Contract analysis

1. Recitals and Introduction This equity commitment letter (this "Equity Commitment Letter") is being delivered by Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI" or "Parent"), to Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub"), in connection with the Agreement and Plan of Merger, dated as of January 22, 2024 (as may be amended, restated, supplemented, or otherwise m

2. Commitment 2.1 Equity Commitment Amount Fund VI hereby irrevocably commits to contribute, or cause to be contributed, to Merger Sub, immediately prior to or substantially concurrently with the Closing (as defined in the Merger Agreement), cash in an aggregate amount equal to Two Billion Eight Hundred Thirty-Two Million Eight Hundred Eighty-Eight Thousand Ninety-Six Dollars ($2,832,888,096) (the "Equity Commitment"

3. Conditions to Funding 3.1 Conditions Precedent The obligation of Fund VI to fund, or cause to be funded, the Equity Commitment is subject solely to: (a) the satisfaction (or valid waiver by the party or parties entitled to the benefit thereof) of each of the conditions to the obligations of Parent and Merger Sub to consummate the Closing as set forth in Article VII of the Merger Agreement (other than those conditi

4. Limited Guarantee Reference is hereby made to that certain Limited Guarantee, dated as of the date hereof (the "Limited Guarantee"), executed and delivered by Solara Fund VI GP LLC, a Delaware limited liability company (the "Guarantor"), in favor of the Company, pursuant to which the Guarantor has guaranteed the payment by Parent of the Reverse Termination Fee (as defined in the Merger Agreement) in the amount of

5. General Partner Authorization Fund VI hereby represents and warrants to Merger Sub and the Company that Solara Fund VI GP LLC, as the general partner of Fund VI, has duly authorized the execution, delivery, and performance by Fund VI of this Equity Commitment Letter and the consummation of the transactions contemplated hereby. Such authorization was effected pursuant to resolutions duly adopted by the board of man

6. Representations and Warranties of Fund VI Fund VI hereby represents and warrants to Merger Sub and the Company as follows, in each case as of the date hereof and as of the Closing Date: 6.1 Organization and Good Standing Fund VI is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Fund VI has all requisite limited partnership power and authority to e

7. Covenants 7.1 Maintenance of Existence Fund VI hereby covenants and agrees that it shall maintain its existence as a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware from the date hereof through the earlier of (a) the Closing or (b) the termination of this Equity Commitment Letter in accordance with Section 8 hereof. Fund VI shall not dissolve, liquida

8. Termination 8.1 Termination Events This Equity Commitment Letter shall terminate automatically and without further action by any party upon the earliest to occur of: (a) the consummation of the Closing and the funding of the Equity Commitment in full in accordance with the terms hereof; (b) the valid termination of the Merger Agreement in accordance with Article VIII thereof (or such other article as may provide f

9. Remedies 9.1 Specific Performance Merger Sub (and the Company, as an express third-party beneficiary hereof) shall be entitled to seek an order of specific performance to enforce Fund VI's obligation to fund the Equity Commitment hereunder, subject to and in accordance with the terms and conditions of the Merger Agreement (including the satisfaction or valid waiver of the conditions to the Closing set forth in Art

10. No Recourse / Non-Recourse Parties 10.1 No Recourse Against Non-Parties Notwithstanding anything to the contrary contained herein, in the Merger Agreement, or in any other agreement, instrument, certificate, or document contemplated hereby or thereby, the Company and its affiliates, successors, and assigns hereby acknowledge and agree that no person other than Fund VI shall have any obligation or liability hereun

11. Governing Law; Jurisdiction; Waiver of Jury Trial 11.1 Governing Law This Equity Commitment Letter and all disputes, claims, actions, suits, or proceedings arising out of or relating hereto (whether in contract, tort, equity, or otherwise) shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law provisi

12. Miscellaneous 12.1 Entire Agreement This Equity Commitment Letter, together with the Merger Agreement, the Limited Guarantee, the Debt Commitment Letter, the Rollover Agreements, the Co-Investment Agreement, and the other transaction documents contemplated hereby and thereby, constitutes the entire agreement among the parties hereto (and the Company, to the extent it is an express third-party beneficiary hereof)