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

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

135 / 155 ← → ✕

Contract analysis Extract to table

VOTING AND SUPPORT AGREEMENT

dated as of

January 22, 2024

by and among

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

STRATOS MERGER SUB INC.

and

PINNACLE GROWTH VENTURES LLC

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT (this "Agreement") is entered into as of January 22, 2024, by and among Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Parent"), Stratos Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Pinnacle Growth Ventures LLC, a Delaware limited liability company (the "Stockholder"). Parent, Merger Sub, and the Stockholder are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, Merger Sub, and Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (the "Company"), have entered into that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), pursuant to which, among other things, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent. The Merger is structured as a reverse triangular merger under the Delaware General Corporation Law. Pursuant to the Merger Agreement, at the Effective Time, each share of common stock of the Company outstanding immediately prior to the Effective Time (other than Excluded Shares, Dissenting Shares, and Rollover Shares, each as defined in the Merger Agreement) will be converted into the right to receive per-share merger consideration of approximately $36.92 per share in cash, without interest and subject to applicable withholding taxes (the "Per-Share Merger Consideration"), representing an aggregate deal value of approximately $6,800,000,000;

WHEREAS, the Stockholder is the record and beneficial owner of 21,367,200 shares of common stock, par value $0.001 per share, of the Company (the "Owned Shares"), representing approximately 11.6% of the 184,200,000 shares of common stock of the Company outstanding as of the date hereof. The Stockholder maintains its principal offices at 777 Third Avenue, 28th Floor, New York, NY 10017, and Evelyn Carmichael serves as the Managing Member of the Stockholder;

WHEREAS, concurrently with the execution of this Agreement, the Stockholder has entered into that certain Rollover Agreement with Parent, dated as of the date hereof (the "Rollover Agreement"), pursuant to which the Stockholder has agreed to roll over 60% of its Owned Shares (12,820,320 shares, representing approximately $473,241,408 in value at the Per-Share Merger Consideration) into equity interests in the surviving entity following the consummation of the Merger, with the balance of its Owned Shares (8,546,880 shares) being converted into the right to receive the Per-Share Merger Consideration in cash at the Effective Time;

WHEREAS, as a material condition and inducement to the willingness of Parent and Merger Sub to enter into the Merger Agreement, Parent and Merger Sub have required that the Stockholder enter into this Agreement, and the Stockholder has agreed to do so in order to facilitate the consummation of the Merger and the other transactions contemplated by the Merger Agreement; and

WHEREAS, the Stockholder currently holds two (2) seats on the board of directors of the Company (the "Board"), and the Stockholder's designees on the Board have recused themselves from, or otherwise participated in, the Board's consideration and approval of the Merger Agreement in accordance with applicable law, the Company's articles of association, and the Company's corporate governance policies.

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

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:

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

"Agreement" shall have the meaning set forth in the preamble hereto.

"Board" shall have the meaning set forth in the Recitals hereto.

"Company" means Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company Number 09734521), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its United States headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103.

"Covered Shares" means (a) all Owned Shares and (b) all 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, conversion, dividend, distribution, or otherwise, including, without limitation, any shares of common stock of the Company acquired by the Stockholder through any stock split, stock dividend, recapitalization, reorganization, reclassification, combination, exchange of shares, or other similar event affecting the outstanding shares of common stock of the Company. For the avoidance of doubt, "Covered Shares" shall include all shares of common stock of the Company that the Stockholder has the right to vote or direct the voting of as of the date hereof or at any time during the period from the date hereof through the Expiration Date.

"Effective Time" shall have the meaning ascribed to such term in the Merger Agreement.

"Expiration Date" means the earliest to occur of: (a) the Effective Time (as defined in the Merger Agreement); (b) the date on which the Merger Agreement is validly terminated in accordance with its terms; and (c) the date of any modification, waiver, or amendment of the Merger Agreement that (i) reduces the Per-Share Merger Consideration below $36.92 per share or (ii) changes the form of consideration payable to the stockholders of the Company under the Merger Agreement from cash (or cash and rollover equity, as applicable) to a materially different form, in each case under this clause (c), without the prior written consent of the Stockholder.

"Merger" shall have the meaning set forth in the Recitals hereto.

"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 it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.

"Merger Sub" means Stratos Merger Sub Inc., a Delaware corporation (DE File No. 7923841), with its registered office at 1209 Orange Street, Wilmington, Delaware 19801.

"Owned Shares" means the 21,367,200 shares of common stock of the Company beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the Stockholder as of the date hereof, as more particularly set forth on Schedule A attached hereto.

"Parent" means Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership, whose general partner is Solara Fund VI GP LLC, a Delaware limited liability company.

"Party" and "Parties" shall have the meaning set forth in the preamble hereto.

"Per-Share Merger Consideration" shall have the meaning set forth in the Recitals hereto.

"Rollover Agreement" shall have the meaning set forth in the Recitals hereto.

"Stockholder" shall have the meaning set forth in the preamble hereto.

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

"Transfer" means any direct or indirect sale, assignment, transfer, pledge, hypothecation, encumbrance, grant of a security interest, or other disposition of any kind (whether voluntary, involuntary, by operation of law, or otherwise), including, without limitation, any transfer by gift, any transfer to a trust, any transfer pursuant to a court order, and any transfer in connection with any margin loan or other lending arrangement. The terms "Transferred" and "Transferring" shall have correlative meanings.

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

ARTICLE II

VOTING AGREEMENT

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

(a) appear at such meeting 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:

(i) in favor of the adoption and approval of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement, including, without limitation, any actions required in furtherance thereof and any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement that are submitted for a vote or consent of the stockholders of the Company; and

(ii) in favor of any proposal to adjourn or postpone any meeting of the stockholders of the Company at which any of the foregoing matters is submitted for consideration and vote of the stockholders of the Company to a later date if there are not sufficient votes for the adoption and approval of the Merger Agreement and the approval of the Merger on the date on which such meeting is held or otherwise at the request of Parent.

The Stockholder acknowledges and agrees that a special meeting of the stockholders of the Company is expected to be convened for the purpose of seeking stockholder approval of the Merger Agreement and the transactions contemplated thereby, and that the Company will file a Definitive Proxy Statement with the U.S. Securities and Exchange Commission in connection therewith.

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

(a) any Acquisition Proposal or Superior Proposal (each as defined in the Merger Agreement) other than the Merger;

(b) any merger, consolidation, business combination, sale of all or substantially all of the assets, reorganization, recapitalization, dissolution, liquidation, or winding up of or by the Company, in each case other than the Merger and the other transactions contemplated by the Merger Agreement;

(c) any action, proposal, transaction, or agreement that would reasonably be expected to (i) result in a breach of any covenant, representation, or warranty, or any other obligation or agreement, of the Company contained in the Merger Agreement, or (ii) impede, interfere with, delay, discourage, adversely affect, or inhibit the timely consummation of the Merger or the fulfillment of any condition to the consummation of the Merger or to the obligations of any party under the Merger Agreement; and

(d) any other action, agreement, or transaction that is intended to, or would reasonably be expected to, materially impede, interfere with, delay, postpone, or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement, or that would reasonably be expected to adversely affect the Stockholder's ability to perform its obligations under this Agreement.

Section 2.3 Irrevocable Proxy.

