EXHIBIT H
to the Agreement and Plan of Merger
INSTRUCTIONAL NOTE: This is a form agreement attached as Exhibit H to the Agreement and Plan of Merger. Bracketed and highlighted items are to be completed at the time of execution by each applicable stockholder. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below). This form should be reviewed and conformed by counsel to each executing stockholder prior to execution.
FORM OF VOTING AND SUPPORT AGREEMENT
This VOTING AND SUPPORT AGREEMENT (this "Agreement") is made and entered into as of [__], 2025, by and among:
(i) Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Parent");
(ii) Stratos Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"); and
(iii) [Insert Name of Stockholder], a [Insert Entity Type and Jurisdiction of Organization / Individual Residing in [Insert State]] ("Stockholder").
Each of Parent, Merger Sub, and Stockholder is sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Parent, Merger Sub, and Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (the "Company"), have entered into that certain Agreement and Plan of Merger, dated as of [__], 2025 (as the same 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 in a reverse triangular merger effected pursuant to the General Corporation Law of the State of Delaware (the "**DGCL**"), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the "**Merger**"), and each outstanding share of common stock of the Company (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 in cash, without interest (the "Per-Share Merger Consideration"), subject to any applicable rollover elections as set forth in the Merger Agreement;
WHEREAS, as of the date hereof, Stockholder is the record and/or beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of [__] shares of common stock, par value $0.01 per share, of the Company (the "Owned Shares"), as more fully described on Schedule A attached hereto, and may from time to time after the date hereof acquire additional shares of common stock of the Company through purchase on the open market or in privately negotiated transactions, the exercise of stock options, the settlement or vesting of restricted stock units, the conversion of convertible securities, or otherwise (such additional shares, together with the Owned Shares, the "Subject Shares"); and
WHEREAS, as a condition and inducement to Parent's and Merger Sub's willingness to enter into the Merger Agreement, Parent and Merger Sub have required that Stockholder enter into this Agreement, and Stockholder has agreed to enter into this Agreement in light of the benefits that Stockholder will receive under or in connection with the Merger Agreement (including, without limitation, any rollover agreement or other arrangement entered into between Stockholder and Parent or its affiliates in connection with the transactions contemplated by the Merger Agreement), and Stockholder acknowledges and agrees that Parent and Merger Sub would not have entered into the Merger Agreement but for Stockholder's execution, delivery, and performance of this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
ARTICLE I
AGREEMENT TO VOTE; GRANT OF IRREVOCABLE PROXY
Section 1.1 Agreement to Vote in Favor.
(a) During the term of this Agreement, Stockholder hereby unconditionally and irrevocably agrees that, at every annual or special meeting of the stockholders of the Company at which any of the matters described in this Section 1.1 is submitted for consideration and a vote of the stockholders of the Company (and at every adjournment or postponement thereof), and in connection with every written consent of stockholders of the Company solicited with respect to any of the matters described in this Section 1.1, Stockholder shall, and shall cause the holder of record of any Subject Shares (if different from Stockholder) to, vote (or cause to be voted), or deliver (or cause to be delivered) a written consent covering, all Subject Shares that Stockholder is entitled to so vote or with respect to which Stockholder is entitled to provide such consent:
(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 any amendments or modifications thereto that have been approved by the Company's board of directors (the "Company Board") (subject, however, to Section 5.1(d) hereof);
(ii) in favor of any proposal to adjourn or postpone any meeting of the stockholders of the Company at which the Merger Agreement is submitted for adoption and approval to a later date if, as of the time of such meeting, there are not sufficient votes to adopt and approve the Merger Agreement at such meeting;
(iii) against any Acquisition Proposal (as defined in the Merger Agreement) or any proposal, action, agreement, or transaction that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal;
(iv) against any proposal, action, agreement, or transaction that would reasonably be expected to 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 of Stockholder contained in this Agreement;
(v) against any proposal, action, agreement, or transaction that would reasonably be expected to result in any of the conditions to the consummation of the Merger set forth in Article VII of the Merger Agreement not being fulfilled or satisfied; and
(vi) against any other proposal, action, agreement, or transaction that would reasonably be expected to impede, interfere with, delay, postpone, discourage, or adversely affect the timely consummation of the Merger or any of the other transactions contemplated by the Merger Agreement or this Agreement, or that would reasonably be expected to diminish in any material respect the benefits expected to be derived by Parent as a result of the transactions contemplated by the Merger Agreement.
