DEFA14A

FLEX LTD.

Date: October 5, 2026

/s/ Kevin Krumm

Name: Kevin Krumm

Title: Chief Financial Officer

DEFA14A 1 d123485ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2, 2026

FLEX LTD.

(Exact Name of Registrant as Specified in Its Charter)

Singapore

0-23354

98-1773351

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


12515-8 Research Blvd, Suite 300, Austin, Texas		78759
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (512) 425-7929

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, No Par Value	FLEX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement

Series A Convertible Preferred Stock Investment Agreement

As previously announced, Flex Ltd., a company organized under the laws of Singapore (the “Company” or “Flex”), intends to separate its Cloud and Power Infrastructure business into an independent publicly traded company, Axiom Solutions International, Inc., a Texas corporation and currently a wholly owned subsidiary of Flex (“Axiom”), in the first quarter of 2027 (the “Spin-Off”). As also announced, on September 3, 2026, a wholly owned subsidiary of Flex entered into a stock purchase agreement (the “EPC Purchase Agreement”) to acquire all of the equity interests of EPC Power Corp., a Delaware corporation (“EPC Power”), with Flex guaranteeing such subsidiary’s obligations thereunder (such transaction, the “EPC Power Acquisition”). The EPC Power Acquisition is expected to close in the fourth quarter of 2026 and, upon the closing of the EPC Power Acquisition, EPC Power is expected to become part of the Company’s Cloud and Power Infrastructure business prior to the Spin-Off.

In connection with the pending EPC Power Acquisition, on October 2, 2026, the Company, Axiom, GC Venture XIII (ASI), L.P., a Delaware limited partnership (“General Catalyst”), and other investors party thereto (together with General Catalyst, the “Investors”), entered into a Series A Convertible Preferred Stock Investment Agreement (the “Preferred Investment Agreement”), pursuant to which the Investors have agreed to collectively purchase 200,000 shares of Axiom’s Series A Convertible Preferred Stock, par value $0.0001 per share (the “Convertible Preferred Stock”), for a per share purchase price of $10,000 (the “Per Share Purchase Price” or “Stated Value”) and an aggregate purchase price of $2,000,000,000 in a private placement (the “Preferred Investment”).

The Company is a party to the Preferred Investment Agreement for purposes of, among other things, guaranteeing the full performance and payment by Axiom (at Axiom’s election, in cash or in Flex’s ordinary shares, no par value (“Flex Ordinary Shares”), or a combination thereof (which election is subject to the Company’s approval)) of its obligation to redeem all then-outstanding shares of the Convertible Preferred Stock held by the Investors if the Spin-Off is not consummated on or before December 31, 2027, for a price per share of the Convertible Preferred Stock (the “Redemption Price”) equal to: (i) if paid in cash, 115% of the Per Share Purchase Price, or (ii) if paid in Flex Ordinary Shares, 125% of the Per Share Purchase Price, and in each case, minus the sum of the aggregate amount of dividends that have been paid in cash on each share of the Convertible Preferred Stock as of the relevant redemption date (excluding any additional dividends paid as a result of an event of noncompliance); provided that the Redemption Price (as determined without regard to this proviso) shall be increased as necessary so that the after-tax amount retained by each Investor (determined by applying an assumed tax rate of 25.5% against (i) the excess of (a) the Redemption Price (as determined without regard to this proviso) over (b) the Stated Value and (ii) the additional amount determined under this proviso) is equal to the Redemption Price (as determined without regard to this proviso).

To the extent Flex Ordinary Shares are used to pay the Redemption Price, Axiom and the Investors shall use commercially reasonable efforts to mutually agree on the number of Flex Ordinary Shares to be delivered and Axiom’s support obligations in respect thereof, in each case

prior to December 1, 2027, and the Company also agreed to provide customary registration rights with respect to such Flex Ordinary Shares. Any portion of the Redemption Price that remains unpaid as of the applicable redemption date will bear interest at a rate of 12% per annum until it is fully paid.

The closing of the Preferred Investment is subject to the satisfaction or waiver of certain customary closing conditions, including, among other things, the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the receipt of certain other required regulatory approval.

The foregoing description of the Preferred Investment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Preferred Investment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The Flex Ordinary Shares to be issued in connection with the payment of Redemption Price will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 8.01. Other Events

On October 5, 2026, the Company issued a press release announcing the Preferred Investment described in this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “project,” “will,” and similar expressions identify forward-looking statements. These forward-looking statements include, without limitation, statements regarding the Preferred Investment, the EPC Power Acquisition and the Spin-Off; the expected timing of the closing of the Preferred Investment and the EPC Power Acquisition, the expected timing of the Spin-Off and the ability to complete each of the Preferred Investment, the EPC Power Acquisition and the

Spin-Off; the anticipated synergies and benefits of the EPC Power Acquisition and the Spin-Off, including enhanced strategic focus, financial flexibility and value creation for shareholders; the expected future performance of each of Flex and Axiom, including the business of EPC Power; the impact of the EPC Power Acquisition on Flex’s Cloud and Power Infrastructure business; the expected sources and structure of financing for the EPC Power Acquisition; and statements about business strategies, growth opportunities, market position and financial outlook for each of Flex and Axiom. These forward-looking statements are based on current expectations, estimates and assumptions involving risks and uncertainties that could cause actual outcomes and results to differ materially from those anticipated by these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

Risks and uncertainties related to the Preferred Investment, EPC Power Acquisition and Spin-Off include, but are not limited to: uncertainties as to whether the Preferred Investment, the EPC Power Acquisition and the Spin-Off will be completed and the timing thereof; the ability to achieve anticipated ratings of the Convertible Preferred Stock; the possibility that various conditions to the completion of the Preferred Investment, EPC Power Acquisition and the Spin-Off may not be satisfied or waived, including the failure to obtain required regulatory approvals in the expected timeframe or at all or subject to conditions that are not anticipated; the possibility that the Spin-Off will not qualify for the expected tax-free treatment for U.S. federal income tax purposes; the risk that the Spin-Off may be more difficult, time-consuming, or costly than expected, including the impact on Flex resources, systems, procedures, and controls; the possibility that the occurrence of any event or circumstance that could give rise to the right of one or more parties to the EPC Purchase Agreement to terminate the EPC Purchase Agreement; potential adverse effects to the businesses of Flex or EPC Power during the pendency of the EPC Power Acquisition and the Spin-Off, such as employee departures or distraction of management from business operations; the possibility that the strategic, operational and financial benefits of the EPC Power Acquisition and the Spin-Off may not be achieved or may take longer to achieve than expected, including as a result of problems arising from the integration of the business of EPC Power; the failure to obtain, or delays in obtaining, required legal, regulatory or other approvals necessary to complete the EPC Power Acquisition and the Spin-Off; disruption from the EPC Power Acquisition and the Spin-Off, including potential adverse effects on relationships with customers, suppliers, employees and other business partners; competitive responses to the announcement or completion of the Spin-Off; diversion of management’s attention from ongoing business operations; the possibility of disputes, litigation or unanticipated costs in connection with the EPC Power Acquisition and the Spin-Off; uncertainty regarding the financial performance of either company following the Spin-Off; negative effects of the announcement or pendency of the Preferred Investment, the EPC Power Acquisition and the Spin-Off on the market price of Flex’s securities and/or on Flex’s financial performance; the ability to achieve anticipated capital structures, credit ratings, and financing in connection with the Spin-Off; the ability to retain key personnel; impacts of geopolitical conflicts; and any changes in general economic and/or industry-specific conditions. Additional information concerning risks relating to our business is described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Annual Report on Form 10-K and in our subsequent filings with the Securities and Exchange Commission (the “SEC”). All forward-looking statements are made as of the date hereof, and Flex assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

Important Information and Where to Find It

In connection with the proposed Spin-Off, Flex intends to file relevant materials with the SEC, including, among other filings, a proxy statement on Schedule 14A that will be mailed or otherwise disseminated to shareholders of Flex seeking their approval of the Spin-Off proposal. In addition, a registration statement on Form 10 (the “Form 10”) has been filed with the SEC by Axiom with respect to its common stock on September 15, 2026. This communication is not a substitute for the proxy statement and Form 10 or any other document that may be filed with the SEC by Flex or Axiom. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE FORM 10 AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY EACH OF FLEX AND AXIOM WITH THE SEC IN CONNECTION WITH THE PROPOSED SPIN-OFF (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT FLEX, AXIOM, THE PROPOSED SPIN-OFF AND RELATED MATTERS. Investors will be able to obtain free copies of the proxy statement and Form 10 and other relevant documents (when they become available) that will be filed by each of Flex and Axiom with the SEC on the SEC’s website at http://www.sec.gov. Investors also will be able to obtain free copies of the proxy statement and other relevant documents that will be filed by Flex with the SEC from the investor relations page on Flex’s website at investors.flex.com.

Participants in the Solicitation

Flex and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Flex in connection with the proposed Spin-Off. Information regarding Flex’s directors and executive officers and their ownership of Flex ordinary shares is contained in Flex’s proxy statement for its 2026 annual general meeting of shareholders, which was filed with the SEC on June 24, 2026, including under the headings “Corporate Governance,” “Fiscal Year 2026 Non-Employee Directors’ Compensation,” “Proposal No. 1: Re-election of Directors,” “Proposal No. 3: Non-Binding, Advisory Resolution on Executive Compensation,” “Compensation Discussion and Analysis,” “Executive Compensation,” “Information about our Executive Officers” and “Security Ownership of Certain Beneficial Owners and Management.” To the extent the holdings of the Flex securities by the Flex directors and executive officers have changed since the amounts set forth in the proxy statement for its 2026 annual general meeting of shareholders, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities, holdings or otherwise, will be set forth in the proxy statement and other materials when they are filed with the SEC in connection with the proposed Spin-Off. You may obtain free copies of these documents using the sources indicated above.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.

10.1*		Series A Convertible Preferred Stock Investment Agreement, dated October 2, 2026, by and among Axiom Solutions International, Inc., GC Venture XIII (ASI), L.P., other investors party thereto and Flex Ltd. (solely where expressly provided therein).

99.1		Press release, dated October 5, 2026, issued by Flex Ltd.

104		Cover Page Interactive Data File (formatted as Inline XBRL)

*	Schedules and certain portions of this exhibit have been redacted in accordance with Items 601(a)(5) and 601(b)(10) of Regulation S-K.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 10.1

Certain confidential information contained in this document, marked by [****], has been omitted because it is both (i) not material and (ii) the type that the Company treats as private or confidential.

EXECUTION VERSION

Axiom Solutions International, Inc.

Series A Convertible Preferred Stock Investment Agreement

Dated as of October 2, 2026

TABLE OF CONTENTS


		Page

ARTICLE 1

Definitions

Section 1.01.	Definitions		1

ARTICLE 2

Purchase and Sale

Section 2.01.	Purchase and Sale		2
Section 2.02.	Closing		2
Section 2.03.	Use of Proceeds		8
Section 2.04.	Defaulting Investors		8

ARTICLE 3

Representations and Warranties of the Company and the Parent

Section 3.01.	Description of Capital Stock; Valid Issuance		8
Section 3.02.	Authority; Noncontravention		9
Section 3.03.	Governmental Approvals		10
Section 3.04.	Sale of Securities		10
Section 3.05.	Brokers and Other Advisors		10
Section 3.06.	Organization; Good Standing		10
Section 3.07.	Form 10; Financial Statements		10
Section 3.08.	No Undisclosed Liabilities		11
Section 3.09.	Taxes		11
Section 3.10.	Material Contracts		11
Section 3.11.	Sufficiency of Assets		12
Section 3.12.	Allocation of Liabilities		12
Section 3.13.	Legal Proceedings		12
Section 3.14.	Compliance with Laws; Permits		12
Section 3.15.	Indebtedness		12
Section 3.16.	Silver SPA		13
Section 3.17.	Section 16 Matters		13
Section 3.18.	No Rights Agreement; Anti-Takeover Provisions		13
Section 3.19.	No Other Investor Representations or Warranties		13

ARTICLE 4

Representations and Warranties of Each Investor

Section 4.01.	Organization; Standing		13
Section 4.02.	Authority; Noncontravention		13
Section 4.03.	Governmental Approvals		14


Section 4.04.	Brokers and Other Advisors	14
Section 4.05.	Private Placement Matters	14
Section 4.06.	Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans	16
Section 4.07.	No Other Company Representations or Warranties	16

ARTICLE 5

Additional Agreements

Section 5.01.	Further Action; Commercially Reasonable Efforts; Filings	16
Section 5.02.	Public Disclosure	17
Section 5.03.	Spin-Off	17
Section 5.04.	Confidentiality	18
Section 5.05.	Tax Matters	19
Section 5.06.	Transfer and Hedging Restrictions	20
Section 5.07.	Conversion Shares	24
Section 5.08.	Other Approvals	24
Section 5.09.	Parent Guaranty	26
Section 5.10.	Board Rights	27
Section 5.11.	Information Rights	29
Section 5.12.	Standstill	30
Section 5.13.	Protective Provisions	31
Section 5.14.	Nasdaq Listing of Shares; Anti-Delisting and Deregistration	31
Section 5.15.	Equity Rating	32
Section 5.16.	Corporate Actions	32

ARTICLE 6

Conditions to Closing

Section 6.01.	Condition to the Obligations of the Company and the Investors	32
Section 6.02.	Conditions to the Obligations of the Company	33
Section 6.03.	Conditions to the Obligations of the Investor	33

ARTICLE 7

Termination; Survival

Section 7.01.	Termination	35
Section 7.02.	Effect of Termination	36
Section 7.03.	Survival	36
Section 7.04.	Non-Recourse	37

ARTICLE 8

Miscellaneous

Section 8.01.	Amendments; Waivers	37
Section 8.02.	Extension of Time, Waiver, Etc.	37
Section 8.03.	Assignment	38


Section 8.04.	Counterparts	38
Section 8.05.	Entire Agreement; No Third-Party Beneficiaries	39
Section 8.06.	Governing Law; Jurisdiction	39
Section 8.07.	Specific Enforcement	39
Section 8.08.	WAIVER OF JURY TRIAL	40
Section 8.09.	Notices	40
Section 8.10.	Severability	41
Section 8.11.	Expenses	41
Section 8.12.	Interpretation	41
Section 8.13.	Several Obligations and Independent Rights	42

Exhibits and Schedule


Schedule A:		List of Investors
Exhibit A:		Form of Series A Convertible Preferred Stock Certificate of Designations
Exhibit B:		Form of Registration Rights Agreement

Sch. 5.06:		Restricted Transferees
Sch. 5.08:		Required Regulatory Approvals

iii

SERIES A CONVERTIBLE PREFERRED STOCK INVESTMENT AGREEMENT

This Series A Convertible Preferred Stock Investment Agreement (this “Agreement”), dated as of October 2, 2026, is entered into by and among Axiom Solutions International, Inc., a wholly owned subsidiary of Flex Ltd. (the “Parent”) and a Texas corporation (the “Company”), GC Creation Fund III, L.P., a Delaware limited partnership (“GC”), and the other investors party and set forth on Schedule A hereto (collectively, the “Investors” and each individually, an “Investor”), and, solely where expressly provided in this Agreement, the Parent.

