1041-00003 · Solara Digital Infrastructure LP · Closing

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Contract analysis Extract to table

CONFIDENTIAL

ATLAS COMMERCIAL LENDING CORP. 300 Vesey Street New York, NY 10281

July 5, 2024

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

Cloudium Technologies plc 45 Broadwick Street London W1F 0DB United Kingdom

Attention: Nadia Chowdhury, General Counsel

Attention: Sienna Whitfield, Chief Financial Officer

Solara Digital Infrastructure Fund VI LP 1200 Market Street, Suite 3400 Wilmington, DE 19801

Attention: Marcus Elliston, Managing Partner

Attention: Priya Narasimhan, Co-Managing Partner & Chief Investment Officer

Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022

Attention: Harrison Wexford, Partner

Attention: Tiffany Rosenthal, Associate

Meridian Atlantic Bank, N.A. 383 Madison Avenue New York, NY 10179

Attention: Graham Whitaker, Managing Director, Leveraged Finance

(as incoming Administrative Agent under the New Credit Facilities)

Re: Payoff Letter — Credit Agreement dated as of March 15, 2021 (the "Existing Credit Agreement"), among Cloudium Technologies plc, as Borrower, Atlas Commercial Lending Corp., as Administrative Agent, and the Lenders Party Thereto

Ladies and Gentlemen:

1. RECITALS AND BACKGROUND

Reference is made to 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"), among Cloudium Technologies plc, a public limited company organized under the laws of England and Wales (Company No. 09734521; U.S. Employer Identification Number 83-2196754) (the "Borrower" or "Cloudium"), Atlas Commercial Lending Corp., a Delaware corporation ("Atlas"), in its capacity as Administrative Agent for the Lenders (in such capacity, the "Administrative Agent"), and the several financial institutions from time to time party thereto as lenders (collectively, the "Lenders" and, together with the Administrative Agent, the "Secured Parties"). Unless otherwise defined herein, capitalized terms used in this Payoff Letter shall have the meanings ascribed to them in the Existing Credit Agreement.

Pursuant to the Existing Credit Agreement, the Lenders made available to the Borrower, and the Borrower incurred, the following credit facilities:

(a) Term Loan Facility. A term loan facility in an original aggregate principal amount of Six Hundred Twenty Million Dollars ($620,000,000.00) (the "Term Loan Facility"), bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 250 basis points (2.50%), with a stated maturity date of March 15, 2028. As of the date hereof, the entire original principal amount of $620,000,000.00 remains outstanding under the Term Loan Facility, no scheduled amortization payments having reduced the outstanding principal balance prior to the date hereof other than those reflected in the outstanding principal balance stated herein.

(b) Revolving Credit Facility. A revolving credit facility with aggregate commitments of Four Hundred Million Dollars ($400,000,000.00) (the "Revolving Credit Facility"), bearing interest on drawn amounts at a rate per annum equal to the Adjusted Term SOFR Rate plus 250 basis points (2.50%), with a stated maturity date of March 15, 2026. As of the date hereof, Two Hundred Million Dollars ($200,000,000.00) in aggregate principal amount of revolving loans is outstanding under the Revolving Credit Facility, and Two Hundred Million Dollars ($200,000,000.00) of the revolving credit commitments remains undrawn and available.

The Term Loan Facility and the Revolving Credit Facility are collectively referred to herein as the "Facilities."

The Administrative Agent and the Lenders have been advised that the Borrower has entered into that certain Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Borrower formed for purposes of effectuating the transaction ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Solara"), pursuant to which Merger Sub will merge with and into Cloudium in a reverse triangular merger, with Cloudium surviving as the continuing entity and becoming a direct or indirect portfolio company of Solara (the "Merger"). The consummation of the Merger constitutes a "Change of Control" as defined in Section 8.01(j) of the Existing Credit Agreement, which triggers a mandatory prepayment obligation pursuant to Section 2.11(c) of the Existing Credit Agreement requiring the repayment in full of all outstanding obligations under the Facilities upon consummation of such Change of Control.

This Payoff Letter (this "Letter") is being delivered in connection with the anticipated closing of the Merger (the date on which such closing occurs, the "Payoff Date"), which is expected to occur on or about July 9, 2024. This Letter sets forth: (i) the amounts required to satisfy in full all Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and the other Loan Documents as of the Payoff Date; (ii) the wire transfer instructions for remittance of such amounts to the Administrative Agent; and (iii) the actions that the Administrative Agent will take upon receipt of such amounts in full, including the release of all Liens and security interests granted in connection with the Existing Credit Agreement and the related Loan Documents.

2. PAYOFF AMOUNTS

Set forth below are the amounts that must be paid to the Administrative Agent, for the account of the Secured Parties, in order to satisfy in full all Obligations under the Existing Credit Agreement and the other Loan Documents as of 11:59 P.M. (Eastern Time) on July 9, 2024 (the anticipated Payoff Date). A detailed breakdown of each component is set forth in Attachment A attached hereto.

