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Contract analysis / closing-agenda-sequence-of-events.docx
closing-agenda-sequence-of-events.docx
1041-00003 · 8 clauses
High · 1 Medium · 0 Standard · 0
1. Agreement and Plan of Merger dated January 22, 2024, among Cloudium Technologies plc,
1. Agreement and Plan of Merger dated January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP (the "Merger Agreement").
2. Debt Commitment Letter dated January 22, 2024, from Meridian Atlantic Bank, N.A. and I
2. Debt Commitment Letter dated January 22, 2024, from Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC (collectively, the "Commitment Parties") to Solara Digital Infrastructure Fund VI LP, committing to provide the debt financing for the transaction (the "Debt Commitment Letter" or "DCL").
3. Credit Agreement dated as of the Closing Date, among Cloudium Technologies plc (as Bor
3. Credit Agreement dated as of the Closing Date, among Cloudium Technologies plc (as Borrower), Meridian Atlantic Bank, N.A. (as Administrative Agent), Ironclad Capital Markets LLC (as Co-Arranger and Joint Lead Bookrunner), and the lenders party thereto from time to time (the "Credit Agreement").
4. Equity Commitment Letter dated January 22, 2024, from Solara Digital Infrastructure Fu
4. Equity Commitment Letter dated January 22, 2024, from Solara Digital Infrastructure Fund VI LP to Stratos Merger Sub Inc., committing to fund the equity portion of the merger consideration (the "Equity Commitment Letter" or "ECL").
5. Escrow Agreement dated January 22, 2024 (effective at the Closing), among Solara Digit
5. Escrow Agreement dated January 22, 2024 (effective at the Closing), among Solara Digital Infrastructure Fund VI LP, Cobalt Trust Company (as Escrow Agent), and Douglas Pemberton (as Stockholder Representative) (the "Escrow Agreement").
6. Rollover Agreements dated January 22, 2024, between Solara Digital Infrastructure Fund
6. Rollover Agreements dated January 22, 2024, between Solara Digital Infrastructure Fund VI LP and each of (a) Jonathan Hargrove and (b) Pinnacle Growth Ventures LLC, pursuant to which certain existing shares of Cloudium common stock will be converted into equity interests in the surviving entity (collectively, the "Rollover Agreements").
7. Limited Guarantee dated January 22, 2024, by Solara Fund VI GP LLC (as general partner
7. Limited Guarantee dated January 22, 2024, by Solara Fund VI GP LLC (as general partner of Fund VI) in favor of Cloudium Technologies plc, guaranteeing certain payment obligations of the Buyer under the Merger Agreement (the "Limited Guarantee").
8. Representations and Warranties Insurance Policy No. NFA-TRI-2024-00487, issued by Nort High
⚑ Indemnity / guarantee obligation
8. Representations and Warranties Insurance Policy No. NFA-TRI-2024-00487, issued by Northfield Assurance Ltd., providing buyer-side representations and warranties insurance in connection with the Merger (the "R&W Insurance Policy"). 1.3 Key Participants and Contact Information Set forth below is a list of the key participants in the transaction, together with their respective contact information. All closing communi