(a) In order to secure the performance of the Stockholder's obligations under this Article II, the Stockholder hereby irrevocably appoints Parent and any designee of Parent as the Stockholder's true and lawful attorney-in-fact and proxy (the "Proxy"), with full power of substitution and resubstitution, for and in the name, place, and stead of the Stockholder, to vote (or cause to be voted) the Covered Shares, or to execute and deliver written consents with respect to the Covered Shares, at every meeting of the stockholders of the Company, at every adjournment, recess, continuation, or postponement thereof, and in connection with every action by written consent of the stockholders of the Company, in each case in the manner specified in, and subject to the terms and conditions of, Sections 2.1 and 2.2 of this Agreement. The Proxy granted by the Stockholder pursuant to this Section 2.3 is coupled with an interest in favor of Parent and is irrevocable and shall not be terminated by any act of the Stockholder or by operation of law (including, without limitation, the dissolution, liquidation, or winding up of the Stockholder), or by the occurrence of any other event or events, except as expressly provided in paragraph (b) below.

(b) The Proxy granted hereby shall automatically terminate and be of no further force or effect upon the occurrence of the Expiration Date. Upon termination of the Proxy, the voting rights with respect to the Covered Shares shall revert to the Stockholder.

(c) The Stockholder represents and warrants that any and all prior proxies given by the Stockholder with respect to the Covered Shares that are inconsistent with the Proxy granted hereby are hereby revoked and that no subsequent proxies will be given by the Stockholder with respect to the Covered Shares that are inconsistent with this Agreement. The Stockholder shall take such further action and execute such further instruments as may be reasonably necessary to effectuate the intent of the Proxy granted hereby.

(d) Parent agrees not to exercise the Proxy granted hereby on any matter other than as set forth in Sections 2.1 and 2.2 of this Agreement.

ARTICLE III

TRANSFER RESTRICTIONS

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

(a) Transfers to a direct or indirect wholly owned affiliate of the Stockholder; provided, that (i) such affiliate transferee shall have first agreed in writing, in a form and substance reasonably satisfactory to Parent, to be bound by all of the terms and conditions of this Agreement (including, without limitation, the voting obligations set forth in Article II and the transfer restrictions set forth in this Article III) with respect to the Covered Shares so Transferred as if such affiliate were the original signatory to this Agreement, and (ii) the Stockholder shall remain jointly and severally liable with such affiliate for all obligations under this Agreement with respect to the Covered Shares so Transferred;

(b) Transfers made pursuant to and in accordance with the terms of the Rollover Agreement; and

(c) Transfers made with the prior written consent of Parent (which consent may be granted or withheld in Parent's sole discretion).

Section 3.2 No Encumbrances. From the date hereof until the Expiration Date, the Stockholder shall not, directly or indirectly:

(a) grant any proxies, powers of attorney, or other authorizations or consents in or with respect to any of the Covered Shares that are inconsistent with this Agreement;

(b) deposit any Covered Shares into a voting trust or enter into a voting agreement, understanding, or arrangement with respect to any Covered Shares that is inconsistent with this Agreement; or

(c) take any other action with respect to the Covered Shares that would in any way restrict, limit, or interfere with the performance of the Stockholder's obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.

Section 3.3 Transfers in Violation. Any attempted Transfer of any Covered Shares or any interest therein in violation of this Article III shall be null and void ab initio, and the Company shall not, and the Stockholder shall not permit any transfer agent to, register any such Transfer of Covered Shares on the stock transfer books of the Company or issue a new certificate representing any such Covered Shares. The Stockholder agrees that, in addition to any other remedies available to Parent under this Agreement or otherwise, Parent shall be entitled to seek an injunction or other equitable relief to prevent any such Transfer or threatened Transfer.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

The Stockholder hereby represents and warrants to Parent and Merger Sub as follows:

Section 4.1 Organization and Authority.

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

(b) The execution, delivery, and performance by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of the Stockholder, including, without limitation, the approval of Evelyn Carmichael in her capacity as Managing Member of the Stockholder. No other proceedings on the part of the Stockholder are necessary to authorize the execution, delivery, and performance by the Stockholder of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby.

Section 4.2 Ownership.

(a) The Stockholder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the Owned Shares, consisting of 21,367,200 shares of common stock of the Company, all of which are set forth on Schedule A attached hereto. The Stockholder has good and valid title to the Owned Shares, free and clear of all liens, encumbrances, pledges, mortgages, deeds of trust, security interests, claims, charges, options, rights of first refusal, co-sale rights, preemptive rights, put or call rights, and other restrictions or limitations of any kind (collectively, "Liens"), other than (i) restrictions arising under applicable federal and state securities laws, (ii) Liens created by or arising under this Agreement, and (iii) Liens created by or arising under the Rollover Agreement.

(b) The Stockholder has the sole right to vote, or direct the voting of, and the sole right to dispose of, or direct the disposition of, all of the Owned Shares. No person other than the Stockholder has any right to vote or direct the voting of any of the Owned Shares.

(c) As of the date hereof, other than the Owned Shares, the Stockholder does not beneficially own any shares of common stock of the Company, or any options, warrants, convertible or exchangeable securities, stock appreciation rights, phantom equity, or other rights to acquire, or securities convertible into or exercisable or exchangeable for, any shares of common stock of the Company, other than the rights held by the Stockholder under the Rollover Agreement.

Section 4.3 No Conflicts. The execution and delivery by the Stockholder of this Agreement, compliance by the Stockholder with the provisions hereof, and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (with or without notice or the passage of time or both):

(a) conflict with or result in any breach of the certificate of formation, limited liability company agreement, or other organizational documents of the Stockholder;

(b) conflict with or result in a violation or breach of, or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or give rise to a right of termination, cancellation, acceleration, or other change of any right or obligation or the loss of any benefit under, any contract, agreement, instrument, permit, concession, franchise, or license to which the Stockholder is a party or by which the Stockholder or any of the Covered Shares is or may be bound or affected; or

(c) conflict with or violate any order, judgment, injunction, decree, statute, law, ordinance, rule, or regulation of any governmental authority applicable to the Stockholder or the Covered Shares.

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

Section 4.5 Binding Agreement. This Agreement has been duly executed and delivered by the Stockholder and, assuming the due authorization, execution, and delivery by each of Parent and Merger Sub, constitutes a legal, valid, and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or conveyance, or similar laws of general applicability relating to or affecting the rights and remedies of creditors generally and (b) general principles of equity (whether considered in a proceeding in equity or at law) (collectively, the "Enforceability Exceptions").

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

Section 4.7 Reliance. The Stockholder understands and acknowledges that each of Parent and Merger Sub is entering into the Merger Agreement in reliance upon the Stockholder's execution, delivery, and performance of this Agreement and the representations, warranties, covenants, and agreements of the Stockholder set forth herein. The Stockholder has received and reviewed a copy of the Merger Agreement, and the Stockholder has had the opportunity, with the assistance of its own legal and financial advisors, to review and evaluate the terms and conditions of this Agreement, the Merger Agreement, and the Rollover Agreement.

ARTICLE V

ADDITIONAL COVENANTS

Section 5.1 No Solicitation.

(a) From the date hereof until the Expiration Date, the Stockholder, acting in its capacity as a stockholder of the Company, shall not, and shall cause its affiliates (other than the Company and its subsidiaries) and shall direct and use reasonable best efforts to cause its and their respective directors, officers, managers, employees, consultants, financial advisors, attorneys, accountants, agents, and other representatives (collectively, the "Representatives") not to, directly or indirectly:

(i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing non-public information) any inquiries, proposals, indications of interest, or offers from any person (other than Parent and its affiliates) that constitute, or would reasonably be expected to lead to, any Acquisition Proposal;

(ii) enter into, continue, or otherwise participate in any discussions or negotiations with any person (other than Parent and its affiliates) regarding, or furnish to any such person any non-public information in furtherance of, any Acquisition Proposal or any inquiry, proposal, indication of interest, or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal;

(iii) provide any non-public information concerning the Company or any of its subsidiaries to any person (other than Parent and its affiliates) in connection with, or in furtherance of, any Acquisition Proposal or any inquiry, proposal, indication of interest, or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; or

(iv) approve, endorse, recommend, or enter into (or publicly propose to approve, endorse, recommend, or enter into) any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, or similar definitive agreement with respect to any Acquisition Proposal.

