1041-00003 · Solara Digital Infrastructure LP · Closing

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LIEN RELEASE PACKAGE

Delivered by

ATLAS COMMERCIAL LENDING CORP.

as Administrative Agent and Collateral Agent

in connection with the payoff and termination of all obligations under the

Credit Agreement dated as of March 15, 2021

among

Cloudium Technologies plc, as Borrower,

Atlas Commercial Lending Corp., as Administrative Agent and Collateral Agent,

and the Lenders party thereto

July 9, 2024

Prepared for delivery to:

Cloudium Technologies plc Solara Digital Infrastructure Fund VI LP Meridian Atlantic Bank, N.A. (as successor Administrative Agent under the new Credit Agreement)

Reference: Payoff Letter dated July 5, 2024

This Lien Release Package is delivered simultaneously with receipt of the Payoff Amount of $820,000,000 in immediately available funds.

Prepared by: Calderwood & Harkness LLP 125 Broad Street, New York, NY 10004

SECTION I

MASTER RELEASE AND DISCHARGE AGREEMENT

Dated as of July 9, 2024

1.1 Preamble and Recitals

THIS MASTER RELEASE AND DISCHARGE AGREEMENT (this "Release") is entered into as of July 9, 2024, by and among:

(1) ATLAS COMMERCIAL LENDING CORP., a Delaware corporation, with its principal offices located at 300 Vesey Street, New York, NY 10281 (the "Administrative Agent" or "Atlas"), acting in its capacity as administrative agent and collateral agent on behalf of itself and the Lenders (as defined in the Existing Credit Agreement, defined below) under the Existing Credit Agreement;

(2) CLOUDIUM TECHNOLOGIES PLC, a public limited company incorporated under the laws of England and Wales (Company No. 09734521), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its United States headquarters located at 600 Townsend Street, Suite 800, San Francisco, CA 94103 (the "Borrower");

(3) CLOUDIUM TECHNOLOGIES UK LTD., a private limited company incorporated under the laws of England and Wales (Company No. 11287456), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom ("Cloudium UK");

(4) CLOUDIUM TECHNOLOGIES INDIA PVT. LTD., a private limited company incorporated under the laws of the Republic of India with its registered office in Bangalore, Karnataka, India ("Cloudium India");

(5) CLOUDIUM SOLUTIONS GMBH, a Gesellschaft mit beschränkter Haftung (limited liability company) incorporated under the laws of the Federal Republic of Germany with its registered office in Berlin, Germany ("Cloudium Germany" and, together with Cloudium UK and Cloudium India, the "Guarantors"); and

(6) SOLARA DIGITAL INFRASTRUCTURE FUND VI LP, a Delaware limited partnership, acting by its general partner Solara Fund VI GP LLC, a Delaware limited liability company, with its principal offices at 9 West 57th Street, 42nd Floor, New York, NY 10019 (the "Acquiror").

The Administrative Agent, the Borrower, each Guarantor, and the Acquiror are referred to collectively herein as the "Parties" and each individually as a "Party."

RECITALS

WHEREAS:

A. The Borrower, the Administrative Agent, and the lenders from time to time party thereto (the "Lenders") entered into that certain Credit Agreement dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), pursuant to which the Lenders established in favor of the Borrower (i) a term loan facility in the original aggregate principal amount of $700,000,000 (the "Term Loan Facility") and (ii) a revolving credit facility in the aggregate commitment amount of $400,000,000 (the "Revolving Credit Facility" and, together with the Term Loan Facility, the "Credit Facilities"). In connection with the Existing Credit Agreement, the Borrower and the Guarantors executed and delivered various security agreements, pledge agreements, guarantees, intellectual property security agreements, control agreements, and other ancillary documents and instruments (collectively with the Existing Credit Agreement, the "Loan Documents").

B. As of the date hereof, the outstanding obligations of the Borrower under the Existing Credit Agreement consist of: (i) $620,000,000 in aggregate principal amount outstanding under the Term Loan Facility; (ii) $200,000,000 in aggregate principal amount drawn and outstanding under the Revolving Credit Facility (of the $400,000,000 total commitment amount thereunder); and (iii) accrued and unpaid interest, fees, reimbursement obligations, and expenses as more particularly set forth in the Payoff Letter (as defined below), which amounts together constitute the entirety of the obligations outstanding under the Loan Documents.

C. The aggregate amount required to satisfy and discharge in full all outstanding obligations of the Borrower and the Guarantors under the Existing Credit Agreement and the other Loan Documents is $820,000,000, plus accrued interest, fees, and expenses through and including the Payoff Date (as defined below) (the "Payoff Amount"), as more particularly specified in that certain Payoff Letter issued by the Administrative Agent dated as of July 5, 2024 (the "Payoff Letter"), a copy of which is attached hereto as Exhibit K.

D. The repayment of the Payoff Amount is being made in connection with the consummation of the reverse triangular merger (the "Merger") contemplated by that certain Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), by and among the Borrower, Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Acquiror ("Merger Sub"), and the Acquiror, pursuant to which Merger Sub will merge with and into the Borrower, with the Borrower surviving as a wholly owned subsidiary of the Acquiror. The consummation of the Merger constitutes a "Change of Control" under Section 8.01(k) of the Existing Credit Agreement, which triggers the mandatory prepayment obligations of the Borrower set forth in Section 2.05(b)(iii) of the Existing Credit Agreement.

E. Simultaneously with the delivery of this Release, the Administrative Agent has received (or is receiving contemporaneously herewith) payment in full of all obligations under the Loan Documents, in immediately available funds, by wire transfer of United States dollars in accordance with the wire instructions set forth in the Payoff Letter.

F. The Administrative Agent is executing and delivering this Release and the other release instruments contained in this Lien Release Package in order to evidence the release and discharge of all Liens on the Collateral and the satisfaction and termination of all obligations under the Loan Documents.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.2 Definitions. For purposes of this Release, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Release shall have the meanings ascribed to them in the Existing Credit Agreement.

"Collateral" means all assets, property (whether real, personal, or mixed), and equity interests subject to any Lien granted pursuant to the Existing Credit Agreement, the Existing Security Agreement, the Existing Pledge Agreement, the Existing IP Security Agreement, and any other Loan Document, including without limitation all property described in any UCC-1 financing statement filed in connection with the Loan Documents, all deposit accounts and securities accounts subject to any deposit account control agreement or securities account control agreement entered into pursuant to the Loan Documents, all intellectual property subject to any IP security agreement or IP lien filing, and all equity interests in any subsidiary of the Borrower pledged pursuant to the Existing Pledge Agreement.

"Existing Credit Agreement" means the Credit Agreement dated as of March 15, 2021, among the Borrower, the Administrative Agent, and the Lenders from time to time party thereto, as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof.

"Existing Security Agreement" means the Security Agreement dated as of March 15, 2021, executed by the Borrower and each Guarantor (as applicable) in favor of the Administrative Agent (as collateral agent for the benefit of the Secured Parties), pursuant to which the Borrower and each Guarantor granted security interests in substantially all of their respective personal property to secure the obligations under the Existing Credit Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

"Existing Pledge Agreement" means the Pledge Agreement dated as of March 15, 2021, executed by the Borrower in favor of the Administrative Agent (as collateral agent for the benefit of the Secured Parties), pursuant to which the Borrower pledged 100% of the equity interests in each of Cloudium UK, Cloudium India, and Cloudium Germany, as well as the equity interests in any other direct or indirect subsidiary of the Borrower required to be pledged pursuant to the Existing Credit Agreement, as amended, restated, supplemented, or otherwise modified from time to time.

"Existing IP Security Agreement" means the intellectual Property Security Agreement dated as of March 15, 2021, executed by the Borrower and each applicable Guarantor in favor of the Administrative Agent (as collateral agent for the benefit of the Secured Parties), granting security interests in patents, patent applications, trademarks, trademark applications, trademark registrations, service marks, copyrights, copyright registrations, domain names, trade secrets, and proprietary software owned by the Borrower and such Guarantors, as amended, restated, supplemented, or otherwise modified from time to time.

"Lien" means any mortgage, pledge, hypothecation, assignment for security purposes, deposit arrangement, security interest, lien (statutory or otherwise), charge, claim, preference, priority, or other encumbrance of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any jurisdiction.

"Loan Documents" means, collectively, the Existing Credit Agreement, the Existing Security Agreement, the Existing Pledge Agreement, the Existing IP Security Agreement, each guarantee agreement, each deposit account control agreement, each securities account control agreement, each mortgage or deed of trust (if any), each promissory note, each fee letter, and all other agreements, instruments, documents, and certificates executed and delivered in connection with the Existing Credit Agreement, in each case as amended, restated, supplemented, or otherwise modified from time to time.

"Payoff Amount" means the aggregate amount required to satisfy, pay, and discharge in full all obligations, liabilities, and indebtedness of the Borrower and the Guarantors under the Existing Credit Agreement and the other Loan Documents, as set forth in the Payoff Letter dated July 5, 2024, which amount is equal to $820,000,000 plus accrued and unpaid interest, fees, and expenses calculated through and including the Payoff Date.

"Payoff Date" means July 9, 2024.

"Release Effective Time" means the date and time at which the Administrative Agent confirms receipt of the Payoff Amount in full in immediately available funds on the Payoff Date, which the Administrative Agent hereby confirms occurred at 11:47 a.m. (Eastern time) on July 9, 2024.

1.3 Release of Liens

Effective as of the Release Effective Time, the Administrative Agent, acting on behalf of itself and all Lenders and other Secured Parties under the Existing Credit Agreement, hereby unconditionally and irrevocably releases, terminates, and discharges each and every Lien on the Collateral granted, created, or arising under or in connection with any Loan Document, including without limitation:

(a) all security interests in personal property of the Borrower and the Guarantors, including without limitation security interests in accounts, chattel paper (whether tangible or electronic), commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles (including payment intangibles and software), goods (including inventory and equipment), instruments, investment property, letter-of-credit rights, securities accounts, supporting obligations, and all proceeds, products, accessions, rents, profits, and offspring of and from any and all of the foregoing, whether now owned or hereafter acquired, wherever located;

(b) all pledges of equity interests in (i) Cloudium Technologies UK Ltd. (Company No. 11287456), (ii) Cloudium Technologies India Pvt. Ltd., and (iii) Cloudium Solutions GmbH, and all other subsidiary equity interests pledged pursuant to the Existing Pledge Agreement, including all rights to dividends, distributions, liquidation proceeds, voting rights, and other economic and governance rights associated with such pledged equity interests;

(c) all security interests in intellectual property of the Borrower and the Guarantors, including without limitation patents, patent applications, invention disclosures, trademarks, trademark applications, trademark registrations, service marks, service mark applications, service mark registrations, trade names, trade dress, copyrights, copyright registrations, copyright applications, trade secrets, know-how, proprietary technology, domain names (including the domain name cloudium.com and all related and derivative domain names), software (including source code and object code), databases, and all licenses, royalties, income, fees, and other proceeds arising from any of the foregoing;

(d) all mortgages, deeds of trust, assignments of rents, and other real property liens or encumbrances, if any, granted in connection with the Loan Documents;

(e) all security interests, charges, debentures, and other encumbrances granted by the Borrower or any Guarantor under the laws of any jurisdiction outside the United States in connection with the Loan Documents, including without limitation fixed and floating charges under the laws of England and Wales, pledges and security assignments under the laws of the Federal Republic of Germany, and charges and pledges under the laws of the Republic of India; and

(f) all other Liens of any kind or nature whatsoever arising under, created by, or in connection with any Loan Document, whether now existing or hereafter arising, and whether or not specifically described in clauses (a) through (e) above.

