Contract analysis

1. RECITALS AND BACKGROUND Reference is made to that certain Credit Agreement, dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), among Cloudium Technologies plc, a public limited company organized under the laws of England and Wales (Company No. 09734521; U.S. Employer Identification Number 83-2196754) (the "Borrower" or "Cloudiu

2. PAYOFF AMOUNTS Set forth below are the amounts that must be paid to the Administrative Agent, for the account of the Secured Parties, in order to satisfy in full all Obligations under the Existing Credit Agreement and the other Loan Documents as of 11:59 P.M. (Eastern Time) on July 9, 2024 (the anticipated Payoff Date). A detailed breakdown of each component is set forth in Attachment A attached hereto. 2.1 Term L

3. WIRE TRANSFER INSTRUCTIONS The aggregate payoff amount shall be remitted in immediately available funds, denominated in United States dollars, by federal funds wire transfer to the following account of Atlas Commercial Lending Corp.: Bank Name: Sentinel National Bank, N.A. ABA/Routing Number: 021-084-719 Account Name: Atlas Commercial Lending Corp. — Loan Payoff Account Account Number: 7839-2156-4400 Reference: Cl

4. TERMINATION OF COMMITMENTS AND RELEASE OF LIENS 4.1 Termination of Revolving Commitments Upon receipt by the Administrative Agent of the aggregate payoff amount in full in immediately available funds in accordance with Section 3 above, all revolving credit commitments of the Lenders under the Revolving Credit Facility shall automatically and irrevocably terminate, and no further borrowings, conversions, continuati

5. REPRESENTATIONS AND CONFIRMATIONS OF ATLAS Atlas Commercial Lending Corp., in its capacity as Administrative Agent under the Existing Credit Agreement, hereby represents, warrants, and confirms to the Borrower, Solara, Stratos Merger Sub Inc., Meridian Atlantic Bank, N.A., and their respective counsel as follows, each as of the date hereof: (a) Accuracy of Payoff Amounts. The payoff amounts set forth in Section 2

6. SURVIVAL OF CERTAIN OBLIGATIONS Notwithstanding the payment of the aggregate payoff amount and the termination of the Existing Credit Agreement and the other Loan Documents, the following obligations of the Borrower shall survive such payment and termination (the "Surviving Obligations"): (a) Indemnification. The indemnification obligations of the Borrower set forth in Section 10.05 of the Existing Credit Agreemen

7. DIRECTION TO ADMINISTRATIVE AGENT; LENDER CONSENT The Administrative Agent hereby confirms that, in accordance with Section 9.10 of the Existing Credit Agreement, the Lenders have authorized the Administrative Agent to deliver this Payoff Letter and to release all Liens and security interests upon receipt of the aggregate payoff amount in full. Section 9.10 of the Existing Credit Agreement provides that the Admini

8. MISCELLANEOUS Reliance. This Payoff Letter may be relied upon by Cloudium Technologies plc, Solara Digital Infrastructure Fund VI LP, Stratos Merger Sub Inc., Meridian Atlantic Bank, N.A. (in its capacity as incoming administrative agent under the new credit facilities being established in connection with the Merger), Calderwood & Harkness LLP (as buyer's counsel), Ridgeway Phelps & Sato LLP (as target's counsel),

IV. Aggregate Payoff Amount Note: The aggregate payoff amount is subject to per diem adjustment of $177,910.80 for each calendar day after July 9, 2024 through and including the actual date of payment. This schedule is valid through July 12, 2024 (the Good-Through Date). ATTACHMENT B WIRE TRANSFER INSTRUCTIONS All payments shall be made in immediately available funds, denominated in United States dollars, by federal

I. Guarantee and Collateral Agreements

IV. Mortgages and Real Property Instruments ATTACHMENT E FORM OF UCC-3 FINANCING STATEMENT AMENDMENT (TERMINATION) Pre-signed originals of UCC-3 financing statement amendments (terminations) for each UCC-1 financing statement identified in Attachment C are attached hereto. Each UCC-3 has been executed by Atlas Commercial Lending Corp., as Secured Party of Record, and authorizes the termination of the corresponding UC

I. Purpose. This memorandum summarizes the results of Calderwood & Harkness LLP's review of the Payoff Letter dated July 5, 2024 (the "Payoff Letter"), delivered by Atlas Commercial Lending Corp. ("Atlas"), as Administrative Agent, in connection with the payoff and termination of all obligations under the Credit Agreement dated as of March 15, 2021 (the "Existing Credit Agreement"). The payoff is being made in connec