2.1 Term Loan Facility Payoff

(a) Outstanding Principal Balance: $620,000,000.00

(b) Accrued and Unpaid Interest: Interest has been calculated on the outstanding principal balance of $620,000,000.00 at the applicable interest rate of Adjusted Term SOFR (5.33% as of the last SOFR reset date) plus 250 basis points, for an all-in rate of 7.83% per annum, accrued from and including the last interest payment date through and including July 9, 2024 (the anticipated Payoff Date). The accrued and unpaid interest on the Term Loan Facility through July 9, 2024 is $2,683,716.67. The per diem interest amount with respect to the Term Loan Facility is $132,942.47 per day (calculated on the basis of a 360-day year and actual days elapsed).

(c) Prepayment Premium: None. No prepayment premium, make-whole amount, or yield maintenance premium is applicable to the prepayment of the Term Loan Facility as of the Payoff Date. The Term Loan Facility is prepayable at par without premium or penalty.

(d) SOFR Breakage Costs: The current SOFR Interest Period with respect to the Term Loan Facility ends on July 15, 2024. Accordingly, prepayment prior to the end of such Interest Period may give rise to breakage costs under Section 3.05 of the Existing Credit Agreement. Based on information provided by the Lenders, SOFR breakage costs are estimated at $189,411.23, which amount represents the Lenders' cost of unwinding their SOFR-based funding for the remaining six (6) days of the current Interest Period. This amount is included in the aggregate payoff amount set forth in Section 2.4 below.

(e) Late Charges: None.

2.2 Revolving Credit Facility Payoff

(a) Outstanding Drawn Amount: $200,000,000.00

(b) Accrued and Unpaid Interest: Interest has been calculated on the outstanding drawn amount of $200,000,000.00 at the applicable interest rate of Adjusted Term SOFR (5.33% as of the last SOFR reset date) plus 250 basis points, for an all-in rate of 7.83% per annum, accrued from and including the last interest payment date through and including July 9, 2024 (the anticipated Payoff Date). The accrued and unpaid interest on the Revolving Credit Facility through July 9, 2024 is $866,037.50. The per diem interest amount with respect to the Revolving Credit Facility is $42,885.00 per day (calculated on the basis of a 360-day year and actual days elapsed).

(c) Commitment Fees on Undrawn Portion: Commitment fees have been calculated on the undrawn portion of the Revolving Credit Facility ($200,000,000.00 of the $400,000,000.00 total commitment) at the rate of 0.375% per annum, as specified in Section 2.09(a) of the Existing Credit Agreement, accrued from and including the last commitment fee payment date through and including the Payoff Date. The accrued and unpaid commitment fees through July 9, 2024 are $41,666.67.

(d) Outstanding Letters of Credit: The Administrative Agent confirms that no letters of credit are currently outstanding under the Revolving Credit Facility. Accordingly, no letter of credit fees, fronting fees, or cash collateralization amounts are included in the payoff amount.

(e) Prepayment Premium: None. No prepayment premium, make-whole amount, or yield maintenance premium is applicable to the repayment of revolving loans as of the Payoff Date. Revolving loans are repayable at par without premium or penalty.

(f) SOFR Breakage Costs: The current SOFR Interest Period with respect to the outstanding revolving loans ends on July 15, 2024. Breakage costs associated with prepayment prior to the end of such Interest Period are estimated at $61,100.39, representing the Lenders' cost of unwinding their SOFR-based funding for the remaining six (6) days of the current Interest Period. This amount is included in the aggregate payoff amount set forth in Section 2.4 below.

(g) Late Charges: None.

2.3 Other Amounts

(a) Administrative Agent Fee: The annual agency fee payable to Atlas in its capacity as Administrative Agent for the calendar year 2024 is $175,000.00. A pro-rata portion of such fee, in the amount of $90,273.97, representing the period from January 1, 2024 through and including July 9, 2024, has accrued and remains unpaid as of the date hereof. This amount is included in the aggregate payoff amount set forth in Section 2.4 below.

(b) Expenses: Outstanding and unpaid fees, costs, and expenses reimbursable pursuant to Section 10.04 of the Existing Credit Agreement, including legal fees and disbursements of Fitzwilliam & Archer LLP (counsel to Atlas in connection with this Payoff Letter and the transactions contemplated hereby), are estimated at $87,500.00. Such amount is based on invoices received by the Administrative Agent as of the date hereof and includes an estimate for fees to be incurred through the Payoff Date in connection with the preparation and delivery of this Payoff Letter, the execution of lien release documentation, and the filing of UCC-3 termination statements. To the extent that actual expenses differ from the estimated amount, the Borrower's obligation to reimburse such expenses shall survive the payoff and termination as set forth in Section 6 below.

(c) Other Amounts: To the best of the Administrative Agent's knowledge, no other amounts, including indemnification obligations that have been demanded or have become fixed, liquidated, and due, are owing under the Existing Credit Agreement or the other Loan Documents as of the date hereof, other than the contingent indemnification obligations described in Section 6 below. No swap or hedging obligations are outstanding in connection with the Existing Credit Agreement or the Loan Documents.

2.4 Aggregate Payoff Amount

Based on the foregoing, the aggregate amount required to satisfy in full all Obligations under the Existing Credit Agreement and the other Loan Documents as of 11:59 P.M. (Eastern Time) on July 9, 2024 (the anticipated Payoff Date) is as follows:

The aggregate payoff amount is comprised of principal in the amount of $820,000,000.00 (consisting of $620,000,000.00 under the Term Loan Facility and $200,000,000.00 under the Revolving Credit Facility), together with accrued interest, fees, breakage costs, and expenses in the aggregate amount of $4,019,706.43, all as set forth in the table above.