WHEREAS, subject to the terms and conditions set forth herein, the Company desires to issue, sell and deliver to the Investors, and each Investor, severally and not jointly, desires to purchase and acquire from the Company, the number of shares set forth opposite such Investor’s name on Schedule A hereto (collectively, the “Purchased Shares”) of Series A Convertible Preferred Stock, which will have a par value of $0.0001 per share (the “Convertible Preferred Stock,” and such purchases and sales, collectively, the “Placement”), having the designation, preferences, rights (including with respect to conversion), privileges, powers, and terms and conditions, to the fullest extent permitted by applicable Law and as specified in the form of the Series A Convertible Preferred Stock Certificate of Designations attached hereto as Exhibit A (the “Certificate of Designations”). The Convertible Preferred Stock will be convertible into shares of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), on the terms and subject to the conditions set forth in the Certificate of Designations, and any shares of Common Stock issuable upon conversion of the Purchased Shares are referred to herein as the “Underlying Shares.”

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.01. Definitions. As used in this Agreement (including the recitals hereto), the following terms shall have the following meanings:

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person; provided that (a) the Parent, the Company and their respective Subsidiaries shall not be deemed to be Affiliates of any Investor or any of its respective Affiliates, and (b) other than in the case of Section 5.08(d), Section 7.02 or Section 7.04, in no event shall any of the Investors or any of their respective Subsidiaries be considered an Affiliate of any portfolio company affiliated with or managed by affiliates of such Investor or any of their respective present and former directors, officers, stockholders, partners, members or managers, nor shall any portfolio company affiliated with or managed by affiliates of any such Investor be considered to be an Affiliate of an Investor or any of their respective Affiliates. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, including the ability to elect at least a majority of the members of the board of directors or other governing body of a Person, and the terms “controlled” and “controlling” have correlative meanings.

“Aggregate Purchase Price” means the aggregate Purchase Price for the Purchased Shares to be purchased by the Investors hereunder.

“Bankruptcy and Equity Exception” has the meaning set forth in Section 3.02(a).

“Board” means the Board of Directors of the Company.

“Business Day” means any day except a Saturday, a Sunday or other day on which the SEC or banks in the City of New York are authorized or required by Law to be closed.

“Change of Control” has the meaning set forth in Section 5.06(d).

“Cloud and Power Infrastructure Business” means the Cloud & Power Infrastructure business of Parent as described in the Form 10, which consists of Parent’s (1) cloud solutions business, which includes liquid cooling solutions (including its JetCool business and third-party sourced liquid cooling solutions), advanced thermal solutions, data center IT hardware systems, and rack-scale integration, and (2) power infrastructure business, which includes its (a) critical power business (including its Anord Mardix, Crown Technical Systems and Electrical Power Products and EPC Power upon the closing of the Proposed Acquisition) and (b) embedded power business (including power modules and custom power solutions), in each case, as conducted prior to the distribution date of the Spin-Off.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Company Organizational Documents” means the Company’s (i) Certificate of Formation and (ii) Bylaws, each as may be amended and/or restated from time to time in accordance with this Agreement.

“Contract” has the meaning set forth in Section 3.02(b).

“Conversion Shares” has the meaning set forth in Section 5.06(a)(i).

“Distribution” means the distribution of between approximately 88.0% to 94.0% of all of the then-outstanding shares of Common Stock to be carried out by Parent by way of a distribution in specie to Parent shareholders on a pro rata basis based on the number of Parent ordinary shares held by each such Parent shareholder of record as of the record date for such distribution, as described in the Form 10.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Filed SEC Documents” means all reports, schedules, forms, statements and other documents filed with, or furnished to, the SEC by the Company and publicly available prior to the date hereof, including, without limitation, the Form 10.

“Form 10” means the registration statement on Form 10-12B, as publicly filed by the Company with the SEC on September 15, 2026 under CIK 00021309993, for purposes of effecting the Spin-Off, including any amendments, supplements or exhibits thereto that may be filed from time to time, in each case subject to Section 5.03.

“Fraud” means actual, not constructive, common law fraud (under the laws of the State of New York).

“Fundamental Change” has the meaning set forth in the Certificate of Designations.

“GAAP” means generally accepted accounting principles in the United States, consistently applied.

“Governmental Authority” means any government, court, regulatory or administrative agency, arbitrator (public or private), commission or authority, stock exchange or other legislative, executive or judicial governmental entity (in each case including any self-regulatory organization), whether federal, state or local, domestic, foreign or multinational.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Internal Reorganization” means the allocation, transfer, or conveyance by Parent of the entities, assets, and liabilities comprising the Cloud and Power Infrastructure Business in advance of the Distribution so that the Company and its subsidiaries are allocated, transferred, or conveyed the entities, assets, and liabilities of the Cloud and Power Infrastructure Business, while the remaining entities, assets, and liabilities will remain with Parent, as more fully described in the Form 10.

“Internal Revenue Service” means the United States Internal Revenue Service.

“Investor Material Adverse Effect” means any effect, change, event or occurrence that would prevent or materially delay, interfere with, hinder or impair the compliance by the applicable Investor with its obligations under this Agreement.

“Judgment” means any order, judgment, injunction, ruling, writ or decree of any Governmental Authority.

“Laws” means all local, state or federal laws, common law, statutes, ordinances, codes, rules or regulations, executive orders, Judgments, governmental guidelines or interpretations thereof that have the force of law, Permits, or other similar requirements enacted, adopted, promulgated or applied by any Governmental Authority.

“Material Adverse Effect” means any effect, change, event or occurrence (“Effect”) that has or would reasonably be expected to have, individually or in the aggregate with all other Effects, a material adverse effect on the business, results of operations, or financial condition of the Company and its Subsidiaries, including the Cloud and Power Infrastructure Business, taken as a whole, assuming consummation of the Internal Reorganization and the Spin-Off; provided, however, that, no Effect to the extent resulting from any of the following, individually or in the aggregate, shall be deemed to constitute, or shall be taken into account in determining whether there has been, a Material Adverse Effect: (i) changes in GAAP (or other applicable accounting standards) or the interpretation or enforcement thereof after the date of this Agreement; (ii) changes in Laws or the interpretation or enforcement thereof after

the date of this Agreement; (iii) changes in the financial, securities, credit or other capital markets or general economic, regulatory, legislative or political conditions in the United States or any other country or region in which the Company or its Subsidiaries do business, including changes in interest rates, tariffs and/or foreign exchange rates; (iv) changes generally affecting the industry or industries in which the Company and its Subsidiaries, including the Cloud and Power Infrastructure Business, operate or would operate after giving effect to the Internal Reorganization and the Spin-Off; (v) the occurrence, escalation, outbreak or worsening of any hostilities, war, sabotage, police action, acts of terrorism, cyberattacks, cyberterrorism, acts of war, sabotage or terrorism or major hostilities or natural or man-made disasters or other force majeure events, military conflicts, political instability or other regional, national or international calamity, crisis or emergency, or any governmental or other response to any of the foregoing, in each case, whether or not pursuant to the declaration of an emergency or war and whether or not involving the United States; (vi) any pandemic, epidemic, plague or other outbreak of illness or public health event, or any public health, quarantine, “shelter in place,” “stay at home,” social distancing, shut down, closure, sequester, safety or similar law, requirement, directive or mandate promulgated by any Governmental Authority; (vii) the announcement, pendency or consummation of the transactions contemplated by this Agreement and the other Transaction Documents or the identities of the Investors); (viii) (A) any changes in the pricing of, demand for or market reception of the securities issued in the Spin-Off or in the market price or trading volume of any securities of the Company following the Spin-Off, (B) any (1) delay in or postponement of the Internal Reorganization or the Spin-Off or (2) decision by the Parent or the Company not to proceed with the Internal Reorganization or the Spin-Off, (C) any changes in any credit ratings of the Parent, the Company or any of their respective Subsidiaries, (D) any changes in any analyst recommendations, estimates or ratings relating to the Parent, the Company or any of their respective Subsidiaries or (E) the failure of the Parent and its Subsidiaries or the Company and its Subsidiaries to meet any internal or published projections, estimates or forecasts of revenues, earnings or other financial metrics for any period, in the case of each of clauses (A) – (E), in and of itself (provided that the underlying causes of the foregoing clauses (A) – (E) may be considered in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur to the extent not otherwise excluded by this definition); (ix) any action taken or omitted to be taken by the Parent, the Company or any of their respective Subsidiaries that is (A) expressly permitted or required to be taken (or not taken) or expressly contemplated by this Agreement or the other Transaction Documents (in each case, as amended, supplemented or changed in accordance with their terms from time to time), (B) taken (or not taken) at the written request or with the written consent of GC on behalf of the Investors that is not required to be taken by the express terms of this Agreement or the Transaction Documents or (C) required to be taken (or not taken) by Applicable Law; provided, further, that, with respect to clauses (i) through (vi) above, such Effects may be taken into account in determining whether a “Material Adverse Effect” has occurred or would reasonably be expected to occur with respect to the Company or its Subsidiaries, but only to the extent of the incremental disproportionate impact of such Effects on the Company and its Subsidiaries, including the Cloud and Power Infrastructure Business, taken as a whole, assuming consummation of the Internal Reorganization and the Spin-Off, relative to other participants in the industry or industries and geographies in which the Company and its Subsidiaries, including the Cloud and Power Infrastructure Business, would operate after giving effect to the Internal Reorganization and the Spin-Off.

“Material Contract” means each material, written and binding contract, agreement, lease, license or other binding written instrument with the two largest Cloud and Power Infrastructure Business customers (measured by sales for Parent’s most recently completed fiscal year), to which Parent, the Company or any of their respective Subsidiaries is party, in each case, solely to the extent relating to the Cloud and Power Infrastructure Business.

“No-Spin Redemption” means the redemption of the Convertible Preferred Stock pursuant to Section 7.3(a) of the Certificate of Designations.

“Permitted Loan” means any bona fide loan, advance or other financing arrangement secured by a pledge, hypothecation or other security interest in shares of Convertible Preferred Stock or Conversion Shares, including any foreclosure or transfer in lieu of foreclosure, in each case, solely as permitted pursuant to Section 5.06(a)(iii).

“Person” means an individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization or any other entity, including a Governmental Authority.

“Proposed Acquisition” means the proposed acquisition of shares of common stock of EPC Power Corp by the Parent or an Affiliate of the Parent pursuant to the Silver SPA.

“Purchase Price” means $10,000.00 per share of Convertible Preferred Stock.

“Registration Rights Agreement” means that certain Registration Rights Agreement to be entered into by and among the Parent, the Company and the Investors on the Closing Date, in substantially the form attached hereto as Exhibit B.

“Regulatory Laws” means, collectively, any Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or lessening of competition through merger or acquisition or restraint of trade or that affect foreign investment, outbound investment, foreign exchange, national security or national interest of any jurisdiction.

“Representatives” means, with respect to any Person, its officers, directors, principals, partners, managers, members, employees, consultants, agents, financial advisors, investment bankers, attorneys, accountants, other advisors, and other representatives.

“Required Regulatory Approvals” has the meaning set forth in Section 5.08(a).

“Restraints” has the meaning set forth in Section 6.01.

“ROFO Notice” has the meaning set forth in Section 5.06.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Silver SPA” means that certain Stock Purchase Agreement, dated as of September 3, 2026, by and among ACS Acquisitions, Inc., EPC Power Corp. and Charge Parent LLC, as may be amended, supplemented or modified from time to time, in each case, only to the extent that such amendment, supplement or modification is not materially adverse to the interests of the Investors.

“Spin-Off” means the consummation of the separation of the Cloud and Power Infrastructure Business from Parent’s other businesses following the Internal Reorganization, the Distribution and the creation, as a result of the separation and distribution, of the Company as an independent publicly traded company holding the entities, assets and liabilities associated with the Cloud and Power Infrastructure Business, as described in the Form 10.

“Spin-Off Transaction Documents” means the Amended and Restated Certificate of Formation, Amended and Restated Bylaws, the Separation Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Cross-Supply Agreements, the Site Services Agreement, the Stockholder’s and Registration Rights Agreement, the Transition Services Agreement and the Intellectual Property Matters Agreement, in each case as set forth in the Form 10 (as may be amended or supplemented from time to time in accordance with Section 5.03).

“Standstill Period” has the meaning set forth in Section 5.12.

“Subsidiaries” means, collectively, the “Subsidiaries” of the Company from time to time, as such term is defined in the Certificate of Designations.

“Tax” means any and all United States federal, state, local or non-United States taxes, fees, levies, duties, tariffs, imposts, and other similar charges imposed by any Governmental Authority, including taxes or other charges on or with respect to income, franchises, windfall or other profits, gross receipts, property, sales, use, capital stock, payroll, employment, social security, workers’ compensation, unemployment compensation or net worth; taxes or other charges in the nature of excise, withholding, ad valorem, stamp, transfer, value added or gains taxes; license, registration and documentation fees, and customs duties, tariffs and similar charges, together with any interest, penalties, and additions to tax imposed by any Governmental Authority.

“Tax Return” means returns, reports, claims for refund, declarations of estimated Taxes and information returns or statements, including any schedule or attachment thereto or any amendment thereof, with respect to Taxes filed or required to be filed with any Taxing Authority, including affiliated, consolidated, combined and unitary Tax Returns.

“Taxing Authority” means any Governmental Authority or any subdivision, agency, commission or entity thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any Tax (including the IRS).

“Transaction Documents” means this Agreement, the Certificate of Designations, the Registration Rights Agreement and all other documents, certificates or agreements executed in connection with the transactions contemplated by this Agreement, the Certificate of Designations and the Registration Rights Agreement.

“Transactions” means the transactions expressly contemplated by this Agreement and the other Transaction Documents, including the issuance of the Purchased Shares to the Investor and the issuance of Underlying Shares upon conversion thereof; provided that, for the avoidance of doubt, the term “Transactions” shall not include the Spin-Off.

ARTICLE 2

PURCHASE AND SALE

Section 2.01. Purchase and Sale. On the terms of this Agreement and subject to the satisfaction (or, to the extent permitted by applicable Law, waiver by the party entitled to the benefit thereof) of the conditions set forth in Article 6, each Investor, severally and not jointly, agrees to purchase and acquire from the Company, and the Company agrees to issue, sell and deliver to each Investor, the Purchased Shares set forth opposite such Investor’s name on Schedule A hereto for such portion of the Aggregate Purchase Price specified opposite such Investor’s name on Schedule A hereto.

Section 2.02. Closing.

