Contract analysis

I. RECITALS AND BACKGROUND WHEREAS, the Company was incorporated in the State of Delaware on January 8, 2024, and assigned Delaware File No. 7923841, and its registered office is located at 1209 Orange Street, Wilmington, Delaware 19801, with National Registered Agents Inc. serving as its registered agent in the State of Delaware; WHEREAS, the Company was formed solely and exclusively for the purpose of effectuating

1. Agreement and Plan of Merger (the "Merger Agreement") — to be entered into among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP, providing for the merger of the Company with and into Cloudium (the "Merger"), with Cloudium surviving as a wholly owned subsidiary of Fund VI, structured as a reverse triangular merger under the DGCL. The Merger Agreement sets forth the

2. Equity Commitment Letter (the "ECL") — from Fund VI to the Company, committing equity financing in the aggregate amount of Two Billion Eight Hundred Thirty-Two Million Eight Hundred Eighty-Eight Thousand Ninety-Six Dollars ($2,832,888,096) to fund the transactions contemplated by the Merger Agreement, subject to the terms and conditions set forth therein.

3. Debt Commitment Letter (the "DCL") — from Meridian Atlantic Bank, N.A., in its capacity as Lead Arranger and Administrative Agent, and Ironclad Capital Markets LLC, in its capacity as Co-Arranger (together, the "Commitment Parties"), to Fund VI, committing aggregate debt financing in the amount of Four Billion Two Hundred Forty Million Dollars ($4,240,000,000), comprised of (x) a Three Billion Seven Hundred Forty

4. Limited Guarantee (the "Guarantee") — from Solara Fund VI GP LLC in favor of Cloudium Technologies plc, guaranteeing payment of the reverse termination fee in the amount of Two Hundred Twenty-One Million Dollars ($221,000,000) plus enforcement costs in an amount not to exceed Twenty-Five Million Dollars ($25,000,000), for a total guarantee amount of Two Hundred Forty-Six Million Dollars ($246,000,000), on the term

5. Escrow Agreement (the "Escrow Agreement") — to be entered into among Fund VI, Cobalt Trust Company, in its capacity as Escrow Agent (the "Escrow Agent"), and the stockholder representative designated in the Merger Agreement (the "Stockholder Representative"), providing for the establishment of an escrow deposit in the aggregate amount of Five Hundred Forty-Four Million Dollars ($544,000,000), representing eight pe

6. Rollover Agreements — to be entered into between Fund VI and each of the following parties: (a) Jonathan Hargrove, the Chief Executive Officer of Cloudium, who will roll over fifty percent (50%) of his 7,736,400 shares of Cloudium common stock, representing rollover equity of approximately One Hundred Forty-Two Million Eight Hundred Fourteen Thousand Five Hundred Forty-Four Dollars ($142,814,544); and (b) Pinnacle

7. Voting and Support Agreements — to be executed by (a) Jonathan Hargrove, with respect to his approximately 4.2% stake in Cloudium (representing 7,736,400 shares of Cloudium common stock), and (b) Pinnacle Growth Ventures LLC, with respect to its approximately 11.6% stake in Cloudium (representing 21,367,200 shares of Cloudium common stock), in each case committing the applicable party to vote all of its shares of

8. Certificate of Merger (the "Certificate of Merger") — to be prepared, executed, and filed with the Secretary of State of the State of Delaware at the effective time of the Merger, in form and substance satisfying the requirements of Section 251 of the DGCL and as contemplated by the Merger Agreement.

9. Such other agreements, certificates, instruments, and documents as may be necessary, appropriate, or desirable in connection with the consummation of the transactions contemplated by the Merger Agreement (collectively with the foregoing, the "Transaction Documents"). WHEREAS, the Board of Directors has further reviewed and considered the following summary of the key terms of the transactions contemplated by the Tr

II. APPROVAL OF THE MERGER AGREEMENT RESOLVED, that the Merger Agreement, substantially in the form presented to and reviewed by the Board of Directors, together with all exhibits, schedules, annexes, and disclosure schedules attached thereto, and with such changes, modifications, amendments, or supplements as may be approved by the officers of the Company executing the same (such execution to be conclusive evidence

III. APPROVAL OF THE TRANSACTION DOCUMENTS RESOLVED, that each of the Transaction Documents described in the recitals hereto, including without limitation the Equity Commitment Letter, the Debt Commitment Letter, the Limited Guarantee, the Escrow Agreement, the Rollover Agreements, the Voting and Support Agreements, the Certificate of Merger, and all other ancillary agreements, certificates, instruments, and document

IV. AUTHORIZATION TO EXECUTE AND DELIVER RESOLVED, that any officer of the Company, and each of them acting individually (each, an "Authorized Officer"), be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to execute and deliver the Merger Agreement, the Certificate of Merger, and each of the other Transaction Documents to which the Company is or is to become a party, to

V. AUTHORIZATION TO FILE THE CERTIFICATE OF MERGER RESOLVED, that any Authorized Officer of the Company be, and each of them hereby is, authorized and directed to cause the Certificate of Merger to be prepared, executed, and filed with the Secretary of State of the State of Delaware at the effective time of the Merger and in the manner contemplated by the Merger Agreement and applicable provisions of the DGCL, includ

VI. AUTHORIZATION OF PERFORMANCE OF OBLIGATIONS RESOLVED, that any Authorized Officer of the Company, and each of them acting individually, be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to take or cause to be taken all such further actions, to execute and deliver or cause to be executed and delivered all such further instruments, agreements, certificate

VII. ENGAGEMENT OF ADVISORS RESOLVED, that the engagement of Calderwood & Harkness LLP as legal counsel to Solara and the Company in connection with the Merger and the transactions contemplated by the Merger Agreement (Matter No. 1041-00003), with Harrison Wexford serving as Responsible Partner, be, and the same hereby is, confirmed, ratified, and approved in all respects, and that the Authorized Officers be, and eac

VIII. REGULATORY FILINGS RESOLVED, that the Authorized Officers of the Company and the authorized representatives of Solara be, and each of them hereby is, authorized and directed to prepare, execute, and file, or cause to be prepared, executed, and filed, all notifications, filings, applications, and submissions required or advisable in connection with the Merger and the transactions contemplated by the Merger Agree

IX. GENERAL AUTHORITY RESOLVED, that any Authorized Officer of the Company be, and each of them hereby is, authorized and empowered to take any and all such further actions, and to execute and deliver any and all such further documents, instruments, certificates, and agreements, in the name and on behalf of the Company, as such Authorized Officer may deem necessary, appropriate, or desirable to carry out the intent a

X. EFFECTIVENESS; COUNTERPARTS; GOVERNING LAW This consent may be executed in one or more counterparts, including by facsimile or portable document format (PDF) transmission, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Signatures delivered by facsimile or PDF transmission shall be deemed to be original signatures for al