(b) Clarification Regarding Board Service. Notwithstanding anything to the contrary in this Section 5.1, the restrictions and obligations set forth in this Section 5.1 apply solely to the Stockholder in its capacity as a stockholder of the Company. Nothing in this Agreement shall limit, restrict, or otherwise affect the actions of any designee of the Stockholder (or its affiliates) who serves as a member of the Board of the Company from acting in his or her capacity as a director of the Company, including, without limitation, in connection with the exercise by the Board of the Company of its fiduciary duties under applicable law (including any fiduciary-out exercise by the Board), it being understood that no such actions taken in good faith in the discharge of such director's fiduciary duties shall be deemed to be a breach of this Agreement by the Stockholder.

Section 5.2 Notification. From the date hereof until the Expiration Date, the Stockholder shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing of: (a) any Acquisition Proposal or any inquiry, proposal, indication of interest, or request for information that would reasonably be expected to lead to an Acquisition Proposal, in each case received by the Stockholder or any of its Representatives (in their capacity as representatives of the Stockholder), including the material terms and conditions thereof and the identity of the person or group making such Acquisition Proposal, inquiry, proposal, indication of interest, or request; (b) any material change in the facts and circumstances set forth in the Stockholder's representations and warranties contained in this Agreement that would cause any such representation or warranty to become untrue or inaccurate in any material respect; and (c) any written notice or other written communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement.

Section 5.3 No Public Statements. From the date hereof until the Expiration Date, the Stockholder shall not, and shall cause its affiliates and its and their respective Representatives not to, issue any press release or make any other public announcement or statement with respect to this Agreement, the Merger Agreement, the Rollover Agreement, or any of the transactions contemplated hereby or thereby, except: (a) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed); or (b) as may be required by applicable law (including, without limitation, applicable securities laws and the rules of any applicable securities exchange), in which case the Stockholder shall use reasonable best efforts to provide Parent with reasonable advance notice of such announcement or statement and the opportunity to review and provide comments on such announcement or statement prior to its issuance, and the Stockholder shall consider in good faith any such comments provided by Parent.

Section 5.4 Further Assurances. From time to time and without additional consideration, the Stockholder shall (and shall cause its affiliates to) execute and deliver, or cause to be executed and delivered, such additional instruments, documents, conveyances, or assurances and take such further actions as may be reasonably necessary or desirable to carry out the provisions of this Agreement and to give effect to the transactions contemplated hereby, including, without limitation, executing and delivering any additional agreements, certificates, instruments, and other documents as Parent may reasonably request for the purpose of effectively carrying out the purposes and intent of this Agreement.

Section 5.5 Waiver of Appraisal Rights. The Stockholder hereby irrevocably and unconditionally waives and agrees not to exercise, assert, or perfect (or attempt to exercise, assert, or perfect) any rights of appraisal, any rights to dissent, or any similar rights that the Stockholder may have in connection with the Merger with respect to any Covered Shares, whether arising under Section 262 of the Delaware General Corporation Law, under any applicable provisions of the Companies Act 2006 of England and Wales, or under any other applicable law. The Stockholder agrees not to commence, join in, or otherwise participate in any claim, action, derivative action, suit, or proceeding, in law or in equity, against the Company, Parent, Merger Sub, or any of their respective successors or assigns (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement, the Merger Agreement, or the Rollover Agreement, or (b) alleging a breach of any fiduciary duty of the Board or any member thereof in connection with the negotiation, execution, and delivery of the Merger Agreement or the consummation of the Merger.

Section 5.6 Stockholder Capacity. The Stockholder is entering into this Agreement solely in its capacity as the record and beneficial owner of the Covered Shares. Nothing in this Agreement shall be construed to limit, restrict, or otherwise affect any action taken by any designee or representative of the Stockholder (or any of its affiliates) who serves as a director of the Company, so long as such action is taken in his or her capacity as a director of the Company and in good faith in the exercise of his or her fiduciary duties as such director. The Parties acknowledge and agree that this Agreement shall not be deemed to be a "group" agreement for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.

ARTICLE VI

TERMINATION

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

(a) the Effective Time of the Merger, at which point the obligations of the Parties hereunder shall have been fully performed;

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

(c) any amendment, modification, supplement, or waiver of the Merger Agreement (or any provision thereof) that (i) reduces the Per-Share Merger Consideration below $36.92 per share, or (ii) changes the form of consideration payable to the stockholders of the Company under the Merger Agreement from cash (or cash and rollover equity, as applicable) to a materially different form of consideration, in each case under this clause (c), without the prior written consent of the Stockholder; and

(d) the mutual written agreement of Parent, Merger Sub, and the Stockholder to terminate this Agreement.

Section 6.2 Survival. Notwithstanding the termination of this Agreement pursuant to Section 6.1:

(a) The provisions of this Section 6.2 and Article VII (Miscellaneous) shall survive the termination of this Agreement and shall remain in full force and effect following such termination.

(b) Any representations, warranties, covenants, or agreements contained in this Agreement that, by their terms, are to be performed or observed after the Expiration Date shall survive the termination of this Agreement to the extent necessary to give effect to the obligations contained therein.

(c) The termination of this Agreement shall not relieve any Party from liability for any willful and material breach of this Agreement occurring prior to such termination. For purposes of this Section 6.2(c), a "willful and material 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 reasonable inquiry) that the taking of such act or failure to take such act would, or would reasonably be expected to, cause a material breach of this Agreement.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Notices. All notices, requests, demands, consents, and other communications under this Agreement shall be in writing and shall be deemed duly given, made, or received: (a) when delivered by hand or by nationally recognized overnight courier; (b) when sent by facsimile or electronic mail (with confirmation of transmission); or (c) three (3) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice):

If to Parent or Merger Sub:

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

Attention: Marcus Elliston, Founder & Managing Partner

and Priya Narasimhan, Co-Managing Partner & CIO

Email: melliston@solaradigital.com; pnarasimhan@solaradigital.com

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

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

Attention: Harrison Wexford, Partner

and Beatrice Holloway, Partner Reference: Matter No. 1041-00003

Email: hwexford@calderwoodharkness.com; bholloway@calderwoodharkness.com

If to the Stockholder:

Pinnacle Growth Ventures LLC 777 Third Avenue, 28th Floor New York, New York 10017

Attention: Evelyn Carmichael, Managing Member

Email: ecarmichael@pinnaclegv.com

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

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

Attention: Catherine Answorth, Partner

Email: cansworth@ridgewayphelps.com

Section 7.2 Entire Agreement. This Agreement, together with the Merger Agreement and the Rollover Agreement (including the schedules and exhibits attached thereto), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. No representations, warranties, covenants, or agreements have been made by any Party with respect to the subject matter hereof other than those expressly set forth herein and in the Merger Agreement and the Rollover Agreement.

Section 7.3 Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by each of the Parties hereto. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. The failure of any Party hereto to exercise any right, power, or remedy under this Agreement shall not operate as a waiver thereof.

Section 7.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, estates, successors, and permitted assigns. No Party may assign any of its respective rights or delegate any of its respective obligations hereunder without the prior written consent of each of the other Parties hereto; provided, however, that the Stockholder may, without the consent of Parent or Merger Sub, assign its rights and delegate its obligations hereunder to an affiliate of the Stockholder in connection with a permitted transfer of Covered Shares under Section 3.1(a), subject to compliance with the conditions set forth therein. Any purported assignment in violation of this Section 7.4 shall be null and void.