The releases set forth in this Section 1.3 are effective immediately, automatically, and without the need for any further action by any party, and the Administrative Agent confirms that, from and after the Release Effective Time, the Administrative Agent and each Lender and Secured Party have no right, title, interest, or claim in, to, or under any of the Collateral.

1.4 Discharge of Obligations

Effective as of the Release Effective Time, all obligations, liabilities, and indebtedness of the Borrower and each Guarantor arising under or in connection with the Existing Credit Agreement and the other Loan Documents (including without limitation all obligations in respect of principal, interest, fees, premiums, reimbursement obligations, indemnification obligations (to the extent not surviving as set forth in Section 1.8), and expenses) are hereby fully, finally, and irrevocably satisfied, paid, and discharged. From and after the Release Effective Time, no further amounts are or shall be due or owing by the Borrower or any Guarantor to the Administrative Agent, any Lender, or any other Secured Party under or in connection with the Loan Documents.

Without limiting the generality of the foregoing:

(a) All commitments to extend credit under the Revolving Credit Facility (having an aggregate commitment amount of $400,000,000) are hereby permanently and irrevocably terminated, and no further loans, advances, or other extensions of credit may be made or requested thereunder.

(b) All outstanding letters of credit issued under the Existing Credit Agreement, if any, have been either (i) terminated and returned to the issuing bank for cancellation, (ii) cash collateralized in an amount equal to 105% of the aggregate undrawn face amount thereof (which cash collateral has been applied to the Payoff Amount or otherwise released), or (iii) backstopped by substitute letters of credit acceptable to the applicable issuing bank, in each case as contemplated by the Payoff Letter.

(c) All swap obligations, hedging obligations, and cash management obligations of the Borrower that constituted "Obligations" under the Existing Credit Agreement have been satisfied, terminated, or novated in accordance with their respective terms, and no further obligations remain in respect thereof.

1.5 Termination of Guarantees

Effective as of the Release Effective Time, each guarantee, guaranty agreement, guarantee and collateral agreement, or similar instrument executed and delivered by any Guarantor (including Cloudium Technologies UK Ltd., Cloudium Technologies India Pvt. Ltd., and Cloudium Solutions GmbH) in connection with the Loan Documents is hereby released, terminated, and discharged in its entirety. From and after the Release Effective Time, no Guarantor shall have any further obligation, liability, or responsibility under or in connection with any such guarantee or any other Loan Document, and the Administrative Agent and each Lender hereby release each Guarantor from all claims, demands, and causes of action arising under or in connection with such guarantees and the other Loan Documents (other than indemnification obligations that by their express terms survive termination as set forth in Section 1.8).

1.6 Authorization to File Termination Statements

The Administrative Agent hereby unconditionally and irrevocably authorizes the Borrower, the surviving entity resulting from the Merger, the Acquiror, Meridian Atlantic Bank, N.A. (in its capacity as the new administrative agent under that certain Credit Agreement dated as of July 9, 2024, among the Borrower, Meridian Atlantic Bank, N.A., as administrative agent, and the lenders party thereto), and their respective counsel (including Calderwood & Harkness LLP) to:

(a) prepare, execute (on behalf of the Administrative Agent as secured party, to the extent permitted by applicable law), and file UCC-3 financing statement amendments (terminations) with the Secretary of State of the State of Delaware, the Secretary of State of the State of California, and any and all other filing offices in the United States where UCC-1 financing statements were filed in connection with the Loan Documents, in order to terminate of record all such financing statements;

(b) prepare, execute, and file any and all analogous termination, release, or discharge filings in any jurisdiction outside the United States (including without limitation filings with UK Companies House, the UK intellectual Property Office, the Registrar of Companies in India, and the relevant commercial registers in Germany) in order to release of record all security interests, charges, and encumbrances created under the Loan Documents;

(c) file releases of security interests with the United States Patent and Trademark Office, the United States Copyright Office, the UK intellectual Property Office, and any other patent, trademark, copyright, or other intellectual property registry where security interests in the intellectual property of the Borrower or any Guarantor were recorded in connection with the Loan Documents; and

(d) take any and all other actions and execute any and all other documents, instruments, and filings reasonably necessary or desirable to evidence and effectuate the release of all Liens on the Collateral.

The Administrative Agent shall, at the reasonable request and expense of the Borrower or the Acquiror, promptly execute and deliver any additional instruments, documents, or filings that may be reasonably requested to further evidence the release, termination, and discharge of all Liens on the Collateral, including without limitation any additional UCC-3 termination statements, mortgage satisfactions, IP lien releases, and analogous instruments under the laws of any applicable jurisdiction.

1.7 Return of Collateral

The Administrative Agent shall promptly (and in any event within five (5) business days following the Payoff Date) return or cause to be returned to the Borrower (or, at the Borrower's direction, to the Acquiror or its designee) all original stock certificates, membership interest certificates, share certificates, promissory notes, instruments, and other tangible items of Collateral held by the Administrative Agent (or held by a custodian, depositary, or other agent on behalf of the Administrative Agent) in connection with the Loan Documents, including without limitation:

(a) all original share certificates (or equivalent instruments) representing 100% of the equity interests in Cloudium Technologies UK Ltd. (Company No. 11287456), together with all related blank stock transfer forms and irrevocable powers of attorney for transfer;

(b) all original share certificates (or equivalent instruments) representing 100% of the equity interests in Cloudium Technologies India Pvt. Ltd., together with all related blank share transfer deeds and ancillary instruments;

(c) all original share certificates (or equivalent instruments) representing 100% of the equity interests in Cloudium Solutions GmbH, or, to the extent such interests are uncertificated, confirmation that any notation of the Administrative Agent's pledge or security interest has been removed from the shareholders' list (Gesellschafterliste) maintained at the relevant commercial register (Handelsregister); and

(d) all other instruments, documents, and tangible property of the Borrower or any Guarantor held by the Administrative Agent or its agents as Collateral under the Loan Documents.

To the extent that any equity interests held as Collateral are uncertificated, the Administrative Agent shall deliver, or cause to be delivered, all necessary instructions, notices, and consents to the applicable registrar, transfer agent, or company secretary directing that any notation of the Administrative Agent's pledge, charge, or security interest be removed from the books and records of the applicable entity.

1.8 No Recourse; Finality

This Release is absolute, unconditional, and irrevocable, and shall not be subject to rescission, revocation, termination, or avoidance for any reason whatsoever. The Administrative Agent, on behalf of itself and each Lender and Secured Party under the Existing Credit Agreement, hereby releases, acquits, and forever discharges the Borrower, each Guarantor, the Acquiror, and their respective successors, assigns, affiliates, officers, directors, employees, agents, and representatives from any and all claims, demands, obligations, liabilities, causes of action, suits, judgments, damages, losses, costs, and expenses (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated) arising under, in connection with, or relating to the Existing Credit Agreement or any other Loan Document; provided, however, that this release shall not apply to (i) any indemnification obligations of the Borrower or any Guarantor that by their express terms survive the termination of the Existing Credit Agreement (including without limitation indemnification obligations under Section 10.04 of the Existing Credit Agreement), and (ii) any obligations of confidentiality that by their express terms survive termination.

For the avoidance of doubt, the survival of the indemnification and confidentiality obligations referenced in the preceding proviso shall not be construed to create or preserve any Lien on the Collateral, and no Lien on any Collateral shall secure any such surviving obligations.

1.9 Representations and Warranties of Atlas

The Administrative Agent hereby represents and warrants to the Borrower, the Guarantors, and the Acquiror as follows:

(a) Power and Authority. The Administrative Agent has full corporate power and authority to execute and deliver this Release, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance by the Administrative Agent of this Release have been duly authorized by all necessary corporate action on the part of the Administrative Agent.

(b) Enforceability. This Release has been duly executed and delivered by the Administrative Agent and constitutes the legal, valid, and binding obligation of the Administrative Agent, enforceable against the Administrative Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(c) Payoff Amount. The Payoff Amount set forth in the Payoff Letter represents the full and complete amount required to satisfy and discharge all obligations, liabilities, and indebtedness of the Borrower and the Guarantors under the Existing Credit Agreement and the other Loan Documents. No additional amounts are or will be owing to the Administrative Agent, any Lender, or any other Secured Party (other than the surviving indemnification and confidentiality obligations referenced in Section 1.8).

(d) No Assignment. The Administrative Agent has not assigned, transferred, conveyed, or otherwise disposed of any interest in the Liens being released pursuant to this Release (other than in connection with assignments of Lender interests under the Existing Credit Agreement, for which the Administrative Agent acted in its capacity as agent).

(e) No Other Liens. To the Administrative Agent's knowledge, no Lien on any Collateral exists in favor of the Administrative Agent or any Lender other than the Liens being released pursuant to this Release.

1.10 Governing Law

This Release and the rights and obligations of the Parties hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. This governing law provision is consistent with the governing law provision of the Existing Credit Agreement, and the Parties acknowledge and agree that the selection of New York law is appropriate and reasonable in light of the transactions contemplated by the Existing Credit Agreement and this Release.

1.11 Counterparts; Electronic Signatures

This Release may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Release by facsimile, by electronic mail in "portable document format" (.pdf) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be effective as delivery of a manually executed counterpart hereof. The words "execution," "signed," "signature," and words of like import in this Release shall be deemed to include electronic signatures, which shall be of the same legal effect, validity, or enforceability as manually executed signatures, to the extent and as provided in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

1.12 Execution blocks

[Signature pages follow on Section XIV]

SECTION II

RELEASE OF SECURITY INTEREST IN PERSONAL PROPERTY (UCC COLLATERAL)

Dated as of July 9, 2024

2.1 Description. This Release of Security Interest in Personal Property (this "UCC Release") is delivered by Atlas Commercial Lending Corp., a Delaware corporation ("Atlas" or the "Secured Party"), in its capacity as administrative agent and collateral agent under the Existing Credit Agreement (as defined in the Master Release and Discharge Agreement of even date herewith, Section I of this Lien Release Package), in connection with the full and final satisfaction and discharge of all obligations under the Existing Credit Agreement and the other Loan Documents. This UCC Release confirms the termination of all security interests granted by the Debtors (as identified below) in favor of the Secured Party in personal property, perfected by UCC-1 financing statements filed with the Secretaries of State of the applicable jurisdictions and/or by deposit account control agreements, securities account control agreements, and other methods of perfection.

