Contract analysis

Section 1: Arrangement Fees 1.1 Lead Arranger Fee In consideration of Meridian Atlantic's agreement to act as Lead Arranger, Sole Bookrunner, and Administrative Agent in connection with the structuring, arrangement, and syndication of the Facilities, and as compensation for Meridian Atlantic's commitment to underwrite the Facilities as set forth in the Commitment Letter, the Borrower Representative agrees to pay, or

Section 2: Upfront Fees 2.1 Term Loan B Upfront Fee Each initial lender (each, an "Initial TLB Lender") that holds commitments under the Term Loan B on the Closing Date shall receive an upfront fee (the "TLB Upfront Fee") in an amount equal to fifty basis points (0.50%) of the aggregate principal amount of the Term Loan B commitments allocated to such Initial TLB Lender as of the Closing Date. The aggregate TLB Upfro

Section 3: Original Issue discount 3.1 Term Loan B OID The Term Loan B shall be issued to the Initial TLB Lenders (and any assignee lenders holding Term Loan B commitments on the Closing Date) at an original issue discount (the "OID") of 99.50, representing a discount of fifty basis points (50 bps) from par. Accordingly, the Initial TLB Lenders shall fund the Term Loan B at 99.50% of the face amount of their respecti

Section 4: Ticking Fee As set forth in the Commitment Letter, a ticking fee (the "Ticking Fee") shall accrue on the undrawn commitments under the Term Loan B at a rate of twenty-five basis points (0.25%) per annum, commencing on the date that is ninety (90) days after the date of the Commitment Letter (i.e., commencing on April 22, 2024) (the "Ticking Fee Commencement Date"). The Ticking Fee shall accrue daily on the

Section 5: Commitment Fee (Revolving Credit Facility) As set forth in the Commitment Letter, a commitment fee (the "Commitment Fee") shall accrue on the daily average undrawn and uncancelled revolving commitments under the $500,000,000 Revolving Credit Facility at a rate of thirty-seven and one-half basis points (0.375%) per annum. The Commitment Fee shall commence accruing on the Closing Date and shall be payable qu

Section 6: Administrative Agent and Collateral Agent Fees 6.1 Annual Administrative Agent Fee Meridian Atlantic Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, shall receive an annual administrative agent fee (the "Administrative Agent Fee") in the amount of One Hundred Fifty Thousand Dollars ($150,000) per annum. The Administrative Agent Fee shall be payable annually in advance, with

Section 7: Syndication Matters 7.1 Syndication Rights Meridian Atlantic, in its capacity as Lead Arranger and Sole Bookrunner, and Ironclad, in its capacity as Co-Arranger and Joint Bookrunner, shall have the right, in their sole and absolute discretion, to syndicate all or a portion of the commitments under the Term Loan B and the Revolving Credit Facility to one or more additional financial institutions, institutio

Section 8: Conditions to Payment All fees described in this Fee Letter are subject to, and conditioned upon, the occurrence of the Closing Date under the Merger Agreement, except as expressly set forth below. (a) Closing Condition. Payment of the arrangement fees (Section 1), upfront fees (Section 2), and administrative agent and collateral agent fees (Section 6) shall be conditioned upon the occurrence of the Closin

Section 9: Reference Pricing Terms For context and cross-reference purposes, and without limiting or modifying the terms of the Commitment Letter or the term sheets attached thereto, the following is a summary of the principal pricing terms of the committed debt financing: Term Loan B: • Aggregate Principal Amount: $3,740,000,000 • Interest Rate: Adjusted Term SOFR + 325 basis points per annum (subject to market flex

Section 10: Summary Fee Table The following table summarizes the fees payable in connection with the Facilities and this Fee Letter: Note: The "Total Closing Date Fees" figure above represents the sum of the arrangement fees, upfront fees, OID, estimated Ticking Fee (assuming a 78-day accrual period), and Year 1 administrative agent and collateral agent fees. Actual Ticking Fees will vary based on the actual Closing

Section 11: Confidentiality This Fee Letter and its contents (including, without limitation, the specific fee percentages, dollar amounts, OID, market flex provisions, and all other economic terms set forth herein) are strictly confidential and shall not be disclosed by the Borrower Representative or any of its affiliates, representatives, or advisors to any person, except as expressly permitted below: (a) Internal D

Section 12: Relationship to Commitment Letter This Fee Letter is the "Fee Letter" referred to in, and contemplated by, the Commitment Letter dated January 22, 2024, among Meridian Atlantic Bank, N.A., Ironclad Capital Markets LLC, and Solara Digital Infrastructure Fund VI LP. In the event of any conflict or inconsistency between the terms and provisions of this Fee Letter and the terms and provisions of the Commitmen

Section 13: Tax Treatment All fees payable by the Borrower Representative (or the Borrower, as applicable) under this Fee Letter shall be paid free and clear of, and without any deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, charges, or fees of any nature whatsoever imposed by any taxing authority (collectively, "Taxes"), unless such deduction or withholding is re

Section 14: Governing Law; Jurisdiction This Fee Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts-of-law principles that would require or permit the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the

Section 15: Miscellaneous 15.1 Amendment; Waiver This Fee Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by each of the parties hereto. No failure or delay by any party in exercising any right, power, or privilege under this Fee Letter shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise th

1. Meridian Atlantic Bank, N.A. (Arrangement Fee, Administrative Agent Fee, Collateral Agent Fee, and Pro Rata Share of Upfront Fees) Bank Name: Meridian Atlantic Bank, N.A. ABA Routing No.: [To be provided] Account No.: [To be provided] Account Name: [To be provided] Reference: Solara / Cloudium — Fee Letter Payments Attention: Leveraged Finance Operations

2. Ironclad Capital Markets LLC (Co-Arranger Fee and Pro Rata Share of Upfront Fees) Bank Name: [To be provided] ABA Routing No.: [To be provided] Account No.: [To be provided] Account Name: [To be provided] Reference: Solara / Cloudium — Fee Letter Payments Attention: Leveraged Finance Operations Note: Actual wire instructions shall be confirmed by each party in writing no later than five (5) business days prior to