Section 7.5 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person (including, without limitation, any stockholder, director, officer, employee, or creditor of the Company) any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that the Company shall be an express third-party beneficiary of the Stockholder's obligations under Article II (Voting Agreement) and Article III (Transfer Restrictions) and shall be entitled to enforce such obligations directly against the Stockholder as if the Company were a party to this Agreement.

Section 7.6 Governing Law. This Agreement, and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Agreement and the negotiation, execution, and performance hereof, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (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 7.7 Jurisdiction and Venue; Waiver of Jury Trial.

(a) Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state court or federal court of the United States of America sitting in the State of Delaware) in any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, 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 court. Each of the Parties agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each Party irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, 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 in any court referred to in this Section 7.7(a), and any defense of inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court.

(b) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.7(b).

Section 7.8 Specific Performance. The Parties acknowledge and agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the courts described in Section 7.7, in addition to any other remedy to which such Party is entitled at law or in equity, in each case without the necessity of demonstrating the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security. Each Party further agrees that it shall not oppose the granting of an injunction, specific performance, or other equitable relief on the basis that (a) any other Party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or in equity.

Section 7.9 Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any Party. Upon such a determination, 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 hereby are consummated as originally contemplated to the greatest extent possible.

Section 7.10 Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile, portable document format (.pdf), or other electronic transmission, including any electronic signature compliant with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law), each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

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

Section 7.12 Interpretation. The following rules of interpretation shall apply to this Agreement:

(a) The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(b) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."

(c) Words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other genders as the context requires.

(d) The terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement, including the schedules hereto.

(e) References to any statute shall be deemed to refer to such statute as amended, modified, or supplemented from time to time, and to any rules and regulations promulgated thereunder.

(f) References to "Sections," "Articles," and "Schedules" are to Sections, Articles, and Schedules of and to this Agreement unless otherwise specified.

(g) 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, 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.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first written above.

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

By: Solara Fund VI GP LLC, its General Partner

By: ________

Name: Marcus Elliston

Title: Authorized Signatory

Date: January 22, 2024

STRATOS MERGER SUB INC.

By: ________

Name: Priya Narasimhan

Title: President

Date: January 22, 2024

PINNACLE GROWTH VENTURES LLC

By: ________

Name: Evelyn Carmichael

Title: Managing Member

Date: January 22, 2024

SCHEDULE A

OWNED SHARES

The following sets forth the Covered Shares (consisting of the Owned Shares) beneficially owned by the Stockholder as of the date of this Agreement:

Additional Information:

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

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

3. The Stockholder's DTC participant number and account information for purposes of settlement at the Effective Time have been separately provided to Parent.

SCHEDULE B

ROLLOVER SUMMARY (CROSS-REFERENCE)

The following sets forth a summary of the terms of the Rollover Agreement, dated as of January 22, 2024, entered into by and between the Stockholder and Parent, solely for informational cross-reference purposes. In the event of any conflict between this Schedule B and the terms of the Rollover Agreement, the terms of the Rollover Agreement shall control.

Rollover Shares:

Pursuant to the Rollover Agreement, the Stockholder has agreed to roll over 60% of the Owned Shares, representing 12,820,320 shares of common stock of the Company, into equity interests in the surviving entity (or a parent entity thereof) following the consummation of the Merger. The aggregate value of the Rollover Shares at the Per-Share Merger Consideration of $36.92 per share is approximately $473,241,408.

Cash-Out Shares:

The remaining 40% of the Owned Shares, representing 8,546,880 shares of common stock of the Company, will be converted at the Effective Time into the right to receive the Per-Share Merger Consideration of $36.92 per share in cash (without interest and subject to applicable withholding taxes), representing an aggregate cash payment to the Stockholder of approximately $315,590,650.

Covered Shares Clarification:

For the avoidance of doubt, the Stockholder's obligations under Article II (Voting Agreement) of this Agreement apply to all Covered Shares (representing 100% of the Owned Shares, including both the Rollover Shares and the Cash-Out Shares), from the date hereof until the Expiration Date. The distinction between Rollover Shares and Cash-Out Shares is relevant solely for purposes of determining the consideration to be received by the Stockholder at the Effective Time and does not affect the Stockholder's voting, transfer restriction, or other obligations under this Agreement prior to the Effective Time.

This Schedule B is provided for cross-reference and summary purposes only. The terms and conditions governing the Stockholder's rollover obligations are set forth exclusively in the Rollover Agreement.

Stockholder	Shares of Common Stock	Percentage of Outstanding Shares	Ticker / Exchange
Pinnacle Growth Ventures LLC	21,367,200	Approximately 11.6% of 184,200,000 shares of common stock of the Company outstanding as of the date hereof	CLDM / Nasdaq Global Select Market
Description	Number of Shares	Per-Share Value	Aggregate Value
Rollover Shares (60%)	12,820,320	$36.92	$473,241,408
Cash-Out Shares (40%)	8,546,880	$36.92	$315,590,650
Total Owned Shares	21,367,200	$36.92	$788,832,058