Per Diem Adjustment. If the Payoff Date is a date other than July 9, 2024, the aggregate payoff amount shall be adjusted as follows for each calendar day after July 9, 2024 through and including the actual date of payment:

(i) Term Loan Facility: an additional $132,942.47 per diem (accrued interest);

(ii) Revolving Credit Facility: an additional $42,885.00 per diem (accrued interest); and

(iii) Revolving Credit Facility — Commitment Fees: an additional $2,083.33 per diem (commitment fee on undrawn amount).

The aggregate per diem adjustment is $177,910.80 per calendar day. For avoidance of doubt, if payment is received prior to July 9, 2024, the aggregate payoff amount shall be reduced by $177,910.80 for each day by which the actual payment date precedes July 9, 2024.

All amounts set forth herein are stated as of 11:59 P.M. (Eastern Time) on July 9, 2024. The payoff amount will require adjustment for any additional accrual if the closing of the Merger and the remittance of the payoff amount occur on a date other than July 9, 2024.

Good-Through Date. This Payoff Letter is valid and effective through and including July 12, 2024 (the "Good-Through Date"). If the aggregate payoff amount is not received by the Administrative Agent in full on or before the Good-Through Date, Atlas reserves the right, in its sole discretion, to update the payoff amount to reflect additional accrued interest, fees, and other amounts through the actual date of payment, and to issue a revised Payoff Letter reflecting such updated amounts. Nothing herein shall constitute a waiver of any rights or remedies of the Administrative Agent or the Lenders under the Existing Credit Agreement, the Loan Documents, or applicable law.

3. WIRE TRANSFER INSTRUCTIONS

The aggregate payoff amount shall be remitted in immediately available funds, denominated in United States dollars, by federal funds wire transfer to the following account of Atlas Commercial Lending Corp.:

Bank Name: Sentinel National Bank, N.A. ABA/Routing Number: 021-084-719 Account Name: Atlas Commercial Lending Corp. — Loan Payoff Account Account Number: 7839-2156-4400 Reference: Cloudium Technologies plc — Payoff — Credit Agreement dated March 15, 2021

Complete wire transfer instructions are also set forth in Attachment B attached hereto.

The aggregate payoff amount must be received in a single wire transfer or, at most, two (2) separate wire transfers: one wire transfer for the Term Loan Facility payoff (in an amount equal to the Term Loan principal, accrued interest, and breakage costs) and one wire transfer for the Revolving Credit Facility payoff and all remaining fees and expenses. Each wire transfer shall include in the reference field the following notation: "Cloudium Technologies plc — Payoff — Credit Agreement dated March 15, 2021 — [Term Loan / Revolving Facility, as applicable]."

Upon initiation of the wire transfer(s), the party remitting payment (or its counsel) shall promptly notify the Administrative Agent's designated contact person identified below by telephone and electronic mail, providing the wire confirmation number(s) and aggregate amount(s) transmitted.

Contact for Wire Confirmation:

Elena V. Marchetti Vice President, Agency Services Atlas Commercial Lending Corp. Telephone: (212) 448-7635

Email: emarchetti@atlascommercial.com

The Administrative Agent shall provide written confirmation of receipt of the aggregate payoff amount to each addressee of this Payoff Letter (and their respective counsel) promptly upon such receipt, and in any event no later than 5:00 P.M. (Eastern Time) on the Payoff Date.

4. TERMINATION OF COMMITMENTS AND RELEASE OF LIENS

4.1 Termination of Revolving Commitments

Upon receipt by the Administrative Agent of the aggregate payoff amount in full in immediately available funds in accordance with Section 3 above, all revolving credit commitments of the Lenders under the Revolving Credit Facility shall automatically and irrevocably terminate, and no further borrowings, conversions, continuations, or letter of credit issuances shall be requested or permitted under the Existing Credit Agreement. The Existing Credit Agreement and the other Loan Documents shall thereupon be terminated and of no further force or effect, except to the extent that certain provisions thereof expressly survive such termination as described in Section 6 below.

4.2 Release of Security Interests and Liens

Upon receipt by the Administrative Agent of the aggregate payoff amount in full in immediately available funds:

(a) Atlas, in its capacity as Administrative Agent for and on behalf of the Secured Parties, hereby agrees to release, and shall be deemed to have automatically and unconditionally released, all Liens, security interests, pledges, mortgages, deeds of trust, assignments, hypothecations, and encumbrances of every kind and description, whether now existing or hereafter arising, that were granted under or in connection with the Existing Credit Agreement, the Guarantee and Collateral Agreement dated as of March 15, 2021 (the "Security Agreement"), and all other Loan Documents.