(a) On the terms of this Agreement and subject to the satisfaction or, to the extent permitted by applicable Laws, waiver in accordance with Section 8.02 of the conditions set forth in Article 6 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or valid waiver of those conditions at such time), the closing of the Placement (the “Closing”) shall occur electronically as soon as practicable on a date selected by the Company upon written notice to the Investors at least five (5) Business Days prior to such date (and in any event within two (2) Business Days after the later of (i) the satisfaction or valid waiver of those conditions and (ii) the expiration of the five (5) Business Day notice period required by Section 2.02(b), or on such later date as the Company and the Investors may mutually agree in writing). No Investor shall be required to fund before the date specified in the Funding Notice applicable to it or before expiration of that notice period unless such Investor expressly agrees otherwise in writing. The date on which the Closing actually occurs is referred to as the “Closing Date”. Notwithstanding anything to the contrary in this Agreement, in no event shall the Company be obligated to consummate the Closing unless the entirety of the Aggregate Purchase Price shall be funded at the Closing, including following the allocation of any Default Shares in accordance with Section 2.04.

(b) The Company shall provide each Investor with a funding notice (the “Funding Notice”) no less than five (5) Business Days prior to the anticipated Closing Date. The Funding Notice shall set forth (i) the anticipated Closing Date and (ii) the wire transfer instructions for delivery of each Investor’s portion of the Aggregate Purchase Price.

(i) the Company shall deliver to each Investor the Purchased Shares specified opposite such Investor’s name on Schedule A hereto in book-entry form maintained by the Company’s transfer agent; and

(ii) each Investor shall pay the portion of the Aggregate Purchase Price for its Purchased Shares specified opposite such Investor’s name on Schedule A hereto by wire transfer in immediately available U.S. federal funds, to the account designated by the Company in the Funding Notice.

Section 2.03. Use of Proceeds. The proceeds from the sale of the Purchased Shares shall be used by the Company (i) to fund a portion of the purchase price in connection with the Proposed Acquisition or (ii) to repay any equity bridge financing or other intermediate financings incurred by the Company in connection with the Proposed Acquisition. Any remaining proceeds from the sale of the Purchased Shares shall be used for other general corporate purposes, including payments of cash dividends payable on the Convertible Preferred Stock pursuant to the Certificate of Designations.

Section 2.04. Defaulting Investors. If any Investor fails to purchase at the Closing (or provides written notice to the Company of its intent not to purchase) its portion of the Purchased Shares in accordance with the terms of this Agreement (the Purchased Shares not timely purchased, the “Default Shares” and such defaulting Investor, the “Defaulting Investor”), then the Company shall promptly deliver a notice to the non-defaulting Investors (such non-defaulting Investors, the “Non-Defaulting Investors”), which notice shall include the number of Default Shares and the aggregate purchase price payable therefor (which shall be the portion of the Aggregate Purchase Price specified opposite the Defaulting Investor’s name on Schedule A hereto). The Non-Defaulting Investors shall have the right, in their respective sole discretion, to purchase and acquire from the Company at the Closing such Default Shares for the aggregate purchase price specified in the notice provided by the Company to the Non-Defaulting Investors; provided that, to the extent more than one Non-Defaulting Investor exercises its right to purchase the Default Shares, each such exercising Non-Defaulting Investors shall each be entitled to purchase and acquire its respective pro rata portion of the Default Shares. Nothing in this Section 2.04 shall obligate or require any Non-Defaulting Investor to exercise its right to acquire any Default Shares or to fund any additional portion of the Aggregate Purchase Price with respect to the Default Shares and nothing in this Section 2.04 shall obligate the Company to consummate the Closing if any Default Shares remain outstanding and are not agreed to be acquired by a Non-Defaulting Investor following the process set forth in this Section 2.04.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE PARENT

The Company, and where expressly provided, Parent, represent and warrant to each Investor, as of the date hereof and as of the Closing Date (except to the extent made only as of a specified date, in which case such representation and warranty is made only as of such date):

Section 3.01. Description of Capital Stock; Valid Issuance. The Company and the Parent hereby represent and warrant as follows:

(a) As of the date of this Agreement, the authorized capital stock of the Company consists of 10,000,000 authorized shares of Common Stock, of which 5,000 shares are issued or outstanding, all of which are held beneficially and of record by Parent, and 1,000,000 authorized shares of preferred stock, of which no shares are issued or outstanding.

(b) The Convertible Preferred Stock and the shares of Common Stock issuable upon conversion of the Convertible Preferred Stock will be, when issued, duly authorized and validly issued, fully paid and non-assessable and issued in compliance with all applicable federal and state securities Laws, and such shares will not be issued in violation of any purchase option, call option, preemptive right, resale right, subscription right, right of first refusal or similar right, and will be free and clear of all liens, except restrictions imposed by the Securities Act and any applicable foreign and state securities Laws, and transfer restrictions expressly set forth in the Transaction Documents (including Section 5.06 hereof). The Convertible Preferred Stock, when issued, and the shares of Common Stock issuable upon conversion of the Convertible Preferred Stock, if and when issued, will have the terms and conditions and entitle the holders thereof to the rights set forth in the Company Organizational Documents, as amended by the Certificate of Designations, to the fullest extent permitted by applicable Law. The maximum number of Underlying Shares initially issuable upon conversion of the Convertible Preferred Stock has been duly reserved for such issuance.

(c) As of the Closing, the Company shall not have any equity securities that are Parity Securities (as defined in the Certificate of Designations) or Senior Securities (as defined in the Certificate of Designations).

Section 3.02. Authority; Noncontravention. The Company and the Parent hereby represent and warrant as follows:

(a) The execution, delivery and performance by each of Parent and the Company of each of the Transaction Documents has been duly authorized by Parent and the Company, as the case may be. The Board has duly authorized and reserved (x) the Purchased Shares to be issued in accordance with the terms and conditions of this Agreement and (y) the shares of Common Stock to be issued upon any conversion of the Purchased Shares into Common Stock. Each Transaction Document, assuming due authorization, execution and delivery by the Investor (to the extent such Person is a party thereto), shall constitute a legal, valid and binding obligation of Parent and the Company (to the extent such Person is a party thereto), enforceable against Parent or the Company (as the case may be) in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”).

(b) Neither the execution and delivery of this Agreement or the other Transaction Documents by Parent or the Company, nor the consummation by Parent or the Company of the Transactions, nor performance or compliance by the Company with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of such Person’s organizational documents, including, in the case of the Company, the Company Organizational Documents, or (ii) (x) violate any Law or Judgment applicable to Parent or the Company or (y) violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default) under any of the terms, conditions or provisions of any loan or credit agreement, indenture, debenture, note, bond, mortgage, deed of trust, lease, sublease, license, contract or other agreement (each, a “Contract”) to which Parent or the Company, as applicable, is a party or accelerate the Company’s obligations under any such Contract, except in the case of clause (ii), as would not reasonably be expected to have a Material Adverse Effect.

Section 3.03. Governmental Approvals. The Company and the Parent hereby represent and warrant that, except for (a) the filing of the Certificate of Designations with the Secretary of State of the State of Texas, (b) filings required under, and compliance with other applicable requirements of, the Securities Act and the Exchange Act, and (c) compliance with any applicable state securities or “Blue Sky” laws, based on the information provided by the Investors and its Representatives to the Company and its Representatives, no consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority is necessary for the execution and delivery of this Agreement, the other Transaction Documents by Parent or the Company or the performance by Parent or the Company of its obligations hereunder and thereunder, other than such other consents, approvals, filings, licenses, permits or authorizations, declarations or registrations that, if not obtained, made or given, would not reasonably be expected to have a Material Adverse Effect.

Section 3.04. Sale of Securities. Assuming the accuracy of the representations and warranties of the Investors set forth in Section 4.05, the sale and issuance of the Purchased Shares pursuant to this Agreement are exempt from the registration and prospectus delivery requirements of the Securities Act.

Section 3.05. Brokers and Other Advisors. The Company and the Parent hereby represent and warrant that, except for PJT Partners LP, 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, or the reimbursement of expenses, in connection with the Transactions based upon arrangements made by the Company.

Section 3.06. Organization; Good Standing. The Company and the Parent hereby represent and warrant that, each of Parent and the Company is duly organized and is validly existing as a corporation in good standing under the laws of its jurisdictional organization and has corporate power and authority to own, lease and operate its properties and carry on its business as it is now being conducted and to enter into and perform its obligations under this Agreement; and each of Parent and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction (to the extent such concept or functional equivalent is applicable in such jurisdiction) in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify or to be in good standing would not reasonably be expected to have a Material Adverse Effect.

Section 3.07. Form 10; Financial Statements.

(a) The Spin-Off and the Cloud and Power Infrastructure Business as described in the Form 10 have not changed in manner that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect from the same as described in the Form 10.

(b) The consolidated financial statements of the Company and its Subsidiaries included or incorporated by reference in the Filed SEC Documents, in each case, at the time each such Filed SEC Document was filed with the SEC, complied as to form in all material respects with applicable SEC requirements, were prepared in accordance with GAAP consistently applied, subject to, in the case of unaudited quarterly financial statements, normal year-end adjustments, and fairly present in all material respects the consolidated financial position, results of operations and cash flows of the Cloud and Power Infrastructure Business as of the dates and for the periods shown.

Section 3.08. No Undisclosed Liabilities. Neither the Company nor any of its Subsidiaries nor the Cloud and Power Infrastructure Business has any liabilities of any nature (whether accrued, absolute, contingent or otherwise) that would be required under GAAP, as in effect on the date hereof, to be reflected on a consolidated balance sheet of the Company (including the notes thereto), except liabilities (i) reflected or reserved against in the most recent financial statements of the Company and its Subsidiaries included in the Filed SEC Documents, (ii) incurred after the date of such financial statements in the ordinary course of business (other than any such liabilities related to any breach of Contract, violation of Law or tort) or (iii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 3.09. Taxes. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (a) the Parent, the Company and each of their respective Subsidiaries has prepared (or caused to be prepared) and filed with the appropriate Taxing Authority all Tax Returns required to be filed by any of them to the extent relating to the Company or any of its Subsidiaries or to any Taxes for which the Company or any of its Subsidiaries is liable under any Spin-Off Transaction Document, and all such filed Tax Returns (taking into account all amendments thereto) are true, complete and accurate; (b) all Taxes owed by the Company and each of its Subsidiaries, or for which the Company or any of its Subsidiaries is liable under any Spin-Off Transaction Document, that are due (whether or not shown on any Tax Return) have been paid except for Taxes that are being contested in good faith by appropriate proceedings and have been adequately reserved against in accordance with GAAP; and (c) no examination or audit of any Tax Return relating to any Taxes of the Company or any of its Subsidiaries, or with respect to any Taxes due from or with respect to the Company or any of its Subsidiaries, by any Taxing Authority is currently in progress or threatened in writing.

Section 3.10. Material Contracts. The Company and the Parent hereby represent and warrant that, except as would not reasonably be expected to have a Material Adverse Effect, (a) all of the Material Contracts are in full force and effect, are valid and binding on Parent, the Company and their respective Subsidiaries to the extent such Person is a party thereto, and to the knowledge of the senior management of Parent and the Company (which, for purposes of this Agreement, shall mean the actual knowledge of Jim Ward, Antoine Marcos, and Chris Drummond, and references herein to the knowledge of senior management of Parent or the Company (or similar knowledge references) shall be construed accordingly), the other parties thereto, and are enforceable in accordance with their respective terms, subject in each case to the Bankruptcy and Equity Exception, (b) each of Parent, the Company and their respective Subsidiaries (as the case may be) has performed and continues to perform all obligations required to be performed by it pursuant to such Material Contracts, and (c) to the knowledge of the senior management of Parent and the Company, as of the date hereof, there are no existing written threats of default, breaches or violations of any of such Material Contracts by any other party thereto. The Company and the Parent hereby represent and warrant that, in connection with the Spin-Off, the Material Contracts have been or will be assigned or contributed (or the benefits and the burdens will otherwise be allocated) to the Company or one of its Subsidiaries to the extent relating to the Cloud and Power Infrastructure Business.

Section 3.11. Sufficiency of Assets. The Company and the Parent hereby represent and warrant that, assuming consummation of the Internal Reorganization, the Proposed Acquisition and the Spin-Off, the assets, properties, rights and services to be held by or made available to the Company and its Subsidiaries immediately following the Spin-Off will be sufficient in all material respects for the Company and its Subsidiaries to conduct the Cloud and Power Infrastructure Business as set forth in the Form 10.

Section 3.12. Allocation of Liabilities. The Company and the Parent hereby represent and warrant that, the allocation of assets and liabilities between the Company and its Subsidiaries, on the one hand, and Parent and its other subsidiaries (excluding the Company and its Subsidiaries), on the other hand, in connection with the Spin-Off, is consistent in all material respects with the description thereof in the Form 10 and has been prepared in good faith.

Section 3.13. Legal Proceedings. Except as would not reasonably be expected to have a Material Adverse Effect, there is no pending or, to the Company’s knowledge, threatened legal or administrative proceeding, suit, audit, charge, claim, investigation, arbitration or action against the Company or any of its Subsidiaries nor the Cloud and Power Infrastructure Business, and there is no outstanding order, judgment, injunction, ruling, writ or decree imposed upon the Company or any of its Subsidiaries or the Cloud and Power Infrastructure Business by any Governmental Authority.

Section 3.14. Compliance with Laws; Permits.

(a) Except as would not reasonably be expected to have a Material Adverse Effect, the Company and its Subsidiaries and the Cloud and Power Infrastructure Business are and have been in compliance with all applicable Laws and Judgments, and hold all Permits necessary to own, lease and operate their properties and conduct their businesses as presently conducted.

(b) To the knowledge of the Company’s senior management, the Company and its Subsidiaries and the Cloud and Power Infrastructure Business are in compliance in all material respects with all applicable economic sanctions and export-control Laws, and no transaction involving the Company or its Subsidiaries or the Cloud and Power Infrastructure Business would reasonably be expected to violate applicable sanctions Laws administered by the United States or any other Governmental Authority.

(c) To the knowledge of the Company’s senior management, neither the Company nor any of its Subsidiaries nor the Cloud and Power Infrastructure Business, nor any director, officer or employee acting on behalf of any of them, has violated applicable anti-corruption Laws or offered, paid, promised or authorized the payment of anything of value to obtain or retain business or an improper business advantage.

(d) No material action, suit or proceeding by or before any Governmental Authority involving the Company or any of its Subsidiaries or the Cloud and Power Infrastructure Business with respect to applicable anti-money laundering Laws is pending or, to the knowledge of the Company’s senior management, threatened.

Section 3.15. Indebtedness. Neither the Company nor any of its Subsidiaries is party to, or subject to, any Contract, provision of its organizational documents or resolution of its Board that restricts, limits, prohibits or prevents the Company from paying dividends in a form and in the amounts contemplated by the Certificate of Designations.

Section 3.16. Silver SPA. The Company and the Parent hereby represent and warrant that an Affiliate of Parent has entered into the Silver SPA, which Silver SPA has not been terminated and remains in full force and effect.

