Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Accepted Claim" means any Claim Notice as to which the Stockholder Representative has failed to deliver a timely Dispute Notice within the Dispute Period, as more fully described in Section 4.2(c). "Buyer" means Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership, and its permitted

Section 1.2 — Interpretation Unless the context otherwise requires, the following rules of construction shall apply to this Agreement: (a) References in this Agreement to any "Article," "Section," "Exhibit," or "Schedule" are to Articles, Sections, Exhibits, or Schedules of or to this Agreement, unless the context otherwise requires. (b) The words "hereof," "herein," "hereunder," and words of similar import, when use

ARTICLE II — ESTABLISHMENT OF ESCROW

Section 2.1 — Deposit of Escrow Amount On the Closing Date, Buyer shall deposit, or cause to be deposited, with the Escrow Agent an amount equal to Five Hundred Forty-Four Million Dollars ($544,000,000) (the "Escrow Amount") in immediately available funds by wire transfer to the Escrow Account maintained by the Escrow Agent. The Escrow Amount shall be deposited in accordance with the wire instructions set forth in Ex

Section 2.2 — Escrow Account (a) The Escrow Agent shall hold the Escrow Amount, together with all Escrow Earnings thereon, in a segregated, interest-bearing escrow account (the "Escrow Account") maintained at Cobalt Trust Company, 100 Wall Street, New York, New York 10005. The Escrow Account shall be titled: "Cobalt Trust Company, as Escrow Agent — Solara/Cloudium Indemnity Escrow." (b) The federal tax identification

Section 2.3 — Relationship to Merger Agreement Indemnification (a) The Escrow Amount serves as the primary source of recovery for Buyer's indemnification claims under Article IX of the Merger Agreement, subject to the limitations set forth therein, including the Indemnity Basket (Fifty-One Million Dollars ($51,000,000), structured as a tipping basket), the De Minimis Threshold (Five Hundred Thousand Dollars ($500,000

ARTICLE III — INVESTMENT OF ESCROW AMOUNT

Section 3.1 — Investment Instructions The Escrow Agent shall invest and reinvest the Escrow Amount and any Escrow Earnings in Permitted Investments (as defined in Section 3.3 below) as directed by joint written instructions of Buyer and the Stockholder Representative delivered to the Escrow Agent. In the event that Buyer and the Stockholder Representative deliver conflicting instructions regarding investment of the E

Section 3.2 — Escrow Earnings All interest, dividends, and other earnings accrued on, or otherwise derived from, the investment of the Escrow Amount (collectively, "Escrow Earnings") shall be added to and become part of the Escrow Amount for all purposes under this Agreement. Escrow Earnings shall be disbursed in the same manner and at the same times as the principal amount of the Escrow Amount, and shall be subject

Section 3.3 — Permitted Investments The following shall constitute "Permitted Investments" for purposes of this Agreement: (a) Default Investment. In the absence of contrary joint written instructions from Buyer and the Stockholder Representative, or at any time as directed by joint written instructions, money market funds that invest solely in direct obligations of the United States of America (including United Stat

Section 3.4 — Tax Treatment (a) For United States federal and applicable state and local income tax purposes, the Escrow Amount (and all Escrow Earnings thereon) shall be treated as owned by the former stockholders of the Company, pro rata in proportion to their respective shares of the aggregate merger consideration. All Escrow Earnings shall be reported as income to such former stockholders (or, if applicable, to t

ARTICLE IV — CLAIMS AND DISBURSEMENTS

Section 4.1 — Indemnification Claims — Claim Notice Procedures (a) At any time during the Survival Period (commencing on the Closing Date and expiring at 11:59 P.M. Eastern Time on January 9, 2026), Buyer may submit a Claim Notice to the Escrow Agent and the Stockholder Representative asserting a claim for indemnification under Article IX of the Merger Agreement. Each Claim Notice shall be substantially in the form o