(b) Such release shall extend to all assets of the Borrower and each of its domestic and foreign subsidiaries (including, without limitation, Cloudium Technologies UK Ltd., a private limited company organized under the laws of England and Wales (Company No. 11287456); Cloudium Technologies India Pvt. Ltd., a company organized under the laws of the Republic of India (CIN U72200KA2018PTC112987); and Cloudium Solutions GmbH, a limited liability company organized under the laws of the Federal Republic of Germany (HRB 231456, Munich)) that are subject to the security package established under the Loan Documents, including but not limited to:

(i) all personal property, accounts, inventory, equipment, general intangibles, chattel paper, instruments, documents, deposit accounts, securities accounts, investment property, commercial tort claims, letter-of-credit rights, and supporting obligations;

(ii) all intellectual property, including patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright registrations, trade secrets, domain names, software, and all licenses related thereto, subject to the IP Security Agreements referenced below;

(iii) all equity interests in each subsidiary of the Borrower that were pledged pursuant to the Pledge Agreement dated as of March 15, 2021, including 100% of the issued and outstanding equity interests in Cloudium Technologies US Holdings Inc., 100% of the issued and outstanding equity interests in Cloudium Technologies UK Ltd., 65% of the issued and outstanding equity interests in Cloudium Technologies India Pvt. Ltd., and 100% of the issued and outstanding equity interests in Cloudium Solutions GmbH; and

(iv) all proceeds of, and accessions to, any and all of the foregoing.

(c) Without limiting the generality of the foregoing, such release shall specifically include the release and termination of all Liens and security interests created, granted, or perfected under each of the following:

(i) the Guarantee and Collateral Agreement dated as of March 15, 2021;

(ii) the intellectual Property Security Agreement dated as of March 15, 2021, covering patents, patent applications, trademarks, trademark applications, and copyrights of the Borrower and its domestic subsidiaries;

(iii) the Trademark Security Agreement dated as of March 15, 2021;

(iv) the Patent Security Agreement dated as of March 15, 2021;

(v) the Copyright Security Agreement dated as of March 15, 2021;

(vi) the Pledge Agreement dated as of March 15, 2021;

(vii) any mortgage, deed of trust, or similar instrument encumbering real property of the Borrower or any subsidiary; and

(viii) any other security document, collateral assignment, or lien instrument executed and delivered in connection with the Existing Credit Agreement.

A complete list of the IP Security Agreements, pledges, and mortgages to be released is set forth in Attachment D attached hereto.

4.3 UCC Termination Statements

Atlas, as Administrative Agent, hereby commits and agrees to deliver, or cause to be delivered, within three (3) Business Days following receipt of the aggregate payoff amount in full, duly executed UCC-3 financing statement amendments (terminations) with respect to all UCC-1 financing statements and UCC-1 financing statement amendments filed in connection with the Existing Credit Agreement and the other Loan Documents in all applicable jurisdictions, including the following:

(a) Delaware Secretary of State — UCC-1 Financing Statement, Initial Filing No. 2021-1587342, filed on March 15, 2021, naming Cloudium Technologies plc as debtor and Atlas Commercial Lending Corp. as secured party, together with any amendments thereto;

(b) California Secretary of State — UCC-1 Financing Statement, Filing No. 21-7882901456, filed on March 15, 2021, naming Cloudium Technologies plc (with an address at 600 Townsend Street, Suite 800, San Francisco, CA 94103, the Borrower's U.S. headquarters) as debtor and Atlas Commercial Lending Corp. as secured party, together with any amendments thereto; and

(c) All other state or jurisdictional filings — UCC-1 financing statements or equivalent filings made in any other state or jurisdiction in connection with the Existing Credit Agreement, as identified in Attachment C attached hereto.

A complete schedule of all UCC-1 financing statements to be terminated, organized by jurisdiction and filing number, is set forth in Attachment C attached hereto. Pre-signed forms of UCC-3 financing statement amendments (terminations) are attached hereto as Attachment E.

Atlas hereby authorizes the Borrower, or its designee (including Calderwood & Harkness LLP, acting on behalf of the Borrower or Solara Digital Infrastructure Fund VI LP), to file such UCC-3 termination statements in the applicable filing offices upon receipt of the executed originals thereof from the Administrative Agent. In the event that the Administrative Agent delivers such executed UCC-3 termination statements to Calderwood & Harkness LLP prior to the Payoff Date, Calderwood & Harkness LLP is authorized to hold such documents in escrow and to file them only upon the Administrative Agent's written confirmation that the aggregate payoff amount has been received in full.

4.4 Additional Release Documents

Atlas, as Administrative Agent, hereby agrees to execute and deliver, at the Borrower's expense (to the extent not already included in the estimated expenses set forth in Section 2.3(b) above), any and all additional instruments, documents, and agreements that may be reasonably requested by the Borrower, Solara Digital Infrastructure Fund VI LP, Stratos Merger Sub Inc., Meridian Atlantic Bank, N.A. (in its capacity as incoming administrative agent under the new credit facilities to be entered into in connection with the Merger), or any of their respective counsel (including Calderwood & Harkness LLP, Ridgeway Phelps & Sato LLP, and Winthrop & Hale LLP) to evidence, confirm, or effectuate:

(a) the termination of all Obligations under the Existing Credit Agreement and the other Loan Documents (other than Surviving Obligations as defined in Section 6 below);

(b) the release of all Liens and security interests granted in connection with the Existing Credit Agreement and the Loan Documents;

(c) the discharge of any mortgages, deeds of trust, or similar instruments encumbering real property of the Borrower or any subsidiary;

(d) the release of any IP Liens, including the filing of releases or terminations with the United States Patent and Trademark Office, the United States Copyright Office, or any comparable foreign intellectual property registry; and

(e) such other actions as may be necessary to clear the collateral records of the Borrower and its subsidiaries of all Liens and encumbrances arising under the Existing Credit Agreement.