(b) Stockholder hereby agrees that it shall, and shall cause the holder of record of any Subject Shares to, be present (in person or by proxy) at all meetings of the stockholders of the Company at which any of the matters described in this Section 1.1 are to be considered so that all Subject Shares beneficially owned by Stockholder may be counted for purposes of determining the presence of a quorum at such meetings. In the event that a meeting of stockholders is adjourned or postponed, Stockholder shall, and shall cause the holder of record of any Subject Shares to, attend such adjourned or postponed meeting.
(c) Any vote required to be cast or consent required to be delivered pursuant to this Section 1.1 shall be cast or delivered by Stockholder (or caused to be cast or delivered by Stockholder) promptly (and in any event no later than five (5) Business Days prior to the applicable record date) in accordance with such procedures relating thereto as shall ensure that it is duly counted, including by execution of a written consent, if applicable, or by timely delivery to the Company of a properly completed proxy card with respect to such vote.
(d) Stockholder acknowledges that it has had the opportunity to review the Merger Agreement and this Agreement with counsel of its choosing prior to execution hereof.
Section 1.2 Grant of Irrevocable Proxy.
(a) Stockholder hereby irrevocably grants to, and appoints, Parent and any designee or designees of Parent, and each of them individually, as Stockholder's attorney-in-fact and proxy (with full power of substitution and resubstitution), for and in the name, place, and stead of Stockholder, to vote or cause to be voted (including by the execution and delivery of written consents) all Subject Shares in accordance with Section 1.1 at every annual or special meeting of the stockholders of the Company (and at every adjournment or postponement thereof), and in connection with every action or approval by written consent of stockholders of the Company, as described in Section 1.1 (the "Proxy"). Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon Stockholder's execution, delivery, and performance of this Agreement, including the grant of the Proxy hereunder.
(b) Stockholder hereby affirms that the Proxy granted pursuant to this Section 1.2 is:
(i) irrevocable;
(ii) coupled with an interest sufficient in law to support an irrevocable proxy under Section 212(e) of the DGCL, the interest being the interest of Parent and Merger Sub in ensuring that the conditions set forth in the Merger Agreement are satisfied and the Merger and the other transactions contemplated by the Merger Agreement are consummated; and
(iii) granted in consideration of Parent's and Merger Sub's entering into the Merger Agreement, which consideration Stockholder acknowledges is adequate and sufficient.
(c) The Proxy granted pursuant to this Section 1.2 shall automatically terminate upon the termination of this Agreement in accordance with Article V. Stockholder hereby represents and warrants that any and all prior proxies given by Stockholder with respect to any of the Subject Shares in connection with any matter addressed by Section 1.1 are hereby revoked and that no subsequent proxies will be given by Stockholder with respect to any of the Subject Shares in connection with any matter addressed by Section 1.1 until after the termination of this Agreement in accordance with Article V.
(d) Stockholder hereby affirms that the Proxy granted herein is executed and intended to be irrevocable in accordance with the provisions of Section 212(e) of the DGCL. The Proxy shall not be deemed to be revoked or otherwise affected by any act or omission of Stockholder, including the death, disability, incapacity, or dissolution of Stockholder or the filing by or against Stockholder of a petition in bankruptcy. Parent may present a copy of this Agreement to anyone, including the Company's transfer agent and registrar, as conclusive evidence of the grant of the Proxy.
ARTICLE II
REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
Stockholder hereby represents and warrants to Parent and Merger Sub as follows:
Section 2.1 Organization and Authority.
If Stockholder is an entity, Stockholder is a [__] duly organized, validly existing, and in good standing under the laws of the [State/Commonwealth/Jurisdiction of __]. Stockholder has full organizational power and authority to execute, deliver, and perform this Agreement, to grant the Proxy, and to consummate the transactions contemplated hereby. If Stockholder is an individual, Stockholder has full legal capacity to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby.
Section 2.2 Authorization; Binding Agreement.