Section 3.17. Section 16 Matters. The Company acknowledges and agrees that, to the extent Section 16 of the Exchange Act is applicable to the Transactions and/or the conversion of the Purchased Shares into Conversion Shares, the Placement and the direct and indirect issuance (or deemed issuance) to the Investors and their respective Affiliates of the Purchased Shares and the Conversion Shares issuable upon the conversion of the Purchased Shares and any payment of dividends or Accumulated Stated Value (as defined in the Certificate of Designations) to the Investors in the form of capital stock of the Company have been approved by the Board for purposes of Rule 16b-3 under the Exchange Act (the “Section 16 Approval”).

Section 3.18. No Rights Agreement; Anti-Takeover Provisions. The Company is not party to a stockholder rights agreement, “poison pill” or similar anti-takeover agreement or plan.

Section 3.19. No Other Investor Representations or Warranties. Except for the representations and warranties expressly set forth in Article 4 hereof, the Company hereby acknowledges that no Investor nor any of its Affiliates or Representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to such Investor.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF EACH INVESTOR

Each Investor represents and warrants to the Parent and the Company, severally in respect of itself only and not jointly, as of the date hereof and as of the Closing Date (except to the extent made only as of a specified date, in which case such representation and warranty is made as of such date):

Section 4.01. Organization; Standing. Such Investor is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has all requisite power and authority necessary to enter into and perform its obligations under this Agreement.

Section 4.02. Authority; Noncontravention.

(a) Such Investor has all necessary power and authority to execute and deliver this Agreement and any of the other applicable Transaction Documents to which such Investor is a party and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by such Investor of this Agreement and any of the other applicable Transaction Documents to

which such Investor is a party and the consummation by such Investor of the Transactions have been duly authorized and approved by all necessary action on the part of such Investor, and no further action, approval or authorization by any of its stockholders, partners, members or other equity owners, as the case may be, is necessary to authorize the execution, delivery and performance by such Investor of this Agreement and any of the other applicable Transaction Documents to which such Investor is a party and the consummation by such Investor of the Transactions. This Agreement has been duly executed and delivered by such Investor and, assuming due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity Exception.

(b) Neither the execution and delivery of this Agreement or the other Transaction Documents by such Investor to which it is a party, nor the consummation of the Transactions by such Investor, nor the performance or compliance by such Investor with any of the terms or provisions hereof or thereof, will (i) conflict with or violate any provision of the certificate of formation, operating agreement or other comparable charter or organizational documents of such Investor, or (ii) (x) violate any Law or Judgment applicable to such Investor, or (y) violate or constitute a default (or constitute an event which, with notice or lapse of time or both, would violate or constitute a default) under any of the terms, conditions or provisions of any Contract to which such Investor is a party or accelerate such Investor’s obligations under any such Contract, except, in the case of clause (ii), as would not, individually or in the aggregate, reasonably be expected to have an Investor Material Adverse Effect.

Section 4.03. Governmental Approvals. Except for filings required under, and compliance with other applicable requirements of the HSR Act and the Required Regulatory Approvals, based on the information provided to such Investor’s Representatives by the Company and its Representatives, no consent or approval of, or filing, license, permit or authorization, declaration or registration with, any Governmental Authority that would be required to be obtained or made by or on behalf of such Investor is necessary for the execution and delivery of this Agreement and any of the other applicable Transaction Documents to which such Investor is a party by such Investor, the performance by such Investor of its obligations hereunder and thereunder and the consummation by such Investor of the Transactions, other than such other consents, approvals, filings, licenses, permits, authorizations, declarations or registrations that, if not obtained, made or given, would not, individually or in the aggregate, reasonably be expected to have an Investor Material Adverse Effect.

Section 4.04. Brokers and Other Advisors. 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, or the reimbursement of expenses in connection with the Transactions, based upon arrangements made by or on behalf of such Investor or any of its Affiliates, except for Persons, if any, whose fees and expenses will be paid solely by such Investor.

Section 4.05. Private Placement Matters. Such Investor acknowledges that the offer and sale of the Purchased Shares and the Underlying Shares have not been registered under the Securities Act or under any state or other applicable securities Laws. Such Investor (a) acknowledges that it is acquiring the Purchased Shares and any Underlying Shares pursuant to an exemption from registration under the Securities Act solely for investment with no intention to distribute any of the foregoing to any Person, (b) will not sell, transfer, or otherwise dispose of any Purchased Shares or Underlying Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any other applicable securities Laws, (c) has such knowledge and experience in financial and business

matters and in investments of this type that it is capable of evaluating the merits and risks of its investment in the Purchased Shares and any Underlying Shares and of making an informed investment decision, (d) is an institutional “accredited investor” (as that term is defined by Rule 501 of Regulation D under the Securities Act), and (e) (1) has been furnished with or has had access to all the information that it considers necessary or appropriate to make an informed investment decision with respect to the Purchased Shares and Underlying Shares, (2) has had an opportunity to discuss (including by asking questions) with the Company and the Parent and their Representatives the intended business and financial affairs of the Company and the Parent and to obtain information necessary to verify any information furnished to it or to which it had access and (3) can bear the economic risk of (i) an investment in the Purchased Shares and any Underlying Shares indefinitely and (ii) a total loss in respect of such investment. Such Investor has such knowledge and experience in business and financial matters so as to enable it to understand and evaluate the risks of, and form an investment decision with respect to its investment in, the Purchased Shares and Underlying Shares and to protect its own interest in connection with such investment. Such Investor further acknowledges that each Purchased Share will initially constitute a “restricted security” under U.S. securities laws and will contain (and any Underlying Share issued upon conversion of a Purchased Share that is such a restricted security will contain) a legend to that effect in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”

Notwithstanding the foregoing, the legend under this Section 4.05 shall be removed by the Company and the Convertible Preferred Stock or Common Stock issued upon conversion of the Convertible Preferred Stock may be Transferred without such legend if (i) such Convertible Preferred Stock or Common Stock is registered for resale by the Company pursuant to an effective registration statement filed under the Securities Act and resold pursuant to such registration statement, (ii) such Convertible Preferred Stock or Common Stock is eligible for resale pursuant to Rule 144 promulgated under the Securities Act without any requirements as to volume, manner of sale, availability of current public information (whether or not then satisfied) or notice, or (iii) such Convertible Preferred Stock or Common Stock is sold pursuant to an exemption from registration and, in the case of this clause (iii), the Company receives an opinion of counsel reasonably satisfactory to the Company to the effect that the legend may be removed in accordance with applicable securities laws and any other documentation reasonably requested by the Company with respect to compliance with such exemption.

Section 4.06. Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans. In connection with the due diligence investigation of the Company and the Parent by such Investor and its Representatives, such Investor and its Representatives have received and may continue to receive from the Company and the Parent and their Representatives certain estimates, projections, forecasts and other forward-looking information, as well as certain business plan information, in each case containing forward-looking information, regarding the Company, the Parent and its subsidiaries, and their respective businesses and operations. Such Investor hereby acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, forecasts and other forward-looking statements, as well as in such business plans to the extent each of them contain forward-looking information, with which such Investor is familiar, that such Investor is making its own evaluation of the adequacy and accuracy of such forward-looking information so furnished to such Investor (including the reasonableness of the assumptions underlying such forward-looking information), and that, except for the representations and warranties expressly set forth in Article 3 hereof or in any other Transaction Document, and other than for Fraud, gross negligence and/or willful misconduct, such Investor will have no claim against the Company, the Parent or any of its subsidiaries, or any of their respective Representatives, with respect thereto.

Section 4.07. No Other Company Representations or Warranties. Except for the representations and warranties expressly set forth in Article 3 hereof, each Investor hereby acknowledges that neither the Company nor any of its Affiliates or Representatives, nor any other Person, has made or is making any other express or implied representation or warranty with respect to the Company’s capital stock, the Company, the Parent or any of its subsidiaries, or their respective businesses, operations, assets, liabilities, condition (financial or otherwise) or prospects. Such Investor hereby acknowledges (for itself and on behalf of its Affiliates and Representatives) that it has conducted, to its satisfaction, its own independent investigation of the business, operations, assets and financial condition of the Company and the Parent and its subsidiaries and, in making its determination to proceed with the transactions contemplated by this Agreement, such Investor has relied on the results of its own independent investigation.

ARTICLE 5

ADDITIONAL AGREEMENTS

Section 5.01. Further Action; Commercially Reasonable Efforts; Filings. On the terms and subject to the conditions of this Agreement, each party shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things reasonably necessary, proper or advisable under applicable Law to consummate the Transactions in accordance with the terms and conditions hereof and of the Transaction Documents to which it is a party, including (i) the obtaining of all necessary actions, waivers, registrations, permits, authorizations, orders, consents and approvals from Governmental Authorities, the expiry or early termination of any applicable waiting periods, and the making of all necessary registrations and filings (including filings with Governmental Authorities, if any) and the taking of all steps as may be reasonably necessary to obtain an approval or waiver from, or to avoid a legal action or proceeding by, any Governmental Authorities, (ii) the delivery of required notices to, and the obtaining of required consents or waivers from, any third parties necessary, proper or advisable to consummate the Transactions, and (iii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement and the other Transaction Documents.

Section 5.02. Public Disclosure. Prior to the issuance of any press release or other written public statement with respect to the Transaction or the Placement, Investors, Parent and the Company shall, and shall cause their respective Affiliates to, consult with each other party, give each other party the reasonable opportunity to review and comment upon (which comments the applicable party shall make absent a reasonable basis for objection), and consider each other party’s comments in good faith, except as such release or written statement that the applicable party determines, after consultation with outside legal counsel, is required or deemed advisable by applicable Law, Judgment, court or regulatory process or the rules and regulations of any national securities exchange or national securities quotation system and consulting with the other parties is prohibited by applicable Law. For the avoidance of doubt, nothing in this Section 5.02 or Section 5.04 shall prevent any party from making disclosures relating to the Transactions, the Placement or the Spin-Off in any filing with the SEC or any other Governmental Authority, in each case, as required by applicable Law. Notwithstanding the foregoing, (a) this Section 5.02 shall not prohibit any disclosure of information concerning this Agreement in connection with any bona fide dispute between the parties hereto regarding this Agreement, (b) the Investors and their respective Affiliates may, without consulting the Company, provide ordinary course communications regarding this Agreement and the transactions contemplated hereby in connection with financial reporting and fundraising activities to existing or prospective general and limited partners, equity holders, members, managers, investors and co-investors of such Persons and their respective Affiliates, in each case subject to customary confidentiality obligations and provided that each Investor shall be responsible for any breach of such confidentiality obligations by its existing or prospective general and limited partners, equity holders, members, managers, investors and co-investors, (c) this Section 5.02 shall not apply to (i) any press release or other written public statement that does not contain any information relating to the Transactions or the Placement that has not been previously announced or made public in accordance with the terms of this Agreement and that is made in the ordinary course of business, or (ii) any disclosures by the Company relating to the Internal Reorganization or the Spin-Off and (d) notwithstanding the foregoing, nothing in this Section 5.02 shall restrict or limit any Investor that is an insurance company or a subsidiary or Affiliate of an insurance company from providing information regarding this Agreement and the transactions contemplated hereby to insurance regulators, rating agencies, auditors, actuaries, advisors or other Persons in connection with such Investor’s or its Affiliates’ customary regulatory, insurance, financial reporting or internal compliance obligations; provided, that such Investor shall use commercially reasonable efforts to provide advance notice of such disclosure to the other parties.

Section 5.03. Spin-Off. If the Company determines to proceed with and consummate the Spin-Off, the Spin-Off shall be on materially the same terms as described in any Form 10 that is ultimately declared effective by the SEC; provided that there shall not be any change to the Spin-Off or the Cloud and Power Infrastructure Business that would materially impair the ability of Company to conduct the Cloud and Power business in a manner materially consistent with the terms as described in the Form 10 as filed with the SEC as of the date hereof.

Section 5.04. Confidentiality.

(a) Confidential Information. “Confidential Information” means all information, in any form (including written or oral) and whether or not marked as confidential, that the Parent and its Subsidiaries’, or the Company or any of its Subsidiaries or their respective Representatives have furnished or furnish to an Investor or its representatives, whether before, on, or after the date of this Agreement, in connection with this Agreement, the transactions contemplated hereby (including the Placement), or such Investor’s investment in the Company, and includes business plans, financial information, projections, customer and supplier information, trade secrets, technology, intellectual property, the terms of the Transaction Documents, information received under any information or as a consequent of GC Partner’s Board nomination right set forth in Section 5.10 of this Agreement, and all notes, analyses, and other materials prepared by or for such Investor that contain or reflect any of the foregoing. Confidential Information does not include information that (i) is or becomes generally available to the public other than through a breach of this Section 5.04 by such Investor or its Representatives, (ii) was lawfully in the possession of such Investor on a non-confidential basis before its disclosure by the Parent, the Company or their respective Subsidiaries or Representatives, (iii) becomes available to such Investor on a non-confidential basis from a third party not known by such Investor to be bound by a confidentiality obligation to the Company, or (iv) is independently developed by such Investor without use of or reference to the Confidential Information.

(b) Obligations; Permitted Disclosures. Each Investor will hold all Confidential Information in strict confidence, using at the same level of care for which it holds its own confidential information. Each Investor will use Confidential Information solely to evaluate, consummate, and monitor its investment in the Company and to exercise its rights under the Transaction Documents (the “Permitted Purpose”), and not for any other purpose. An Investor may disclose Confidential Information only to its Affiliates and its and their respective Representatives who need to know it for the Permitted Purpose and who are bound by written or professional confidentiality obligations. Each Investor will be liable for any breach of this Section 5.04 by any such person to whom it discloses Confidential Information. If an Investor or any such person is required by applicable Law to disclose any Confidential Information, such Investor will, to the extent not legally prohibited and at the sole cost of the Parent or the Company, as applicable, give the Parent and the Company prompt written notice so that the Parent or Company, as applicable, may seek a protective order or other remedy, and will disclose only that portion of the Confidential Information that is legally required to be disclosed and request that such information be kept confidential.

(c) Return or Destruction; Remedies. If this Agreement is terminated, each Investor will promptly return or destroy, at each Investor’s sole election, all Confidential Information in its possession or in the possession of any person to whom it has disclosed Confidential Information and, upon request, confirm that it has done so in writing (email being sufficient). Each Investor may retain copies to the extent required by applicable Law or bona fide internal retention policies, or any copies which cannot be reasonably expunged from its electronic archival systems, and any retained copies will remain subject to this Section 5.04. Each Investor acknowledges that any breach of this Section 5.04 would cause the Company irreparable harm for which monetary damages would be inadequate. The Company will be entitled to injunctive relief and specific performance, without proof of actual damages or the posting of any bond, in addition to any other remedy available at law or in equity. The Company may enforce this Section 5.04 directly against each Investor for any breach by such Investor or any person to whom it has disclosed Confidential Information.