Without limiting the foregoing, Atlas agrees to provide, upon the reasonable request of any of the foregoing parties, a letter or certificate directed to any governmental authority, intellectual property office, depository institution, securities intermediary, or other third party confirming the release of all Liens and security interests, the termination of all Obligations (other than Surviving Obligations), and the termination of the Existing Credit Agreement and the other Loan Documents.

5. REPRESENTATIONS AND CONFIRMATIONS OF ATLAS

Atlas Commercial Lending Corp., in its capacity as Administrative Agent under the Existing Credit Agreement, hereby represents, warrants, and confirms to the Borrower, Solara, Stratos Merger Sub Inc., Meridian Atlantic Bank, N.A., and their respective counsel as follows, each as of the date hereof:

(a) Accuracy of Payoff Amounts. The payoff amounts set forth in Section 2 of this Payoff Letter represent all amounts currently owing under the Existing Credit Agreement and the other Loan Documents, subject only to per diem adjustments as described in Section 2.4 and contingent indemnification obligations that survive termination as described in Section 6. To the Administrative Agent's knowledge, after reasonable inquiry, no additional fees, expenses, or other amounts have been invoiced or demanded by any Lender or any other Secured Party that are not reflected in the payoff amounts set forth herein.

(b) No Event of Default. As of the date hereof, no Event of Default or Default (each as defined in the Existing Credit Agreement) exists or is continuing under the Existing Credit Agreement that would prevent the Borrower from making a voluntary or mandatory prepayment of the Facilities, that would accelerate the maturity of the Obligations to an amount in excess of the amounts stated herein, or that would otherwise affect the Borrower's ability to satisfy the Obligations in full by payment of the aggregate payoff amount.

(c) No Outstanding Letters of Credit. No letters of credit are currently outstanding or unexpired under the Revolving Credit Facility. Accordingly, no letter of credit fees, fronting fees, or cash collateralization amounts are owing or required in connection with the payoff of the Revolving Credit Facility.

(d) Authority to Release Liens. Atlas, in its capacity as Administrative Agent, has full power and authority, on behalf of itself and the other Secured Parties, to authorize and effectuate the release of all Liens and security interests upon receipt of the aggregate payoff amount in full, in accordance with Section 9.10 of the Existing Credit Agreement, which provides that the Administrative Agent shall, at the Borrower's expense, release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document upon the payment and satisfaction in full of all Obligations. No further consent, approval, or authorization of any individual Lender is required for such release.

(e) No Outstanding Swap or Hedging Obligations. No swap agreements, interest rate hedge agreements, or other hedging obligations are outstanding under or in connection with the Existing Credit Agreement or any Loan Document. No amounts are owing from the Borrower to any Lender or any affiliate of any Lender in respect of any such obligation.

(f) No Assignment of Rights. To the knowledge of the Administrative Agent, no Lender has assigned, transferred, or participated its rights under the Existing Credit Agreement in a manner that would affect the authority of the Administrative Agent to deliver this Payoff Letter or to effectuate the release of Liens contemplated hereby, except in accordance with the assignment and participation provisions of the Existing Credit Agreement.

6. SURVIVAL OF CERTAIN OBLIGATIONS

Notwithstanding the payment of the aggregate payoff amount and the termination of the Existing Credit Agreement and the other Loan Documents, the following obligations of the Borrower shall survive such payment and termination (the "Surviving Obligations"):

(a) Indemnification. The indemnification obligations of the Borrower set forth in Section 10.05 of the Existing Credit Agreement in favor of the Administrative Agent, the Lenders, and the other Indemnified Parties (as defined therein), to the extent arising from acts, omissions, events, or circumstances occurring prior to or on the Payoff Date, subject in all respects to the terms, conditions, limitations, and exclusions set forth in Section 10.05 of the Existing Credit Agreement.

(b) Tax Gross-Up and Increased Costs. The obligations of the Borrower under Sections 3.01 (Taxes) and 3.04 (Increased Costs; Capital Adequacy) of the Existing Credit Agreement, to the extent such obligations relate to the period prior to and including the Payoff Date and are demanded in writing by the Administrative Agent or any Lender within one hundred eighty (180) days after the Payoff Date.

(c) Expense Reimbursement. The obligations of the Borrower under Section 10.04 of the Existing Credit Agreement to reimburse the Administrative Agent and the Lenders for reasonable and documented out-of-pocket fees, costs, and expenses (including attorneys' fees and disbursements) accrued prior to or on the Payoff Date, to the extent not included in the estimated expense amount set forth in Section 2.3(b) above. The Administrative Agent shall provide a final invoice for such expenses within forty-five (45) days after the Payoff Date.

(d) Confidentiality. The confidentiality obligations set forth in Section 10.08 of the Existing Credit Agreement shall survive for a period of two (2) years following the Payoff Date.