Section 4.2 — Dispute Period and Dispute Notice (a) Upon receipt of a Claim Notice, the Stockholder Representative shall have thirty (30) Business Days following such receipt (the "Dispute Period") to deliver a Dispute Notice to the Escrow Agent and Buyer. The Dispute Notice shall be substantially in the form of Exhibit E hereto. (b) The Dispute Notice shall specify, in reasonable detail: (i) identification of the Cl

Section 4.3 — Resolution of Disputed Claims (a) If a Dispute Notice is timely delivered, Buyer and the Stockholder Representative shall negotiate in good faith to resolve the Disputed Claim for a period of thirty (30) days following the date of delivery of the Dispute Notice (the "Negotiation Period"). During the Negotiation Period, each of Buyer and the Stockholder Representative shall make its representatives reaso

Section 4.4 — Disbursement to Buyer for Accepted and Resolved Claims Upon the occurrence of any of the following events, the Escrow Agent shall disburse the applicable amount from the Escrow Account to Buyer by wire transfer of immediately available funds to the account designated in Exhibit B hereto: (a) Accepted Claims. Expiration of the Dispute Period without delivery by the Stockholder Representative of a timely

Section 4.5 — Limitations on Disbursements (a) De Minimis Threshold. No disbursement from the Escrow Account shall be made with respect to any individual indemnification claim with a Claim Amount that does not equal or exceed the De Minimis Threshold of Five Hundred Thousand Dollars ($500,000). Individual claims below the De Minimis Threshold shall be disregarded for all purposes under this Agreement, including for p

ARTICLE V — SCHEDULED ESCROW RELEASES

Section 5.1 — First Release (12 Months Post-Closing) (a) On the First Release Date (July 9, 2025), the Escrow Agent shall release from the Escrow Account to the Stockholder Representative (for distribution pro rata to the former stockholders of the Company in accordance with Section 5.4) an amount equal to the First Release Amount, which shall be Two Hundred Seventy-Two Million Dollars ($272,000,000) (representing fi

Section 5.2 — Final Release (18 Months Post-Closing / Survival Period Expiry) (a) On the Final Release Date (January 9, 2026), the Escrow Agent shall release the entire Remaining Escrow Amount (including all accrued but unpaid Escrow Earnings) from the Escrow Account to the Stockholder Representative (for pro rata distribution to the former stockholders of the Company in accordance with Section 5.4), subject to the h

Section 5.3 — No Claims After Survival Period No new Claim Notice may be delivered by Buyer after 11:59 P.M. Eastern Time on January 9, 2026 (the expiration of the Survival Period). Any Claim Notice delivered after such time shall be of no force or effect, and the Escrow Agent shall disregard any such untimely Claim Notice; provided, however, that the foregoing limitation shall not apply to claims for fraud, willful

Section 5.4 — Distributions to Former Stockholders (a) All amounts released from the Escrow Account to the Stockholder Representative pursuant to this Article V shall be distributed by the Stockholder Representative pro rata to the former stockholders of Cloudium Technologies plc, in proportion to each such former stockholder's respective share of the aggregate merger consideration (net of any rollover equity retaine

ARTICLE VI — RIGHTS, DUTIES, AND PROTECTIONS OF ESCROW AGENT

Section 6.1 — Duties of Escrow Agent The Escrow Agent's duties and obligations under this Agreement are solely ministerial in nature and shall be limited exclusively to those expressly set forth in this Agreement. The Escrow Agent shall act upon (a) joint written instructions of Buyer and the Stockholder Representative delivered in accordance with this Agreement, (b) the occurrence of events specifically described he

Section 6.2 — Reliance The Escrow Agent may conclusively rely, and shall be fully protected in acting or refraining from acting, upon any written notice, instruction, instrument, statement, request, consent, or other document or communication furnished to it hereunder that the Escrow Agent in good faith believes to be genuine, to have been signed or presented by the proper person or persons, and to conform to the req