VOTING AND SUPPORT AGREEMENT
dated as of
January 22, 2024
by and among
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP
STRATOS MERGER SUB INC.
and
PINNACLE GROWTH VENTURES LLC
VOTING AND SUPPORT AGREEMENT
This VOTING AND SUPPORT AGREEMENT (this "Agreement") is entered into as of January 22, 2024, by and among Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Parent"), Stratos Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Pinnacle Growth Ventures LLC, a Delaware limited liability company (the "Stockholder"). Parent, Merger Sub, and the Stockholder are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, Merger Sub, and Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (the "Company"), have entered into that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), pursuant to which, among other things, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent. The Merger is structured as a reverse triangular merger under the Delaware General Corporation Law. Pursuant to the Merger Agreement, at the Effective Time, each share of common stock of the Company outstanding immediately prior to the Effective Time (other than Excluded Shares, Dissenting Shares, and Rollover Shares, each as defined in the Merger Agreement) will be converted into the right to receive per-share merger consideration of approximately $36.92 per share in cash, without interest and subject to applicable withholding taxes (the "Per-Share Merger Consideration"), representing an aggregate deal value of approximately $6,800,000,000;
WHEREAS, the Stockholder is the record and beneficial owner of 21,367,200 shares of common stock, par value $0.001 per share, of the Company (the "Owned Shares"), representing approximately 11.6% of the 184,200,000 shares of common stock of the Company outstanding as of the date hereof. The Stockholder maintains its principal offices at 777 Third Avenue, 28th Floor, New York, NY 10017, and Evelyn Carmichael serves as the Managing Member of the Stockholder;
WHEREAS, concurrently with the execution of this Agreement, the Stockholder has entered into that certain Rollover Agreement with Parent, dated as of the date hereof (the "Rollover Agreement"), pursuant to which the Stockholder has agreed to roll over 60% of its Owned Shares (12,820,320 shares, representing approximately $473,241,408 in value at the Per-Share Merger Consideration) into equity interests in the surviving entity following the consummation of the Merger, with the balance of its Owned Shares (8,546,880 shares) being converted into the right to receive the Per-Share Merger Consideration in cash at the Effective Time;
WHEREAS, as a material condition and inducement to the willingness of Parent and Merger Sub to enter into the Merger Agreement, Parent and Merger Sub have required that the Stockholder enter into this Agreement, and the Stockholder has agreed to do so in order to facilitate the consummation of the Merger and the other transactions contemplated by the Merger Agreement; and
WHEREAS, the Stockholder currently holds two (2) seats on the board of directors of the Company (the "Board"), and the Stockholder's designees on the Board have recused themselves from, or otherwise participated in, the Board's consideration and approval of the Merger Agreement in accordance with applicable law, the Company's articles of association, and the Company's corporate governance policies.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the following meanings:
"Acquisition Proposal" shall have the meaning ascribed to such term in the Merger Agreement.
"Agreement" shall have the meaning set forth in the preamble hereto.
"Board" shall have the meaning set forth in the Recitals hereto.
"Company" means Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company Number 09734521), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its United States headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103.
"Covered Shares" means (a) all Owned Shares and (b) all 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, conversion, dividend, distribution, or otherwise, including, without limitation, any shares of common stock of the Company acquired by the Stockholder through any stock split, stock dividend, recapitalization, reorganization, reclassification, combination, exchange of shares, or other similar event affecting the outstanding shares of common stock of the Company. For the avoidance of doubt, "Covered Shares" shall include all shares of common stock of the Company that the Stockholder has the right to vote or direct the voting of as of the date hereof or at any time during the period from the date hereof through the Expiration Date.
"Effective Time" shall have the meaning ascribed to such term in the Merger Agreement.
"Expiration Date" means the earliest to occur of: (a) the Effective Time (as defined in the Merger Agreement); (b) the date on which the Merger Agreement is validly terminated in accordance with its terms; and (c) the date of any modification, waiver, or amendment of the Merger Agreement that (i) reduces the Per-Share Merger Consideration below $36.92 per share or (ii) changes the form of consideration payable to the stockholders of the Company under the Merger Agreement from cash (or cash and rollover equity, as applicable) to a materially different form, in each case under this clause (c), without the prior written consent of the Stockholder.
"Merger" shall have the meaning set forth in the Recitals hereto.
"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 it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Merger Sub" means Stratos Merger Sub Inc., a Delaware corporation (DE File No. 7923841), with its registered office at 1209 Orange Street, Wilmington, Delaware 19801.
"Owned Shares" means the 21,367,200 shares of common stock of the Company beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the Stockholder as of the date hereof, as more particularly set forth on Schedule A attached hereto.
"Parent" means Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership, whose general partner is Solara Fund VI GP LLC, a Delaware limited liability company.
"Party" and "Parties" shall have the meaning set forth in the preamble hereto.
"Per-Share Merger Consideration" shall have the meaning set forth in the Recitals hereto.
"Rollover Agreement" shall have the meaning set forth in the Recitals hereto.
"Stockholder" shall have the meaning set forth in the preamble hereto.
"Superior Proposal" shall have the meaning ascribed to such term in the Merger Agreement.
"Transfer" means any direct or indirect sale, assignment, transfer, pledge, hypothecation, encumbrance, grant of a security interest, or other disposition of any kind (whether voluntary, involuntary, by operation of law, or otherwise), including, without limitation, any transfer by gift, any transfer to a trust, any transfer pursuant to a court order, and any transfer in connection with any margin loan or other lending arrangement. The terms "Transferred" and "Transferring" shall have correlative meanings.
Section 1.2 Incorporation of Merger Agreement Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement. In the event of any conflict between a definition set forth in this Agreement and a definition set forth in the Merger Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement.
ARTICLE II
VOTING AGREEMENT
Section 2.1 Agreement to Vote in Favor. From and after the date hereof until the Expiration Date, at every meeting of the stockholders of the Company at which any of the matters described in this Section 2.1 are submitted for consideration and vote (whether such meeting is an annual meeting or a special meeting, and at every adjournment, recess, continuation, or postponement thereof), and in connection with any written consent of stockholders of the Company solicited with respect to any of the matters described in this Section 2.1, the Stockholder irrevocably and unconditionally agrees to:
(a) appear at such meeting 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:
(i) in favor of the adoption and approval of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement, including, without limitation, any actions required in furtherance thereof and any other matters necessary for the consummation of the transactions contemplated by the Merger Agreement that are submitted for a vote or consent of the stockholders of the Company; and
(ii) in favor of any proposal to adjourn or postpone any meeting of the stockholders of the Company at which any of the foregoing matters is submitted for consideration and vote of the stockholders of the Company to a later date if there are not sufficient votes for the adoption and approval of the Merger Agreement and the approval of the Merger on the date on which such meeting is held or otherwise at the request of Parent.
The Stockholder acknowledges and agrees that a special meeting of the stockholders of the Company is expected to be convened for the purpose of seeking stockholder approval of the Merger Agreement and the transactions contemplated thereby, and that the Company will file a Definitive Proxy Statement with the U.S. Securities and Exchange Commission in connection therewith.
Section 2.2 Agreement to Vote Against Competing Proposals. From and after the date hereof until the Expiration Date, at every meeting of the stockholders of the Company and at every adjournment, recess, continuation, or postponement thereof, and in connection with any written consent of stockholders of the Company, the Stockholder irrevocably and unconditionally agrees to vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all of the Covered Shares against each of the following:
(a) any Acquisition Proposal or Superior Proposal (each as defined in the Merger Agreement) other than the Merger;
(b) any merger, consolidation, business combination, sale of all or substantially all of the assets, reorganization, recapitalization, dissolution, liquidation, or winding up of or by the Company, in each case other than the Merger and the other transactions contemplated by the Merger Agreement;
(c) any action, proposal, transaction, or agreement that would reasonably be expected to (i) result in a breach of any covenant, representation, or warranty, or any other obligation or agreement, of the Company contained in the Merger Agreement, or (ii) impede, interfere with, delay, discourage, adversely affect, or inhibit the timely consummation of the Merger or the fulfillment of any condition to the consummation of the Merger or to the obligations of any party under the Merger Agreement; and
