Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP serves as outside legal counsel to Solara Digital Infrastructure LP and its affiliated acquisition vehicle, Solara Digital Infrastructure Fund VI LP ("Fund VI"), in connection with the recently completed acquisition of Cloudium Technologies plc, a Delaware corporation ("Cloudium"), pursuant to that certain Agreement and Plan of Merger, dated as of January 22, 2024

2. Background and Key Transaction Parameters 2.1 Transaction Overview The acquisition of Cloudium Technologies plc by Fund VI was structured as a reverse triangular merger, in which Stratos Merger Sub Inc., a Delaware corporation formed solely for the purpose of effectuating the merger, merged with and into Cloudium Technologies plc, with Cloudium surviving the merger as a wholly owned subsidiary of Fund VI. As a res

3. Escrow Release Calendar 3.1 Summary Table of Escrow Release Dates The following table summarizes the key dates and scheduled amounts for each escrow release event under the Escrow Agreement. All amounts are subject to adjustment for Pending Claims as described in greater detail in Sections 3.2 and 3.3 below. Each of the above dates and amounts is discussed in detail below, together with the applicable adjustment m

4. Claim Notice and Disbursement Procedures 4.1 Assertion of Indemnification Claims (Claim Notices) To assert an indemnification claim under Article IX of the Merger Agreement and to cause the Escrow Agent to retain funds in escrow with respect to such claim, Fund VI (or its authorized representative, Calderwood & Harkness LLP) shall deliver a written notice of claim (a "Claim Notice") to both the Stockholder Represe

5. Calculation Mechanics and Illustrative Examples To assist Cobalt Trust Company and all parties in understanding the application of the escrow release mechanics described above, we provide the following three illustrative examples. These examples are simplified for clarity and do not account for accrued investment income on the escrow fund, which would be released proportionally with the principal at each release d

6. Interest and Escrow Fund Investment Pursuant to Section 5 of the Escrow Agreement, the escrow fund shall be invested in eligible investments as agreed among the parties. The parties have agreed that, absent a contrary Joint Written Instruction, the escrow fund shall be invested in the following categories of eligible investments: (a) money-market funds rated at least "AAAm" or "Aaa-mf" by Standard & Poor's or Mood

7. Notices and Communications 7.1 Notice Addresses All notices, Claim Notices, Joint Written Instructions, and other communications delivered in connection with the Escrow Agreement and the indemnification provisions of the Merger Agreement shall be addressed as follows: To Solara Digital Infrastructure Fund VI LP (the Buyer): Solara Digital Infrastructure Fund VI LP c/o Solara Digital Infrastructure LP 1200 Market S

8. Action Items and Deadlines Summary The following sets forth a comprehensive summary of the key action items and deadlines applicable to each party in connection with the escrow release calendar. We recommend that all parties calendar these dates and action items promptly. 8.1 Pre-First Release (Before July 9, 2025) Calderwood & Harkness LLP / Fund VI: • Maintain a running log and register of all Claim Notices deli

9. Fees and Expenses of Escrow Agent Cobalt Trust Company's fees and expenses for serving as Escrow Agent under the Escrow Agreement shall be paid in accordance with Section 7 of the Escrow Agreement and the fee schedule attached thereto as Exhibit C. The ongoing annual escrow agent fee, together with any reasonable out-of-pocket expenses incurred by Cobalt Trust Company in connection with the administration of the e

10. Governing Law and Dispute Resolution The Escrow Agreement is governed by and shall be construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof. Any disputes arising among the parties with respect to the Escrow Agreement or the administration of the escrow fund shall be resolved in accordance with the dispute resolution provisions set forth in Sectio

11. Contact Information For questions regarding this memorandum, the escrow release calendar, disbursement procedures, or any other matter relating to the administration of the escrow fund, please contact the following individuals: Calderwood & Harkness LLP (Counsel to Fund VI): Tiffany Rosenthal, Lead Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 455-7318 Email: t

12. Disclaimer / Limitation This memorandum is provided for informational and instructional purposes only. It is intended to serve as a practical reference guide for Cobalt Trust Company and the parties in connection with the administration of the escrow fund and the escrow release calendar. This memorandum does not modify, amend, supplement, or supersede the terms and conditions of the Escrow Agreement or the Merger