Section 6.3 — Liability (a) The Escrow Agent shall not be liable for any action taken or omitted to be taken by the Escrow Agent in good faith and believed by the Escrow Agent to be authorized or within the rights or powers conferred upon it by this Agreement, except for liability arising directly from the Escrow Agent's own gross negligence, willful misconduct, or fraud, as determined by a final, non-appealable orde

Section 6.4 — Indemnification of Escrow Agent Buyer and the Stockholder Representative (on behalf of the former stockholders of the Company), jointly and severally, shall indemnify, defend, and hold harmless the Escrow Agent and its directors, officers, employees, agents, and affiliates (collectively, the "Escrow Agent Indemnified Parties") from and against any and all claims, actions, proceedings, losses, costs, lia

Section 6.5 — Compensation of Escrow Agent (a) The Escrow Agent shall be entitled to receive reasonable compensation for its services hereunder, as set forth in the fee schedule attached hereto as Exhibit C. Such compensation shall be borne equally by Buyer (fifty percent (50%)) and the Stockholder Representative, on behalf of the former stockholders of the Company (fifty percent (50%)), unless otherwise agreed in wr

Section 6.6 — Resignation and Removal (a) Resignation. The Escrow Agent may resign at any time upon not less than thirty (30) days' prior written notice to Buyer and the Stockholder Representative, such resignation to become effective on the date specified in such notice (or, if no date is specified, on the thirtieth (30th) day following delivery of such notice). (b) Removal. Buyer and the Stockholder Representative,

Section 6.7 — Interpleader If at any time the Escrow Agent receives conflicting instructions from Buyer and the Stockholder Representative, or if the Escrow Agent is otherwise uncertain as to its duties or obligations under this Agreement (including with respect to any claimed right to the Escrow Amount or any portion thereof), the Escrow Agent may, in its sole discretion and at the expense of Buyer and the Stockhold

Section 6.8 — No Implied Duties The Escrow Agent shall have no implied duties, obligations, or responsibilities of any kind under this Agreement. The Escrow Agent shall not be required to take any action other than as expressly set forth in this Agreement. Without limiting the generality of the foregoing, the Escrow Agent shall not be required to (a) monitor the performance of any other party's obligations under the

ARTICLE VII — STOCKHOLDER REPRESENTATIVE

Section 7.1 — Appointment and Authority (a) Douglas Pemberton is hereby confirmed as having been irrevocably appointed as the Stockholder Representative to act on behalf of, and as the exclusive agent and attorney-in-fact for, the former stockholders of Cloudium Technologies plc for all purposes under this Agreement. Without limiting the generality of the foregoing, the Stockholder Representative is authorized and em

Section 7.2 — Reliance by Escrow Agent and Buyer The Escrow Agent and Buyer shall each be entitled to conclusively rely, and shall be fully protected in relying, on any action taken, notice given, instruction delivered, or document signed by the Stockholder Representative as being binding on all former stockholders of the Company. The Escrow Agent and Buyer shall have no obligation to independently verify the authori

Section 7.3 — Limitation of Liability The Stockholder Representative shall not be personally liable for any action taken or omitted to be taken in good faith in the performance of the Stockholder Representative's duties under this Agreement, except to the extent that any loss or damage results from the Stockholder Representative's own gross negligence, willful misconduct, or fraud. The Stockholder Representative shal

Section 7.4 — Indemnification of Stockholder Representative The former stockholders of the Company shall, pro rata in proportion to their respective shares of the aggregate merger consideration, indemnify, defend, and hold harmless the Stockholder Representative from and against any and all claims, actions, proceedings, losses, costs, liabilities, damages, and expenses (including reasonable and documented attorneys'

Section 7.5 — Successor Stockholder Representative In the event that the Stockholder Representative resigns, dies, or becomes permanently incapacitated (as determined by a licensed physician or by a court of competent jurisdiction), a successor Stockholder Representative shall be appointed by the affirmative vote or written consent of the holders of a majority in interest (by value, based on each holder's respective

ARTICLE VIII — GENERAL PROVISIONS

Section 8.1 — Notices All notices, requests, consents, claims, demands, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email