(d) any other action, agreement, or transaction that is intended to, or would reasonably be expected to, materially impede, interfere with, delay, postpone, or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement, or that would reasonably be expected to adversely affect the Stockholder's ability to perform its obligations under this Agreement.
Section 2.3 Irrevocable Proxy.
(a) In order to secure the performance of the Stockholder's obligations under this Article II, the Stockholder hereby irrevocably appoints Parent and any designee of Parent as the Stockholder's true and lawful attorney-in-fact and proxy (the "Proxy"), with full power of substitution and resubstitution, for and in the name, place, and stead of the Stockholder, to vote (or cause to be voted) the Covered Shares, or to execute and deliver written consents with respect to the Covered Shares, at every meeting of the stockholders of the Company, at every adjournment, recess, continuation, or postponement thereof, and in connection with every action by written consent of the stockholders of the Company, in each case in the manner specified in, and subject to the terms and conditions of, Sections 2.1 and 2.2 of this Agreement. The Proxy granted by the Stockholder pursuant to this Section 2.3 is coupled with an interest in favor of Parent and is irrevocable and shall not be terminated by any act of the Stockholder or by operation of law (including, without limitation, the dissolution, liquidation, or winding up of the Stockholder), or by the occurrence of any other event or events, except as expressly provided in paragraph (b) below.
(b) The Proxy granted hereby shall automatically terminate and be of no further force or effect upon the occurrence of the Expiration Date. Upon termination of the Proxy, the voting rights with respect to the Covered Shares shall revert to the Stockholder.
(c) The Stockholder represents and warrants that any and all prior proxies given by the Stockholder with respect to the Covered Shares that are inconsistent with the Proxy granted hereby are hereby revoked and that no subsequent proxies will be given by the Stockholder with respect to the Covered Shares that are inconsistent with this Agreement. The Stockholder shall take such further action and execute such further instruments as may be reasonably necessary to effectuate the intent of the Proxy granted hereby.
(d) Parent agrees not to exercise the Proxy granted hereby on any matter other than as set forth in Sections 2.1 and 2.2 of this Agreement.
ARTICLE III
TRANSFER RESTRICTIONS
Section 3.1 Restriction on Transfer. From the date hereof until the Expiration Date, the Stockholder shall not, directly or indirectly, Transfer any Covered Shares or any interest therein (including, without limitation, any voting interest), or agree to do any of the foregoing (whether or not any such Transfer would be prohibited by applicable securities laws), except for the following:
(a) Transfers to a direct or indirect wholly owned affiliate of the Stockholder; provided, that (i) such affiliate transferee shall have first agreed in writing, in a form and substance reasonably satisfactory to Parent, to be bound by all of the terms and conditions of this Agreement (including, without limitation, the voting obligations set forth in Article II and the transfer restrictions set forth in this Article III) with respect to the Covered Shares so Transferred as if such affiliate were the original signatory to this Agreement, and (ii) the Stockholder shall remain jointly and severally liable with such affiliate for all obligations under this Agreement with respect to the Covered Shares so Transferred;
(b) Transfers made pursuant to and in accordance with the terms of the Rollover Agreement; and
(c) Transfers made with the prior written consent of Parent (which consent may be granted or withheld in Parent's sole discretion).
Section 3.2 No Encumbrances. From the date hereof until the Expiration Date, the Stockholder shall not, directly or indirectly:
(a) grant any proxies, powers of attorney, or other authorizations or consents in or with respect to any of the Covered Shares that are inconsistent with this Agreement;
(b) deposit any Covered Shares into a voting trust or enter into a voting agreement, understanding, or arrangement with respect to any Covered Shares that is inconsistent with this Agreement; or
(c) take any other action with respect to the Covered Shares that would in any way restrict, limit, or interfere with the performance of the Stockholder's obligations hereunder or the transactions contemplated hereby or by the Merger Agreement.
Section 3.3 Transfers in Violation. Any attempted Transfer of any Covered Shares or any interest therein in violation of this Article III shall be null and void ab initio, and the Company shall not, and the Stockholder shall not permit any transfer agent to, register any such Transfer of Covered Shares on the stock transfer books of the Company or issue a new certificate representing any such Covered Shares. The Stockholder agrees that, in addition to any other remedies available to Parent under this Agreement or otherwise, Parent shall be entitled to seek an injunction or other equitable relief to prevent any such Transfer or threatened Transfer.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER
The Stockholder hereby represents and warrants to Parent and Merger Sub as follows:
Section 4.1 Organization and Authority.
(a) The Stockholder is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Stockholder has all requisite limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby.
(b) The execution, delivery, and performance by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of the Stockholder, including, without limitation, the approval of Evelyn Carmichael in her capacity as Managing Member of the Stockholder. No other proceedings on the part of the Stockholder are necessary to authorize the execution, delivery, and performance by the Stockholder of this Agreement or the consummation by the Stockholder of the transactions contemplated hereby.
Section 4.2 Ownership.
(a) The Stockholder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the Owned Shares, consisting of 21,367,200 shares of common stock of the Company, all of which are set forth on Schedule A attached hereto. The Stockholder has good and valid title to the Owned Shares, free and clear of all liens, encumbrances, pledges, mortgages, deeds of trust, security interests, claims, charges, options, rights of first refusal, co-sale rights, preemptive rights, put or call rights, and other restrictions or limitations of any kind (collectively, "Liens"), other than (i) restrictions arising under applicable federal and state securities laws, (ii) Liens created by or arising under this Agreement, and (iii) Liens created by or arising under the Rollover Agreement.
(b) The Stockholder has the sole right to vote, or direct the voting of, and the sole right to dispose of, or direct the disposition of, all of the Owned Shares. No person other than the Stockholder has any right to vote or direct the voting of any of the Owned Shares.
(c) As of the date hereof, other than the Owned Shares, the Stockholder does not beneficially own any shares of common stock of the Company, or any options, warrants, convertible or exchangeable securities, stock appreciation rights, phantom equity, or other rights to acquire, or securities convertible into or exercisable or exchangeable for, any shares of common stock of the Company, other than the rights held by the Stockholder under the Rollover Agreement.
Section 4.3 No Conflicts. The execution and delivery by the Stockholder of this Agreement, compliance by the Stockholder with the provisions hereof, and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (with or without notice or the passage of time or both):
(a) conflict with or result in any breach of the certificate of formation, limited liability company agreement, or other organizational documents of the Stockholder;
(b) conflict with or result in a violation or breach of, or constitute a default (or any event that, with notice or lapse of time, or both, would constitute a default) under, or result in the termination of, or give rise to a right of termination, cancellation, acceleration, or other change of any right or obligation or the loss of any benefit under, any contract, agreement, instrument, permit, concession, franchise, or license to which the Stockholder is a party or by which the Stockholder or any of the Covered Shares is or may be bound or affected; or
(c) conflict with or violate any order, judgment, injunction, decree, statute, law, ordinance, rule, or regulation of any governmental authority applicable to the Stockholder or the Covered Shares.
Section 4.4 No Finder's Fees. No broker, investment banker, financial advisor, finder, or other person is entitled to any broker's, finder's, financial advisor's, or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Stockholder, other than Veridian Partners LLC, which has been engaged as the Company's financial advisor in connection with the Merger and whose fees and expenses shall be the sole responsibility of the Company in accordance with the terms of the Merger Agreement.
Section 4.5 Binding Agreement. This Agreement has been duly executed and delivered by the Stockholder and, assuming the due authorization, execution, and delivery by each of Parent and Merger Sub, constitutes a legal, valid, and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or conveyance, or similar laws of general applicability relating to or affecting the rights and remedies of creditors generally and (b) general principles of equity (whether considered in a proceeding in equity or at law) (collectively, the "Enforceability Exceptions").
Section 4.6 No Legal Proceedings. As of the date hereof, there is no action, suit, investigation, complaint, arbitration, or proceeding pending or, to the knowledge of the Stockholder, threatened against the Stockholder or any of its affiliates before or by any governmental authority, arbitral tribunal, or other body that would reasonably be expected to impair, prevent, or materially delay the ability of the Stockholder to perform its obligations hereunder or to consummate the transactions contemplated hereby on a timely basis.
