Contract analysis

1. Approval of the Merger and Transaction Documents. RESOLVED, that the Merger and the transactions contemplated by the Transaction Documents, on the terms and subject to the conditions set forth therein, including without limitation the payment of the aggregate merger consideration, the contribution of equity capital, the incurrence of indebtedness, the execution of rollover arrangements, the deposit of escrow funds

2. Authorization to Execute and Deliver the Merger Agreement. RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver the Agreement and Plan of Merger, dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP, substantially in the form r

3. Authorization to Execute and Deliver the Equity Commitment Letter. RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver the Equity Commitment Letter, dated as of January 22, 2024, from Fund VI to Stratos Merger Sub Inc., committing Fund VI to contribute $2,832,888,096 in cash equity to Merger Sub at or pri

4. Authorization to Execute and Deliver the Limited Guarantee. RESOLVED, that the GP is hereby authorized and directed to execute and deliver, in its own capacity and on its own behalf, the Limited Guarantee, dated as of January 22, 2024, in favor of Cloudium Technologies plc, guaranteeing payment by Fund VI of (a) the reverse termination fee in the amount of $221,000,000, payable in accordance with the terms of the

5. Authorization to Execute and Deliver the Rollover Agreements. RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver: (a) the Rollover Agreement with Jonathan Hargrove, Chief Executive Officer of Cloudium, providing for the rollover of approximately $142,814,544 in Cloudium equity (representing 50% of his 7,

6. Authorization to Execute and Deliver the Voting and Support Agreements. RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver the Voting and Support Agreements with each of Jonathan Hargrove and Pinnacle Growth Ventures LLC, pursuant to which each such person will agree, among other things, to vote all shar

7. Authorization to Execute and Deliver the Escrow Agreement. RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver the Escrow Agreement among Fund VI, Cobalt Trust Company, a national banking association (as escrow agent), and Douglas Pemberton (as the Stockholder Representative), providing for the deposit of

8. Authorization to Execute and Deliver the Debt Commitment Letter and Fee Letter. RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver: (a) the Debt Commitment Letter, dated as of January 22, 2024, from Meridian Atlantic Bank, N.A. (as lead arranger and administrative agent) and Ironclad Capital Markets LLC

9. Authorization to Execute and Deliver the Co-Investment Agreement. RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver the Co-Investment Agreement with Solara Digital Co-Invest VI-A LP, a Delaware limited partnership, providing for a co-investment in the amount of $425,000,000, sourced from Fund VI limited

10. Authorization to Procure R&W Insurance. RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to procure the buyer-side representation and warranty insurance policy from Northfield Assurance Ltd. (Policy No. NFA-TRI-2024-00487), with a policy limit of $680,000,000, a retention of $544,000,000 (with a 50% drop-down to $272,000,00

11. Authorization to Form Merger Sub and Take Related Actions. RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, and in its capacity as the indirect controlling person of Stratos Merger Sub Inc. (DE File No. 7923841), a Delaware corporation and wholly owned subsidiary of Fund VI, is hereby authorized and directed to: (a) approve the Merger Agreement and the Merg

12. Authorization to Make Regulatory Filings. RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to cause the preparation and filing of: (a) the Pre-Merger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with the Federal Trade Commission (the "FTC") and the

13. Authorization to Execute and Deliver Ancillary Documents. RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver any and all additional agreements, instruments, certificates, and documents as may be necessary, desirable, or advisable to carry out the purposes and intent of the foregoing resolutions and to c

14. Designation of Authorized Persons. RESOLVED, that each of the following individuals is hereby designated as an "Authorized Person" for purposes of these resolutions: (a) Marcus Elliston, Founder & Managing Partner of Solara and Managing Member of the GP; (b) Priya Narasimhan, Co-Managing Partner & Chief Investment Officer of Solara and Managing Member of the GP; and (c) any other officer or authorized signatory o

15. Ratification of Prior Acts. RESOLVED, that all actions heretofore taken by any Authorized Person, any officer, manager, member, or agent of the GP, or any attorney, advisor, or other representative engaged by or on behalf of Fund VI, the GP, or Solara in connection with the Merger and the transactions contemplated by the Transaction Documents, including without limitation: (a) the retention of Calderwood & Harkne

16. General Authority. RESOLVED, that the Authorized Persons, acting individually or together, are hereby authorized and empowered to do and perform any and all such further acts and things, to execute and deliver any and all such further documents, instruments, certificates, and agreements, and to pay or cause to be paid any and all fees, costs, and expenses, as any Authorized Person may deem necessary, desirable, o