(d) Term; Several Obligations. The obligations under this Section 5.04 will survive the Closing or any termination of this Agreement and will continue until the later of (i) eighteen (18) months after the later of (A) such termination and (B) the Closing, and (ii) in the case of GC or any of its Affiliates, the date on which such the GC Partner ceases to have the Board nomination right set forth in Section 5.10 of this Agreement. Obligations with respect to trade secrets will continue for so long as such information remains a trade secret under applicable law.

(e) Permitted Regulatory Disclosures. Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.04 shall restrict or limit any Investor that is an insurance company or a subsidiary or Affiliate of an insurance company, and its Affiliates and their respective Representatives, from providing Confidential Information to insurance regulators, Governmental Authorities or self-regulatory organizations having jurisdiction over such Investor or its Affiliates, the National Association of Insurance Commissioners, rating agencies, auditors, actuaries, advisors and other Persons in connection with such Investor’s or its Affiliates’ customary regulatory, insurance, financial reporting or internal compliance obligations; provided, that such Investor shall use commercially reasonable efforts to provide advance notice of such disclosure to the other parties.

Section 5.05. Tax Matters.

(a) The Company shall pay any and all documentary, stamp and similar issuance or transfer Taxes due on (x) the issuance of the Purchased Shares and (y) the issuance of any Underlying Shares upon the conversion of the Purchased Shares. However, in the case of the issuance of any Underlying Shares, the Company shall not be required to pay any Tax that may be payable in respect of any transfer involved in the issuance and delivery of Underlying Shares to a beneficial owner other than the beneficial owner of the Purchased Shares being converted immediately prior to such conversion, and no such issue or delivery shall be made unless and until the Person requesting such issue has paid to the Company the amount of any such Tax, or has established to the satisfaction of the Company that such Tax has been paid.

(b) Absent a change in Tax law or a contrary determination within the meaning of Section 1313(a)(1) of the Code, the Company and each Investor agree to treat the Convertible Preferred Stock as “common stock” and not “preferred stock” within the meaning of Section 305 of the Code, and applicable Treasury Regulations promulgated thereunder. Absent a change in Tax Law, or a contrary determination within the meaning of Section 1313(a)(1) of the Code, the Company shall treat any adjustment to the conversion rate pursuant to Section 8.7(a), Section 8.7(b), Section 8.7(c) or Section 8.7(d) of the Certificate of Designations as being made pursuant to a “bona fide, reasonable, adjustment formula” within the meaning of Treasury Regulations Section 1.305-7(b) for U.S. federal and applicable state and local income Tax and withholding purposes, and shall not take any position inconsistent with such treatment. Absent a change in Tax law or a contrary determination within the meaning of Section 1313(a)(1) of the Code, the Company and each Investor agree to treat any Corporation Redemption (as defined in the Certificate of Designations) as a redemption to which Section 302(a) of the Code applies for U.S. federal and applicable state and local income Tax and withholding purposes, and shall not take any position inconsistent with such treatment.

(c) Notwithstanding anything herein to the contrary, but subject to Section 5.05(b), the Company and its paying agent shall be entitled to deduct and withhold Taxes on any payment or distribution (or deemed distributions) made with respect to the Convertible Preferred Stock or the Underlying Shares or other securities issued upon conversion of the Convertible Preferred Stock, in each case, to the extent required by applicable Law. To the extent that any amounts are so deducted or withheld as described in this Section 5.05(c), such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

Section 5.06. Transfer and Hedging Restrictions .

(a) Each Investor hereby agrees that, except as expressly permitted by Section 5.06(b):

(i) during the period beginning on the Closing Date and ending on (A) in the case of the Convertible Preferred Stock, the date that is the earlier of (x) twelve (12) months after the date of the Distribution and (y) March 31, 2028, and (B) in the case of shares of Common Stock issued upon conversion of the Convertible Preferred Stock (the “Conversion Shares”), twelve (12) months after the date of the Distribution, such Investor will not, without the prior written consent of the Company, transfer, sell, or otherwise dispose of any shares of Convertible Preferred Stock or Conversion Shares, as applicable; provided, that, notwithstanding anything to the contrary in this Section 5.06(a)(i), no restriction under this Section 5.06 shall apply to the transfer, sale or other disposition of any shares of Common Stock issued as payment of dividends on the Convertible Preferred Stock in accordance with the Certificate of Designation;

(ii) during the period beginning on the Closing Date and ending on the date that is twelve (12) months after the date of the Distribution, such Investor will not, without the prior written consent of the Company, (A) enter into any swap or other agreement or transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Convertible Preferred Stock, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise, or (B) make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a short sale of, or the purpose of which is to offset the loss that results from a decline in the market price of, any Convertible Preferred Stock (the activities in the foregoing clauses (A) and (B), the “Hedging Activities”);

(iii) during the period beginning on the Closing Date and ending on the date that is twenty-four (24) months after the date of the Distribution, such Investor will not, without the prior written consent of the Company, pledge, hypothecate, grant a security interest in, or enter into any margin loan or other financing arrangement secured by or otherwise relating to any Convertible Preferred Stock;

(iv) during the period beginning on the scheduled open of trading on the thirtieth (30^th) consecutive Trading Day (as defined in the Certificate of Designations) prior to the third (3^rd) anniversary of the date of the Distribution, and ending on the scheduled close of trading on the last Trading Day prior to the third (3^rd) anniversary of the date of the Distribution (the “Conversion Price Reset Date”), such Investor will not, without the prior written consent of the Company, engage in any Hedging Activities;

(v) notwithstanding anything to the contrary in this Agreement, each initial holder of the Convertible Preferred Stock will not, without the prior written consent of the Company, transfer, sell or otherwise dispose of any shares of Convertible Preferred Stock or Conversion Shares to any: (1) activist fund on the most recently published “SharkWatch50” list as of the date of such proposed transfer; or (2) Persons set forth on Schedule 5.06, as such list may be updated from time to time by the Board of Directors of the Company in its good faith reasonable determination and delivered to the Investors solely to add bona fide competitors of the Company or to remove one or more Persons from such list (any Person listed under subclause (1) or subclause (2), a “Prohibited Transferee”); provided that the restriction under this clause (v) shall not apply to any transfer, sale or other disposition of Conversion Shares through a broker, dealer or market maker in an open market transaction on a national securities exchange or other trading platform in which the transferring holder does not know, and has no reason to know, the identity of the ultimate purchaser, and

(vi) during the period beginning on the Closing Date and ending on the fourth (4th) anniversary of the Closing Date, each initial holder of the Convertible Preferred Stock will not, without the prior written consent of the Company, (A) transfer, sell, or otherwise dispose of any shares of Convertible Preferred Stock, directly or indirectly, in a single transaction or series of related transactions, unless the aggregate value of the Convertible Preferred Stock proposed to be sold is equal to or more than the lesser of $40,000,000 or the aggregate value of all shares of Convertible Preferred Stock then-held by such holder, or (B) transfer, sell, or otherwise dispose of any shares of Convertible Preferred Stock without first providing the Company with written notice (a “ROFO Notice”) at least five (5) days prior to such proposed transfer, which ROFO Notice shall include the number of shares of Convertible Preferred Stock to be sold (the “Offered Shares”) and the identity of the proposed purchaser to the extent known. The Company shall have the right, but not the obligation, to make an offer to such Investor to purchase all (but not less than all) Offered Shares at the price, and on the other terms, set forth in a written notice from the Company delivered to such Investor (an “Company Offer Notice”) prior to the expiration of the five-Business-Day period following receipt of such ROFO Notice; provided that the Company Offer Notice shall not include any financing conditions. If such Investor accepts the offer contained in the Company Offer Notice, the closing of the purchase of the Offered Shares by the Company shall take place as promptly as practicable following such date, and in any event within two (2) Business Days following such Investor’s written acceptance of the offer contained in the Company Offer Notice. If the Company does not deliver a Company Offer Notice within the period provided above, the Company Offer Notice includes any financing conditions, such Investor does not accept the offer contained in the Company Offer Notice, or the Company fails to consummate the purchase of the Offered Shares within the period provided above, such Investor may proceed to transfer, sell or otherwise dispose of the shares set forth in the ROFO Notice to any Person for so long as such Person is

not a Prohibited Transferee; provided that such transferring Investor shall provide the Company the identity of the purchaser prior to any transfer under this Section 5.06(a)(vi); provided, further, that if the purchaser is not an Investor or an Affiliate thereof, no transfer of Convertible Preferred Stock shall be permitted under this Section 5.06(a)(vi) if after such transfer, such purchaser or group of affiliated Persons would beneficially own (as defined in Rule 13d-3 promulgated under the Exchange Act) outstanding Convertible Preferred Stock convertible in to more than 2.0% of the outstanding voting securities of the Company (provided that the transferring Investor shall be entitled to rely conclusively, without any duty of inquiry or independent investigation, on a written representation of the purchaser as to the purchaser’s (and any such group’s) beneficial ownership of Convertible Preferred Stock).

(b) Notwithstanding anything to the contrary in Section 5.06(a), but subject to the conditions set forth below in this Section 5.06(b), each Investor may transfer shares of Convertible Preferred Stock or Conversion Shares at any time and without the prior written consent of the Company without complying with Section 5.06(a) in the circumstances described in clauses (i) through (iii) of this Section 5.06(b); provided that (1) in the case of any such transfer pursuant to clauses (i) or (ii) of this Section 5.06(b), (A) each donee, trustee, distributee, or transferee, as the case may be, shall agree in writing to be similarly bound and (B) any such transfer shall not involve a disposition for value, and (2) in the case of any such transfer pursuant to clauses (i) through (iii) of this Section 5.06(b), (A) any required public report or filing (including filings under Section 16(a) of the Exchange Act) shall disclose the nature of such transfer and, in the case of any such transfer pursuant to clauses (i) or (ii) of this Section 5.06(b), that the shares of Convertible Preferred Stock remain subject to the terms set forth in this Section 5.06, and (B) such Investor does not otherwise voluntarily effect any public filing or report regarding such transfers:

(i) as a bona fide gift or gifts, including to charitable organizations;

(ii) to a nominee or custodian of any Person to whom a transfer would be permissible under clause (i) above; or

(iii) pursuant to a bona fide third-party tender offer, merger, consolidation or other similar transaction that is approved by the Board and made to all holders of shares of the Company’s capital stock involving a Change of Control (as defined below) (including negotiating and entering into an agreement providing for any such transaction); provided that in the event that such tender offer, merger, consolidation or other similar transaction is not completed, such Investor’s shares of Convertible Preferred Stock shall remain subject to this Section 5.06.

(c) Notwithstanding Section 5.06(a) and Section 5.06(b), each Investor party hereto may transfer shares of Convertible Preferred Stock or Conversion Shares at any time and without the prior written consent of the Company to any Affiliate of such Investor or to any other Investor party hereto or any Affiliate of any other Investor; provided that, in the case of any transfer pursuant to this Section 5.06(c), such shares of Convertible Preferred Stock or Conversion Shares, as applicable, shall remain subject to the applicable terms set forth in this Section 5.06(c) and each transferee shall first agree in writing to be bound by the terms of this Agreement prior to any such transfer.

(d) For purposes of Section 5.06, “Change of Control” means the transfer to or acquisition by (whether by tender offer, merger, consolidation, division or other similar transaction), in one transaction or a series of related transactions, a Person or group of affiliated Persons, of the Company’s voting securities if, after such transfer or acquisition, such Person or group of affiliated Persons would beneficially own (as defined in Rule 13d-3 promulgated under the Exchange Act) more than 50% of the outstanding voting securities of the Company; provided that the Spin-Off shall not constitute a Change of Control.

(e) Any attempted transfer in violation of this Section 5.06 shall be null and void ab initio.

(f) Each Investor agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the shares of Convertible Preferred Stock except in compliance with this Section 5.06.

(g) So long as a proposed transfer complies with this Section 5.06, the Company shall reasonably cooperate with the applicable Investor in connection with any transfer, including by providing reasonable and customary information, issuing transfer instructions and removing legends as appropriate.

(h) The restrictions set forth in this Section 5.06 shall terminate automatically upon the commencement by the Company or any “significant subsidiary” (as defined in Rule 405 under the Securities Act) of the Company of bankruptcy, insolvency or other similar proceedings.

(i) Notwithstanding anything to the contrary in this Section 5.06 or Section 8.03, (A) any merger, amalgamation, scheme or plan of arrangement, consolidation, sale of assets or similar business combination transaction in which an Investor or an Investor Holding Company is a constituent entity or otherwise a party and that results in a Person that is not an Affiliate of such Investor acquiring either (x) control of such Investor or such Investor Holding Company, whether by tender or exchange offer, share exchange or otherwise, or (y) at least a majority of the assets of such Investor and its Subsidiaries, taken as a whole, and (B) any transfer of equity, membership or other ownership interests in an Investor (including policyholder membership interests, if applicable), shall not be deemed a transfer, sale or other disposition of any Convertible Preferred Stock, Conversion Shares or other securities of the Company directly or indirectly owned by such Investor or any of its controlled Affiliates for purposes of this Section 5.01(i) and shall not require consent under Section 8.03; provided that a primary purpose of any such transaction is not to avoid the provisions of this Agreement and that Convertible Preferred Stock, Conversion Shares or other securities of the Company do constitute a material portion by value of the interest being acquired; provided, further, that, in the case of a transaction described in clause (A), any successor or surviving Person or Person acquiring assets in such transaction (and its ultimate parent company, if any), if other than such Investor or such Investor Holding Company, shall expressly assume in writing all obligations of such Investor under this Agreement, except that no such assumption shall be required solely as a result of a transfer of ownership interests in an Investor that remains bound by this Agreement. No assumption shall, of itself, release the applicable Investor from its obligations or liabilities hereunder. Except for the applicable transaction permitted by this Section 5.06(i), the securities of the Company shall remain subject to the otherwise applicable provisions of this Agreement. For purposes of this Section 5.06(i), “Investor Holding Company” means any Subsidiary of an Investor through which such Investor directly or indirectly holds all of its equity interests in all of its other Subsidiaries and that represents all or substantially all of the assets of such Investor and its Subsidiaries, taken as a whole.

(j) Notwithstanding anything to the contrary in this Section 5.06 or Section 5.12, solely for purposes of those Sections, securities directly or indirectly owned or beneficially owned by an Investor or any of its Affiliates shall not include, and the restrictions in those Sections shall not apply to the ordinary-course acquisition, holding, voting, transfer or other disposition of, securities held in separately managed accounts, separate investment accounts or pooled investment vehicles sponsored, managed, advised or subadvised by such Investor or any of its Affiliates, in each case solely to the extent held in a fiduciary capacity for the benefit of unaffiliated third parties; provided that such securities were acquired in the ordinary course of such Investor’s or such Affiliate’s investment advisory, asset management, retail brokerage, wealth management, insurance or annuities business and are not acquired or held with the intent or purpose of influencing control of the Company or avoiding the provisions of this Agreement. For the avoidance of doubt, the exemptions set forth in this Section 5.06(j) shall not apply to any Investor’s investment under this Agreement, including with respect to any Purchased Shares, Underlying Shares or other securities issued in respect thereof held by or on behalf of such Investor, or permit an otherwise prohibited transfer of any such securities to an account or vehicle described above. Section 5.06(j) and the corresponding exceptions in Section 5.12 apply only to the contractual restrictions expressly addressed therein and do not modify beneficial ownership, attribution or reporting requirements under applicable Law, waive any required regulatory approval or alter any ownership, voting or conversion limitation in the Certificate of Designations.