The execution, delivery, and performance by Stockholder of this Agreement and the consummation by Stockholder of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Stockholder (including, without limitation, all necessary corporate, partnership, limited liability company, trust, or other organizational action, as applicable). This Agreement has been duly and validly executed and delivered by Stockholder and, assuming due authorization, execution, and delivery by each of the other Parties, constitutes a legal, valid, and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws relating to or affecting creditors' rights generally, and (b) general equitable principles (whether considered in a proceeding in equity or at law) (collectively, the "Enforceability Exceptions").
Section 2.3 Ownership of Subject Shares.
(a) As of the date hereof, Stockholder is the record and/or beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of the Owned Shares set forth on Schedule A attached hereto, free and clear of all liens, pledges, encumbrances, security interests, mortgages, options, rights of first refusal or first offer, charges, claims, proxies, voting trusts or agreements, and restrictions of any kind or nature whatsoever (collectively, "Encumbrances"), other than (i) restrictions on transfer imposed by applicable federal and state securities laws, (ii) Encumbrances arising under or pursuant to this Agreement, and (iii) Encumbrances, if any, identified on Schedule A hereto. Except as set forth on Schedule A, the Owned Shares constitute all of the shares of capital stock of the Company owned, of record or beneficially, by Stockholder as of the date hereof, and Stockholder does not hold or have any rights to acquire (whether currently, upon lapse of time, following the satisfaction of any conditions, upon the occurrence of any event, or any combination of the foregoing) any additional shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, other than as set forth on Schedule A.
(b) As of the date hereof, Stockholder has and, except as contemplated by this Agreement, at all times during the term of this Agreement Stockholder will have, sole voting power and sole dispositive power with respect to all of the Subject Shares (or, if and to the extent indicated on Schedule A, shared voting power and/or shared dispositive power, which Stockholder shall exercise or cause to be exercised in accordance with the terms of this Agreement). No Person (as defined in the Merger Agreement) other than Stockholder has any right to direct or approve the voting or disposition of any Subject Shares, except as provided in this Agreement or as set forth on Schedule A.
(c) As of the date hereof, there are no agreements or arrangements of any kind, contingent or otherwise, to which Stockholder is a party obligating Stockholder to transfer, sell, or otherwise dispose of any Subject Shares, and no Person has any contractual or other right or obligation to purchase or otherwise acquire any Subject Shares, other than as contemplated by this Agreement or the Merger Agreement (including any rollover agreement executed in connection therewith).
Section 2.4 No Conflicts.
The execution, delivery, and performance by Stockholder of this Agreement and the consummation of the transactions contemplated hereby do not and will not:
(a) if Stockholder is an entity, violate or conflict with any provision of the organizational documents (including any certificate or articles of incorporation, bylaws, certificate of formation, limited liability company agreement, certificate of limited partnership, partnership agreement, trust agreement, or similar organizational documents, as applicable) of Stockholder;
(b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, amendment, cancellation, or acceleration of, or result in the creation of any Encumbrance on any of the Subject Shares pursuant to, any contract, agreement, note, bond, indenture, mortgage, deed of trust, license, lease, permit, or other instrument or obligation to which Stockholder is a party or by which Stockholder or any of the Subject Shares are bound or affected;
(c) violate or conflict with any applicable law, statute, rule, regulation, order, writ, injunction, judgment, or decree of any Governmental Authority (as defined in the Merger Agreement) applicable to Stockholder or the Subject Shares; or
(d) require any filing with, or the obtaining of any permit, authorization, consent, or approval of, any Governmental Authority or any other Person (other than any filing that may be required under the Exchange Act, including any amendments to any Schedule 13D or Schedule 13G, and any filings required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, if applicable).
Section 2.5 No Litigation.
As of the date hereof, there is no action, suit, investigation, complaint, arbitration, or proceeding pending or, to the knowledge of Stockholder, threatened against Stockholder or any of Stockholder's properties or assets (including the Subject Shares) before or by any Governmental Authority that would reasonably be expected to impair the ability of Stockholder to perform its obligations under this Agreement or to consummate the transactions contemplated hereby on a timely basis.
Section 2.6 No Finder's Fees.
No broker, investment banker, financial advisor, or other Person is entitled to any broker's, finder's, financial advisor's, or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Stockholder for which Parent or Merger Sub could become liable.
Section 2.7 Reliance.