Section 4.7 Reliance. The Stockholder understands and acknowledges that each of Parent and Merger Sub is entering into the Merger Agreement in reliance upon the Stockholder's execution, delivery, and performance of this Agreement and the representations, warranties, covenants, and agreements of the Stockholder set forth herein. The Stockholder has received and reviewed a copy of the Merger Agreement, and the Stockholder has had the opportunity, with the assistance of its own legal and financial advisors, to review and evaluate the terms and conditions of this Agreement, the Merger Agreement, and the Rollover Agreement.
ARTICLE V
ADDITIONAL COVENANTS
Section 5.1 No Solicitation.
(a) From the date hereof until the Expiration Date, the Stockholder, acting in its capacity as a stockholder of the Company, shall not, and shall cause its affiliates (other than the Company and its subsidiaries) and shall direct and use reasonable best efforts to cause its and their respective directors, officers, managers, employees, consultants, financial advisors, attorneys, accountants, agents, and other representatives (collectively, the "Representatives") not to, directly or indirectly:
(i) solicit, initiate, or knowingly encourage or facilitate (including by way of furnishing non-public information) any inquiries, proposals, indications of interest, or offers from any person (other than Parent and its affiliates) that constitute, or would reasonably be expected to lead to, any Acquisition Proposal;
(ii) enter into, continue, or otherwise participate in any discussions or negotiations with any person (other than Parent and its affiliates) regarding, or furnish to any such person any non-public information in furtherance of, any Acquisition Proposal or any inquiry, proposal, indication of interest, or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal;
(iii) provide any non-public information concerning the Company or any of its subsidiaries to any person (other than Parent and its affiliates) in connection with, or in furtherance of, any Acquisition Proposal or any inquiry, proposal, indication of interest, or offer that constitutes, or would reasonably be expected to lead to, any Acquisition Proposal; or
(iv) approve, endorse, recommend, or enter into (or publicly propose to approve, endorse, recommend, or enter into) any letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, or similar definitive agreement with respect to any Acquisition Proposal.
(b) Clarification Regarding Board Service. Notwithstanding anything to the contrary in this Section 5.1, the restrictions and obligations set forth in this Section 5.1 apply solely to the Stockholder in its capacity as a stockholder of the Company. Nothing in this Agreement shall limit, restrict, or otherwise affect the actions of any designee of the Stockholder (or its affiliates) who serves as a member of the Board of the Company from acting in his or her capacity as a director of the Company, including, without limitation, in connection with the exercise by the Board of the Company of its fiduciary duties under applicable law (including any fiduciary-out exercise by the Board), it being understood that no such actions taken in good faith in the discharge of such director's fiduciary duties shall be deemed to be a breach of this Agreement by the Stockholder.
Section 5.2 Notification. From the date hereof until the Expiration Date, the Stockholder shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing of: (a) any Acquisition Proposal or any inquiry, proposal, indication of interest, or request for information that would reasonably be expected to lead to an Acquisition Proposal, in each case received by the Stockholder or any of its Representatives (in their capacity as representatives of the Stockholder), including the material terms and conditions thereof and the identity of the person or group making such Acquisition Proposal, inquiry, proposal, indication of interest, or request; (b) any material change in the facts and circumstances set forth in the Stockholder's representations and warranties contained in this Agreement that would cause any such representation or warranty to become untrue or inaccurate in any material respect; and (c) any written notice or other written communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement.
Section 5.3 No Public Statements. From the date hereof until the Expiration Date, the Stockholder shall not, and shall cause its affiliates and its and their respective Representatives not to, issue any press release or make any other public announcement or statement with respect to this Agreement, the Merger Agreement, the Rollover Agreement, or any of the transactions contemplated hereby or thereby, except: (a) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed); or (b) as may be required by applicable law (including, without limitation, applicable securities laws and the rules of any applicable securities exchange), in which case the Stockholder shall use reasonable best efforts to provide Parent with reasonable advance notice of such announcement or statement and the opportunity to review and provide comments on such announcement or statement prior to its issuance, and the Stockholder shall consider in good faith any such comments provided by Parent.
Section 5.4 Further Assurances. From time to time and without additional consideration, the Stockholder shall (and shall cause its affiliates to) execute and deliver, or cause to be executed and delivered, such additional instruments, documents, conveyances, or assurances and take such further actions as may be reasonably necessary or desirable to carry out the provisions of this Agreement and to give effect to the transactions contemplated hereby, including, without limitation, executing and delivering any additional agreements, certificates, instruments, and other documents as Parent may reasonably request for the purpose of effectively carrying out the purposes and intent of this Agreement.
Section 5.5 Waiver of Appraisal Rights. The Stockholder hereby irrevocably and unconditionally waives and agrees not to exercise, assert, or perfect (or attempt to exercise, assert, or perfect) any rights of appraisal, any rights to dissent, or any similar rights that the Stockholder may have in connection with the Merger with respect to any Covered Shares, whether arising under Section 262 of the Delaware General Corporation Law, under any applicable provisions of the Companies Act 2006 of England and Wales, or under any other applicable law. The Stockholder agrees not to commence, join in, or otherwise participate in any claim, action, derivative action, suit, or proceeding, in law or in equity, against the Company, Parent, Merger Sub, or any of their respective successors or assigns (a) challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement, the Merger Agreement, or the Rollover Agreement, or (b) alleging a breach of any fiduciary duty of the Board or any member thereof in connection with the negotiation, execution, and delivery of the Merger Agreement or the consummation of the Merger.
Section 5.6 Stockholder Capacity. The Stockholder is entering into this Agreement solely in its capacity as the record and beneficial owner of the Covered Shares. Nothing in this Agreement shall be construed to limit, restrict, or otherwise affect any action taken by any designee or representative of the Stockholder (or any of its affiliates) who serves as a director of the Company, so long as such action is taken in his or her capacity as a director of the Company and in good faith in the exercise of his or her fiduciary duties as such director. The Parties acknowledge and agree that this Agreement shall not be deemed to be a "group" agreement for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended.
ARTICLE VI
TERMINATION
Section 6.1 Termination. This Agreement shall automatically terminate, without any further action on the part of any Party, and no Party hereto shall have any further rights, liabilities, or obligations hereunder (except as expressly provided in Section 6.2), upon the occurrence of the Expiration Date. Without limiting the generality of the foregoing, this Agreement shall terminate upon the earliest to occur of any of the following:
(a) the Effective Time of the Merger, at which point the obligations of the Parties hereunder shall have been fully performed;
(b) the valid termination of the Merger Agreement in accordance with Article VIII thereof;
(c) any amendment, modification, supplement, or waiver of the Merger Agreement (or any provision thereof) that (i) reduces the Per-Share Merger Consideration below $36.92 per share, or (ii) changes the form of consideration payable to the stockholders of the Company under the Merger Agreement from cash (or cash and rollover equity, as applicable) to a materially different form of consideration, in each case under this clause (c), without the prior written consent of the Stockholder; and
(d) the mutual written agreement of Parent, Merger Sub, and the Stockholder to terminate this Agreement.
Section 6.2 Survival. Notwithstanding the termination of this Agreement pursuant to Section 6.1:
(a) The provisions of this Section 6.2 and Article VII (Miscellaneous) shall survive the termination of this Agreement and shall remain in full force and effect following such termination.
(b) Any representations, warranties, covenants, or agreements contained in this Agreement that, by their terms, are to be performed or observed after the Expiration Date shall survive the termination of this Agreement to the extent necessary to give effect to the obligations contained therein.
(c) The termination of this Agreement shall not relieve any Party from liability for any willful and material breach of this Agreement occurring prior to such termination. For purposes of this Section 6.2(c), a "willful and material 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 reasonable inquiry) that the taking of such act or failure to take such act would, or would reasonably be expected to, cause a material breach of this Agreement.
ARTICLE VII
MISCELLANEOUS
Section 7.1 Notices. All notices, requests, demands, consents, and other communications under this Agreement shall be in writing and shall be deemed duly given, made, or received: (a) when delivered by hand or by nationally recognized overnight courier; (b) when sent by facsimile or electronic mail (with confirmation of transmission); or (c) three (3) business days after being sent by registered or certified mail, return receipt requested, postage prepaid, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice):
If to Parent or Merger Sub:
Solara Digital Infrastructure Fund VI LP c/o Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, Delaware 19801
Attention: Marcus Elliston, Founder & Managing Partner
and Priya Narasimhan, Co-Managing Partner & CIO