Except as expressly set forth in this Section 6, upon receipt by the Administrative Agent of the aggregate payoff amount in full in immediately available funds, all Obligations of the Borrower and each Guarantor under the Existing Credit Agreement and the other Loan Documents shall be deemed satisfied, discharged, and released in full, and the Existing Credit Agreement and the other Loan Documents (other than provisions that by their express terms survive termination) shall thereupon terminate and be of no further force or effect.

7. DIRECTION TO ADMINISTRATIVE AGENT; LENDER CONSENT

The Administrative Agent hereby confirms that, in accordance with Section 9.10 of the Existing Credit Agreement, the Lenders have authorized the Administrative Agent to deliver this Payoff Letter and to release all Liens and security interests upon receipt of the aggregate payoff amount in full. Section 9.10 of the Existing Credit Agreement provides that the Administrative Agent may, without the consent of any Lender, release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document upon the full and final payment and satisfaction of all Obligations.

The Administrative Agent further confirms that Section 2.11(c) of the Existing Credit Agreement permits the mandatory prepayment of the Facilities upon a Change of Control at par, and that no "no-call," "non-call," "call protection," or similar restriction prohibits or limits the prepayment of the Facilities at par as of the Payoff Date. The Facilities are prepayable at par, plus accrued and unpaid interest, breakage costs, and other amounts as set forth in Section 2 of this Payoff Letter, without premium or penalty. No consent of the Required Lenders or any individual Lender is necessary for the prepayment of the Facilities and the termination of the Existing Credit Agreement upon payment of the aggregate payoff amount in full.

8. MISCELLANEOUS

Reliance. This Payoff Letter may be relied upon by Cloudium Technologies plc, Solara Digital Infrastructure Fund VI LP, Stratos Merger Sub Inc., Meridian Atlantic Bank, N.A. (in its capacity as incoming administrative agent under the new credit facilities being established in connection with the Merger), Calderwood & Harkness LLP (as buyer's counsel), Ridgeway Phelps & Sato LLP (as target's counsel), and Winthrop & Hale LLP (as lenders' counsel to the incoming lending syndicate), and each of their respective successors and assigns. Each such party is entitled to rely on the accuracy and completeness of the representations, confirmations, and payoff amounts set forth herein in connection with the closing of the Merger and the establishment of the new credit facilities.

Governing Law. This Payoff Letter shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction (other than Section 5-1401 of the New York General Obligations Law).

Counterparts. This Payoff Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter by facsimile transmission or electronic transmission (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000) shall be as effective as delivery of a manually executed counterpart hereof.

Notices. All notices, requests, demands, and other communications in connection with this Payoff Letter shall be in writing and shall be delivered by hand, by nationally recognized overnight courier, by facsimile, or by electronic mail to the following addresses:

If to the Administrative Agent:

Atlas Commercial Lending Corp. 300 Vesey Street New York, NY 10281

Attention: Loan Administration / Agency Services

Telephone: (212) 448-7600

Email: agencyservices@atlascommercial.com

with a copy to:

Fitzwilliam & Archer LLP 200 Park Avenue, 45th Floor New York, NY 10166

Attention: Derek Calloway, Partner

Telephone: (212) 557-3200

Email: dcalloway@fitzwilliamarcher.com

If to the Borrower:

Cloudium Technologies plc 45 Broadwick Street London W1F 0DB, United Kingdom

Attention: Nadia Chowdhury, General Counsel; Sienna Whitfield, CFO

Email: nchowdhury@cloudium.com; swhitfield@cloudium.com

with a copy to:

Ridgeway Phelps & Sato LLP 30 Rockefeller Plaza, 42nd Floor New York, NY 10112

Attention: Vanessa K. Okafor, Partner

Telephone: (212) 903-8400

Email: vokafor@ridgewayphelps.com

[Remainder of this page intentionally left blank. Signature pages follow.]

IN WITNESS WHEREOF, the undersigned has caused this Payoff Letter to be duly executed and delivered as of the date first written above.

ATLAS COMMERCIAL LENDING CORP., as Administrative Agent

By: ________

Name: Catherine D. Hargrove

Title: Senior Vice President, Agency Services

Date: July 5, 2024

ACKNOWLEDGMENT BY BORROWER

The undersigned, Cloudium Technologies plc, as Borrower under the Existing Credit Agreement, hereby acknowledges receipt of this Payoff Letter, confirms the accuracy of the outstanding principal balances set forth herein, and agrees that, upon the payment of the aggregate payoff amount in full, all Obligations under the Existing Credit Agreement and the other Loan Documents (other than Surviving Obligations as described in Section 6 above) shall be satisfied, discharged, and released in full.

CLOUDIUM TECHNOLOGIES PLC, as Borrower

Acknowledged and Agreed:

By: ________

Name: Sienna Whitfield

Title: Chief Financial Officer

Date: ________

ATTACHMENTS

The following attachments are incorporated by reference into this Payoff Letter:

• Attachment A: Schedule of Outstanding Obligations (detailed breakdown of principal, interest, fees, and expenses for each Facility)

• Attachment B: Wire Transfer Instructions (detailed form)

• Attachment C: List of UCC-1 Financing Statements to be Terminated (by jurisdiction and filing number)

• Attachment D: List of IP Security Agreements, Pledges, and Mortgages to be Released

• Attachment E: Form of UCC-3 Financing Statement Amendment (Termination) — Pre-Signed by Atlas Commercial Lending Corp.

