Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on March 21, 2023, Stratim
Cloud Acquisition Corp. (the “Company”) entered into a membership interests purchase agreement (the “Purchase
Agreement”), by and among the Company, Force Pressure Control, LLC, a Texas limited liability company (“Force”)
and each of the individuals listed on the signature page of the Purchase Agreement (the “Force Members”), relating
to the contemplated business combination among the Company and Force (the “Contemplated Business Combination”).
Termination of Purchase Agreement
On June 27, 2023, the Company received a letter
from Force purporting to terminate the Purchase Agreement and each of the transaction agreements entered into in connection with the Purchase
Agreement (the “Ancillary Agreements,” and together with the Purchase Agreement, the “Transaction Agreements”).
On June 28, 2023, the parties to the Purchase Agreement entered into a Termination and Release Agreement (the “Termination Agreement”),
pursuant to which, among other things, the parties agreed to mutually terminate the Purchase Agreement, effective immediately.
Pursuant to the Termination Agreement, the Company
and Force have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating to the Contemplated
Business Transaction. Force has also agreed to pay the Company the sum of $250,000 due no later than five (5) Business Days from the date
of the Termination Agreement.
Termination of Extension Loan
Pursuant to the Purchase Agreement, Force previously
agreed that it would loan to the Company (the “Extension Loan”) the amount of funds determined by the Company as necessary
to increase the outstanding amount of the Trust Account to effect the extension of the deadline by which the Company must complete a business
combination in accordance with its governing documents from March 16, 2023, to September 16, 2023, provided that such amounts of funds
will not exceed $300,000 per month and $1,500,000 in the aggregate. As a result of the termination of the Purchase Agreement, the Company
does not intend to request additional amounts of Extension Loan funds from Force.
Termination of Ancillary Agreements
As a result of the termination of the Purchase
Agreement, the Purchase Agreement will be of no further force and effect and each of the Ancillary Agreements, including, but not limited
to, the Sponsor Support Agreement (the “SSA”), dated as of March 21, 2023, by and among the Company, Stratim Cloud
Acquisition, LLC, a Delaware limited liability company, each of the parties set forth on the signature pages thereto and Force, will automatically
be terminated in accordance with their terms or be of no further force and effect. Pursuant to the Termination and Release Agreement,
the Company and Force have also agreed, on behalf of themselves and their respective related parties, to a release of claims relating
to the Transaction Agreements and the transactions contemplated therein.
The foregoing descriptions of the Termination
Agreement, Purchase Agreement and SSA do not purport to be complete and are qualified in their entirety by the terms and conditions of
the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1, the full text of the Purchase Agreement, which was
previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission
(the “SEC”) on March 22, 2023 (the “Signing 8-K”) and the full text of the SSA, which was previously
filed as Exhibit 10.2 to the Signing 8-K, each of which is incorporated by reference herein.