Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Acquisition" or "Transaction" means the reverse triangular merger of Merger Sub with and into Cloudium pursuant to the Merger Agreement, as a result of which Merger Sub shall cease to exist and Cloudium shall continue as the surviving corporation and a wholly owned subsidiary of Fund VI (or a holding e

Section 1.2 — Interpretive Provisions (a) Unless the context otherwise requires, (i) all references to Sections, Articles, Schedules, or Exhibits are to Sections, Articles, Schedules, or Exhibits of or to this Agreement, (ii) each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with United States generally accepted accounting principles, (iii) words in the singular

ARTICLE II — CO-INVESTMENT COMMITMENT

Section 2.1 — Co-Investment Amount Co-Invest VI-A hereby commits to invest Four Hundred Twenty-Five Million Dollars ($425,000,000) (the "Co-Investment Amount") in the Transaction on the terms and subject to the conditions set forth in this Agreement. The Co-Investment Amount constitutes a portion of the $2,832,888,096 aggregate equity commitment of Fund VI under the Equity Commitment Letter and shall be deployed as p

Section 2.2 — Co-Investment Percentage Co-Invest VI-A's Co-Investment Percentage shall be $425,000,000 divided by $2,832,888,096, which equals approximately 15.0% of the aggregate equity invested by the Investor Group (i.e., Fund VI and Co-Invest VI-A, collectively) in the Transaction. Co-Invest VI-A's economic interest in the Investment shall be proportional to the Co-Investment Percentage, subject to adjustment as

Section 2.3 — Funding Mechanics (a) Co-Invest VI-A shall fund the Co-Investment Amount by wire transfer of immediately available funds to the bank account designated by the GP (or its designee) no later than one (1) Business Day prior to the anticipated Closing Date, as communicated by the GP in the capital call notice described in clause (b) below. (b) The GP shall deliver a capital call notice (substantially in the

Section 2.4 — Equity Commitment Letter Coordination The Parties acknowledge and agree that the Co-Investment Amount is included within, and is not in addition to, the $2,832,888,096 aggregate equity commitment of Fund VI under the Equity Commitment Letter. Fund VI's obligation under the Equity Commitment Letter shall be reduced on a dollar-for-dollar basis by the amount actually funded by Co-Invest VI-A at the Closin

Section 2.5 — No Obligation of Target or Merger Sub Neither Cloudium Technologies plc nor Stratos Merger Sub Inc. is a party to, or third-party beneficiary of, this Agreement. This Agreement does not create any rights, obligations, or claims in favor of the Target, any stockholder of the Target, Merger Sub, or any other third party (other than as expressly set forth in Section 11.9), and neither the Target nor any ot

ARTICLE III — TERMS OF THE INVESTMENT

Section 3.1 — Form of Investment The Co-Investment shall be made in the form of a capital contribution to Fund VI (or to a holding entity designated by the GP that directly or indirectly holds equity interests in the Surviving Entity) in exchange for a direct or indirect equity interest in the Surviving Entity. The GP shall have the discretion, exercisable in its reasonable business judgment, to structure the Co-Inve

Section 3.2 — Proportionate Interest Co-Invest VI-A shall hold a Co-Investment Percentage interest (approximately 15.0%) in the Investment. All returns, gains, losses, distributions, and allocations with respect to the Investment shall be shared between Fund VI and Co-Invest VI-A on a pro rata basis in proportion to their respective capital contributions (i.e., $2,407,888,096 for Fund VI and $425,000,000 for Co-Inves

Section 3.3 — No Carried Interest or Management Fee on Co-Investment (a) Management Fee. The GP shall not charge any management fee on the Co-Investment Amount or on any amount contributed to or held by Co-Invest VI-A in respect of the Investment. This provision reflects the customary practice for co-investment vehicles associated with Fund VI and is consistent with the terms offered to co-investing limited partners

Section 3.4 — Escrow and Indemnification Participation (a) Escrow. Co-Invest VI-A acknowledges that, in connection with the Transaction, an amount equal to $544,000,000 (representing approximately 8% of the aggregate deal value) has been deposited in escrow with Cobalt Trust Company, located at 100 Wall Street, New York, New York 10005 (Laura Ng, Vice President, Escrow Services), pursuant to the Escrow Agreement date

Section 3.5 — Reverse Termination Fee and Limited Guarantee Exposure (a) Reverse Termination Fee and Limited Guarantee. In the event the Transaction is terminated and Solara Fund VI GP LLC is required to pay the reverse termination fee of $374,000,000 (representing 5.5% of the aggregate deal value) under the Merger Agreement, or any amount under the Limited Guarantee (which is capped at $246,000,000, comprising $221,

ARTICLE IV — GOVERNANCE AND MANAGEMENT

Section 4.1 — Management Authority The GP shall have sole and exclusive authority and responsibility for managing the Investment on behalf of the Investor Group, including all decisions relating to the Transaction, the Surviving Entity, and the post-closing operation of Cloudium's business and that of its subsidiaries. Without limiting the generality of the foregoing, the GP shall have the authority to (i) exercise a

Section 4.2 — No Participation in Management by Co-Investor Co-Invest VI-A and its limited partners shall have no right to participate in the management, operation, or control of the Investment, the Surviving Entity, or any of the Surviving Entity's subsidiaries, including Cloudium Technologies UK Ltd. (incorporated in England and Wales), Cloudium Technologies India Pvt. Ltd. (incorporated in India), and Cloudium Sol

Section 4.3 — Information Rights (a) The GP shall provide Co-Invest VI-A (or cause to be provided to Co-Invest VI-A) the same periodic reporting regarding the Investment as is provided to the limited partners of Fund VI generally, including (i) unaudited quarterly financial statements of the Surviving Entity within sixty (60) days following the end of each fiscal quarter, (ii) audited annual financial statements of t