2.2 Secured Party

Atlas Commercial Lending Corp. 300 Vesey Street New York, NY 10281 EIN: 13-4786290

Atlas acted as both the Administrative Agent and the Collateral Agent under the Existing Credit Agreement, holding all security interests for the ratable benefit of the Lenders and other Secured Parties under the Loan Documents.

2.3 Debtors.

(a) Cloudium Technologies plc EIN: 83-2196754 Organizational ID (Delaware): 7891254

Address: 600 Townsend Street, Suite 800, San Francisco, CA 94103

Jurisdiction of Organization: England and Wales (registered to do business in the State of Delaware and the State of California)

(b) To the extent that any additional domestic subsidiaries of Cloudium Technologies plc were named as debtors on any UCC-1 financing statement filed in connection with the Loan Documents, such entities are also included as "Debtors" for purposes of this UCC Release.

2.4 Collateral Description

The security interests being released encompass all assets and property of the Debtors described in or covered by the UCC-1 financing statements filed in connection with the Loan Documents, including but not limited to the following:

All accounts; all chattel paper (whether tangible or electronic); all commercial tort claims (as identified in the Existing Security Agreement and any supplements thereto); all deposit accounts; all documents; all equipment; all fixtures; all general intangibles (including without limitation payment intangibles and software); all goods (including inventory, equipment, and farm products, if any); all instruments (including promissory notes); all investment property (including securities, securities entitlements, securities accounts, commodity contracts, and commodity accounts); all letter-of-credit rights; all money; all supporting obligations; and all proceeds, products, accessions, rents, profits, and offspring of and from any and all of the foregoing, whether now owned or hereafter acquired, and wherever located.

The foregoing collateral description is intended to correspond to the collateral descriptions set forth in the UCC-1 financing statements identified in Section 2.5 below and in the Existing Security Agreement.

2.5 Reference to UCC Financing Statements

The following UCC-1 financing statements were filed in connection with the Loan Documents and are being terminated by corresponding UCC-3 financing statement amendments (terminations), which have been or are being filed simultaneously herewith:

In addition, to the extent any UCC-1 financing statement amendments (including continuation statements) were filed subsequent to the initial filings listed above, such amendments are also being terminated by the corresponding UCC-3 termination filings. Copies of all filed UCC-3 financing statement amendments (terminations) are attached to Section III of this Lien Release Package as Exhibit A.

2.6 Confirmation of Release

Atlas Commercial Lending Corp. hereby confirms that, effective as of the Release Effective Time (as defined in the Master Release and Discharge Agreement), it has no further security interest, lien, claim, or encumbrance of any kind in any of the Collateral described above or in any other personal property of the Debtors. All security interests granted pursuant to the Existing Security Agreement and perfected by the UCC-1 financing statements identified in Section 2.5 above are hereby released, terminated, and discharged in their entirety. The Secured Party disclaims any right, title, or interest in or to the Collateral from and after the Release Effective Time.

SECTION III

UCC-3 FINANCING STATEMENT AMENDMENTS (TERMINATIONS) — SCHEDULE AND FILED COPIES

3.1 Schedule of UCC-3 Termination Filings

The following table sets forth the UCC-3 financing statement amendments (terminations) that have been filed or are being filed in connection with the release of the security interests described in Section II of this Lien Release Package:

All UCC-3 termination filings listed above have been authorized by the Administrative Agent pursuant to Section 1.6 of the Master Release and Discharge Agreement and Section 9-509(d)(2) of the Uniform Commercial Code as adopted in the applicable jurisdiction.

3.2 Copies of Filed UCC-3 Termination Statements

File-stamped copies of each UCC-3 financing statement amendment (termination) filed with the Delaware Secretary of State and the California Secretary of State on July 9, 2024, are attached hereto as Exhibit A to this Lien Release Package.

To the extent that file-stamped copies are not yet available from the applicable filing offices as of the date of delivery of this Lien Release Package, acknowledgment copies or electronic filing confirmations are attached in lieu thereof, and file-stamped copies will be delivered promptly upon receipt from the filing offices.

The UCC-3 termination statements are cross-referenced to, and should be reviewed in conjunction with, the UCC-3 Termination Statements prepared by Calderwood & Harkness LLP on behalf of the Borrower and delivered as part of the broader closing document set for the Merger and the refinancing transaction.

SECTION IV

RELEASE OF PLEDGE OF EQUITY INTERESTS

Dated as of July 9, 2024

4.1 Description. This Release of Pledge of Equity Interests (this "Pledge Release") is delivered by Atlas Commercial Lending Corp., in its capacity as administrative agent and collateral agent under the Existing Credit Agreement, in connection with the full and final satisfaction and discharge of all obligations under the Existing Credit Agreement and the other Loan Documents. This Pledge Release confirms the release and termination of all pledges of equity interests in the Borrower's direct and indirect subsidiaries granted to Atlas pursuant to the Existing Pledge Agreement, dated as of March 15, 2021, among the Borrower, the Guarantors, and Atlas (as collateral agent).

4.2 Pledged Equity Interests Released

The following equity interests, which were pledged to Atlas pursuant to the Existing Pledge Agreement, are hereby unconditionally and irrevocably released from any and all pledges, security interests, liens, charges, and encumbrances in favor of Atlas, the Lenders, and the other Secured Parties:

(a) 100% of the issued and outstanding shares (being 10,000,000 ordinary shares of £1.00 each) in Cloudium Technologies UK Ltd., a private limited company incorporated under the laws of England and Wales (Company No. 11287456), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom;

(b) 100% of the issued and outstanding equity shares (being 5,000,000 equity shares of ₹10 each) in Cloudium Technologies India Pvt. Ltd., a private limited company incorporated under the laws of the Republic of India, with its registered office in Bangalore, Karnataka, India (CIN: U72200KA2018PTC112456);

(c) 100% of the share capital (being a nominal share capital of €500,000) in Cloudium Solutions GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany, with its registered office in Berlin, Germany (HRB 198745 B, Amtsgericht Charlottenburg); and

(d) any and all other subsidiary equity interests pledged to Atlas under the Existing Pledge Agreement or any supplement thereto, including any equity interests acquired after March 15, 2021 that were required to be pledged pursuant to the after-acquired property provisions of the Existing Pledge Agreement or the Existing Credit Agreement.

The release of the pledged equity interests includes all rights appurtenant thereto, including without limitation all dividends, distributions, liquidation proceeds, redemption payments, voting rights, preemptive rights, conversion rights, and all other economic, governance, and administrative rights associated with such equity interests.

4.3 Return of Certificates / Instruments

Atlas shall promptly (and in any event within five (5) business days following the Payoff Date) return or cause to be returned to the Borrower (or, at the Borrower's direction, to the Acquiror or its designee) the following:

(a) All original share certificates representing the equity interests in Cloudium Technologies UK Ltd., together with all blank stock transfer forms and signed but undated instruments of transfer held in connection with the pledge;

(b) All original share certificates representing the equity interests in Cloudium Technologies India Pvt. Ltd., together with all blank share transfer deeds (Form SH-4 or equivalent) and any associated powers of attorney held in connection with the pledge;

(c) All original share certificates (if any) representing the equity interests in Cloudium Solutions GmbH, together with any associated instruments of transfer. To the extent the equity interests in Cloudium Solutions GmbH are uncertificated and the pledge was effected by notarial deed, Atlas shall cooperate in the preparation and execution of a notarial release deed and shall deliver instructions to the managing directors (Geschäftsführer) of Cloudium Solutions GmbH to update the shareholders' list (Gesellschafterliste) filed at the commercial register (Handelsregister) of the Amtsgericht Charlottenburg to remove any notation of Atlas's pledge; and

(d) All other tangible items of Collateral (including instruments, documents, and certificates) held by Atlas in connection with the Existing Pledge Agreement.

For uncertificated interests, Atlas shall deliver all necessary instructions, consents, acknowledgments, and notices to the applicable registrar, transfer agent, company secretary, or managing director directing that any notation of Atlas's pledge, charge, or security interest be removed from the books, registers, and records of the applicable entity.

4.4 Confirmation. Atlas Commercial Lending Corp. hereby confirms that, effective as of the Release Effective Time, all pledges of equity interests under the Existing Pledge Agreement are released, terminated, and discharged, and Atlas has no further right, title, interest, security interest, lien, claim, or encumbrance in, to, or under any of the pledged equity interests described in Section 4.2 above or any other equity interests pledged pursuant to the Existing Pledge Agreement.

SECTION V

RELEASE OF INTELLECTUAL PROPERTY SECURITY INTERESTS

Dated as of July 9, 2024

5.1 Description. This Release of intellectual Property Security Interests (this "IP Release") is delivered by Atlas Commercial Lending Corp., in its capacity as administrative agent and collateral agent under the Existing Credit Agreement, in connection with the full and final satisfaction and discharge of all obligations under the Existing Credit Agreement and the other Loan Documents. This IP Release confirms the release and termination of all security interests in intellectual property granted pursuant to the Existing IP Security Agreement, dated as of March 15, 2021, among the Borrower, the applicable Guarantors, and Atlas (as collateral agent).

5.2 IP Collateral Released

The following categories of intellectual property, which were subject to the security interests granted under the Existing IP Security Agreement, are hereby unconditionally and irrevocably released from any and all security interests, liens, charges, and encumbrances in favor of Atlas, the Lenders, and the other Secured Parties:

(a) Patents and Patent Applications. All patents and patent applications (including utility patents, design patents, and provisional applications) owned by Cloudium Technologies plc and its subsidiaries in the United States and in foreign jurisdictions, as listed in Schedule A to the Existing IP Security Agreement (as supplemented from time to time), including without limitation all reissues, continuations, continuations-in-part, divisionals, extensions, and renewals thereof, and all rights to sue for past, present, and future infringement.

(b) Trademarks, Service Marks, and Trademark Applications. All trademarks, service marks, trade names, trade dress, logos, slogans, and other source identifiers, whether registered or unregistered, together with all trademark and service mark registrations and applications, including without limitation the "CLOUDIUM" mark (U.S. Reg. No. 5,987,321; UK Reg. No. UK00003456789), the "CLOUDIUM MESH" mark, and all related marks, together with all goodwill of the business symbolized by such marks.

(c) Copyrights and Copyright Registrations. All copyrights, copyright registrations, and copyright applications, whether registered or unregistered, in all works of authorship and mask works, including software, documentation, white papers, marketing materials, and audiovisual works, together with all rights to register and obtain renewals and extensions of such copyrights.

(d) Domain Names. All internet domain names owned by Cloudium Technologies plc and its subsidiaries, including without limitation cloudium.com, cloudium.co.uk, cloudium.de, cloudium.in, and all related, derivative, and subsidiary domain names.

(e) Trade Secrets and Proprietary Technology. All trade secrets, proprietary technology, know-how, inventions (whether patentable or not), algorithms, formulae, processes, methods, techniques, designs, drawings, blueprints, specifications, customer lists, supplier lists, pricing information, and other confidential and proprietary information.