1. Aggregate Payoff Amount — Cross-Reference to Closing Documents. We have confirmed that the aggregate payoff amount of $824,019,706.43 (comprised of $620,000,000.00 in term loan principal, $200,000,000.00 in revolving facility drawn amount, and $4,019,706.43 in accrued interest, fees, breakage costs, and expenses) is consistent with: (a) The Estimated Closing Statement delivered by Cloudium on July 8, 2024, which r

2. Wire Instructions. We have verified the wire transfer instructions set forth in the Payoff Letter and Attachment B against Atlas's standing wire instructions on file with our office (last confirmed via callback on March 12, 2024) and against the wire instructions provided directly by Elena V. Marchetti of Atlas via telephone callback on July 5, 2024 at 3:42 P.M. (Eastern Time). The ABA routing number, account numb

3. Change of Control Mandatory Prepayment Provision. We have confirmed that Section 8.01(j) of the Existing Credit Agreement defines "Change of Control" to include any transaction (including a merger) resulting in any person or group of persons (other than existing holders of more than 50% of the voting equity) acquiring direct or indirect ownership of more than 50% of the voting equity interests of the Borrower. The

4. Lien Release Package and UCC-3 Termination Filings. We have confirmed that all security interests granted under the Existing Credit Agreement and related Loan Documents are to be released upon receipt of the payoff amount. Andrew Fitzpatrick has prepared the lien release package, including: (a) UCC-3 financing statement amendments (terminations) for all five (5) UCC-1 filings identified in Attachment C, covering f

5. Good-Through Date. The Payoff Letter is valid through July 12, 2024 (the Good-Through Date), which provides a three (3) Business Day cushion beyond the anticipated closing date of July 9, 2024. This cushion is adequate to accommodate any minor delays in the closing sequence.

6. Per Diem Interest Calculation. We have independently verified the per diem interest calculations as follows: • Term Loan: $620,000,000.00 × 7.83% / 360 = $134,716.67 per day. The Payoff Letter states $132,942.47 per day. The slight variance appears attributable to the specific SOFR rate applicable to the current Interest Period (which may differ marginally from the 5.33% rate used as an approximation). We have req

7. Letters of Credit and Swap Obligations. We have confirmed, based on representations in the Payoff Letter and a separate officer's certificate delivered by Cloudium's Treasurer on July 3, 2024, that no letters of credit are outstanding under the Revolving Credit Facility and no swap or hedging obligations are outstanding under or in connection with the Existing Credit Agreement or the Loan Documents.

8. Prepayment Premium / Make-Whole. We have reviewed the Existing Credit Agreement and confirmed that no prepayment premium, make-whole amount, yield maintenance premium, or non-call provision is applicable to the prepayment of either the Term Loan Facility or the Revolving Credit Facility as of the anticipated Payoff Date. The Facilities are callable at par plus accrued interest and breakage costs.

9. Surviving Obligations. The Payoff Letter identifies the following surviving obligations: (a) indemnification obligations (Section 10.05 of the Existing Credit Agreement); (b) tax gross-up and increased costs provisions (Sections 3.01 and 3.04); (c) expense reimbursement obligations (Section 10.04); and (d) confidentiality obligations (Section 10.08). These are customary carve-outs from the payoff and discharge, an

10. Reliance Provision. The reliance provision in Section 8 of the Payoff Letter covers all relevant parties to the transaction, including Cloudium, Solara, Stratos Merger Sub Inc., Meridian Atlantic Bank, N.A. (as incoming administrative agent), our firm (Calderwood & Harkness LLP), Ridgeway Phelps & Sato LLP (target's counsel), and Winthrop & Hale LLP (incoming lenders' counsel). This is acceptable and consistent w

III. Conclusion. Based on the foregoing review, the Payoff Letter dated July 5, 2024 is in acceptable form and is confirmed for closing purposes. We recommend that the wire of the aggregate payoff amount of $824,019,706.43 to Atlas Commercial Lending Corp. proceed on the Payoff Date in accordance with the Closing Agenda / Sequence of Events (Item 14 of the Closing Agenda, as revised July 8, 2024). The UCC-3 terminati