Email: melliston@solaradigital.com; pnarasimhan@solaradigital.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022
Attention: Harrison Wexford, Partner
and Beatrice Holloway, Partner Reference: Matter No. 1041-00003
Email: hwexford@calderwoodharkness.com; bholloway@calderwoodharkness.com
If to the Stockholder:
Pinnacle Growth Ventures LLC 777 Third Avenue, 28th Floor New York, New York 10017
Attention: Evelyn Carmichael, Managing Member
Email: ecarmichael@pinnaclegv.com
with a copy (which shall not constitute notice) to:
Ridgeway Phelps & Sato LLP 375 Park Avenue New York, New York 10152
Attention: Catherine Answorth, Partner
Email: cansworth@ridgewayphelps.com
Section 7.2 Entire Agreement. This Agreement, together with the Merger Agreement and the Rollover Agreement (including the schedules and exhibits attached thereto), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof. No representations, warranties, covenants, or agreements have been made by any Party with respect to the subject matter hereof other than those expressly set forth herein and in the Merger Agreement and the Rollover Agreement.
Section 7.3 Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed by each of the Parties hereto. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. The failure of any Party hereto to exercise any right, power, or remedy under this Agreement shall not operate as a waiver thereof.
Section 7.4 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, estates, successors, and permitted assigns. No Party may assign any of its respective rights or delegate any of its respective obligations hereunder without the prior written consent of each of the other Parties hereto; provided, however, that the Stockholder may, without the consent of Parent or Merger Sub, assign its rights and delegate its obligations hereunder to an affiliate of the Stockholder in connection with a permitted transfer of Covered Shares under Section 3.1(a), subject to compliance with the conditions set forth therein. Any purported assignment in violation of this Section 7.4 shall be null and void.
Section 7.5 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person (including, without limitation, any stockholder, director, officer, employee, or creditor of the Company) any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement; provided, however, that the Company shall be an express third-party beneficiary of the Stockholder's obligations under Article II (Voting Agreement) and Article III (Transfer Restrictions) and shall be entitled to enforce such obligations directly against the Stockholder as if the Company were a party to this Agreement.
Section 7.6 Governing Law. This Agreement, and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Agreement and the negotiation, execution, and performance hereof, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (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 7.7 Jurisdiction and Venue; Waiver of Jury Trial.
(a) Each of the Parties hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any state court or federal court of the United States of America sitting in the State of Delaware) in any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, 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 court. Each of the Parties agrees that a final judgment in any such action, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each Party irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, 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 in any court referred to in this Section 7.7(a), and any defense of inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court.
(b) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.7(b).
Section 7.8 Specific Performance. The Parties acknowledge and agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in the courts described in Section 7.7, in addition to any other remedy to which such Party is entitled at law or in equity, in each case without the necessity of demonstrating the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security. Each Party further agrees that it shall not oppose the granting of an injunction, specific performance, or other equitable relief on the basis that (a) any other Party has an adequate remedy at law, or (b) an award of specific performance is not an appropriate remedy for any reason at law or in equity.
Section 7.9 Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, illegal, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any Party. Upon such a determination, 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 hereby are consummated as originally contemplated to the greatest extent possible.
Section 7.10 Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile, portable document format (.pdf), or other electronic transmission, including any electronic signature compliant with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law), each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement.
Section 7.11 Expenses. Except as otherwise specifically provided in the Merger Agreement or the Rollover Agreement, all costs and expenses incurred by each Party in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses.
Section 7.12 Interpretation. The following rules of interpretation shall apply to this Agreement:
(a) The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(b) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."
(c) Words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other genders as the context requires.
(d) The terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement, including the schedules hereto.
(e) References to any statute shall be deemed to refer to such statute as amended, modified, or supplemented from time to time, and to any rules and regulations promulgated thereunder.
(f) References to "Sections," "Articles," and "Schedules" are to Sections, Articles, and Schedules of and to this Agreement unless otherwise specified.
(g) 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, 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.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the date first written above.
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP
By: Solara Fund VI GP LLC, its General Partner
By: ________
Name: Marcus Elliston
Title: Authorized Signatory
Date: January 22, 2024
STRATOS MERGER SUB INC.
By: ________
Name: Priya Narasimhan
Title: President
Date: January 22, 2024
PINNACLE GROWTH VENTURES LLC
By: ________
Name: Evelyn Carmichael
Title: Managing Member
Date: January 22, 2024
SCHEDULE A
OWNED SHARES
The following sets forth the Covered Shares (consisting of the Owned Shares) beneficially owned by the Stockholder as of the date of this Agreement:
Additional Information:
1.  The Stockholder does not hold any options, warrants, convertible or exchangeable securities, stock appreciation rights, phantom equity, or other rights or securities that are convertible into, or exercisable or exchangeable for, shares of common stock of the Company (other than rights held under the Rollover Agreement).
2.  All Owned Shares are held in book-entry form with Cascade Corporate Services Inc. (the transfer agent and registrar for the common stock of Cloudium Technologies plc), located at 6201 15th Avenue, Brooklyn, New York 11219.
3.  The Stockholder's DTC participant number and account information for purposes of settlement at the Effective Time have been separately provided to Parent.
SCHEDULE B
ROLLOVER SUMMARY (CROSS-REFERENCE)
The following sets forth a summary of the terms of the Rollover Agreement, dated as of January 22, 2024, entered into by and between the Stockholder and Parent, solely for informational cross-reference purposes. In the event of any conflict between this Schedule B and the terms of the Rollover Agreement, the terms of the Rollover Agreement shall control.
Rollover Shares:
Pursuant to the Rollover Agreement, the Stockholder has agreed to roll over 60% of the Owned Shares, representing 12,820,320 shares of common stock of the Company, into equity interests in the surviving entity (or a parent entity thereof) following the consummation of the Merger. The aggregate value of the Rollover Shares at the Per-Share Merger Consideration of $36.92 per share is approximately $473,241,408.
Cash-Out Shares:
The remaining 40% of the Owned Shares, representing 8,546,880 shares of common stock of the Company, will be converted at the Effective Time into the right to receive the Per-Share Merger Consideration of $36.92 per share in cash (without interest and subject to applicable withholding taxes), representing an aggregate cash payment to the Stockholder of approximately $315,590,650.
Covered Shares Clarification:
For the avoidance of doubt, the Stockholder's obligations under Article II (Voting Agreement) of this Agreement apply to all Covered Shares (representing 100% of the Owned Shares, including both the Rollover Shares and the Cash-Out Shares), from the date hereof until the Expiration Date. The distinction between Rollover Shares and Cash-Out Shares is relevant solely for purposes of determining the consideration to be received by the Stockholder at the Effective Time and does not affect the Stockholder's voting, transfer restriction, or other obligations under this Agreement prior to the Effective Time.
This Schedule B is provided for cross-reference and summary purposes only. The terms and conditions governing the Stockholder's rollover obligations are set forth exclusively in the Rollover Agreement.
Stockholder | Shares of Common Stock | Percentage of Outstanding Shares | Ticker / Exchange
Pinnacle Growth Ventures LLC | 21,367,200 | Approximately 11.6% of 184,200,000 shares of common stock of the Company outstanding as of the date hereof | CLDM / Nasdaq Global Select Market
Description | Number of Shares | Per-Share Value | Aggregate Value
Rollover Shares (60%) | 12,820,320 | $36.92 | $473,241,408
Cash-Out Shares (40%) | 8,546,880 | $36.92 | $315,590,650
Total Owned Shares | 21,367,200 | $36.92 | $788,832,058

VOTING AND SUPPORT AGREEMENT

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

STRATOS MERGER SUB INC.

PINNACLE GROWTH VENTURES LLC

VOTING AND SUPPORT AGREEMENT

RECITALS

ARTICLE I

DEFINITIONS

ARTICLE II

VOTING AGREEMENT

ARTICLE III

TRANSFER RESTRICTIONS

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

ARTICLE V

ADDITIONAL COVENANTS

ARTICLE VI

TERMINATION

ARTICLE VII

MISCELLANEOUS

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

STRATOS MERGER SUB INC.

PINNACLE GROWTH VENTURES LLC

SCHEDULE A

OWNED SHARES

SCHEDULE B

ROLLOVER SUMMARY (CROSS-REFERENCE)

Record

Parties

Dates

Amounts