(f) Software. All proprietary software owned by the Borrower and its subsidiaries, including source code, object code, firmware, development tools, databases, data compilations, and related documentation.

(g) Licenses and Proceeds. All licenses granted by or to the Borrower or any subsidiary with respect to any of the foregoing intellectual property, all royalties, fees, income, payments, and other monetary proceeds arising from the foregoing intellectual property, and all rights to sue for and collect damages for past, present, and future infringement, misappropriation, dilution, or other violation of any of the foregoing.

5.3 USPTO / UKIPO / Other Registry Filings

Atlas hereby authorizes, and shall cooperate in, the filing of releases, terminations, and discharges of the security interests in intellectual property with the following registries and offices:

(a) United States Patent and Trademark Office (USPTO). Recordation of a release of security interest in all patents, patent applications, trademarks, trademark registrations, and trademark applications of the Borrower and its subsidiaries that were subject to the security interests recorded at the USPTO in connection with the Loan Documents. The original recordation of the security interest was made at Reel 058291, Frame 0456 (patents) and Reel 058291, Frame 0512 (trademarks), and the release instruments are intended to terminate and discharge such recorded security interests in their entirety.

(b) United States Copyright Office. To the extent any security interests in copyrights were recorded at the United States Copyright Office, recordation of a release of such security interests.

(c) UK intellectual Property Office (UKIPO). Release and discharge of any security interests in UK-registered patents, trademarks, and designs recorded at the UKIPO in connection with the Loan Documents.

(d) Other Registries. Release and discharge of any security interests in intellectual property recorded at any other national or regional IP registry (including the European Union intellectual Property Office (EUIPO), the Indian Patent Office, the German Patent and Trade Mark Office (DPMA), and the World intellectual Property Organization (WIPO)) in connection with the Loan Documents.

Copies of the executed release instruments prepared for recordation with the USPTO, the UKIPO, and any other applicable IP registry are attached to this Lien Release Package as Exhibits C, D, and E.

5.4 Form of USPTO Release — Patents

The following constitutes the short-form release instrument suitable for recordation at the United States Patent and Trademark Office with respect to patents and patent applications:

RELEASE OF SECURITY INTEREST IN PATENTS

For Recordation at the United States Patent and Trademark Office

Secured Party / Releasor: Atlas Commercial Lending Corp., a Delaware corporation, having an address at 300 Vesey Street, New York, NY 10281.

Grantor / Releasee: Cloudium Technologies plc, a public limited company organized under the laws of England and Wales, having an address at 600 Townsend Street, Suite 800, San Francisco, CA 94103.

Reference to Original Recordation: Security Interest in Patents recorded at the United States Patent and Trademark Office on March 18, 2021, at Reel 058291, Frame 0456.

Statement of Release: Atlas Commercial Lending Corp. hereby releases, terminates, and discharges all right, title, and interest in and to the patents and patent applications identified in the above-referenced recordation and in Schedule A attached thereto, and any and all amendments, supplements, or additions thereto. This release is unconditional and irrevocable and is effective as of July 9, 2024.

Date: July 9, 2024

ATLAS COMMERCIAL LENDING CORP.

By: ________

Name: Victoria J. Blackwell

Title: Senior Vice President

Date: July 9, 2024

A separate but substantially similar release instrument for trademarks is attached as Exhibit D.

5.5 Form of UKIPO Release

To the extent that security interests in UK-registered intellectual property were recorded at the UK intellectual Property Office, a short-form release instrument has been prepared for recordation at the UKIPO. The form is substantially similar to the USPTO release set forth in Section 5.4 above, mutatis mutandis, and identifies Atlas Commercial Lending Corp. as the secured party, Cloudium Technologies plc as the grantor, references the original recordation at the UKIPO, and provides an unconditional release of all security interests in UK-registered patents, trademarks, and designs. A copy of the executed UKIPO release instrument is attached as Exhibit E.

SECTION VI

RELEASE OF DEPOSIT ACCOUNT CONTROL AGREEMENTS

6.1 Description. This Section VI sets forth the termination of all deposit account control agreements ("DACAs") entered into among Atlas Commercial Lending Corp. (as secured party), Cloudium Technologies plc or its subsidiaries (as account holders), and the respective depository banks, in connection with the Existing Credit Agreement. Pursuant to the DACAs, Atlas obtained "control" (within the meaning of Section 9-104 of the Uniform Commercial Code) over the deposit accounts of the Borrower and its subsidiaries in order to perfect the security interests granted under the Existing Security Agreement with respect to such deposit accounts.

Effective as of the Release Effective Time, Atlas's control over each such deposit account has ceased and each DACA is terminated in accordance with its terms.

6.2 Accounts Subject to Release

The following deposit accounts were subject to DACAs entered into in connection with the Loan Documents:

Account numbers are partially redacted for security purposes. Full account details are set forth in the termination notices delivered to each depository bank.

6.3 Termination Notices

Atlas has delivered (or is delivering simultaneously herewith) written termination notices to each depository bank listed in Section 6.2 above, instructing such depository bank that:

(a) the DACA among Atlas, the applicable account holder, and such depository bank is terminated effective immediately;

(b) Atlas's control over the applicable deposit account has ceased;

(c) the depository bank shall no longer comply with any instructions originated by Atlas with respect to such deposit account; and

(d) from and after the date of such termination notice, the depository bank shall comply solely with instructions originated by the account holder (or any successor agent designated by the account holder).

Copies of the termination notices delivered to each depository bank are attached to this Lien Release Package as Exhibit G.

SECTION VII

RELEASE OF SECURITIES ACCOUNT CONTROL AGREEMENTS

7.1 Description. This Section VII sets forth the termination of all securities account control agreements ("SACAs") entered into among Atlas Commercial Lending Corp. (as secured party), Cloudium Technologies plc or its subsidiaries (as account holders), and the respective securities intermediaries, in connection with the Existing Credit Agreement. Pursuant to the SACAs, Atlas obtained "control" (within the meaning of Section 9-106 of the Uniform Commercial Code) over the securities accounts and investment property of the Borrower and its subsidiaries in order to perfect the security interests granted under the Existing Security Agreement with respect to such accounts and investment property.

Effective as of the Release Effective Time, Atlas's control over each such securities account has ceased and each SACA is terminated in accordance with its terms.