Stockholder understands and acknowledges that each of Parent and Merger Sub is entering into the Merger Agreement in reliance upon Stockholder's execution, delivery, and performance of this Agreement. Stockholder has had the opportunity to review the Merger Agreement and this Agreement and to consult with its own legal, tax, and financial advisors regarding the consequences of entering into this Agreement.
ARTICLE III
COVENANTS OF STOCKHOLDER
Section 3.1 No Transfer.
(a) During the term of this Agreement, except as expressly permitted by Section 3.1(b), Stockholder shall not, directly or indirectly:
(i) sell, transfer, assign, tender in any tender or exchange offer, pledge, encumber, hypothecate, gift, create a security interest in, place in trust (voting or otherwise), or otherwise dispose of or suffer to exist any Encumbrance on (or enter into any contract, option, or other arrangement or understanding, including any profit-sharing arrangement, with respect to the sale, transfer, assignment, tender, pledge, encumbrance, hypothecation, gift, creation of a security interest in, or other disposition of) any Subject Shares or any interest therein (each, a "Transfer");
(ii) grant any proxy or power of attorney with respect to any Subject Shares (other than the Proxy contemplated by Section 1.2 or as otherwise provided herein);
(iii) deposit any Subject Shares into a voting trust or enter into any voting arrangement, whether by proxy, voting agreement, or otherwise (other than this Agreement), with respect to any Subject Shares; or
(iv) take any action that would make any representation or warranty of Stockholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, impairing, or delaying Stockholder from performing any of its obligations under this Agreement.
(b) Notwithstanding the foregoing provisions of Section 3.1(a), Stockholder shall be permitted to make the following Transfers (each, a "Permitted Transfer"):
(i) Transfers to any affiliate (as defined in Rule 12b-2 under the Exchange Act) of Stockholder or, if Stockholder is a natural person, to any member of Stockholder's immediate family (including a spouse, lineal descendant, or sibling) or to a trust, partnership, limited liability company, or other estate-planning vehicle for the benefit of Stockholder or any such family member; provided that any such transferee (a "Permitted Transferee") shall, prior to and as a condition to the effectiveness of such Transfer, execute and deliver to Parent a joinder agreement substantially in the form attached hereto as Exhibit A, agreeing to be bound by all of the terms and conditions of this Agreement as if such Permitted Transferee were an original Party hereto;
(ii) Transfers made pursuant to the terms of any rollover agreement entered into by Stockholder in connection with the Merger Agreement, but only to the extent expressly contemplated thereby and only at or after the Effective Time; and
(iii) Transfers made with the prior written consent of Parent.
(c) Any Transfer or attempted Transfer of Subject Shares in violation of this Section 3.1 shall, to the fullest extent permitted by applicable law, be null and void ab initio, and the Company shall not, and Stockholder shall not permit the Company to, record any such Transfer on the Company's stock transfer books or treat any purported transferee as the owner of such Subject Shares for any purpose.
Section 3.2 No Solicitation.
(a) During the term of this Agreement, Stockholder shall not, and shall use reasonable best efforts to cause its affiliates, directors, officers, employees, agents, advisors, representatives, and other Persons acting on behalf of Stockholder (collectively, "Stockholder Representatives") not to, directly or indirectly:
(i) solicit, initiate, knowingly facilitate, knowingly encourage, or knowingly induce (including by way of furnishing non-public information relating to the Company or any of its subsidiaries) any inquiry regarding, or the making, submission, or announcement of any proposal or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal;
(ii) enter into, continue, or otherwise participate in any discussions or negotiations regarding, or furnish to any Person (other than Parent, Merger Sub, and their respective representatives) any non-public information in connection with, any Acquisition Proposal or any inquiry, proposal, or offer that could reasonably be expected to lead to an Acquisition Proposal; or
(iii) enter into any letter of intent, acquisition agreement, merger agreement, or similar agreement or understanding relating to an Acquisition Proposal, or approve, endorse, or recommend, or propose to approve, endorse, or recommend, any Acquisition Proposal.