Section 5.07. Conversion Shares. The Company will reserve and keep available at all times, free of preemptive or similar rights, shares of Common Stock as required pursuant to the Certificate of Designations.

Section 5.08. Other Approvals.

(a) Subject to the terms and conditions of this Agreement, including the terms of this Section 5.08, to the extent required under the HSR Act and any other applicable Regulatory Laws set forth on Schedule 5.08 (collectively, the “Required Regulatory Approvals”) in connection with the Transactions, including with respect to the Investors’ receipt of Compounded Dividends (as defined in the Certificate of Designations), each of the Company and each Investor shall cooperate with each other and use (and shall cause its subsidiaries to use) its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to obtain or submit, as the case may be, as promptly as practicable after notice by any Investor to the Company that any such Required Regulatory Approvals may be required, all Required Regulatory Approvals. In furtherance of the foregoing, each of the parties hereto shall cooperate with each other to evaluate and identify any filings, consents, clearances or approvals required in connection with the Transactions under or in connection with any Regulatory Law. Upon notice by any Investor to the Company that any such restrictions may be necessary to avoid violation of Regulatory Law, the Company and such Investor agree to cooperate to issue Compounded Dividends identified in such notice in a form without voting rights or conversion rights into Common Stock, which restrictions would be removed upon obtaining any such Required Regulatory Approvals.

(b) The Company and each Investor agree to make any required filings pursuant to the HSR Act and any other Required Regulatory Approvals with respect to the receipt of Compounded Dividends by such Investor as promptly as reasonably practicable following notice by such Investor that such Required Regulatory Approvals may be required, and to supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act or any other Required Regulatory Approvals, as applicable, and to promptly take any and all steps necessary to avoid or eliminate each and every impediment and obtain all consents that may be required pursuant to the HSR Act or any other Required Regulatory Approvals, as applicable, so as to enable such Investor to receive Compounded Dividends in a form free of restrictions on voting or conversion.

(c) Each of the Company and each Investor shall use its reasonable best efforts to (i) cooperate in all respects with the other party in connection with any filing or submission with a Governmental Authority in connection with any Required Regulatory Approvals and in connection with any investigation or other inquiry by or before a Governmental Authority relating to any Required Regulatory Approvals, including any proceeding initiated by a private person, (ii) keep the other party informed in all material respects and on a reasonably timely basis of any material communication received by the Company or such Investor, as the case may be, from or given by the Company or such Investor, as the case may be, to the Federal Trade Commission (“FTC”), the Department of Justice (“DOJ”) or any other Governmental Authority and of any material communication received or given in connection with any proceeding by a private Person, in each case regarding any Required Regulatory Approvals, (iii) subject to applicable Laws relating to the exchange of information, and to the extent reasonably practicable, consult with the other party with respect to information relating to such party and its respective subsidiaries, as the case may be, that appears in any filing made with, or written materials submitted to, any third Person or any Governmental Authority in connection with any Required Regulatory Approvals, and (iv) to the extent permitted by the FTC, the DOJ or such other applicable Governmental Authority or other Person, give the other party the opportunity to attend and participate in such meetings and conferences. Any documents or other materials provided pursuant to this Section 5.08(c) may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns, and to remove references concerning the valuation of the Company or other competitively sensitive material, and the parties may, as each deems advisable, reasonably designate any material provided under this Section 5.08(c) as “outside counsel only material.”

(d) Notwithstanding anything to the contrary in this Agreement, nothing in this Section 5.08 or elsewhere in this Agreement shall require the Company or any Investor to take any action with respect to any of its Affiliates or equity owners or their Affiliates or the Cloud and Power Infrastructure Business or, in the case of any Investor, its direct or indirect portfolio companies, including selling, divesting, conveying, holding separate, or otherwise limiting its freedom of action with respect to any assets, rights, products, licenses, businesses, operations, or interest therein, of any such Affiliates or equity owners or their Affiliates or, in the case of any Investor, any direct or indirect portfolio companies of investment funds advised or managed by one or more Affiliates or equity owners (or their Affiliates) of such Investor. The parties agree that all obligations of other parties related to regulatory approvals shall be governed exclusively by this Section 5.08

Section 5.09. Parent Guaranty.

(a) To induce the Investors to enter into this Agreement, Parent, intending to be legally bound, hereby irrevocably, absolutely and unconditionally guarantees, as primary obligor and not merely a surety, full and punctual performance and payment by the Company of the No-Spin Redemption (the “Guaranteed Obligation”). Parent agrees that the obligations of Parent hereunder shall not be released or discharged, in whole or in part, or otherwise affected by: (i) the failure or delay on the part of any Investor to assert any claim or demand or to enforce any right or remedy against Parent; (ii) any change in the time, place or manner of payment of any of the Guaranteed Obligation, or any waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Transaction Documents made in accordance with the terms thereof (other than with respect to the No-Spin Redemption); (iii) any change in the legal existence, structure or ownership of Parent or any other Person now or hereafter liable with respect to the Guaranteed Obligation; (iv) any insolvency, bankruptcy, reorganization or other similar proceeding affecting Parent or any other Person now or hereafter liable with respect to the Guaranteed Obligation; or (v) the adequacy of any means any Investor may have of obtaining payment related to the Guaranteed Obligation. To the fullest extent permitted by Law, with respect to the Guaranteed Obligation, Parent hereby expressly waives any and all rights or defenses arising by reason of any Law which would otherwise require any election of remedies by the Investors. With respect to the Guaranteed Obligation, Parent waives promptness, diligence, notice of the acceptance of the Guaranteed Obligation, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of any Guaranteed Obligation incurred and all other notices of any kind (other than notices to Parent pursuant to the Transaction Documents), all defenses which may be available by virtue of any valuation, stay, moratorium Law or other similar Law now or hereafter in effect or any right to require the marshalling of assets of Parent or any other Person now or hereafter liable with respect to the Guaranteed Obligation or otherwise interested in the transactions contemplated by the Transaction Documents. Parent acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Transaction Documents and that the waivers set forth in this Section 5.09(a) are knowingly made in contemplation of such benefits.

(b) Parent covenants that any ordinary shares of Parent issued by Parent in connection with the No-Spin Redemption (“Parent Shares”) shall be, when and if issued, duly authorized, validly issued, fully paid and non-assessable and free and clear of all liens (other than restrictions imposed by the Securities Act and applicable foreign and state securities Laws). Parent shall cause the Parent Shares to be approved for listing on the securities exchange on which Parent’s ordinary shares are then listed, subject to official notice of issuance, prior to or concurrently with any issuance of Parent Shares to the Investors.

(c) In connection with any issuance of any Parent Shares, Parent shall, at or prior to such issuance, enter into a customary registration rights agreement with the Investors, providing for customary shelf and piggyback registration rights with respect to such Parent Shares, together with related registration procedures, indemnification, contribution, expense allocation and assignment provisions, in each case consistent in all material respects with the corresponding provisions of the Registration Rights Agreement as in effect on the Closing Date. In furtherance of the foregoing, and not in limitation thereof, Parent covenants that, in connection with any issuance of Parent Shares to the Investors, Parent shall (i) use its reasonable best efforts to file with the SEC, as promptly as practicable, a registration

statement on an appropriate form under the Securities Act providing for the resale of such Parent Shares by the Investors, (ii) use its reasonable best efforts to cause such registration statement to be declared effective as promptly as practicable, and (iii) use its reasonable best efforts to keep such registration statement continuously effective until the date on which all Parent Shares covered thereby have been sold. Parent shall bear all expenses incurred in connection with any such registration (other than legal expenses, underwriting discounts and commissions and transfer taxes, if any).

(d) For the avoidance of doubt, upon the consummation of the Spin-Off on or prior to December 31, 2027, Parent’s obligations under this Section 5.09 shall terminate and this Section 5.09 shall be of no further force or effect upon the consummation of the Spin-Off at any time prior to or on December 31, 2027.

Section 5.10. Board Rights.

(a) If the Company determines to consummate the Spin-Off, following the consummation of the Spin-Off, GC Creation Fund III, L.P., a Delaware limited partnership (“GC Parent”), shall have the ongoing right to nominate, subject to applicable Law, one (1) director to the Board at each meeting of the shareholders of the Company (or action by written consent) at which directors are to be elected (the “GC Nominee”), for so long as GC and its Affiliates hold, beneficially and of record, at least fifty percent (50%) of the shares of Convertible Preferred Stock held by GC and its Affiliates, beneficially and of record, immediately following the Closing (as may be adjusted for stock splits, reverse stock splits, dividends, reclassifications or similar events).

(b) For so long as GC Parent is entitled to designate one or more individuals for election as directors pursuant to Section 5.06(a), in connection with each election of directors, the Company shall take all commercially reasonable actions to (i) cause the GC Nominee to be included in the slate of nominees recommended by the Board for election at the applicable annual or special meeting of shareholders at which directors are to be elected, (ii) recommend that the Company’s shareholders vote in favor of the election of the GC Nominee to serve as a member of the Board and (iii) solicit proxies in favor of the GC Nominee in a manner no less favorable than the manner in which the Company solicits proxies for its other nominees.

(c) The GC Nominee shall (i) satisfy all applicable requirements under applicable law and the rules of the Nasdaq, (ii) meet the director qualification criteria set forth in the Company’s Corporate Governance Guidelines generally applicable to all non-management directors, and (iii) be reasonably acceptable to the Nominating and Governance Committee. GC Parent shall cause the GC Nominee to provide the Company with such information as is reasonably requested of all director nominees, including a completed director and officer questionnaire on the Company’s form.

(d) For so long as GC Parent is entitled to the GC Nominee, subject to applicable Law, if at any time a vacancy is created on the Board by reason of the incapacity, death, resignation or removal the GC Nominee, GC Parent shall have the exclusive right to designate a director to fill such vacancy subject to such director meeting the requirements set forth in Section 5.10(c). Upon receipt of notice of the designation of a director pursuant to the foregoing sentence, the Board shall, as soon as practicable after the date of such notice, take action, including voting affirmatively at a meeting of the Board held for such purpose or by written consent, to cause such director designee to be elected as a director to fill such vacancy.

(e) To the extent that GC Parent ceases to have the right to designate a GC Nominee to the Board, then GC Parent shall cause the GC Nominee to promptly deliver a written resignation with respect to their service as a member of the Board; provided, that, if GC Parent does not cause the GC Nominee to resign within five (5) days after written request from the Board, then the GC Nominee director shall be deemed automatically to have resigned with immediate effectiveness.

(f) Business Opportunities. In recognition that the Investors party hereto and their respective directors, officers, managers, direct or indirect equity holders and Affiliates (including portfolio companies, but excluding the Company and its Subsidiaries) (collectively, the “Investor Parties”), currently have, and will in the future have or will consider acquiring, investments in numerous companies with respect to which an Investor Party may serve as an advisor, a manager, a director or in some other capacity, and in recognition that each Investor Party may have a myriad of duties to various investors and partners, and in anticipation that the Company on the one hand and the Investor Parties on the other hand may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties which may confront the Investor Parties in determining the full scope of their duties in any particular situation, the provisions of this Section 5.10(f) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the Investor Parties. To the fullest extent permitted by applicable Law and notwithstanding any other provision of the Company Organization Documents, but subject to Section 5.10(f)(iv):

(i) each Investor Party will have the right: (1) to directly or indirectly engage in any business (including any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Company or any of its Subsidiaries) or invest, own or deal in equity or debt securities of any other Person so engaged in any business, (2) to directly or indirectly do business with any client or customer of the Company or any of its Subsidiaries, (3) to take any other action that any such Investor Party believes in good faith is necessary or appropriate to fulfill its obligations as described in the first sentence of this Section 5.10(f) and (4) not to present potential transactions, matters or business opportunities to the Company or any of its Subsidiaries, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another Person;

(ii) the Investor Parties will have no fiduciary or other duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its Subsidiaries or to refrain from any actions permitted by this Section 5.10(f), and the Company, on its own behalf and on behalf of its Subsidiaries, hereby renounces, pursuant to Section 2.101(21) of the TBOC, any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in, any business opportunity as specified in Section 5.10(f)(i), and waives any right to require the Investor Parties to act in a manner inconsistent with the provisions of this Section 5.10(f);

(iii) no Investor Party shall be liable to the Company or any of its Subsidiaries for breach of any fiduciary or other duty (contractual or otherwise) by reason of any activities or omissions of the types permitted by this Section 5.10(f) or by reason of its participation therein; and

(iv) notwithstanding the foregoing, this Section 5.10(f) shall not (x) apply to any business opportunity that is expressly offered to an Investor Party who is a director or officer of the Company solely in such person’s capacity as a director or officer of the Company, (y) permit any Investor Party to use or disclose any confidential information of the Corporation or any of its Subsidiaries other than in compliance with this Agreement and any other agreement by which such Investor Party is bound, or (z) limit or waive any obligation of any Investor Party under this Agreement or any other Transaction Agreement.

Section 5.11. Information Rights.

(a) For so long as any Investor holds any shares of Convertible Preferred Stock, the Company shall furnish or make available to such Investor the following:

(i) within one-hundred-twenty (120) days after the end of each fiscal year of the Company, the audited consolidated financial statements of the Company and its subsidiaries for such fiscal year prepared in accordance with U.S. GAAP, including a consolidated balance sheet, statement of income, statement of cash flows and statement of stockholders’ equity, together with the report of the Company’s independent registered public accounting firm thereon; and

(ii) within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Company, unaudited consolidated financial statements of the Company and its subsidiaries for such fiscal quarter prepared in accordance with GAAP, including a consolidated balance sheet, statement of income and statement of cash flows.

(b) Notwithstanding the foregoing, the Company’s obligations under this Section 5.11 shall be deemed satisfied with respect to any information required to be furnished pursuant to clauses (a)(i) and (a)(ii) above to the extent such information is publicly available through filings made by the Company with the SEC pursuant to the Exchange Act.

(c) Each Investor agrees that any non-public information received pursuant to this Section 5.11 shall be subject to the confidentiality provisions set forth in Section 5.04 of this Agreement in all respects.