7.2 Accounts Subject to Release

LIEN RELEASE PACKAGE
Delivered by
ATLAS COMMERCIAL LENDING CORP.
as Administrative Agent and Collateral Agent
in connection with the payoff and termination of all obligations under the
Credit Agreement dated as of March 15, 2021
among
Cloudium Technologies plc, as Borrower,
Atlas Commercial Lending Corp., as Administrative Agent and Collateral Agent,
and the Lenders party thereto
July 9, 2024
Prepared for delivery to:
Cloudium Technologies plc Solara Digital Infrastructure Fund VI LP Meridian Atlantic Bank, N.A. (as successor Administrative Agent under the new Credit Agreement)
Reference: Payoff Letter dated July 5, 2024
This Lien Release Package is delivered simultaneously with receipt of the Payoff Amount of $820,000,000 in immediately available funds.
Prepared by: Calderwood & Harkness LLP 125 Broad Street, New York, NY 10004
SECTION I
MASTER RELEASE AND DISCHARGE AGREEMENT
Dated as of July 9, 2024
1.1 Preamble and Recitals
THIS MASTER RELEASE AND DISCHARGE AGREEMENT (this "Release") is entered into as of July 9, 2024, by and among:
(1) ATLAS COMMERCIAL LENDING CORP., a Delaware corporation, with its principal offices located at 300 Vesey Street, New York, NY 10281 (the "Administrative Agent" or "Atlas"), acting in its capacity as administrative agent and collateral agent on behalf of itself and the Lenders (as defined in the Existing Credit Agreement, defined below) under the Existing Credit Agreement;
(2) CLOUDIUM TECHNOLOGIES PLC, a public limited company incorporated under the laws of England and Wales (Company No. 09734521), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its United States headquarters located at 600 Townsend Street, Suite 800, San Francisco, CA 94103 (the "Borrower");
(3) CLOUDIUM TECHNOLOGIES UK LTD., a private limited company incorporated under the laws of England and Wales (Company No. 11287456), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom ("Cloudium UK");
(4) CLOUDIUM TECHNOLOGIES INDIA PVT. LTD., a private limited company incorporated under the laws of the Republic of India with its registered office in Bangalore, Karnataka, India ("Cloudium India");
(5) CLOUDIUM SOLUTIONS GMBH, a Gesellschaft mit beschränkter Haftung (limited liability company) incorporated under the laws of the Federal Republic of Germany with its registered office in Berlin, Germany ("Cloudium Germany" and, together with Cloudium UK and Cloudium India, the "Guarantors"); and
(6) SOLARA DIGITAL INFRASTRUCTURE FUND VI LP, a Delaware limited partnership, acting by its general partner Solara Fund VI GP LLC, a Delaware limited liability company, with its principal offices at 9 West 57th Street, 42nd Floor, New York, NY 10019 (the "Acquiror").
The Administrative Agent, the Borrower, each Guarantor, and the Acquiror are referred to collectively herein as the "Parties" and each individually as a "Party."
RECITALS
WHEREAS:
A. The Borrower, the Administrative Agent, and the lenders from time to time party thereto (the "Lenders") entered into that certain Credit Agreement dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), pursuant to which the Lenders established in favor of the Borrower (i) a term loan facility in the original aggregate principal amount of $700,000,000 (the "Term Loan Facility") and (ii) a revolving credit facility in the aggregate commitment amount of $400,000,000 (the "Revolving Credit Facility" and, together with the Term Loan Facility, the "Credit Facilities"). In connection with the Existing Credit Agreement, the Borrower and the Guarantors executed and delivered various security agreements, pledge agreements, guarantees, intellectual property security agreements, control agreements, and other ancillary documents and instruments (collectively with the Existing Credit Agreement, the "Loan Documents").
B. As of the date hereof, the outstanding obligations of the Borrower under the Existing Credit Agreement consist of: (i) $620,000,000 in aggregate principal amount outstanding under the Term Loan Facility; (ii) $200,000,000 in aggregate principal amount drawn and outstanding under the Revolving Credit Facility (of the $400,000,000 total commitment amount thereunder); and (iii) accrued and unpaid interest, fees, reimbursement obligations, and expenses as more particularly set forth in the Payoff Letter (as defined below), which amounts together constitute the entirety of the obligations outstanding under the Loan Documents.
C. The aggregate amount required to satisfy and discharge in full all outstanding obligations of the Borrower and the Guarantors under the Existing Credit Agreement and the other Loan Documents is $820,000,000, plus accrued interest, fees, and expenses through and including the Payoff Date (as defined below) (the "Payoff Amount"), as more particularly specified in that certain Payoff Letter issued by the Administrative Agent dated as of July 5, 2024 (the "Payoff Letter"), a copy of which is attached hereto as Exhibit K.
D. The repayment of the Payoff Amount is being made in connection with the consummation of the reverse triangular merger (the "Merger") contemplated by that certain Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), by and among the Borrower, Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Acquiror ("Merger Sub"), and the Acquiror, pursuant to which Merger Sub will merge with and into the Borrower, with the Borrower surviving as a wholly owned subsidiary of the Acquiror. The consummation of the Merger constitutes a "Change of Control" under Section 8.01(k) of the Existing Credit Agreement, which triggers the mandatory prepayment obligations of the Borrower set forth in Section 2.05(b)(iii) of the Existing Credit Agreement.
E. Simultaneously with the delivery of this Release, the Administrative Agent has received (or is receiving contemporaneously herewith) payment in full of all obligations under the Loan Documents, in immediately available funds, by wire transfer of United States dollars in accordance with the wire instructions set forth in the Payoff Letter.
F. The Administrative Agent is executing and delivering this Release and the other release instruments contained in this Lien Release Package in order to evidence the release and discharge of all Liens on the Collateral and the satisfaction and termination of all obligations under the Loan Documents.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1.2 Definitions.  For purposes of this Release, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Release shall have the meanings ascribed to them in the Existing Credit Agreement.
"Collateral" means all assets, property (whether real, personal, or mixed), and equity interests subject to any Lien granted pursuant to the Existing Credit Agreement, the Existing Security Agreement, the Existing Pledge Agreement, the Existing IP Security Agreement, and any other Loan Document, including without limitation all property described in any UCC-1 financing statement filed in connection with the Loan Documents, all deposit accounts and securities accounts subject to any deposit account control agreement or securities account control agreement entered into pursuant to the Loan Documents, all intellectual property subject to any IP security agreement or IP lien filing, and all equity interests in any subsidiary of the Borrower pledged pursuant to the Existing Pledge Agreement.
"Existing Credit Agreement" means the Credit Agreement dated as of March 15, 2021, among the Borrower, the Administrative Agent, and the Lenders from time to time party thereto, as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof.
"Existing Security Agreement" means the Security Agreement dated as of March 15, 2021, executed by the Borrower and each Guarantor (as applicable) in favor of the Administrative Agent (as collateral agent for the benefit of the Secured Parties), pursuant to which the Borrower and each Guarantor granted security interests in substantially all of their respective personal property to secure the obligations under the Existing Credit Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
"Existing Pledge Agreement" means the Pledge Agreement dated as of March 15, 2021, executed by the Borrower in favor of the Administrative Agent (as collateral agent for the benefit of the Secured Parties), pursuant to which the Borrower pledged 100% of the equity interests in each of Cloudium UK, Cloudium India, and Cloudium Germany, as well as the equity interests in any other direct or indirect subsidiary of the Borrower required to be pledged pursuant to the Existing Credit Agreement, as amended, restated, supplemented, or otherwise modified from time to time.
"Existing IP Security Agreement" means the intellectual Property Security Agreement dated as of March 15, 2021, executed by the Borrower and each applicable Guarantor in favor of the Administrative Agent (as collateral agent for the benefit of the Secured Parties), granting security interests in patents, patent applications, trademarks, trademark applications, trademark registrations, service marks, copyrights, copyright registrations, domain names, trade secrets, and proprietary software owned by the Borrower and such Guarantors, as amended, restated, supplemented, or otherwise modified from time to time.
"Lien" means any mortgage, pledge, hypothecation, assignment for security purposes, deposit arrangement, security interest, lien (statutory or otherwise), charge, claim, preference, priority, or other encumbrance of any kind or nature whatsoever, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement or similar instrument under the Uniform Commercial Code or comparable law of any jurisdiction.
"Loan Documents" means, collectively, the Existing Credit Agreement, the Existing Security Agreement, the Existing Pledge Agreement, the Existing IP Security Agreement, each guarantee agreement, each deposit account control agreement, each securities account control agreement, each mortgage or deed of trust (if any), each promissory note, each fee letter, and all other agreements, instruments, documents, and certificates executed and delivered in connection with the Existing Credit Agreement, in each case as amended, restated, supplemented, or otherwise modified from time to time.
"Payoff Amount" means the aggregate amount required to satisfy, pay, and discharge in full all obligations, liabilities, and indebtedness of the Borrower and the Guarantors under the Existing Credit Agreement and the other Loan Documents, as set forth in the Payoff Letter dated July 5, 2024, which amount is equal to $820,000,000 plus accrued and unpaid interest, fees, and expenses calculated through and including the Payoff Date.
"Payoff Date" means July 9, 2024.
"Release Effective Time" means the date and time at which the Administrative Agent confirms receipt of the Payoff Amount in full in immediately available funds on the Payoff Date, which the Administrative Agent hereby confirms occurred at 11:47 a.m. (Eastern time) on July 9, 2024.
1.3 Release of Liens
Effective as of the Release Effective Time, the Administrative Agent, acting on behalf of itself and all Lenders and other Secured Parties under the Existing Credit Agreement, hereby unconditionally and irrevocably releases, terminates, and discharges each and every Lien on the Collateral granted, created, or arising under or in connection with any Loan Document, including without limitation:
(a) all security interests in personal property of the Borrower and the Guarantors, including without limitation security interests in accounts, chattel paper (whether tangible or electronic), commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles (including payment intangibles and software), goods (including inventory and equipment), instruments, investment property, letter-of-credit rights, securities accounts, supporting obligations, and all proceeds, products, accessions, rents, profits, and offspring of and from any and all of the foregoing, whether now owned or hereafter acquired, wherever located;
(b) all pledges of equity interests in (i) Cloudium Technologies UK Ltd. (Company No. 11287456), (ii) Cloudium Technologies India Pvt. Ltd., and (iii) Cloudium Solutions GmbH, and all other subsidiary equity interests pledged pursuant to the Existing Pledge Agreement, including all rights to dividends, distributions, liquidation proceeds, voting rights, and other economic and governance rights associated with such pledged equity interests;
(c) all security interests in intellectual property of the Borrower and the Guarantors, including without limitation patents, patent applications, invention disclosures, trademarks, trademark applications, trademark registrations, service marks, service mark applications, service mark registrations, trade names, trade dress, copyrights, copyright registrations, copyright applications, trade secrets, know-how, proprietary technology, domain names (including the domain name cloudium.com and all related and derivative domain names), software (including source code and object code), databases, and all licenses, royalties, income, fees, and other proceeds arising from any of the foregoing;
(d) all mortgages, deeds of trust, assignments of rents, and other real property liens or encumbrances, if any, granted in connection with the Loan Documents;
(e) all security interests, charges, debentures, and other encumbrances granted by the Borrower or any Guarantor under the laws of any jurisdiction outside the United States in connection with the Loan Documents, including without limitation fixed and floating charges under the laws of England and Wales, pledges and security assignments under the laws of the Federal Republic of Germany, and charges and pledges under the laws of the Republic of India; and
(f) all other Liens of any kind or nature whatsoever arising under, created by, or in connection with any Loan Document, whether now existing or hereafter arising, and whether or not specifically described in clauses (a) through (e) above.
The releases set forth in this Section 1.3 are effective immediately, automatically, and without the need for any further action by any party, and the Administrative Agent confirms that, from and after the Release Effective Time, the Administrative Agent and each Lender and Secured Party have no right, title, interest, or claim in, to, or under any of the Collateral.
1.4 Discharge of Obligations