(b) Stockholder shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing of the receipt by Stockholder or any Stockholder Representative of (i) any Acquisition Proposal, (ii) any request for non-public information relating to the Company or its subsidiaries in connection with any Acquisition Proposal or any inquiry that could reasonably be expected to lead to an Acquisition Proposal, or (iii) any inquiry with respect to, or that could reasonably be expected to lead to, an Acquisition Proposal. Such notification shall include the identity of the Person making such Acquisition Proposal, request, or inquiry, and the material terms and conditions thereof (including, if applicable, copies of any written proposals, offers, or draft agreements).
(c) Stockholder shall, and shall cause the Stockholder Representatives to, immediately cease and cause to be terminated any and all existing discussions and negotiations with any Person (other than Parent, Merger Sub, and their respective representatives) with respect to any Acquisition Proposal.
Section 3.3 Additional Shares.
(a) Stockholder agrees that any additional shares of common stock of the Company or other equity securities of the Company that Stockholder acquires record or beneficial ownership of after the date hereof and during the term of this Agreement, whether by purchase, exercise of stock options, settlement or vesting of restricted stock units, conversion of convertible securities, stock dividend, stock split, recapitalization, reclassification, or otherwise (collectively, "Additional Shares"), shall automatically become Subject Shares for all purposes of this Agreement and shall be subject to all of the terms and conditions of this Agreement, including the voting obligations set forth in Section 1.1 and the transfer restrictions set forth in Section 3.1.
(b) Stockholder shall promptly (and in any event within three (3) Business Days) notify Parent in writing of any acquisition of Additional Shares, specifying the number and type of securities acquired, the date of acquisition, and the manner in which such securities were acquired. Upon reasonable request by Parent, Stockholder shall update Schedule A to reflect any such acquisition.
Section 3.4 Waiver of Appraisal Rights.
Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, assert, or perfect (or attempt to exercise, assert, or perfect), any appraisal rights or dissenters' rights under Section 262 of the DGCL, or any similar provision under any other applicable law (including the laws of England and Wales), in connection with the Merger, with respect to any Subject Shares. Stockholder acknowledges and agrees that adequate consideration is being provided to Stockholder in exchange for such waiver. Stockholder shall not commence, join in, assist, or encourage any claim, derivative or otherwise, against Parent, Merger Sub, or the Company relating to the negotiation, execution, or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim (i) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (ii) alleging a breach of any fiduciary duty of the Company Board in connection with the Merger Agreement or the transactions contemplated thereby. Nothing in this Section 3.4 shall be deemed to constitute a waiver of any claim by Stockholder for fraud or willful breach.
Section 3.5 Disclosure.
(a) Stockholder hereby authorizes Parent and the Company to publish and disclose in any announcement, press release, proxy statement or joint proxy statement/prospectus, Schedule 14A, Form 8-K, Form 6-K, or other filing or disclosure document filed with the U.S. Securities and Exchange Commission (the "SEC") or any other Governmental Authority, or otherwise required by applicable law, rule, or regulation, including the rules of any applicable stock exchange, Stockholder's identity and ownership of the Subject Shares, and the nature of Stockholder's commitments, arrangements, and obligations under this Agreement and, if applicable, any rollover agreement entered into by Stockholder.
(b) Stockholder shall, upon reasonable request by Parent or the Company, promptly provide such information with respect to Stockholder and the Subject Shares as may be reasonably necessary for inclusion in any such announcement, filing, or disclosure document, and Stockholder represents and warrants that all such information provided by Stockholder shall be true, correct, and complete in all material respects as of the date so provided.
Section 3.6 Further Assurances.
From time to time and without additional consideration, Stockholder shall execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances, and assurances, and shall take or cause to be taken such further actions, as may be reasonably necessary or desirable to carry out and give effect to the provisions of this Agreement and the transactions contemplated hereby, including causing the transfer agent for shares of the Company's common stock to note on the records of the Company that the Subject Shares are subject to the restrictions set forth in this Agreement.
ARTICLE IV
ADDITIONAL PROVISIONS
Section 4.1 No Ownership Interest.
Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership of or interest in any Subject Shares. All rights, ownership, and economic benefits of and relating to the Subject Shares shall remain vested in and belong to Stockholder, and neither Parent nor Merger Sub shall have any authority to manage, direct, restrict, superintend, or regulate the Subject Shares or the disposition of any of the Subject Shares, except as expressly set forth in this Agreement.
Section 4.2 Stockholder Capacity.
