Contract analysis

I. INTRODUCTION Solara Digital Infrastructure Fund VI LP ("Fund VI" or "you"), a Delaware limited partnership, has advised Meridian Atlantic Bank, N.A. ("Meridian Atlantic") and Ironclad Capital Markets LLC ("Ironclad" and, together with Meridian Atlantic, the "Commitment Parties," "we," or "us") that Fund VI intends, through Stratos Merger Sub Inc. ("Merger Sub"), a Delaware corporation and wholly owned subsidiary o

II. COMMITMENT A. Term Loan B Facility Subject to the terms and conditions set forth herein, Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC hereby severally (and not jointly) commit to provide, or cause to be provided, a senior secured first lien term loan B facility (the "Term Loan B Facility") in an aggregate principal amount of Three Billion Seven Hundred Forty Million Dollars ($3,740,000,000). Meri

III. TITLES AND ROLES The following titles and roles shall apply in connection with the Facilities: • Meridian Atlantic Bank, N.A.: Lead Arranger, Sole Bookrunner, and Administrative Agent • Ironclad Capital Markets LLC: Co-Arranger and Joint Bookrunner The primary contacts for each Commitment Party are as follows: Meridian Atlantic Bank, N.A. Attention: Graham Whitaker, Managing Director, Leveraged Finance 383 Madis

IV. TERMS AND CONDITIONS The principal terms and conditions of the Facilities are set forth in Annex I attached hereto (the "Term Sheet") and are incorporated herein by reference. The following is a summary of certain material terms; in the event of any inconsistency between this summary and the Term Sheet, the Term Sheet shall control. A. Term Loan B Facility Borrower. The borrower under the Facilities (the "Borrowe

V. CERTAIN ADDITIONAL TERMS APPLICABLE TO BOTH FACILITIES A. Total Net Leverage Covenants (Incurrence-Based) The Credit Agreement shall include incurrence-based leverage tests applicable to the Borrower's ability to incur incremental debt, make restricted payments, and make investments. The incurrence-based Total Net Leverage Ratio covenant shall be as follows: • At closing: Total Net Leverage Ratio shall not exceed

VI. CONDITIONS PRECEDENT TO FUNDING The conditions precedent to the initial funding of the Facilities on the Closing Date are set forth in full in Annex II attached hereto (the "Conditions Annex") and are incorporated herein by reference. The Conditions Annex is subject to the principles described below. A. Certain Funds / SunGard Conditionality The conditions to the initial funding of the Facilities on the Closing D

1. Execution and delivery of the Definitive Documentation;

2. Consummation of the Acquisition in all material respects in accordance with the Merger Agreement;

3. Accuracy of the Specified Merger Agreement Representations and Specified Credit Agreement Representations;

4. No "material adverse effect" (as defined in the Merger Agreement) with respect to the Target since the date of the Merger Agreement;

5. Delivery of required financial statements (audited and unaudited) and pro forma financial statements;

6. Delivery of a solvency certificate;

7. Funding of the equity contribution;

8. Repayment of existing Cloudium indebtedness and release of related liens;

9. Lien perfection and delivery of collateral documentation (subject to customary post-closing periods);

10. Delivery of customary legal opinions;

11. Compliance with KYC, USA PATRIOT Act, and Beneficial Ownership Regulation requirements;

12. Payment of fees and expenses; and

13. Delivery of a customary closing certificate. C. No Other Conditions Notwithstanding anything in this Commitment Letter, the Fee Letter, the Definitive Documentation, or any other document or agreement to the contrary, the only conditions to the initial funding of the Facilities on the Closing Date are those expressly set forth in the Conditions Annex. For the avoidance of doubt, there shall be no condition to ini

VII. SYNDICATION A. Syndication Strategy The Commitment Parties intend to syndicate the Facilities to a group of financial institutions and other institutional lenders reasonably acceptable to Fund VI and the Commitment Parties (the "Lenders") promptly following the date hereof. It is understood that the Commitment Parties' obligations to fund the Facilities on the Closing Date are not conditioned upon the successful

VIII. FLEX PROVISIONS Certain pricing, structural, and other terms of the Facilities may be modified by the Commitment Parties in accordance with the flex provisions set forth in that certain Fee Letter, dated as of the date hereof (the "Fee Letter"), between Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC, on the one hand, and Solara Digital Infrastructure Fund VI LP, on the other hand, which is incorp