Effective as of the Release Effective Time, all obligations, liabilities, and indebtedness of the Borrower and each Guarantor arising under or in connection with the Existing Credit Agreement and the other Loan Documents (including without limitation all obligations in respect of principal, interest, fees, premiums, reimbursement obligations, indemnification obligations (to the extent not surviving as set forth in Section 1.8), and expenses) are hereby fully, finally, and irrevocably satisfied, paid, and discharged. From and after the Release Effective Time, no further amounts are or shall be due or owing by the Borrower or any Guarantor to the Administrative Agent, any Lender, or any other Secured Party under or in connection with the Loan Documents.
Without limiting the generality of the foregoing:
(a) All commitments to extend credit under the Revolving Credit Facility (having an aggregate commitment amount of $400,000,000) are hereby permanently and irrevocably terminated, and no further loans, advances, or other extensions of credit may be made or requested thereunder.
(b) All outstanding letters of credit issued under the Existing Credit Agreement, if any, have been either (i) terminated and returned to the issuing bank for cancellation, (ii) cash collateralized in an amount equal to 105% of the aggregate undrawn face amount thereof (which cash collateral has been applied to the Payoff Amount or otherwise released), or (iii) backstopped by substitute letters of credit acceptable to the applicable issuing bank, in each case as contemplated by the Payoff Letter.
(c) All swap obligations, hedging obligations, and cash management obligations of the Borrower that constituted "Obligations" under the Existing Credit Agreement have been satisfied, terminated, or novated in accordance with their respective terms, and no further obligations remain in respect thereof.
1.5 Termination of Guarantees
Effective as of the Release Effective Time, each guarantee, guaranty agreement, guarantee and collateral agreement, or similar instrument executed and delivered by any Guarantor (including Cloudium Technologies UK Ltd., Cloudium Technologies India Pvt. Ltd., and Cloudium Solutions GmbH) in connection with the Loan Documents is hereby released, terminated, and discharged in its entirety. From and after the Release Effective Time, no Guarantor shall have any further obligation, liability, or responsibility under or in connection with any such guarantee or any other Loan Document, and the Administrative Agent and each Lender hereby release each Guarantor from all claims, demands, and causes of action arising under or in connection with such guarantees and the other Loan Documents (other than indemnification obligations that by their express terms survive termination as set forth in Section 1.8).
1.6 Authorization to File Termination Statements
The Administrative Agent hereby unconditionally and irrevocably authorizes the Borrower, the surviving entity resulting from the Merger, the Acquiror, Meridian Atlantic Bank, N.A. (in its capacity as the new administrative agent under that certain Credit Agreement dated as of July 9, 2024, among the Borrower, Meridian Atlantic Bank, N.A., as administrative agent, and the lenders party thereto), and their respective counsel (including Calderwood & Harkness LLP) to:
(a) prepare, execute (on behalf of the Administrative Agent as secured party, to the extent permitted by applicable law), and file UCC-3 financing statement amendments (terminations) with the Secretary of State of the State of Delaware, the Secretary of State of the State of California, and any and all other filing offices in the United States where UCC-1 financing statements were filed in connection with the Loan Documents, in order to terminate of record all such financing statements;
(b) prepare, execute, and file any and all analogous termination, release, or discharge filings in any jurisdiction outside the United States (including without limitation filings with UK Companies House, the UK intellectual Property Office, the Registrar of Companies in India, and the relevant commercial registers in Germany) in order to release of record all security interests, charges, and encumbrances created under the Loan Documents;
(c) file releases of security interests with the United States Patent and Trademark Office, the United States Copyright Office, the UK intellectual Property Office, and any other patent, trademark, copyright, or other intellectual property registry where security interests in the intellectual property of the Borrower or any Guarantor were recorded in connection with the Loan Documents; and
(d) take any and all other actions and execute any and all other documents, instruments, and filings reasonably necessary or desirable to evidence and effectuate the release of all Liens on the Collateral.
The Administrative Agent shall, at the reasonable request and expense of the Borrower or the Acquiror, promptly execute and deliver any additional instruments, documents, or filings that may be reasonably requested to further evidence the release, termination, and discharge of all Liens on the Collateral, including without limitation any additional UCC-3 termination statements, mortgage satisfactions, IP lien releases, and analogous instruments under the laws of any applicable jurisdiction.
1.7 Return of Collateral
The Administrative Agent shall promptly (and in any event within five (5) business days following the Payoff Date) return or cause to be returned to the Borrower (or, at the Borrower's direction, to the Acquiror or its designee) all original stock certificates, membership interest certificates, share certificates, promissory notes, instruments, and other tangible items of Collateral held by the Administrative Agent (or held by a custodian, depositary, or other agent on behalf of the Administrative Agent) in connection with the Loan Documents, including without limitation:
(a) all original share certificates (or equivalent instruments) representing 100% of the equity interests in Cloudium Technologies UK Ltd. (Company No. 11287456), together with all related blank stock transfer forms and irrevocable powers of attorney for transfer;
(b) all original share certificates (or equivalent instruments) representing 100% of the equity interests in Cloudium Technologies India Pvt. Ltd., together with all related blank share transfer deeds and ancillary instruments;
(c) all original share certificates (or equivalent instruments) representing 100% of the equity interests in Cloudium Solutions GmbH, or, to the extent such interests are uncertificated, confirmation that any notation of the Administrative Agent's pledge or security interest has been removed from the shareholders' list (Gesellschafterliste) maintained at the relevant commercial register (Handelsregister); and
(d) all other instruments, documents, and tangible property of the Borrower or any Guarantor held by the Administrative Agent or its agents as Collateral under the Loan Documents.
To the extent that any equity interests held as Collateral are uncertificated, the Administrative Agent shall deliver, or cause to be delivered, all necessary instructions, notices, and consents to the applicable registrar, transfer agent, or company secretary directing that any notation of the Administrative Agent's pledge, charge, or security interest be removed from the books and records of the applicable entity.
1.8 No Recourse; Finality
This Release is absolute, unconditional, and irrevocable, and shall not be subject to rescission, revocation, termination, or avoidance for any reason whatsoever. The Administrative Agent, on behalf of itself and each Lender and Secured Party under the Existing Credit Agreement, hereby releases, acquits, and forever discharges the Borrower, each Guarantor, the Acquiror, and their respective successors, assigns, affiliates, officers, directors, employees, agents, and representatives from any and all claims, demands, obligations, liabilities, causes of action, suits, judgments, damages, losses, costs, and expenses (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated) arising under, in connection with, or relating to the Existing Credit Agreement or any other Loan Document; provided, however, that this release shall not apply to (i) any indemnification obligations of the Borrower or any Guarantor that by their express terms survive the termination of the Existing Credit Agreement (including without limitation indemnification obligations under Section 10.04 of the Existing Credit Agreement), and (ii) any obligations of confidentiality that by their express terms survive termination.
For the avoidance of doubt, the survival of the indemnification and confidentiality obligations referenced in the preceding proviso shall not be construed to create or preserve any Lien on the Collateral, and no Lien on any Collateral shall secure any such surviving obligations.
1.9 Representations and Warranties of Atlas
The Administrative Agent hereby represents and warrants to the Borrower, the Guarantors, and the Acquiror as follows:
(a) Power and Authority. The Administrative Agent has full corporate power and authority to execute and deliver this Release, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance by the Administrative Agent of this Release have been duly authorized by all necessary corporate action on the part of the Administrative Agent.
(b) Enforceability. This Release has been duly executed and delivered by the Administrative Agent and constitutes the legal, valid, and binding obligation of the Administrative Agent, enforceable against the Administrative Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(c) Payoff Amount. The Payoff Amount set forth in the Payoff Letter represents the full and complete amount required to satisfy and discharge all obligations, liabilities, and indebtedness of the Borrower and the Guarantors under the Existing Credit Agreement and the other Loan Documents. No additional amounts are or will be owing to the Administrative Agent, any Lender, or any other Secured Party (other than the surviving indemnification and confidentiality obligations referenced in Section 1.8).
(d) No Assignment. The Administrative Agent has not assigned, transferred, conveyed, or otherwise disposed of any interest in the Liens being released pursuant to this Release (other than in connection with assignments of Lender interests under the Existing Credit Agreement, for which the Administrative Agent acted in its capacity as agent).
(e) No Other Liens. To the Administrative Agent's knowledge, no Lien on any Collateral exists in favor of the Administrative Agent or any Lender other than the Liens being released pursuant to this Release.
1.10 Governing Law
This Release and the rights and obligations of the Parties hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. This governing law provision is consistent with the governing law provision of the Existing Credit Agreement, and the Parties acknowledge and agree that the selection of New York law is appropriate and reasonable in light of the transactions contemplated by the Existing Credit Agreement and this Release.
1.11 Counterparts; Electronic Signatures
This Release may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Release by facsimile, by electronic mail in "portable document format" (.pdf) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall be effective as delivery of a manually executed counterpart hereof. The words "execution," "signed," "signature," and words of like import in this Release shall be deemed to include electronic signatures, which shall be of the same legal effect, validity, or enforceability as manually executed signatures, to the extent and as provided in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
1.12 Execution blocks
[Signature pages follow on Section XIV]
SECTION II
RELEASE OF SECURITY INTEREST IN PERSONAL PROPERTY (UCC COLLATERAL)
Dated as of July 9, 2024
2.1 Description.  This Release of Security Interest in Personal Property (this "UCC Release") is delivered by Atlas Commercial Lending Corp., a Delaware corporation ("Atlas" or the "Secured Party"), in its capacity as administrative agent and collateral agent under the Existing Credit Agreement (as defined in the Master Release and Discharge Agreement of even date herewith, Section I of this Lien Release Package), in connection with the full and final satisfaction and discharge of all obligations under the Existing Credit Agreement and the other Loan Documents. This UCC Release confirms the termination of all security interests granted by the Debtors (as identified below) in favor of the Secured Party in personal property, perfected by UCC-1 financing statements filed with the Secretaries of State of the applicable jurisdictions and/or by deposit account control agreements, securities account control agreements, and other methods of perfection.
2.2 Secured Party
Atlas Commercial Lending Corp. 300 Vesey Street New York, NY 10281 EIN: 13-4786290
Atlas acted as both the Administrative Agent and the Collateral Agent under the Existing Credit Agreement, holding all security interests for the ratable benefit of the Lenders and other Secured Parties under the Loan Documents.
2.3 Debtors.  
(a) Cloudium Technologies plc EIN: 83-2196754 Organizational ID (Delaware): 7891254
Address: 600 Townsend Street, Suite 800, San Francisco, CA 94103
Jurisdiction of Organization: England and Wales (registered to do business in the State of Delaware and the State of California)
(b) To the extent that any additional domestic subsidiaries of Cloudium Technologies plc were named as debtors on any UCC-1 financing statement filed in connection with the Loan Documents, such entities are also included as "Debtors" for purposes of this UCC Release.
2.4 Collateral Description
The security interests being released encompass all assets and property of the Debtors described in or covered by the UCC-1 financing statements filed in connection with the Loan Documents, including but not limited to the following:
All accounts; all chattel paper (whether tangible or electronic); all commercial tort claims (as identified in the Existing Security Agreement and any supplements thereto); all deposit accounts; all documents; all equipment; all fixtures; all general intangibles (including without limitation payment intangibles and software); all goods (including inventory, equipment, and farm products, if any); all instruments (including promissory notes); all investment property (including securities, securities entitlements, securities accounts, commodity contracts, and commodity accounts); all letter-of-credit rights; all money; all supporting obligations; and all proceeds, products, accessions, rents, profits, and offspring of and from any and all of the foregoing, whether now owned or hereafter acquired, and wherever located.