ATTACHMENT A

SCHEDULE OF OUTSTANDING OBLIGATIONS

As of 11:59 P.M. (Eastern Time) on July 9, 2024 (Anticipated Payoff Date)

I. Term Loan Facility

II. Revolving Credit Facility

III. Other Amounts

IV. Aggregate Payoff Amount

Note: The aggregate payoff amount is subject to per diem adjustment of $177,910.80 for each calendar day after July 9, 2024 through and including the actual date of payment. This schedule is valid through July 12, 2024 (the Good-Through Date).

ATTACHMENT B

WIRE TRANSFER INSTRUCTIONS

All payments shall be made in immediately available funds, denominated in United States dollars, by federal funds wire transfer to the following account:

Additional Instructions:

(a) If two separate wire transfers are made, the first wire (for the Term Loan Facility payoff) should include the reference: "Cloudium Technologies plc — Payoff — Term Loan — Credit Agreement dated March 15, 2021."

(b) The second wire (for the Revolving Credit Facility payoff and all remaining fees and expenses) should include the reference: "Cloudium Technologies plc — Payoff — Revolving Facility — Credit Agreement dated March 15, 2021."

(c) Upon initiation of each wire transfer, please contact Elena V. Marchetti, Vice President, Agency Services, at (212) 448-7635 or emarchetti@atlascommercial.com to confirm the wire reference number and amount.

ATTACHMENT C

LIST OF UCC-1 FINANCING STATEMENTS TO BE TERMINATED

The following UCC-1 financing statements (and any amendments thereto) shall be terminated by the filing of UCC-3 financing statement amendments (terminations) upon receipt of the aggregate payoff amount in full:

Pre-signed UCC-3 termination statements for each of the above filings are attached hereto as Attachment E.

ATTACHMENT D

LIST OF IP SECURITY AGREEMENTS, PLEDGES, AND MORTGAGES TO BE RELEASED

The following security documents shall be released and terminated upon receipt of the aggregate payoff amount in full:

I. Guarantee and Collateral Agreements

II. IP Security Agreements

III. Pledge Agreements

IV. Mortgages and Real Property Instruments

ATTACHMENT E

FORM OF UCC-3 FINANCING STATEMENT AMENDMENT (TERMINATION)

Pre-signed originals of UCC-3 financing statement amendments (terminations) for each UCC-1 financing statement identified in Attachment C are attached hereto. Each UCC-3 has been executed by Atlas Commercial Lending Corp., as Secured Party of Record, and authorizes the termination of the corresponding UCC-1 financing statement.

For brevity, the form of each UCC-3 is not reproduced herein. The executed originals are being held in escrow by Calderwood & Harkness LLP and will be filed upon written confirmation from the Administrative Agent that the aggregate payoff amount has been received in full in immediately available funds.

[Form of UCC-3 Termination Statements — See Executed Originals Delivered Separately]