(d) Parent and the Company acknowledge that any Investor may from time to time not wish to receive material non-public information with respect to Parent, the Company, their Affiliates or their securities (such information, the “MNPI Information”). Notwithstanding anything contained herein, neither Parent nor the Company shall provide MNPI Information to any Investor if, and for such time, as such Investor has expressly notified the Company in writing that such Investor does not want to receive such information (such notice, the “MNPI Notice”); provided that, any MNPI Information not furnished by the Company due to an MNPI Notice shall be promptly provided to such Investor upon its written request; provided, further, that nothing in this Section 5.11(d) shall apply to the GC Nominee then-serving on the Board.

Section 5.12. Standstill. During the period beginning on the Closing Date and ending on the date that is (a) two (2) years after the Closing Date (in the case of GC and its Affiliates) and (b) one (1) year after the Closing Date in the case of any Investor other than GC and its Affiliates (the time periods referred to in the foregoing (a) and (b), the “Standstill Period”), each Investor, without the prior written consent of the Company, shall not, and shall cause its Affiliates not to, directly or indirectly, whether alone or in concert with any other Person:

(a) acquire or agree to acquire, directly or indirectly, beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of any voting securities of the Company (other than (i) the Purchased Shares, the Underlying Shares and any shares of Common Stock issued as dividend on the Convertible Preferred Stock pursuant to the Certificate of Designation and (ii) as a result of any stock split, stock dividend or distribution, subdivision, reorganization, reclassification or similar capital transaction involving the securities of the Company), or any securities convertible into, exchangeable for or exercisable for any such voting securities, or any rights, options or warrants to purchase or otherwise acquire any such voting securities, or enter into any derivative, swap or other agreement, arrangement or understanding that has the purpose or effect of providing economic exposure to, or economic benefit based on, the ownership of any such additional voting securities;

(b) solicit proxies or consents or become a participant in any solicitation of proxies or consents with respect to any voting securities of the Company, or seek to advise, encourage or influence any Person with respect to the voting of any voting securities of the Company;

(c) seek to call, request the call of or call a special meeting of stockholders of the Company, or seek to make or make any stockholder proposal at any meeting of stockholders of the Company (including by written consent);

(d) make any public announcement or proposal with respect to any extraordinary transaction involving the Company or any of its securities, including any merger, tender offer, exchange offer, recapitalization, restructuring, reorganization, liquidation, dissolution, business combination or similar transaction;

(e) form, join or participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the Company (other than with such Investor’s stockholders, partners, members or managers) or with other Investors and their Permitted Transferees;

(f) seek election or appointment to, or representation on, the Board, or seek the removal of any member of the Board, except as expressly provided in Section 5.10 or in the Certificate of Designations; or

(g) take any action that would reasonably be expected to require the Company to make a public announcement regarding any of the foregoing.

Notwithstanding the foregoing, nothing in this Section 5.12 shall prohibit (i) GC Parent from exercising its board nomination, removal and replacement rights under Section 5.10, (ii) an Investor from exercising conversion rights, transfer rights or any other rights or remedies under the Transaction Documents or (iii) any action expressly permitted by the Transaction Documents. Notwithstanding anything to the contrary in this Section 5.12, neither (i) the acquisition by any Investor or any of its Affiliates, whether by merger, amalgamation, scheme or plan of arrangement, consolidation or similar business combination transaction, purchase or exchange of securities or otherwise, of any Person (other than the Company), or any securities of such Person, that beneficially owns securities of the Company, solely to the extent such acquisition results in the indirect acquisition and continued holding of securities of the Company beneficially owned by such Person immediately prior to such acquisition, nor (ii) the acquisition and holding by any Investor or any of its Affiliates of securities of the Company in connection with securing or collecting a debt previously contracted in good faith in the ordinary course of such Investor’s or such Affiliate’s investment advisory, asset management, retail brokerage, wealth management, insurance or annuities business, shall constitute a violation of this Section 5.12; provided that any such transaction does not have a primary purpose of avoiding the provisions of this Agreement. The foregoing exceptions permit only the acquisitions and resulting holdings described herein and do not independently exempt subsequent actions otherwise prohibited by this Section 5.12. The provisions of Section 5.06(j) shall apply to this Section 5.12. This Section 5.12 shall terminate immediately upon the Company or any of its Affiliates entering into a definitive agreement for a Fundamental Change transaction.

Section 5.13. Protective Provisions. From and after the date of this Agreement (and in the case of Parent, solely until the consummation of the Spin-Off), and except for the Transactions and as reasonably necessary in connection with the Spin-Off (including the Internal Reorganization and the Distribution) or the Proposed Acquisition (in each case, subject to the consent rights set forth in the Certificate of Designation), Parent and the Company shall not, and shall cause the Company and the Company’s Subsidiaries not to, without the prior written consent of holders of a majority of the outstanding Purchased Shares, (a) issue, sell, repurchase, redeem or otherwise acquire any Parity Securities (as defined in the Certificate of Designations) or Senior Securities (as defined in the Certificate of Designations), (b) amend or otherwise modify the Company Organizational Documents, except as contemplated by the Form 10 (subject to Section 5.03) with respect to the Amended and Restated Certificate of Formation of the Company and the Amended and Restated Bylaws of the Company, in each case in a manner that adversely affects the Investors or (c) incur Consolidated Funded Indebtedness (as defined in the Certificate of Designations) (which, for the avoidance of doubt, shall take into account the issuance of all of the Purchased Shares at the Aggregate Purchase Price) that, after giving effect to such incurrence and the application of the proceeds thereof, would result in the Company and its Subsidiaries having Consolidated Funded Indebtedness in excess of $3,000,000,000.

Section 5.14. Nasdaq Listing of Shares; Anti-Delisting and Deregistration.

(a) Following the Spin-Off, the Company shall, as promptly as practicable and in any event within three (3) days thereof, apply to cause the aggregate number of Underlying Shares to be issued to each Investor pursuant to this Agreement and pursuant to the Certificate of Designations to be approved for listing on the Nasdaq to the extent required by Nasdaq. From time to time following the initial public offering of the Company or the Spin-Off, the Company shall cause the number of Underlying Shares or shares of Common Stock issued as dividends on the Convertible Preferred Stock in accordance with the Certificate of Designations to be approved for listing on the Nasdaq, subject to official notice of issuance.

(b) Following the Spin-Off, while any shares of Convertible Preferred Stock or Conversion Shares remain outstanding, the Company shall not voluntarily deregister the Common Stock under the Exchange Act or voluntarily delist the Common Stock from Nasdaq or any other national securities exchange on which the Common Stock may be listed, other than in connection with a Fundamental Change pursuant to which the Company satisfies in full its obligations under the Certificate of Designations.

Section 5.15. Equity Rating. If, following the date hereof, the Company fails to receive equity credit rating from Moody’s Corporation under its then-current methodology for assignment equity credit to securities (an “Equity Rating”) for the Convertible Preferred Stock following the Spin-Off, the Investors and the Company shall cooperate in good faith to negotiate and amend, modify or supplement the terms of this Agreement and the Certificate of Designations, as applicable and as may be reasonably necessary to ensure that the Company receives an Equity Rating for the Convertible Preferred Stock prior to the Closing; provided, that no such amendment, modification or supplement shall, without the prior written consent of each Investor, alter, impair, limit, or otherwise adversely affect any economic, governance, redemption, transfer, or other protective right, preference of privilege of the Investors.

Section 5.16. Corporate Actions. At any time that any shares of Convertible Preferred Stock are outstanding, the Company shall from time to time take all lawful action within its control to cause the authorized capital stock of the Company to include a sufficient number of authorized but unissued shares of Common Stock to satisfy the conversion requirements of all shares of the Convertible Preferred Stock then outstanding.

ARTICLE 6

CONDITIONS TO CLOSING

Section 6.01. Condition to the Obligations of the Company and the Investors. The respective obligations of the Company and the Investors to effect the Closing shall be subject to the satisfaction (or waiver, if permissible under applicable Law, by the Company and the holders of a majority of the allocation for such Purchased Shares) on or prior to the Closing Date of the following conditions:

(a) no applicable Judgment shall be enacted, promulgated, issued, entered, or threatened by any Governmental Authority and no applicable Law (collectively, “Restraints”) shall be in effect enjoining or otherwise prohibiting consummation of this Agreement;

(b) the waiting period (and any extensions thereof) applicable to the consummation of the Transactions under the HSR Act and Required Regulatory Approvals shall have been obtained and remain in full force and effect, as applicable, and all statutory waiting periods in respect thereof shall have expired or been terminated; and

(c) the Proposed Acquisition shall have been consummated, or all of the closing conditions of the Proposed Acquisition as set forth in the Silver SPA shall have been met (or waived, if permissible under applicable Law) and the parties to the Silver SPA shall have confirmed their readiness and ability to proceed with the closing of the Proposed Acquisition.

Section 6.02. Conditions to the Obligations of the Company. The obligations of the Company to effect the Closing shall be further subject to the satisfaction (or waiver by the Company in accordance with Section 8.02, to the extent permitted by applicable Law) on or prior to the Closing Date of the following conditions with respect to such Investor:

(a) With respect to each Investor severally, and not jointly, the representations and warranties of such Investor set forth in this Agreement shall be true and correct as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except to the extent that the facts, events and circumstances that cause such representations and warranties to not be true and correct as of such dates would not impair, prevent or materially delay the Closing;

(b) with respect to each Investor severally, and not jointly, such Investor shall have complied with or performed in all material respects its obligations and covenants required to be complied with or performed by it pursuant to this Agreement at or prior to such Closing;

(d) each Investor shall have delivered to the Company a certificate duly and validly executed and signed on behalf of each such Investor by its authorized representative certifying that the conditions in Section 6.02(a) and Section 6.02(b) have been satisfied solely with respect to such Investor.

Section 6.03. Conditions to the Obligations of the Investors. The obligations of the Investors to effect the Closing with respect to itself shall be further subject to the satisfaction (or waiver by such Investor, solely with respect to itself, in accordance with Section 8.02, to the extent permitted by applicable Law) on or prior to the Closing Date of the following conditions:

(a) the representations and warranties of the Company and, where applicable, the Parent, (i) set forth in Section 3.01, Section 3.02(a), Section 3.02(b)(i), Section 3.04, Section 3.05, Section 3.06 (solely as Section 3.06 relates to being duly organized and validly existing) and Section 3.18 (collectively, the “Fundamental Representations”) shall be true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date as though made as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such earlier date) and (ii) otherwise set forth in this Agreement shall be true and correct (without giving effect to any materiality or “Material Adverse Effect” qualifications set forth therein) as of the date of this Agreement and as of the Closing Date with the same effect as though made on and as of such date (except to the extent expressly made as of an earlier date, in which case as of such earlier date), except, with respect to this subclause (ii), where the failure to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(b) since the date of this Agreement, there shall not have occurred any change, event, occurrence, development or effect that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect;

(c) each of Parent and the Company shall have complied with or performed in all material respects its obligations and covenants required to be complied with or performed by it pursuant to this Agreement at or prior to the Closing;

(d) the Company shall have filed the Certificate of Designations with the Secretary of State of the State of Texas;

(e) the Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary for consummation of the Placement;

(f) each of Parent and the Company shall have executed and delivered to the Investors the Registration Rights Agreement;

(g) the Company shall have delivered to the Investors a certificate duly and validly executed and signed on behalf of the Company by its authorized representative certifying that the conditions in Section 6.03(a), Section 6.03(b) and Section 6.03(c) have been satisfied; and

(h) the Company and its Subsidiaries shall (i) if the Closing Date is prior to the date of the Distribution, reasonably expect to have on such Distribution date (after giving effect to the issuance of the Convertible Preferred Stock) (A) cash and cash equivalents of at least $1,000,000,000 and (B) Consolidated Funded Indebtedness (as defined in the Certificate of Designations) (which, for the avoidance of doubt, shall not take into account the issuance of the Convertible Preferred Stock and shall not by its terms restrict the Company’s ability to perform its obligations under the Certificate of Designations, including the ability of the Company to pay dividends in accordance therewith or make any redemption or other liquidation payment required thereunder) of no more than $3,000,000,000 or (ii) if the Closing Date is on or after the date of the Distribution, have on such date of the Distribution (after giving effect to the issuance of the Convertible Preferred Stock) (A) cash and cash equivalents of at least $1,000,000,000 and (B) Consolidated Funded Indebtedness (which, for the avoidance of doubt, shall not take into account the issuance of the Convertible Preferred Stock and shall not by its terms restrict the Company’s ability to perform its obligations under the Certificate of Designations, including the ability of the Company to pay dividends in accordance therewith or make any redemption or other liquidation payment required thereunder) of no more than $3,000,000,000; provided, that if, at the Closing, any less than the entirety of the Aggregate Purchase Price is funded, the Company shall, in its sole and absolute discretion, be permitted to increase the amount of the Consolidated Funded Indebtedness to an amount in excess of $3,000,000,000 an equal to the difference between the Aggregate Purchase Price and the actual amount to be funded at Closing.

ARTICLE 7

TERMINATION; SURVIVAL

Section 7.01. Termination. This Agreement may be terminated at any time prior to the Closing as follows:

(a) by the mutual written consent of the Company and each Investor;

(b) by either the Company or any Investor (solely with respect to itself), if any Restraint enjoining or otherwise prohibiting consummation of this Agreement shall be in effect and shall have become final and nonappealable; provided that the party seeking to terminate this Agreement pursuant to this Section 7.01(b) shall have used the required efforts to cause the conditions to Closing to be satisfied in accordance with Section 5.01;

(c) by any Investor (solely with respect to itself), if the Company shall have breached any of its representations or warranties or failed to perform any of its covenants or agreements set forth in this Agreement, which breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 6.03(a) or Section 6.03(c) and (ii) shall not have been cured by the earlier of (A) thirty (30) calendar days following receipt by the Company of written notice of such breach or failure to perform from any Investor stating such Investor’s intention to terminate this Agreement pursuant to this Section 7.01(c) and the basis for such termination and (B) the consummation of the Proposed Acquisition; provided that no Investor shall have the right to terminate this Agreement pursuant to this Section 7.01(c) if such Investor is then in material breach of any of its representations, warranties, covenants or agreements hereunder, which breach would give rise to the failure of any condition set forth in Section 6.02(a) or Section 6.02(b) to be satisfied;

(d) by the Company solely with respect to any Investor that has breached any of its representations or warranties or failed to perform any of its covenants or agreements set forth in this Agreement, if such breach or failure to perform (i) would give rise to the failure of a condition set forth in Section 6.02(a) or Section 6.02(b) with respect to such Investor and (ii) has not been cured within the earlier of (A) thirty (30) calendar days following receipt by such Investor of written notice from the Company specifying such breach or failure to perform, the Company’s intention to terminate this Agreement pursuant to this Section 7.01(d) and the basis for such termination and (B) the consummation of the Proposed Acquisition; provided that the Company shall not have the right to terminate this Agreement pursuant to this Section 7.01(d) if Parent or the Company is then in material breach of any of its representations, warranties, covenants or agreements hereunder, which breach would give rise to the failure of any condition set forth in Section 6.03(a) or Section 6.03(c) with respect to such Investor; provided, further, that any termination pursuant to this Section 7.01(d) shall not terminate this Agreement with respect to any other Investor; or

(e) by the Company or any Investor (solely with respect to itself), if the Closing has not been consummated on or prior to June 30, 2027; provided, that such right of termination shall not be available to the Company if the failure of the Closing to occur on or prior to such date was primarily due to a breach by Parent or the Company of its covenants or obligations under this Agreement, or to an Investor if such failure was primarily due to a breach by that Investor of its covenants or obligations under this Agreement.