The foregoing collateral description is intended to correspond to the collateral descriptions set forth in the UCC-1 financing statements identified in Section 2.5 below and in the Existing Security Agreement.
2.5 Reference to UCC Financing Statements
The following UCC-1 financing statements were filed in connection with the Loan Documents and are being terminated by corresponding UCC-3 financing statement amendments (terminations), which have been or are being filed simultaneously herewith:
In addition, to the extent any UCC-1 financing statement amendments (including continuation statements) were filed subsequent to the initial filings listed above, such amendments are also being terminated by the corresponding UCC-3 termination filings. Copies of all filed UCC-3 financing statement amendments (terminations) are attached to Section III of this Lien Release Package as Exhibit A.
2.6 Confirmation of Release
Atlas Commercial Lending Corp. hereby confirms that, effective as of the Release Effective Time (as defined in the Master Release and Discharge Agreement), it has no further security interest, lien, claim, or encumbrance of any kind in any of the Collateral described above or in any other personal property of the Debtors. All security interests granted pursuant to the Existing Security Agreement and perfected by the UCC-1 financing statements identified in Section 2.5 above are hereby released, terminated, and discharged in their entirety. The Secured Party disclaims any right, title, or interest in or to the Collateral from and after the Release Effective Time.
SECTION III
UCC-3 FINANCING STATEMENT AMENDMENTS (TERMINATIONS) — SCHEDULE AND FILED COPIES
3.1 Schedule of UCC-3 Termination Filings
The following table sets forth the UCC-3 financing statement amendments (terminations) that have been filed or are being filed in connection with the release of the security interests described in Section II of this Lien Release Package:
All UCC-3 termination filings listed above have been authorized by the Administrative Agent pursuant to Section 1.6 of the Master Release and Discharge Agreement and Section 9-509(d)(2) of the Uniform Commercial Code as adopted in the applicable jurisdiction.
3.2 Copies of Filed UCC-3 Termination Statements
File-stamped copies of each UCC-3 financing statement amendment (termination) filed with the Delaware Secretary of State and the California Secretary of State on July 9, 2024, are attached hereto as Exhibit A to this Lien Release Package.
To the extent that file-stamped copies are not yet available from the applicable filing offices as of the date of delivery of this Lien Release Package, acknowledgment copies or electronic filing confirmations are attached in lieu thereof, and file-stamped copies will be delivered promptly upon receipt from the filing offices.
The UCC-3 termination statements are cross-referenced to, and should be reviewed in conjunction with, the UCC-3 Termination Statements prepared by Calderwood & Harkness LLP on behalf of the Borrower and delivered as part of the broader closing document set for the Merger and the refinancing transaction.
SECTION IV
RELEASE OF PLEDGE OF EQUITY INTERESTS
Dated as of July 9, 2024
4.1 Description.  This Release of Pledge of Equity Interests (this "Pledge Release") is delivered by Atlas Commercial Lending Corp., in its capacity as administrative agent and collateral agent under the Existing Credit Agreement, in connection with the full and final satisfaction and discharge of all obligations under the Existing Credit Agreement and the other Loan Documents. This Pledge Release confirms the release and termination of all pledges of equity interests in the Borrower's direct and indirect subsidiaries granted to Atlas pursuant to the Existing Pledge Agreement, dated as of March 15, 2021, among the Borrower, the Guarantors, and Atlas (as collateral agent).
4.2 Pledged Equity Interests Released
The following equity interests, which were pledged to Atlas pursuant to the Existing Pledge Agreement, are hereby unconditionally and irrevocably released from any and all pledges, security interests, liens, charges, and encumbrances in favor of Atlas, the Lenders, and the other Secured Parties:
(a) 100% of the issued and outstanding shares (being 10,000,000 ordinary shares of £1.00 each) in Cloudium Technologies UK Ltd., a private limited company incorporated under the laws of England and Wales (Company No. 11287456), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom;
(b) 100% of the issued and outstanding equity shares (being 5,000,000 equity shares of ₹10 each) in Cloudium Technologies India Pvt. Ltd., a private limited company incorporated under the laws of the Republic of India, with its registered office in Bangalore, Karnataka, India (CIN: U72200KA2018PTC112456);
(c) 100% of the share capital (being a nominal share capital of €500,000) in Cloudium Solutions GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany, with its registered office in Berlin, Germany (HRB 198745 B, Amtsgericht Charlottenburg); and
(d) any and all other subsidiary equity interests pledged to Atlas under the Existing Pledge Agreement or any supplement thereto, including any equity interests acquired after March 15, 2021 that were required to be pledged pursuant to the after-acquired property provisions of the Existing Pledge Agreement or the Existing Credit Agreement.
The release of the pledged equity interests includes all rights appurtenant thereto, including without limitation all dividends, distributions, liquidation proceeds, redemption payments, voting rights, preemptive rights, conversion rights, and all other economic, governance, and administrative rights associated with such equity interests.
4.3 Return of Certificates / Instruments
Atlas shall promptly (and in any event within five (5) business days following the Payoff Date) return or cause to be returned to the Borrower (or, at the Borrower's direction, to the Acquiror or its designee) the following:
(a) All original share certificates representing the equity interests in Cloudium Technologies UK Ltd., together with all blank stock transfer forms and signed but undated instruments of transfer held in connection with the pledge;
(b) All original share certificates representing the equity interests in Cloudium Technologies India Pvt. Ltd., together with all blank share transfer deeds (Form SH-4 or equivalent) and any associated powers of attorney held in connection with the pledge;
(c) All original share certificates (if any) representing the equity interests in Cloudium Solutions GmbH, together with any associated instruments of transfer. To the extent the equity interests in Cloudium Solutions GmbH are uncertificated and the pledge was effected by notarial deed, Atlas shall cooperate in the preparation and execution of a notarial release deed and shall deliver instructions to the managing directors (Geschäftsführer) of Cloudium Solutions GmbH to update the shareholders' list (Gesellschafterliste) filed at the commercial register (Handelsregister) of the Amtsgericht Charlottenburg to remove any notation of Atlas's pledge; and
(d) All other tangible items of Collateral (including instruments, documents, and certificates) held by Atlas in connection with the Existing Pledge Agreement.
For uncertificated interests, Atlas shall deliver all necessary instructions, consents, acknowledgments, and notices to the applicable registrar, transfer agent, company secretary, or managing director directing that any notation of Atlas's pledge, charge, or security interest be removed from the books, registers, and records of the applicable entity.
4.4 Confirmation.  Atlas Commercial Lending Corp. hereby confirms that, effective as of the Release Effective Time, all pledges of equity interests under the Existing Pledge Agreement are released, terminated, and discharged, and Atlas has no further right, title, interest, security interest, lien, claim, or encumbrance in, to, or under any of the pledged equity interests described in Section 4.2 above or any other equity interests pledged pursuant to the Existing Pledge Agreement.
SECTION V
RELEASE OF INTELLECTUAL PROPERTY SECURITY INTERESTS
Dated as of July 9, 2024
5.1 Description.  This Release of intellectual Property Security Interests (this "IP Release") is delivered by Atlas Commercial Lending Corp., in its capacity as administrative agent and collateral agent under the Existing Credit Agreement, in connection with the full and final satisfaction and discharge of all obligations under the Existing Credit Agreement and the other Loan Documents. This IP Release confirms the release and termination of all security interests in intellectual property granted pursuant to the Existing IP Security Agreement, dated as of March 15, 2021, among the Borrower, the applicable Guarantors, and Atlas (as collateral agent).
5.2 IP Collateral Released
The following categories of intellectual property, which were subject to the security interests granted under the Existing IP Security Agreement, are hereby unconditionally and irrevocably released from any and all security interests, liens, charges, and encumbrances in favor of Atlas, the Lenders, and the other Secured Parties:
(a) Patents and Patent Applications. All patents and patent applications (including utility patents, design patents, and provisional applications) owned by Cloudium Technologies plc and its subsidiaries in the United States and in foreign jurisdictions, as listed in Schedule A to the Existing IP Security Agreement (as supplemented from time to time), including without limitation all reissues, continuations, continuations-in-part, divisionals, extensions, and renewals thereof, and all rights to sue for past, present, and future infringement.
(b) Trademarks, Service Marks, and Trademark Applications. All trademarks, service marks, trade names, trade dress, logos, slogans, and other source identifiers, whether registered or unregistered, together with all trademark and service mark registrations and applications, including without limitation the "CLOUDIUM" mark (U.S. Reg. No. 5,987,321; UK Reg. No. UK00003456789), the "CLOUDIUM MESH" mark, and all related marks, together with all goodwill of the business symbolized by such marks.
(c) Copyrights and Copyright Registrations. All copyrights, copyright registrations, and copyright applications, whether registered or unregistered, in all works of authorship and mask works, including software, documentation, white papers, marketing materials, and audiovisual works, together with all rights to register and obtain renewals and extensions of such copyrights.
(d) Domain Names. All internet domain names owned by Cloudium Technologies plc and its subsidiaries, including without limitation cloudium.com, cloudium.co.uk, cloudium.de, cloudium.in, and all related, derivative, and subsidiary domain names.
(e) Trade Secrets and Proprietary Technology. All trade secrets, proprietary technology, know-how, inventions (whether patentable or not), algorithms, formulae, processes, methods, techniques, designs, drawings, blueprints, specifications, customer lists, supplier lists, pricing information, and other confidential and proprietary information.
(f) Software. All proprietary software owned by the Borrower and its subsidiaries, including source code, object code, firmware, development tools, databases, data compilations, and related documentation.
(g) Licenses and Proceeds. All licenses granted by or to the Borrower or any subsidiary with respect to any of the foregoing intellectual property, all royalties, fees, income, payments, and other monetary proceeds arising from the foregoing intellectual property, and all rights to sue for and collect damages for past, present, and future infringement, misappropriation, dilution, or other violation of any of the foregoing.
5.3 USPTO / UKIPO / Other Registry Filings
Atlas hereby authorizes, and shall cooperate in, the filing of releases, terminations, and discharges of the security interests in intellectual property with the following registries and offices:
(a) United States Patent and Trademark Office (USPTO). Recordation of a release of security interest in all patents, patent applications, trademarks, trademark registrations, and trademark applications of the Borrower and its subsidiaries that were subject to the security interests recorded at the USPTO in connection with the Loan Documents. The original recordation of the security interest was made at Reel 058291, Frame 0456 (patents) and Reel 058291, Frame 0512 (trademarks), and the release instruments are intended to terminate and discharge such recorded security interests in their entirety.
(b) United States Copyright Office. To the extent any security interests in copyrights were recorded at the United States Copyright Office, recordation of a release of such security interests.
(c) UK intellectual Property Office (UKIPO). Release and discharge of any security interests in UK-registered patents, trademarks, and designs recorded at the UKIPO in connection with the Loan Documents.
(d) Other Registries. Release and discharge of any security interests in intellectual property recorded at any other national or regional IP registry (including the European Union intellectual Property Office (EUIPO), the Indian Patent Office, the German Patent and Trade Mark Office (DPMA), and the World intellectual Property Organization (WIPO)) in connection with the Loan Documents.
Copies of the executed release instruments prepared for recordation with the USPTO, the UKIPO, and any other applicable IP registry are attached to this Lien Release Package as Exhibits C, D, and E.
5.4 Form of USPTO Release — Patents
The following constitutes the short-form release instrument suitable for recordation at the United States Patent and Trademark Office with respect to patents and patent applications:
RELEASE OF SECURITY INTEREST IN PATENTS
For Recordation at the United States Patent and Trademark Office
Secured Party / Releasor: Atlas Commercial Lending Corp., a Delaware corporation, having an address at 300 Vesey Street, New York, NY 10281.
Grantor / Releasee: Cloudium Technologies plc, a public limited company organized under the laws of England and Wales, having an address at 600 Townsend Street, Suite 800, San Francisco, CA 94103.
Reference to Original Recordation: Security Interest in Patents recorded at the United States Patent and Trademark Office on March 18, 2021, at Reel 058291, Frame 0456.