(a) Stockholder enters into this Agreement, and agrees to be bound by the terms and conditions hereof, solely in Stockholder's capacity as a record and/or beneficial owner of Subject Shares and not in any other capacity (including, without limitation, any capacity as a director, officer, employee, or agent of the Company or any of its subsidiaries).
(b) Notwithstanding anything in this Agreement to the contrary, if Stockholder, or any affiliate, representative, or designee of Stockholder, is a member of the Company Board or serves as an officer or employee of the Company or any of its subsidiaries, nothing in this Agreement shall be construed to limit, restrict, or affect any actions or omissions taken by such Person in his, her, or its capacity as a director, officer, or employee of the Company or any of its subsidiaries, including in connection with the exercise of such Person's fiduciary duties as a director or officer of the Company, and no such actions or omissions shall be deemed to constitute a breach of this Agreement. For the avoidance of doubt, Stockholder makes no agreement or understanding herein as a director or officer of the Company, and nothing herein shall be construed to impose any obligation on Stockholder in any such capacity.
ARTICLE V
TERMINATION
Section 5.1 Termination Events.
This Agreement shall automatically terminate, and none of the Parties shall have any further rights or obligations hereunder (except as expressly set forth in Section 5.2), upon the earliest to occur of the following:
(a) the Effective Time of the Merger (at which point this Agreement shall have been fully performed and the obligations of the Parties hereunder shall have been discharged);
(b) the valid termination of the Merger Agreement in accordance with its terms, including pursuant to Article VIII thereof;
(c) the mutual written agreement of Parent, Merger Sub, and Stockholder to terminate this Agreement; and
(d) any amendment, modification, supplement, or waiver of any provision of the Merger Agreement effected without the prior written consent of Stockholder that (i) decreases the Per-Share Merger Consideration or the aggregate merger consideration payable to Stockholder with respect to the Subject Shares, (ii) changes the form of the merger consideration from all cash to non-cash consideration or a mix of cash and non-cash consideration, (iii) extends the Outside Date (as defined in the Merger Agreement) by more than ninety (90) days from the Outside Date as in effect on the date hereof, or (iv) is otherwise materially adverse to Stockholder in Stockholder's capacity as a holder of Subject Shares.
Section 5.2 Effect of Termination.
(a) Upon termination of this Agreement pursuant to Section 5.1: (i) all obligations and commitments of the Parties under this Agreement shall immediately cease; (ii) the Proxy granted pursuant to Section 1.2 shall automatically and without further action be revoked and of no further force and effect; and (iii) no Party shall have any liability or obligation to any other Party arising out of or in connection with this Agreement.
(b) Notwithstanding the foregoing, (i) termination of this Agreement shall not relieve any Party from liability for any willful breach of this Agreement or fraud committed by such Party prior to such termination, and (ii) the provisions of this Section 5.2 and Article VI shall survive any termination of this Agreement and shall remain in full force and effect.
ARTICLE VI
MISCELLANEOUS
Section 6.1 Notices.
All notices, requests, consents, claims, demands, waivers, and other communications required or permitted hereunder shall be in writing and shall be given (and shall be deemed to have been duly given) (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (c) on the date sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient, or (d) on the third (3rd) day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 6.1):
If to Parent or Merger Sub:
Solara Digital Infrastructure Fund VI LP c/o Solara Digital Infrastructure LP [__] [__]
Attention: [__]
Email: [__]
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP [__] [__]
Attention: [__]
Email: [__]
If to Stockholder:
[Insert Name of Stockholder] [__] [__]
Attention: [__]
Email: [__]
with a copy (which shall not constitute notice) to:
[Insert Name of Stockholder's Counsel, if applicable] [__] [__]
Attention: [__]
Email: [__]
Section 6.2 Entire Agreement.
This Agreement (including the Schedule and Exhibit hereto), together with the Merger Agreement and any rollover agreement, letter agreement, or other agreement executed and delivered by Stockholder in connection with the Merger Agreement, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties with respect thereto. There are no representations, warranties, covenants, or undertakings with respect to the subject matter hereof other than those expressly set forth or referred to herein. In the event of any inconsistency between the terms of this Agreement and the terms of the Merger Agreement, the terms of the Merger Agreement shall control (except that the terms of Section 5.1(d) of this Agreement shall control with respect to the matters addressed therein).
