by the breaching Party with actual knowledge (or that should have been known with the exercise of reasonable diligence) that the taking of such act or failure to take such act would, or would reasonably be expected to, cause a breach of this Agreement.
ARTICLE VIII
MISCELLANEOUS
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 case addressed to the intended recipient as set forth below (or to such other address or email address as a Party may designate by written notice to the other Parties in accordance with this Section 8.1):
If to Parent or Merger Sub:
Solara Digital Infrastructure Fund VI LP c/o Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801
Attention: Marcus Elliston, Managing Partner; Priya Narasimhan, Co-Managing Partner & CIO
with a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Attention: Harrison Wexford
If to the Stockholder:
Jonathan Hargrove c/o Cloudium Technologies plc 600 Townsend Street, Suite 800 San Francisco, CA 94103
with a copy to (which shall not constitute notice):
Ridgeway Phelps & Sato LLP 375 Park Avenue New York, NY 10152
Attention: Catherine Answorth
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 respect to such subject matter. There are no representations, warranties, covenants, conditions, or other agreements, express or implied, collateral, statutory, or otherwise, among the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein.
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 privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. All rights and remedies provided herein are cumulative and are not exclusive of any other rights or remedies that may be available to any Party at law, in equity, or otherwise.
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-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
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 Commercial Litigation Division of the Delaware Superior Court, or if such court declines jurisdiction, the United States District Court for the District of Delaware), in any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment resulting therefrom, and each of the Parties hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined in such courts.
(b) Each of the Parties hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any court referred to in Section 8.5(a), and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding so brought has been brought in an inconvenient forum.
(c) Each of the Parties agrees that service of process in any such action, suit, or proceeding may be made by delivery of a copy of such process by the methods and to the addresses specified in Section 8.1 of this Agreement, and that such service shall constitute good and sufficient service of process and notice thereof. Nothing in this Section 8.5 shall affect the right of any Party to serve process in any other manner permitted by applicable law.
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 HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, AND ENFORCEMENT OF THIS AGREEMENT.* Each Party certifies and acknowledges that (a) no representative of any other Party has represented, expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce the foregoing waiver, (b) such Party understands and has considered the implications of this waiver, (c) such Party makes this waiver voluntarily, and (d) such Party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications set forth in this Section 8.6.
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, or other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case without proof of actual damages and without the necessity of posting any bond or other security (any requirement for the posting of which is hereby irrevocably waived by each of the Parties), this being in addition to any other remedy to which the Parties are entitled at law or in equity. Each Party further agrees that it will not oppose the granting of an injunction, specific performance, or other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity.
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 Parent may assign its rights (but not its obligations) under this Agreement, in whole or in part, to any wholly owned subsidiary or affiliate of Parent without the prior written consent of the Stockholder, provided that no such assignment shall relieve Parent of any of its obligations or liabilities under this Agreement. Any purported assignment in violation of this Section 8.8 shall be null and void ab initio*.
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 remain in full force and effect. Upon such determination that any provision, or the application of any such provision, is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement may be consummated as originally contemplated to the greatest extent possible. Without limiting the foregoing, if any such provision is held to be excessively broad as to scope, activity, subject, or otherwise, such provision shall be deemed and construed to be reformed and reduced to the minimum extent necessary to render it valid and enforceable under applicable law.
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 by electronic mail in portable document format (PDF) shall be as effective as delivery of a manually executed original counterpart of this Agreement.
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 respective heirs, executors, administrators, legal representatives, successors, and permitted assigns) shall have any right, benefit, priority, or interest under, or because of the existence of, this Agreement.
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 authorship of any of the provisions of this Agreement. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement. The words "hereof," "herein," "hereunder," and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The use of the word "including" or "includes" herein shall mean "including, without limitation" or "includes, without limitation," respectively. References to Articles, Sections, and Schedules refer to the Articles, Sections, and Schedules of this Agreement, unless otherwise indicated. The word "or" shall not be exclusive. References to any statute or regulation refer to such statute or regulation as amended, supplemented, or modified from time to time, and to any corresponding provisions of successor statutes or regulations. References to "dollars" and "$" refer to currency of the United States of America.
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 otherwise affect the Company's or the Stockholder's rights and obligations under the Merger Agreement (or any ancillary agreement thereto) in any capacity other than as a stockholder of the Company, and the rights and obligations of the Stockholder under this Agreement are in addition to, and not in lieu of, any rights and obligations of the Stockholder under the Merger Agreement (including in his capacities as a director and/or officer of the Company).
[Signature Pages Follow]
IN WITNESS WHEREOF, the Parties have executed this Voting and Support Agreement as of the date first written above.
PARENT:
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP
By: Solara Fund VI GP LLC, its General Partner
By: ________
Name: Marcus Elliston
Title: Authorized Signatory
MERGER SUB:
STRATOS MERGER SUB INC.
By: ________
Name: Priya Narasimhan
Title: President
STOCKHOLDER:
________________________________________
Jonathan Hargrove
SCHEDULE A
OWNED SHARES
The following table sets forth information with respect to the Owned Shares of the Stockholder as of January 22, 2024:
Note: The information set forth in this Schedule A does not include any equity awards (including stock options, restricted stock units, performance stock units, or other equity-based awards) granted to the Stockholder under the Company's equity incentive plans, the treatment of which is addressed separately in Article III of the Merger Agreement.
Item | Detail
Stockholder | Jonathan Hargrove
Shares of Common Stock of Cloudium Technologies plc | 7,736,400 shares
Percentage of Outstanding Shares (based on 184,200,000 shares of common stock outstanding as of January 22, 2024) | Approximately 4.2%
Shares Subject to Rollover Agreement | 3,868,200 shares (50% of Owned Shares)
Shares to Receive Cash Merger Consideration | 3,868,200 shares (50% of Owned Shares), at approximately $36.92 per share
Stock Exchange | Nasdaq Global Select Market
Ticker Symbol | CLDM