Statement of Release: Atlas Commercial Lending Corp. hereby releases, terminates, and discharges all right, title, and interest in and to the patents and patent applications identified in the above-referenced recordation and in Schedule A attached thereto, and any and all amendments, supplements, or additions thereto. This release is unconditional and irrevocable and is effective as of July 9, 2024.
Date: July 9, 2024
ATLAS COMMERCIAL LENDING CORP.
By: ________
Name: Victoria J. Blackwell
Title: Senior Vice President
Date: July 9, 2024
A separate but substantially similar release instrument for trademarks is attached as Exhibit D.
5.5 Form of UKIPO Release
To the extent that security interests in UK-registered intellectual property were recorded at the UK intellectual Property Office, a short-form release instrument has been prepared for recordation at the UKIPO. The form is substantially similar to the USPTO release set forth in Section 5.4 above, mutatis mutandis, and identifies Atlas Commercial Lending Corp. as the secured party, Cloudium Technologies plc as the grantor, references the original recordation at the UKIPO, and provides an unconditional release of all security interests in UK-registered patents, trademarks, and designs. A copy of the executed UKIPO release instrument is attached as Exhibit E.
SECTION VI
RELEASE OF DEPOSIT ACCOUNT CONTROL AGREEMENTS
6.1 Description.  This Section VI sets forth the termination of all deposit account control agreements ("DACAs") entered into among Atlas Commercial Lending Corp. (as secured party), Cloudium Technologies plc or its subsidiaries (as account holders), and the respective depository banks, in connection with the Existing Credit Agreement. Pursuant to the DACAs, Atlas obtained "control" (within the meaning of Section 9-104 of the Uniform Commercial Code) over the deposit accounts of the Borrower and its subsidiaries in order to perfect the security interests granted under the Existing Security Agreement with respect to such deposit accounts.
Effective as of the Release Effective Time, Atlas's control over each such deposit account has ceased and each DACA is terminated in accordance with its terms.
6.2 Accounts Subject to Release
The following deposit accounts were subject to DACAs entered into in connection with the Loan Documents:
Account numbers are partially redacted for security purposes. Full account details are set forth in the termination notices delivered to each depository bank.
6.3 Termination Notices
Atlas has delivered (or is delivering simultaneously herewith) written termination notices to each depository bank listed in Section 6.2 above, instructing such depository bank that:
(a) the DACA among Atlas, the applicable account holder, and such depository bank is terminated effective immediately;
(b) Atlas's control over the applicable deposit account has ceased;
(c) the depository bank shall no longer comply with any instructions originated by Atlas with respect to such deposit account; and
(d) from and after the date of such termination notice, the depository bank shall comply solely with instructions originated by the account holder (or any successor agent designated by the account holder).
Copies of the termination notices delivered to each depository bank are attached to this Lien Release Package as Exhibit G.
SECTION VII
RELEASE OF SECURITIES ACCOUNT CONTROL AGREEMENTS
7.1 Description.  This Section VII sets forth the termination of all securities account control agreements ("SACAs") entered into among Atlas Commercial Lending Corp. (as secured party), Cloudium Technologies plc or its subsidiaries (as account holders), and the respective securities intermediaries, in connection with the Existing Credit Agreement. Pursuant to the SACAs, Atlas obtained "control" (within the meaning of Section 9-106 of the Uniform Commercial Code) over the securities accounts and investment property of the Borrower and its subsidiaries in order to perfect the security interests granted under the Existing Security Agreement with respect to such accounts and investment property.
Effective as of the Release Effective Time, Atlas's control over each such securities account has ceased and each SACA is terminated in accordance with its terms.
7.2 Accounts Subject to Release
The following securities and brokerage accounts were subject to SACAs entered into in connection with the Loan Documents:
Account numbers are partially redacted for security purposes. Full account details are set forth in the termination notices delivered to each securities intermediary.
7.3 Termination Notices
Atlas has delivered (or is delivering simultaneously herewith) written termination notices to each securities intermediary listed in Section 7.2 above, instructing such securities intermediary that:
(a) the SACA among Atlas, the applicable account holder, and such securities intermediary is terminated effective immediately;
(b) Atlas's control over the applicable securities account has ceased;
(c) the securities intermediary shall no longer comply with entitlement orders or other instructions originated by Atlas with respect to such securities account; and
(d) from and after the date of such termination notice, the securities intermediary shall comply solely with entitlement orders and other instructions originated by the account holder (or any successor agent designated by the account holder).
Copies of the termination notices delivered to each securities intermediary are attached to this Lien Release Package as Exhibit H.
SECTION VIII
RELEASE OF ANY REAL PROPERTY LIENS (IF APPLICABLE)
8.1 Description.  This Section VIII addresses the release and discharge of any mortgages, deeds of trust, assignments of rents, or other real property liens or encumbrances that may have been granted in favor of Atlas Commercial Lending Corp. in connection with the Existing Credit Agreement and the other Loan Documents.
8.2 Confirmation — No Real Property Liens
After a thorough review of the Loan Documents and the records maintained by the Administrative Agent, Atlas Commercial Lending Corp. hereby confirms that no mortgages, deeds of trust, assignments of rents, or other real property liens or encumbrances were granted by the Borrower or any Guarantor in favor of the Administrative Agent or any Lender in connection with the Existing Credit Agreement or any other Loan Document. Accordingly, no real property lien releases, satisfactions of mortgage, reconveyance deeds, or similar instruments are required to be executed, delivered, or recorded in connection with the release and discharge of the obligations under the Loan Documents.
For the avoidance of doubt, the Borrower's leasehold interests in its office premises located at 600 Townsend Street, Suite 800, San Francisco, California 94103, and at 45 Broadwick Street, London W1F 0DB, United Kingdom, were not encumbered by any mortgage, deed of trust, or other real property lien in favor of the Administrative Agent. Similarly, no real property interests of any Guarantor were encumbered by any such lien.
In the event that any real property filing, recording, or registration was inadvertently made in connection with the Loan Documents that purports to encumber any real property of the Borrower or any Guarantor, the Administrative Agent hereby authorizes the Borrower, the Acquiror, or their counsel to prepare, execute on behalf of the Administrative Agent (to the extent permitted by applicable law), and record any satisfaction of mortgage, reconveyance deed, release, or discharge instrument necessary to remove such filing from the public records.
SECTION IX
RELEASE OF UK SECURITY INTERESTS
Dated as of July 9, 2024
9.1 Description.  This Section IX addresses the release and discharge of any security interests, charges, debentures, or other encumbrances granted by Cloudium Technologies plc (Company No. 09734521) and/or Cloudium Technologies UK Ltd. (Company No. 11287456) in favor of Atlas Commercial Lending Corp. under the laws of England and Wales in connection with the Existing Credit Agreement and the other Loan Documents.
In connection with the Existing Credit Agreement, Cloudium Technologies UK Ltd. granted a debenture in favor of Atlas (as collateral agent) dated March 15, 2021 (the "UK Debenture"), creating fixed and floating charges over substantially all of the assets and undertaking of Cloudium Technologies UK Ltd. The UK Debenture was registered as a charge at UK Companies House against Cloudium Technologies UK Ltd. (Charge Code: MR01-011287456-0001) and against Cloudium Technologies plc (Charge Code: MR01-009734521-0001) on or about March 18, 2021.
9.2 UK Companies House Filings
In connection with the satisfaction and discharge of all obligations under the Loan Documents, Atlas shall deliver (or has delivered) the following filings to UK Companies House:
(a) Form MR04 — Cloudium Technologies plc (Company No. 09734521). A Statement of Satisfaction in full of charge (Form MR04) confirming that the charge registered against Cloudium Technologies plc (Charge Code: MR01-009734521-0001) has been satisfied in full and requesting that the Registrar of Companies enter a memorandum of satisfaction on the register.
(b) Form MR04 — Cloudium Technologies UK Ltd. (Company No. 11287456). A Statement of Satisfaction in full of charge (Form MR04) confirming that the charge registered against Cloudium Technologies UK Ltd. (Charge Code: MR01-011287456-0001) has been satisfied in full and requesting that the Registrar of Companies enter a memorandum of satisfaction on the register.
Copies of the executed Form MR04 filings are attached to this Lien Release Package as Exhibit F. The Borrower and the Acquiror are authorized to submit such forms to Companies House for registration.
9.3 Release of Debenture
Atlas Commercial Lending Corp., in its capacity as collateral agent under the Existing Credit Agreement, hereby executes and delivers a formal Deed of Release releasing and discharging all fixed and floating charges created by the UK Debenture dated March 15, 2021, granted by Cloudium Technologies UK Ltd. in favor of Atlas. The Deed of Release confirms that:
(a) all obligations secured by the UK Debenture have been satisfied and discharged in full;
(b) all fixed charges over the assets of Cloudium Technologies UK Ltd., including charges over book debts, intellectual property, plant and machinery, and interests in land (if any), are hereby released;
(c) all floating charges over the undertaking and assets of Cloudium Technologies UK Ltd. are hereby released and shall cease to be operative; and
(d) Atlas has no further right, title, interest, or claim under the UK Debenture or in respect of any assets of Cloudium Technologies UK Ltd. or Cloudium Technologies plc.
The Deed of Release has been executed as a deed by Atlas Commercial Lending Corp., acting by its authorized signatory, in the presence of a witness, in accordance with the requirements of the Companies Act 2006 and applicable English law. A copy of the executed Deed of Release is included in this Lien Release Package.
SECTION X
RELEASE OF SECURITY INTERESTS IN OTHER JURISDICTIONS
10.1 India.  Release of Indian Security Interests — Cloudium Technologies India Pvt. Ltd.
In connection with the Existing Credit Agreement, Cloudium Technologies India Pvt. Ltd. ("Cloudium India") granted certain security interests, charges, and pledges in favor of Atlas Commercial Lending Corp. (as collateral agent) in respect of its assets located in the Republic of India. Such security interests may have included:
(a) a pledge over the equity shares of Cloudium India held by the Borrower;
(b) a charge over the movable and immovable assets of Cloudium India, to the extent registered with the Registrar of Companies, Karnataka; and
(c) any hypothecation, assignment, or other encumbrance over current assets, book debts, receivables, and other properties of Cloudium India.
In connection with the satisfaction and discharge of all obligations under the Loan Documents, Atlas shall cooperate in the following filings and actions:
(i) Satisfaction of Charge. Filing of a satisfaction of charge (Form CHG-4 under the Companies Act, 2013) with the Registrar of Companies, Bangalore, Karnataka, confirming that all charges registered against Cloudium India in favor of Atlas have been satisfied in full.
(ii) Release of Share Pledge. Execution and delivery of a deed of release or termination notice with respect to the pledge over the equity shares of Cloudium India, together with the return of all original share certificates, blank share transfer deeds, and irrevocable powers of attorney held in connection with the share pledge.
(iii) Other Filings. Such other filings, registrations, and notifications as may be required under the Companies Act, 2013, the Indian Contract Act, 1872, the Transfer of Property Act, 1882, or any other applicable Indian law to release of record the security interests and charges granted by Cloudium India in connection with the Loan Documents.
Copies of the executed release instruments and satisfaction of charge forms are attached to this Lien Release Package as Exhibit I.
10.2 Germany.  Release of German Security Interests — Cloudium Solutions GmbH
In connection with the Existing Credit Agreement, Cloudium Solutions GmbH ("Cloudium Germany") granted certain security interests and pledges in favor of Atlas Commercial Lending Corp. (as collateral agent) in respect of its assets located in the Federal Republic of Germany. Such security interests may have included:
(a) a security assignment (Sicherungsabtretung) of receivables, contractual claims, and other assets of Cloudium Germany in favor of Atlas;
(b) a pledge (Verpfändung) over the bank accounts of Cloudium Germany maintained at German banks;
(c) a pledge over the share capital of Cloudium Germany, effected by notarial deed in accordance with § 1274 BGB and § 15 GmbHG; and
(d) any other security interest, encumbrance, or agreement creating collateral r

LIEN RELEASE PACKAGE

ATLAS COMMERCIAL LENDING CORP.

SECTION I

MASTER RELEASE AND DISCHARGE AGREEMENT

RECITALS

WHEREAS:

SECTION II

RELEASE OF SECURITY INTEREST IN PERSONAL PROPERTY (UCC COLLATERAL)

SECTION III

SECTION IV

RELEASE OF PLEDGE OF EQUITY INTERESTS

SECTION V

RELEASE OF INTELLECTUAL PROPERTY SECURITY INTERESTS

RELEASE OF SECURITY INTEREST IN PATENTS

ATLAS COMMERCIAL LENDING CORP.

SECTION VI

RELEASE OF DEPOSIT ACCOUNT CONTROL AGREEMENTS

SECTION VII

RELEASE OF SECURITIES ACCOUNT CONTROL AGREEMENTS

Record

Parties

Dates

Amounts