Section 6.3 Amendments and Waivers.
No amendment, modification, or supplement of any provision of this Agreement shall be valid or effective unless made in writing and signed by each of the Parties. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No waiver by any Party of any of the provisions hereof shall be effective unless set forth in a written instrument signed by the Party so waiving. The failure or delay of any Party in exercising any right, power, or privilege hereunder shall not operate as a waiver thereof.
Section 6.4 Assignment.
Neither this Agreement nor any of the rights, interests, or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any Party without the prior written consent of each of the other Parties, and any such assignment without such consent shall be null and void; provided, however, that Parent may assign this Agreement, in whole or in part, to any of its affiliates without the consent of Stockholder; provided, further, that no such assignment shall relieve Parent of its obligations hereunder. Subject to the preceding sentences, this Agreement will be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.
Section 6.5 Governing Law.
This Agreement and all claims or causes of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Agreement or the negotiation, execution, or performance of this Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (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 6.6 Jurisdiction; Venue.
Each of the Parties irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any action or proceeding, any state court or federal court of the United States of America sitting in the State of Delaware) (collectively, the "Chosen Courts"), in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, or for recognition and enforcement of any judgment relating thereto, and agrees that all claims in respect of such action or proceeding shall be heard and determined in the Chosen Courts, (b) 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 or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in any Chosen Court, including any objection based on forum non conveniens, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of any such action or proceeding in any Chosen Court, and (d) agrees that a final judgment in any such action 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 of the Parties agrees that service of process, summons, notice, or document by registered mail addressed to such Party in accordance with Section 6.1 shall be effective service of process for any action, suit, or proceeding brought in any Chosen Court.
Section 6.7 WAIVER OF JURY TRIAL.
EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, AND ENFORCEMENT OF THIS AGREEMENT. EACH PARTY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.7.
Section 6.8 Specific Performance.
The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each Party shall be entitled to an injunction or injunctions, specific performance, and other equitable relief to prevent breaches of this Agreement and to enforce specifically the performance of the terms and provisions of this Agreement, in each case without the necessity of proving actual damages, posting any bond, or furnishing any other security, this being in addition to any other remedy to which any Party is entitled at law or in equity. Each Party further agrees that it will not oppose the granting of an injunction, specific performance, or other equitable relief on the basis that (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. The Parties acknowledge and agree that any Party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 6.8 shall not be required to provide any bond or other security in connection with any such order or injunction.
Section 6.9 Severability.
If any term or other provision of this Agreement is held to be invalid, illegal, or unenforceable under any applicable law or public policy, all other terms and provisions of this Agreement shall nevertheless continue in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any Party. Upon a determination that any term or other provision of this Agreement is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement may be consummated as originally contemplated to the greatest extent possible.
Section 6.10 Counterparts.
This Agreement may be executed in one or more counterparts, each of which when executed shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic transmission (including portable document format (.pdf), Brightwater Software, or any other electronic signature complying with the U.S. federal ESIGN Act of 2000) shall be effective as delivery of a manually executed counterpart of this Agreement.
Section 6.11 No Third-Party Beneficiaries.
This Agreement shall be binding upon and inure solely to the benefit of each Party and its respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the Parties (and their respective heirs, executors, administrators, successors, and permitted assigns) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
Section 6.12 Interpretation.
(a) The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(b) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."
(c) The words "hereof," "herein," "hereunder," and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
(d) All references herein to "Articles," "Sections," "Schedules," and "Exhibits" shall be deemed references to Articles and Sections of, and Schedules and Exhibits to, this Agreement unless the context shall otherwise require.
(e) References to "days" shall mean calendar days, unless the term "Business Days" is used. If any action is required to be taken or any notice is required to be given on a day that is not a Business Day, then such action or notice shall be taken or given on the next succeeding Business Day.
(f) Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement.
(g) The Parties have participated jointly in the negotiation and drafting of this Agreement, and 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 provision of this Agreement.
(h) References to any statute, rule, or regulation are to that statute, rule, or regulation as amended, modified, supplemented, or replaced from time to time (and, in the case of a statute, include any rules and regulations promulgated under such statute), and references to any section of a statute, rule, or regulation include any successor to such section.
