Contract analysis

Section 1.1 — Defined Terms As used in this Policy, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Policy shall have the meanings ascribed to them in the Acquisition Agreement. "Acquisition Agreement" or "Merger Agreement" means the Agreement and Plan of Merger, dated as of January 22, 2024, by and among Cloudium Technologies plc (Company No. 09734521, a pu

ARTICLE II — INSURING AGREEMENT

Section 2.1 — Coverage Grant Subject to the terms, conditions, limitations, and exclusions of this Policy, the Insurer hereby agrees to indemnify and hold harmless each Insured from and against all Loss arising out of, resulting from, or relating to any breach of, or inaccuracy in, any of the Covered Representations as set forth in Article IV of the Acquisition Agreement. Coverage under this Policy attaches to breach

Section 2.2 — Buyer-Side Policy This Policy is a buyer-side representation and warranty insurance policy. The Named Insured is Solara Digital Infrastructure Fund VI LP (together with the Additional Named Insureds), in its capacity as the acquiring party under the Acquisition Agreement. The Company (Cloudium Technologies plc), its former stockholders, its current and former officers and directors, and any other person

Section 2.3 — Scope of Covered Representations The Covered Representations consist of all representations and warranties of the Company set forth in Article IV of the Acquisition Agreement, as qualified by the Disclosure Schedules. Without limiting the generality of the foregoing, the Covered Representations include, but are not limited to, the following: (a) Organization, Authority, and Enforceability (Sections 4.1

Section 2.4 — Extended Coverage for Fundamental and Tax Representations The Fundamental Representations, consisting of the representations and warranties described in Sections 2.3(a) (Organization, Authority, and Enforceability), 2.3(b) (Capitalization), 2.3(g) (Tax Matters), and 2.3(o) (Brokers and Finders) above, and the Tax Representations described in Section 2.3(g) above, are subject to an extended Policy Period

ARTICLE III — AGGREGATE LIMIT OF LIABILITY

Section 3.1 — Aggregate Limit The maximum aggregate liability of the Insurer under this Policy for all claims, whether arising from one or more breaches of the Covered Representations, shall not exceed the Aggregate Limit of Six Hundred Eighty Million Dollars ($680,000,000), being ten percent (10%) of the Enterprise Value of $6,800,000,000. This Aggregate Limit represents the total maximum amount payable by the Insur

Section 3.2 — Relationship to Indemnification Cap The parties acknowledge that the Acquisition Agreement provides for a General Indemnification Cap of fifteen percent (15%) of the Enterprise Value, or $1,020,000,000, which limits the aggregate liability of the Company's former stockholders (acting through the Stockholder Representative) for indemnification claims under Article IX of the Acquisition Agreement with res

Section 4.1 — Initial Retention The Retention under this Policy is Five Hundred Forty-Four Million Dollars ($544,000,000), equal to the Escrow Amount deposited with Cobalt Trust Company at the Closing pursuant to the terms of the Escrow Agreement. The Retention represents the initial layer of loss that must be borne by the Insured (or satisfied through the mechanisms described in Section 4.2 below) before the Insurer

Section 4.2 — Satisfaction of Retention The Retention may be satisfied through any combination of the following: (a) Escrow Payments. Actual payments received by the Insured from the Escrow Agent out of the Escrow Amount, pursuant to the terms of the Escrow Agreement and the indemnification provisions of Article IX of the Acquisition Agreement. (b) Direct Indemnification Payments. Actual payments received by the Insu

Section 4.3 — Retention Drop-Down On the date that is twelve (12) months after the Closing Date (i.e., July 9, 2025), the Retention shall automatically reduce by fifty percent (50%), from $544,000,000 to $272,000,000 (the "Retention Drop-Down"), subject to the satisfaction of the following conditions: (i) No claim notice has been delivered to the Insurer pursuant to Section 7.1 of this Policy that remains pending (i.

