Extract to table

as lead arranger and administrative agent, and Ironclad Capital Markets LLC, as co-arranger (collectively, the "Financing Sources"), have delivered to Parent the commitment letter, dated as of the date hereof, pursuant to which the Financing Sources have committed, subject to the terms and conditions set forth therein, to provide debt financing in the aggregate principal amount of $4,240,000,000 (the "Debt Commitment Letter" and such financing, the "Debt Financing"); WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to the willingness of each of the parties to enter into this Agreement, (a) Jonathan Hargrove ("Hargrove"), the Chief Executive Officer of the Company, has entered into a Rollover Agreement with Parent, dated as of the date hereof (the "Hargrove Rollover Agreement"), and a Voting and Support Agreement with Parent, dated as of the date hereof (the "Hargrove Voting Agreement"), and (b) Pinnacle Growth Ventures LLC ("Pinnacle"), a Delaware limited liability company, has entered into a Rollover Agreement with Parent, dated as of the date hereof (the "Pinnacle Rollover Agreement"), and a Voting and Support Agreement with Parent, dated as of the date hereof (the "Pinnacle Voting Agreement" and, together with the Hargrove Voting Agreement, the "Voting and Support Agreements"); and WHEREAS, the parties intend that the Merger shall be effected as a reverse triangular merger under the Delaware General Corporation Law (the "DGCL"), pursuant to which Merger Sub shall merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent

"Rollover Agreements" means, collectively, (i) the Hargrove Rollover Agreement, pursuant to which Hargrove shall elect to exchange fifty percent (50%) of his 7,736,400 shares of Company Common Stock (i

3,868,200 shares) for equity interests in the Surviving Corporation valued at approximately $142,814,544, and (ii) the Pinnacle Rollover Agreement, pursuant to which Pinnacle shall elect to exchange sixty percent (60%) of its 21,367,200 shares of Company Common Stock (i

" "Company Material Adverse Effect" means any change, event, occurrence, effect, condition, development, circumstance, or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) the business, assets, liabilities, financial condition, or results of operations of the Company and its Subsidiaries, taken as a whole, or (ii) the ability of the Company to consummate the Merger or the other transactions contemplated by this Agreement on a timely basis; provided, however, that, for the purposes of clause (i) of the foregoing, none of the following, either alone or in combination, shall be deemed to constitute, or shall be taken into account in determining whether there has been or would reasonably be expected to be, a Company Material Adverse Effect: (A) changes in general economic, financial, banking, currency, or capital market conditions (including changes in interest rates, exchange rates, stock prices, or credit markets), in each case in the United States, the United Kingdom, India, Germany, or globally; (B) changes or conditions generally affecting the industries or markets in which the Company and its Subsidiaries operate, including the cloud computing, enterprise software, and digital infrastructure industries; (C) changes in applicable Law or in GAAP (or in the interpretation or enforcement of any of the foregoing), including changes in accounting standards, or changes in regulatory or political conditions; (D) pandemics (including COVID-19, SARS-CoV-2, and any mutation, variation, or resurgence thereof), epidemics, disease outbreaks, or other public health emergencies declared by the World Health Organization, the United States Centers for Disease Control and Prevention, or any comparable Governmental Entity, and any quarantine, "shelter in place," "stay at home," social distancing, shutdown, closure, sequester, or any other Law, directive, guideline, or recommendation by any Governmental Entity in connection therewith; (E) the commencement, escalation, or worsening of any war (whether or not declared), armed hostilities, sabotage, cyberattack (to the extent not specifically directed at the Company), terrorism, military actions, insurrection, or political instability, or any escalation or worsening of any of the foregoing; (F) changes in Law, including the adoption, implementation, promulgation, repeal, modification, reinterpretation, or proposal of any Law, or any action taken by any Governmental Entity; (G) earthquakes, hurricanes, tornados, floods, wildfires, tsunamis, volcanic eruptions, or other natural disasters or acts of God, or any weather-related events; (H) the announcement, pendency, or consummation of this Agreement or the transactions contemplated hereby, including the Merger, including any impact on relationships, contractual or otherwise, with customers, suppliers, distributors, partners, employees, labor unions, financing sources, stockholders, or Governmental Entities resulting therefrom (it being agreed that this clause (H) shall not apply for purposes of Section 4

The carveouts applicable to a Parent Material Adverse Effect shall be parallel to, and substantially the same as, those set forth in Section 1

Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (d) the terms "Article," "Section," "Schedule," "Exhibit," and "Annex" refer to the specified Article, Section, Schedule, Exhibit, or Annex of or to this Agreement, unless otherwise specified; (e) the word "including" and words of similar import when used in this Agreement means "including, without limitation," unless otherwise specified; (f) the word "or" shall not be exclusive; (g) references to agreements and other documents shall be deemed to include all subsequent amendments, restatements, supplements, and other modifications thereto; (h) references to statutes shall include all regulations promulgated thereunder and references to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting the statute or regulation; (i) all references to "$" or "dollars" mean the lawful currency of the United States of America; (j) references to "days" mean calendar days unless otherwise specified as "Business Days"; (k) all headings and captions contained in this Agreement are for convenience of reference only and shall not be deemed to be a part of, or to affect the meaning or interpretation of, this Agreement; (l) references to "the date hereof" or "the date of this Agreement" mean January 22, 2024; and (m) the parties have been represented by counsel and the normal rule of construction that any ambiguity in a contract shall be construed against the drafter shall not apply to this Agreement