Section 6.13 Expenses.
Except as otherwise expressly provided herein or in the Merger Agreement, all costs and expenses (including legal and financial advisory fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses, whether or not the Merger or any of the other transactions contemplated by the Merger Agreement shall be consummated.
[Signature Pages Follow]
IN WITNESS WHEREOF, each of the undersigned has caused this Voting and Support Agreement to be duly executed as of the date first written above.
PARENT:
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP
By: Solara Fund VI GP LLC, its general partner
By: ________
Name: [__]
Title: [__]
MERGER SUB:
STRATOS MERGER SUB INC.
By: ________
Name: [__]
Title: [__]
STOCKHOLDER:
[INSERT NAME OF STOCKHOLDER]
If Stockholder is an entity:
By: ________
Name: [__]
Title: [__]
If Stockholder is an individual:
________________________________________
[Insert Name of Individual Stockholder]
SCHEDULE A
OWNED SHARES
Instruction: Complete the following table in its entirety at the time of execution of this Agreement. Include all equity interests, stock options (whether vested or unvested), warrants, restricted stock units (whether vested or unvested), and other convertible or exchangeable securities of the Company held by Stockholder or any affiliate of Stockholder as of the date of execution.
Additional Notes:
1. "Record" ownership refers to shares registered in the name of Stockholder on the books and records of the Company's transfer agent.
2. "Beneficial" ownership is determined in accordance with Rule 13d-3 under the Exchange Act and includes shares over which Stockholder has or shares voting or dispositive power, whether through any contract, arrangement, understanding, relationship, or otherwise.
3. If Stockholder shares voting and/or dispositive power with respect to any Subject Shares, provide the name of each Person with whom such power is shared and the nature and terms of such shared power arrangement.
4. For each option, warrant, restricted stock unit, or convertible security listed, specify: (a) the type of security, (b) the number of shares of common stock underlying such security, (c) the exercise or conversion price (if applicable), (d) the vesting schedule (if applicable), and (e) the expiration date.
EXHIBIT A
FORM OF JOINDER AGREEMENT
This JOINDER AGREEMENT (this "Joinder") is made and entered into as of [__], 20[], by [__] (the "Transferee"), and acknowledged by Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Parent").
RECITALS
WHEREAS, [Insert Name of Transferring Stockholder] (the "Transferring Stockholder") is a party to that certain Voting and Support Agreement, dated as of [__], 2025 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Voting and Support Agreement"), by and among Parent, Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub"), and the Transferring Stockholder; and
WHEREAS, pursuant to Section 3.1(b)(i) of the Voting and Support Agreement, the Transferring Stockholder desires to transfer [__] shares of common stock of Cloudium Technologies plc (the "Transferred Shares") to the Transferee, and such transfer is conditioned upon the execution and delivery by the Transferee of this Joinder.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:
1. Joinder to Voting and Support Agreement. The Transferee hereby acknowledges that it has received and reviewed a copy of the Voting and Support Agreement and, by execution and delivery of this Joinder, the Transferee hereby agrees to be bound by all of the terms, conditions, covenants, representations, warranties, and obligations set forth in the Voting and Support Agreement as fully and to the same extent as if the Transferee had been an original signatory thereto. Without limiting the generality of the foregoing, the Transferee agrees that the Transferred Shares shall be "Subject Shares" for all purposes of the Voting and Support Agreement.
2. Representations and Warranties. The Transferee hereby makes, as of the date hereof, each of the representations and warranties set forth in Article II of the Voting and Support Agreement as if such representations and warranties were set forth in full herein and as if each reference to "Stockholder" therein were a reference to the Transferee and each reference to "Owned Shares" therein were a reference to the Transferred Shares (as adjusted to reflect the context of this Joinder).
3. Governing Law. This Joinder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict-of-laws principles, and the jurisdiction provisions of Section 6.6 of the Voting and Support Agreement shall apply to this Joinder mutatis mutandis.
4. Counterparts. This Joinder may be executed in counterparts, each of which shall be deemed an original, and electronic signatures and delivery by portable document format (.pdf) shall be effective.
5. Capitalized Terms. Capitalized terms used but not defined in this Joinder shall have the meanings ascribed to them in the Voting and Support Agreement.