Section 4.4 — Interplay with Acquisition Agreement Indemnification Mechanics The following summarizes the key indemnification mechanics under the Acquisition Agreement and their interaction with this Policy: Tipping Basket. The Acquisition Agreement contains a tipping basket of $51,000,000, being 0.75% of the Enterprise Value. Once the aggregate amount of qualifying Losses exceeds the tipping basket, the Company's fo

Section 5.1 — Known Breach Exclusion (Known-Loss Exclusion) This Policy does not cover, and the Insurer shall have no liability for, any Loss to the extent such Loss arises from or relates to any breach of, or inaccuracy in, any Covered Representation of which any Insured Person (as identified in the Knowledge Group) had actual knowledge as of the Closing Date (July 9, 2024). For purposes of this exclusion, "actual k

Section 5.2 — Forward-Looking / Post-Closing Covenants Exclusion This Policy does not cover, and the Insurer shall have no liability for, any Loss to the extent such Loss arises from or relates to any breach of, or failure to comply with, any post-closing covenant, obligation, or agreement of any party under the Acquisition Agreement or any ancillary agreement. Coverage under this Policy is limited solely to breaches

Section 5.3 — Purchase Price Adjustment Exclusion This Policy does not cover, and the Insurer shall have no liability for, any Loss to the extent such Loss constitutes or arises from a purchase price adjustment, working capital true-up, or similar post-closing adjustment under Section 2.7 of the Acquisition Agreement or any ancillary agreement. This exclusion applies regardless of whether the purchase price adjustmen

Section 5.4 — Specific Exclusions In addition to the exclusions set forth in Sections 5.1 through 5.3 above, this Policy does not cover, and the Insurer shall have no liability for, any Loss to the extent such Loss arises from or relates to any of the following: (a) Asbestos and Pollution. Bodily injury or property damage arising from the presence of, exposure to, or release of asbestos, asbestos-containing materials

Section 5.5 — Fraud Exclusion Notwithstanding the foregoing provisions of this Article V, the exclusions set forth in Sections 5.1 through 5.4 above shall not apply to any Loss to the extent such Loss arises from fraud committed by any officer, director, or controlling shareholder of the Company (Cloudium Technologies plc) prior to or at the Closing. For purposes of this Section 5.5, "fraud" means an intentional misr

Section 6.1 — General Subrogation Rights Upon the payment of any Loss under this Policy, the Insurer shall be subrogated, to the extent of such payment, to all rights and remedies of the Insured under the Acquisition Agreement, the Escrow Agreement, and applicable law, including, without limitation, the right to recover from the Company's former stockholders (acting through the Stockholder Representative), the Rollov

Section 6.2 — Waiver of Subrogation Notwithstanding Section 6.1 above, the Insurer hereby irrevocably waives all rights of subrogation against the following persons and entities, except as otherwise provided herein: (a) Cloudium Technologies plc and its current and former officers and directors, including Jonathan Hargrove (Chief Executive Officer), Sienna Whitfield (Chief Financial Officer), Nadia Chowdhury (General

Section 6.3 — Cooperation in Subrogation The Insured shall cooperate with the Insurer in good faith in any subrogation action or proceeding, including, without limitation: (a) providing the Insurer with reasonable access to documents, records, and other information in the Insured's possession, custody, or control that are relevant to the subrogation claim; (b) making available the Insured's officers, directors, emplo

ARTICLE VII — CLAIMS PROCEDURES

Section 7.1 — Notice of Claim The Insured shall provide written notice to the Insurer of any claim, or any circumstance reasonably likely to give rise to a claim, under this Policy as promptly as reasonably practicable after the Insured first becomes aware of such claim or circumstance, and in any event within sixty (60) days of such awareness. Such notice shall be delivered in writing to: Insurer: Northfield Assuran

Section 7.2 — Contents of Claim Notice Each claim notice delivered pursuant to Section 7.1 shall contain the following information, to the extent reasonably available to the Insured at the time of notice: (a) A reasonably detailed description of the facts and circumstances giving rise to the alleged breach of, or inaccuracy in, the Covered Representation, including a summary of the nature of the breach or inaccuracy

Section 7.3 — Investigation and Cooperation Upon receipt of a claim notice, the Insurer shall have the right, at its own expense, to investigate any noticed claim or circumstance. The Insurer's investigation rights include, without limitation: (a) Review of due diligence materials, data room contents, and communications provided to or generated by the Insured, its advisors, or the Insurer during the underwriting proc

Section 7.4 — Defense and Settlement Direct Claims (First-Party Claims). For direct claims (i.e., claims asserted by the Insured against the Insurer under this Policy, as opposed to third-party claims), the Insured shall control the claim process, including any indemnification claim under Article IX of the Acquisition Agreement asserted against the Stockholder Representative or the Escrow. The Insured shall keep the

Section 7.5 — Payment of Claims The Insurer shall pay or deny each validly noticed claim within sixty (60) days of receiving all information and documentation reasonably requested by the Insurer in connection with its investigation and evaluation of such claim under Section 7.3. If the Insurer determines that additional time is reasonably necessary to complete its investigation, it shall provide written notice to the