Section 7.02. Effect of Termination. In the event of the termination of this Agreement as provided in Section 7.01, written notice thereof shall be given to the other party, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void (other than Article 1, Section 5.04, this Section 7.02 and Article 8, all of which shall survive termination of this Agreement), and there shall be no liability on the part of any Investor or the Company or their respective directors, officers and Affiliates, except (i) to the extent of any liability arising from any breach by such party of its obligations pursuant to this Agreement arising prior to such termination and (ii) that no such termination shall relieve any party from liability for damages to another party resulting from Fraud or a willful, intentional and material breach of this Agreement.

Section 7.03. Survival. Subject to Section 7.02, all of the covenants or other agreements of the parties contained in this Agreement shall survive until fully performed or fulfilled, unless and to the extent that non-compliance with such covenants or agreements is waived in writing by the party entitled to such performance. The representations and warranties made as of the Closing Date shall survive until the six (6) month anniversary of the Closing Date and shall then expire; provided, that the Fundamental Representations shall survive the Closing for twelve (12) months following the Closing Date and shall then expire; provided, further, that any claims in respect of the representations and warranties following the Closing Date pursuant to the foregoing shall be available only to the extent there is or there would reasonably expected to be a Material Adverse Effect; provided, further, that no representations and warranties or covenants of the Parent shall survive the consummation of the Spin-Off; provided, further, that nothing herein shall relieve any party of liability for any inaccuracy or breach of such representations and warranties in the case of Fraud. Notwithstanding any other provision set forth in this Agreement, the maximum liability of Parent and the Company under or relating to this Agreement to the extent relating to or arising out of any breach of the representations and warranties expressly set forth in this Agreement shall, with respect to the Transactions, in no event exceed the Aggregate Purchase Price paid by the Investors for the Purchased Shares pursuant to this Agreement (including damages for breach, whether willful, intentional, unintentional or otherwise (including willful breach) or monetary damages in lieu of specific performance); provided that the foregoing limitation shall not apply in the case of Fraud. Notwithstanding anything in this Agreement to the contrary, (a) each Investor will only be responsible in respect of any breach by itself and not of any other Investor, (b) except, with respect to any Investor, in the case of Fraud by such Investor, in no event will any Investor or any of such related party have any liability (including damages for breach, whether willful, intentional, unintentional or otherwise (including willful breach) or monetary damages in lieu of specific performance) in the aggregate in excess of the amount of its pro rata portion of the Aggregate Purchase Price as set forth on Schedule A, and (c) except, with respect to any Investor, in the case of Fraud by such Investor, in no event will the Investors and their related parties, collectively, nor Parent or the Company, have any liability (including damages for breach, whether willful, intentional, unintentional or otherwise (including willful breach) or monetary damages in lieu of specific performance) in the aggregate in excess of the amount of the Aggregate Purchase Price.

Section 7.04. Non-Recourse. Each party agrees, on behalf of itself and its Affiliates and its and their present and former directors, officers, stockholders, partners, members, managers, employees, agents, attorneys, advisors, lenders and other Representatives, that all claims, obligations, liabilities and causes of action arising out of or relating to this Agreement, any other Transaction Document or the Transactions may be made only against the Persons expressly identified as parties to the applicable agreement and in accordance with its terms. No recourse under this Agreement or any other Transaction Document, whether in contract, tort, at law, in equity or otherwise, shall be sought or had against any Affiliate, portfolio company, officer, director, employee, member, manager, partner, stockholder, lender, advisor or other Representative of any Investor, the Company or Parent, as applicable, and none of those Persons shall have any liability or obligation for any such claim, cause of action, obligation or liability, except for claims against an Investor solely in accordance with this Agreement. No personal liability or losses whatsoever shall attach to, be imposed on or otherwise be incurred by any such Person in connection with this Agreement, the other Transaction Documents or the Transactions.

ARTICLE 8

MISCELLANEOUS

Section 8.01. Amendments; Waivers(a) . Subject to compliance with applicable Law, this Agreement and the exhibits hereto (including the Certificate of Designations) may be amended or supplemented in any and all respects by written agreement of the Company, Parent and the holders of a majority of the outstanding Purchased Shares or the holders of a majority of the allocation for such Purchased Shares (in each case, including GC for so long as GC is a holder of (or is allocated) Convertible Preferred Stock), as applicable; provided that (i) the unanimous written consent of all Investors shall be required for any amendment or waiver that would: (A) change the Aggregate Purchase Price or the amount of total investment contemplated by this Agreement; or (B) amend or waive any provision of Section 5.03 (Spin-Off) Section 5.06 (Transfer and Hedging Restrictions), Section 5.09 (Parent Guaranty), Section 5.12 (Standstill), Section 6.01 (Condition to the Obligations of the Company and the Investors), Section 6.03 (Conditions to the Obligations of Each Investor), Section 7.01 (Termination), this Article 8 (Miscellaneous) in a manner that would reasonably be expected to be adverse (other than in de minimis respects) to the Investors; and (ii) the written consent of each affected Investor shall also be required for any amendment or waiver that by its terms (rather than its effect) is adverse to such Investor relative to the other Investors. The consent of the parties shall not be unreasonably withheld, conditioned or delayed with respect to any amendment or modification to the Certificate of Designations necessary to comply with applicable Law and any amendment to or waiver of the provisions, terms and conditions of this Agreement that are addressed in the Certificate of Designations shall be permitted only as specified in such agreement.

Section 8.02. Extension of Time, Waiver, Etc. Subject to Section 8.01 and applicable Law, Parent (on behalf of itself and, prior to the consummation of the Spin-Off, the Company), the Company (on behalf of itself following the consummation of the Spin-Off) and each Investor (solely on behalf of itself) may, in each case only to the extent entitled to the benefit of the provision in question, (a) waive any inaccuracies in the representations and warranties of another party contained herein or in any document delivered pursuant hereto, (b) extend the time for performance of any obligation or act of another party or (c) waive compliance by another party with any agreement contained herein. Notwithstanding Section 8.01 or any other provision of this Agreement, to the extent permitted by applicable Law, (i) each Investor may waive, in whole or in part and solely with respect to its own

obligation to effect the Closing, any condition set forth in Section 6.01 or Section 6.03, by a written instrument executed by such Investor and delivered to the Company, and (ii) the Company may waive, in whole or in part and solely with respect to its own obligation to effect the Closing with a particular Investor, any condition set forth in Section 6.01 or Section 6.02, by a written instrument executed by the Company and delivered to such Investor. No such individual waiver shall amend the terms of this Agreement, waive any condition to another party’s obligation to effect the Closing, increase another Investor’s portion of the Aggregate Purchase Price or otherwise alter another party’s rights or obligations. Neither GC nor any other Investor, whether acting individually or pursuant to any collective approval, may waive a condition to an Investor’s obligation to effect the Closing without that Investor’s express written consent. A determination by GC or any other Person that a condition has been satisfied shall not, in and of itself, be conclusive against another Investor or substitute for actual satisfaction of that condition or a valid waiver by that Investor. No condition shall be waived to the extent prohibited by applicable Law. All amendments to the terms of a condition, and all other amendments, extensions and waivers, remain subject to Section 8.01. No failure or delay by any party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise thereof or the exercise of any other right hereunder. Any extension or waiver shall be effective only if set forth in a written instrument signed by the party entitled to grant such extension or waiver and accompanied by any additional written approvals required under Section 8.01. No waiver that would eliminate GC Parent’s right to nominate a director pursuant to Section 5.10(a), while GC Parent remains entitled to that right in accordance with its terms, shall be effective without GC Parent’s written consent.

Section 8.03. 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 of the parties hereto without the prior written consent of the other parties hereto; provided, however, that, without the prior written consent of any other party hereto, (A) any Investor may assign its rights, interests and obligations under this Agreement, in whole or in part, to one or more of its Affiliates that the transfer to whom of Convertible Preferred Stock or Conversion Shares would be permitted by Section 5.06 and who agree in writing to be bound by this Agreement, (B) any Investor may assign to a transferee in connection with a transfer of Convertible Preferred Stock or Conversion Shares permitted by Section 5.06, the rights, interests and obligations of such Investor hereunder and, to the extent applicable, the Registration Rights Agreement, (C) any Investor may grant a security interest in its rights, but not its obligations, under this Agreement in connection with a Permitted Loan, and (D) if the Company consolidates or merges with or into any Person and the Common Stock is converted into or exchanged for securities of a different issuer in a transaction that does not constitute a Fundamental Change, the Company shall cause such issuer to assume its rights and obligations under this Agreement. In each case, the assignee shall agree in writing to be bound by the terms of this Agreement and, if applicable, the Registration Rights Agreement, and no assignment shall relieve any Investor of its obligations hereunder prior to the Closing. Any purported assignment in violation of this Agreement shall be wholly void ab initio and invalid.

Section 8.04. Counterparts. This Agreement may be signed by the parties in counterparts which together shall constitute one and the same agreement among the parties. Electronic signatures complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law will be deemed original signatures for purposes of this Agreement. Transmission by telecopy, electronic mail or other transmission method of an executed counterpart of this Agreement will constitute due and sufficient delivery of such counterpart.

Section 8.05. Entire Agreement; No Third-Party Beneficiaries. This Agreement, together with the other Transaction Documents and the Certificate of Designations, constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties and their Affiliates, or any of them, with respect to the subject matter hereof and thereof. No provision of this Agreement shall confer upon any Person other than the parties hereto and their permitted assigns any rights or remedies hereunder.

Section 8.06. Governing Law; Jurisdiction.

(a) This Agreement and all matters, claims or legal actions or proceedings (whether at law, in equity, in Contract, in tort or otherwise) based upon, arising out of or relating to this Agreement, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the internal laws of the State of New York.

(b) All legal actions or proceedings arising out of or relating to this Agreement shall be heard and determined in the courts of the State of New York located in the City and County of New York, Borough of Manhattan, or in the United States District Court for the Southern District of New York and the parties hereto hereby irrevocably submit to the exclusive jurisdiction and venue of such courts in any such legal action or proceeding and irrevocably waive the defense of an inconvenient forum or lack of jurisdiction to the maintenance of any such legal action or proceeding. Each party hereto agrees that service of process upon such party in any legal action or proceeding arising out of or relating to this Agreement shall be effective if notice is given by overnight courier at the address set forth in Section 8.09. The parties hereto agree that a final judgment in any such legal 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; provided, however, that nothing in the foregoing shall restrict any party’s rights to seek any post judgment relief regarding, or any appeal from, a final trial court judgment.

Section 8.07. Specific Enforcement. The parties hereto agree that irreparable damage for which monetary relief, even if available, might not be an adequate remedy, might occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached, including if the parties hereto fail to take any action required of them hereunder to cause the Closing to occur, and that time is of the essence. The parties acknowledge and agree that (a) the parties shall be entitled to an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof (including, for the avoidance of doubt, the right of the Company to cause the Closing to be consummated on the terms and subject to the conditions set forth in the Transaction Documents) in the courts described in Section 8.06, this being in addition to any other remedy to which they are entitled under this Agreement and (b) the right of specific enforcement is an integral part of the Transactions and without that right, neither the Company nor each of the Investors would have entered into this Agreement. The parties hereto agree not to assert that a remedy of specific enforcement is unenforceable, invalid, contrary to Law or inequitable for any reason, and agree not to assert that a remedy of monetary damages would provide an adequate

remedy or that the parties otherwise have an adequate remedy at Law. The parties hereto 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 8.07 shall not be required to provide any bond or other security in connection with any such order or injunction.

Section 8.08. WAIVER OF JURY TRIAL. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (c) IT MAKES SUCH WAIVER VOLUNTARILY AND (d) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 8.08.

Section 8.09. Notices. All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally, emailed, or sent by overnight courier (providing proof of delivery) to the parties at the following addresses or to such other address or email address as such party may hereafter specify in writing to the other party hereto:

(a)

If to the Company, to it at:

Axiom Solutions International, Inc.

10025 Alterra Parkway

Suite No. 1900

Austin, Texas 78758

Attention: [****]

Email: [****]

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

[****]

[****] = Certain confidential information contained in this document, marked by [****], has been omitted because it is both (i) not material and (ii) the type that the Company treats as private or confidential.

(b) If to any Investor, to it at the address specified on such Investor’s signature page hereto.

All such notices, requests and other communications shall be deemed received (1) on the date of actual receipt by the recipient thereof if received prior to 5:00 p.m. local time in the place of receipt and such day is a business day in the place of receipt, or (2) on the next succeeding business day in the place of receipt.

Section 8.10. Severability. If any term, condition or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term, condition or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable Law.

Section 8.11. Expenses. Except as otherwise expressly provided in the Transaction Documents, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the other Transaction Documents shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 8.12. Interpretation.

(a) When a reference is made in this Agreement to an Article, a Section, Exhibit or Schedule, such reference shall be to an Article of, a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. Unless otherwise specifically indicated, all references to “dollars” or “$” shall refer to the lawful money of the United States. References to a Person are also to its permitted assigns and successors. When calculating the period of time between which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded.

(b) The parties hereto 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 jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue of the authorship of any provision of this Agreement.

Section 8.13. Several Obligations and Independent Rights. Notwithstanding anything to the contrary in this Agreement, all representations, warranties, covenants, agreements, undertakings, obligations and liabilities of each Investor under this Agreement are several and not joint or joint and several with those of any other Investor. Each Investor shall be responsible solely for the obligations and liabilities expressly applicable to it under this Agreement, and no Investor shall be liable for any act, omission, breach, failure to fund or other default of any other Investor or be deemed to guarantee any obligation of any other Investor. No Investor shall be required to purchase any Purchased Shares allocated to another Investor or pay any portion of the Aggregate Purchase Price in excess of the amount set forth opposite its name on Schedule A, except pursuant to such Investor’s voluntary written election under Section 2.04 or an amendment expressly approved in writing by such Investor in accordance with Section 8.01. A breach or default by one Investor shall not, in and of itself, constitute a breach or default by any other Investor. Subject to the collective approval requirements expressly set forth in this Agreement, each Investor may independently exercise and enforce its rights hereunder without joining any other Investor in any proceeding. Nothing in this Section 8.13 shall expand any Investor’s liability beyond the limitations in Section 7.03, limit the protections in Section 7.04 or relieve an Investor of responsibility expressly imposed on it hereunder for the acts or omissions of its own Affiliates or Representatives.

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