IX. INFORMATION Fund VI represents and warrants that (a) all written information (other than projections, estimates, pro forma financial information, and other forward-looking statements) that has been or will be furnished by or on behalf of Fund VI, Cloudium, or any of their respective representatives to the Commitment Parties or any prospective Lender in connection with the Transactions or the Facilities (the "Info

X. INDEMNIFICATION AND EXPENSES A. Indemnification Fund VI agrees to indemnify and hold harmless each of the Commitment Parties, their respective affiliates, and their respective directors, officers, employees, agents, advisors, representatives, successors, assigns, and controlling persons (within the meaning of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended) (each, an "Ind

XI. CONFIDENTIALITY This Commitment Letter and the Fee Letter are for the exclusive benefit of Fund VI and the Commitment Parties and, except as set forth below, may not be disclosed to any third party or circulated or referred to publicly without the prior written consent of the Commitment Parties. Notwithstanding the foregoing, Fund VI may disclose this Commitment Letter (but not the Fee Letter, except as specifica

XII. DEFINITIVE DOCUMENTATION The definitive credit agreement (the "Credit Agreement"), the guarantee and collateral agreement (the "Guarantee and Collateral Agreement"), any intercreditor agreement (the "Intercreditor Agreement"), and all related loan documents (including, without limitation, promissory notes, security agreements, pledge agreements, mortgages, intellectual property security agreements, and perfectio

XIII. TERMINATION / EXPIRATION The commitments of the Commitment Parties and the agreements of the Commitment Parties set forth herein (other than the provisions of this Commitment Letter that expressly survive termination) shall automatically terminate upon the earliest to occur of: 1. the Closing Date (upon the funding of the Facilities in accordance with the terms hereof); 2. the consummation of the Acquisition wi

XIV. GOVERNING LAW AND JURISDICTION This Commitment Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to the principles of conflicts of law thereof, other than Sections 5-1401 and 5-1402 of the New York General Obligations Law. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to

XV. MISCELLANEOUS A. Amendments and Waivers No amendment, modification, termination, or waiver of any provision of this Commitment Letter, and no consent to any departure by any party from any provision hereof, shall in any event be effective unless the same shall be in writing and signed by Fund VI and each Commitment Party. Any such waiver or consent shall be effective only in the specific instance and for the spec

1. Borrower Cloudium Technologies plc (as the surviving corporation following the Merger) or a newly formed Delaware entity designated by Fund VI prior to the Closing Date in consultation with the Lead Arranger (the "Borrower").

2. Guarantors Fund VI and each direct and indirect material domestic subsidiary of the Borrower (collectively, the "Guarantors"), subject to customary exceptions for (a) immaterial subsidiaries (i.e., subsidiaries that individually constitute less than 5.0% of consolidated total assets or consolidated total revenue), (b) unrestricted subsidiaries designated in accordance with the Credit Agreement, (c) foreign subsidi

3. Administrative Agent Meridian Atlantic Bank, N.A. (in such capacity, the "Administrative Agent").

4. Lead Arranger and Bookrunner Meridian Atlantic Bank, N.A. shall serve as Lead Arranger and Sole Bookrunner for the Facilities.

5. Co-Arranger and Joint Bookrunner Ironclad Capital Markets LLC shall serve as Co-Arranger and Joint Bookrunner for the Facilities.

8. Security / Collateral First-priority perfected security interest (subject to permitted liens) in substantially all tangible and intangible assets of the Borrower and the Guarantors, including: (a) 100% of the equity interests of each domestic subsidiary; (b) 65% of the voting equity interests and 100% of the non-voting equity interests of each first-tier foreign subsidiary (including Cloudium Technologies UK Ltd.

9. Financial Covenants Term Loan B Facility: None (covenant-lite). Revolving Credit Facility: Springing financial maintenance covenant: First Lien Net Leverage Ratio ≤ 5.00:1.00, tested only at the end of each fiscal quarter in which revolving credit utilization (including outstanding LCs but excluding cash-collateralized LCs) exceeds 40% of total revolving commitments ($200,000,000). This covenant is for the exclusi

10. Incurrence-Based Total Net Leverage Incurrence tests for incremental facil