Section 4.4 — Consent Rights Notwithstanding the authority of the GP set forth in Section 4.1, the GP shall not, without the prior written consent of limited partners holding a majority of the committed capital of Co-Invest VI-A (determined in accordance with the Co-Invest VI-A LPA): (a) amend, modify, or supplement the terms of the Investment (including the economic terms, governance rights, or structural features t

ARTICLE V — DISPOSITIONS AND FOLLOW-ON INVESTMENTS

Section 5.1 — Tag-Along Rights (a) If Fund VI proposes to sell, transfer, or otherwise dispose of all or any portion of its interest in the Investment to a third party that is not an Affiliate of Fund VI (a "Proposed Sale"), the GP shall, no later than ten (10) Business Days prior to the anticipated consummation of such Proposed Sale, deliver written notice to Co-Invest VI-A (a "Tag-Along Notice") setting forth (i) t

Section 5.2 — Drag-Along Rights (a) If Fund VI proposes to sell, transfer, or otherwise dispose of all of its interest in the Investment, and the proposed transaction would result in a change of control of the Surviving Entity (a "Drag-Along Sale"), Fund VI shall have the right (a "Drag-Along Right") to require Co-Invest VI-A to sell, transfer, or otherwise dispose of its entire pro rata interest in the Investment on

Section 5.3 — Transfer Restrictions (a) Co-Invest VI-A shall not directly or indirectly sell, transfer, assign, pledge, hypothecate, encumber, or otherwise dispose of all or any portion of its interest in the Investment without the prior written consent of the GP, which consent may be withheld in the GP's sole and absolute discretion. (b) Notwithstanding the foregoing, Co-Invest VI-A may transfer its interest in the

Section 5.4 — Follow-On Investments (a) If the GP determines, in its reasonable business judgment, that additional equity capital is required to be invested in the Surviving Entity or any of its subsidiaries (including for add-on acquisitions, working capital needs, debt repayment, or capital expenditures), the GP shall provide written notice to Co-Invest VI-A of such proposed follow-on investment (a "Follow-On Notic

Section 6.1 — Distribution Waterfall (a) All distributions from the Investment (including distributions of proceeds from any disposition of the Investment or any portion thereof, dividends, distributions of operating cash flow, and escrow releases) shall be made to Fund VI and Co-Invest VI-A on a pro rata basis in proportion to the Co-Investment Percentage. (b) Distributions shall be made in cash. No in-kind distribu

Section 6.2 — Tax Distributions The GP shall cause the Investment vehicle (or the applicable holding entity) to make tax distributions in amounts sufficient to cover the estimated income tax liabilities of the partners of Co-Invest VI-A arising from allocations of taxable income from the Investment, calculated at assumed combined federal, state, and local income tax rates as determined by the GP in good faith (the "A

Section 6.3 — Withholding The GP shall be entitled to withhold and deduct from any distribution to Co-Invest VI-A (or to any limited partner of Co-Invest VI-A) any amounts required to be withheld or deducted under applicable federal, state, local, or foreign tax law, including, without limitation, amounts required to be withheld under Sections 1441, 1442, 1445, 1446, or 1471-1474 of the Internal Revenue Code of 1986,

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.1 — Representations of the GP The GP hereby represents and warrants to each of Fund VI and Co-Invest VI-A as follows: (a) Organization and Standing. The GP is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The GP has all requisite limited liability company power and authority to own and operate its assets and to carry on its busine

Section 7.2 — Representations of Co-Invest VI-A Co-Invest VI-A hereby represents and warrants to the GP and Fund VI as follows: (a) Organization and Standing. Co-Invest VI-A is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Co-Invest VI-A has all requisite limited partnership power and authority to own and operate its assets and to carry on its bu

Section 7.3 — Representations of Fund VI Fund VI hereby represents and warrants to Co-Invest VI-A and the GP as follows: (a) Organization and Standing. Fund VI is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, with employer identification number (EIN) 87-4523190. (b) Authority. Fund VI has full power and authority to execute and deliver this Agree

ARTICLE VIII — EXPENSES AND INDEMNIFICATION

Section 8.1 — Transaction Expenses (a) Co-Invest VI-A shall bear its Co-Investment Percentage share (approximately 15.0%) of all Transaction Expenses incurred in connection with the Transaction. The aggregate Transaction Expenses are estimated at $185,000,000, resulting in an estimated allocation to Co-Invest VI-A of approximately $27,750,000. (b) Transaction Expenses include, without limitation, the following fees,

Section 8.2 — Organizational Expenses All organizational expenses of Co-Invest VI-A, including legal fees and expenses incurred in connection with the formation of Co-Invest VI-A, the preparation and negotiation of the Co-Invest VI-A LPA and the co-investment side letter agreements, accounting and audit setup costs, state and local filing fees, and similar organizational costs, shall be borne by Co-Invest VI-A and sh

Section 8.3 — Indemnification of GP (a) Co-Invest VI-A shall indemnify, defend, and hold harmless the GP, its members, managers, officers, employees, agents, and their respective successors and assigns (each, a "GP Indemnified Party") from and against any and all losses, liabilities, damages, claims, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or resulting from (i) any

ARTICLE IX — TERM AND TERMINATION

Section 9.1 — Effective Date This Agreement is effective as of January 22, 2024, the date of execution hereof, which date is concurrent with the signing of the Merger Agreement and the other Transaction Documents.

Section 9.2 — Term This Agreement shall remain in full force and effect until the earlies