CALDERWOOD & HARKNESS LLP

INTERNAL REVIEW MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

CONFIDENTIAL
ATLAS COMMERCIAL LENDING CORP. 300 Vesey Street New York, NY 10281
July 5, 2024
VIA ELECTRONIC MAIL AND OVERNIGHT COURIER
Cloudium Technologies plc 45 Broadwick Street London W1F 0DB United Kingdom
Attention: Nadia Chowdhury, General Counsel
Attention: Sienna Whitfield, Chief Financial Officer
Solara Digital Infrastructure Fund VI LP 1200 Market Street, Suite 3400 Wilmington, DE 19801
Attention: Marcus Elliston, Managing Partner
Attention: Priya Narasimhan, Co-Managing Partner & Chief Investment Officer
Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Attention: Harrison Wexford, Partner
Attention: Tiffany Rosenthal, Associate
Meridian Atlantic Bank, N.A. 383 Madison Avenue New York, NY 10179
Attention: Graham Whitaker, Managing Director, Leveraged Finance
(as incoming Administrative Agent under the New Credit Facilities)
Re: Payoff Letter — Credit Agreement dated as of March 15, 2021 (the "Existing Credit Agreement"), among Cloudium Technologies plc, as Borrower, Atlas Commercial Lending Corp., as Administrative Agent, and the Lenders Party Thereto
Ladies and Gentlemen:
1. RECITALS AND BACKGROUND
Reference is made to 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"), among Cloudium Technologies plc, a public limited company organized under the laws of England and Wales (Company No. 09734521; U.S. Employer Identification Number 83-2196754) (the "Borrower" or "Cloudium"), Atlas Commercial Lending Corp., a Delaware corporation ("Atlas"), in its capacity as Administrative Agent for the Lenders (in such capacity, the "Administrative Agent"), and the several financial institutions from time to time party thereto as lenders (collectively, the "Lenders" and, together with the Administrative Agent, the "Secured Parties"). Unless otherwise defined herein, capitalized terms used in this Payoff Letter shall have the meanings ascribed to them in the Existing Credit Agreement.
Pursuant to the Existing Credit Agreement, the Lenders made available to the Borrower, and the Borrower incurred, the following credit facilities:
(a) Term Loan Facility. A term loan facility in an original aggregate principal amount of Six Hundred Twenty Million Dollars ($620,000,000.00) (the "Term Loan Facility"), bearing interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 250 basis points (2.50%), with a stated maturity date of March 15, 2028. As of the date hereof, the entire original principal amount of $620,000,000.00 remains outstanding under the Term Loan Facility, no scheduled amortization payments having reduced the outstanding principal balance prior to the date hereof other than those reflected in the outstanding principal balance stated herein.
(b) Revolving Credit Facility. A revolving credit facility with aggregate commitments of Four Hundred Million Dollars ($400,000,000.00) (the "Revolving Credit Facility"), bearing interest on drawn amounts at a rate per annum equal to the Adjusted Term SOFR Rate plus 250 basis points (2.50%), with a stated maturity date of March 15, 2026. As of the date hereof, Two Hundred Million Dollars ($200,000,000.00) in aggregate principal amount of revolving loans is outstanding under the Revolving Credit Facility, and Two Hundred Million Dollars ($200,000,000.00) of the revolving credit commitments remains undrawn and available.
The Term Loan Facility and the Revolving Credit Facility are collectively referred to herein as the "Facilities."
The Administrative Agent and the Lenders have been advised that the Borrower has entered into that certain Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Borrower formed for purposes of effectuating the transaction ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Solara"), pursuant to which Merger Sub will merge with and into Cloudium in a reverse triangular merger, with Cloudium surviving as the continuing entity and becoming a direct or indirect portfolio company of Solara (the "Merger"). The consummation of the Merger constitutes a "Change of Control" as defined in Section 8.01(j) of the Existing Credit Agreement, which triggers a mandatory prepayment obligation pursuant to Section 2.11(c) of the Existing Credit Agreement requiring the repayment in full of all outstanding obligations under the Facilities upon consummation of such Change of Control.
This Payoff Letter (this "Letter") is being delivered in connection with the anticipated closing of the Merger (the date on which such closing occurs, the "Payoff Date"), which is expected to occur on or about July 9, 2024. This Letter sets forth: (i) the amounts required to satisfy in full all Obligations (as defined in the Existing Credit Agreement) under the Existing Credit Agreement and the other Loan Documents as of the Payoff Date; (ii) the wire transfer instructions for remittance of such amounts to the Administrative Agent; and (iii) the actions that the Administrative Agent will take upon receipt of such amounts in full, including the release of all Liens and security interests granted in connection with the Existing Credit Agreement and the related Loan Documents.
2. PAYOFF AMOUNTS
Set forth below are the amounts that must be paid to the Administrative Agent, for the account of the Secured Parties, in order to satisfy in full all Obligations under the Existing Credit Agreement and the other Loan Documents as of 11:59 P.M. (Eastern Time) on July 9, 2024 (the anticipated Payoff Date). A detailed breakdown of each component is set forth in Attachment A attached hereto.
2.1 Term Loan Facility Payoff
(a) Outstanding Principal Balance: $620,000,000.00
(b) Accrued and Unpaid Interest: Interest has been calculated on the outstanding principal balance of $620,000,000.00 at the applicable interest rate of Adjusted Term SOFR (5.33% as of the last SOFR reset date) plus 250 basis points, for an all-in rate of 7.83% per annum, accrued from and including the last interest payment date through and including July 9, 2024 (the anticipated Payoff Date). The accrued and unpaid interest on the Term Loan Facility through July 9, 2024 is $2,683,716.67. The per diem interest amount with respect to the Term Loan Facility is $132,942.47 per day (calculated on the basis of a 360-day year and actual days elapsed).
(c) Prepayment Premium: None. No prepayment premium, make-whole amount, or yield maintenance premium is applicable to the prepayment of the Term Loan Facility as of the Payoff Date. The Term Loan Facility is prepayable at par without premium or penalty.
(d) SOFR Breakage Costs: The current SOFR Interest Period with respect to the Term Loan Facility ends on July 15, 2024. Accordingly, prepayment prior to the end of such Interest Period may give rise to breakage costs under Section 3.05 of the Existing Credit Agreement. Based on information provided by the Lenders, SOFR breakage costs are estimated at $189,411.23, which amount represents the Lenders' cost of unwinding their SOFR-based funding for the remaining six (6) days of the current Interest Period. This amount is included in the aggregate payoff amount set forth in Section 2.4 below.
(e) Late Charges: None.
2.2 Revolving Credit Facility Payoff
(a) Outstanding Drawn Amount: $200,000,000.00
(b) Accrued and Unpaid Interest: Interest has been calculated on the outstanding drawn amount of $200,000,000.00 at the applicable interest rate of Adjusted Term SOFR (5.33% as of the last SOFR reset date) plus 250 basis points, for an all-in rate of 7.83% per annum, accrued from and including the last interest payment date through and including July 9, 2024 (the anticipated Payoff Date). The accrued and unpaid interest on the Revolving Credit Facility through July 9, 2024 is $866,037.50. The per diem interest amount with respect to the Revolving Credit Facility is $42,885.00 per day (calculated on the basis of a 360-day year and actual days elapsed).
(c) Commitment Fees on Undrawn Portion: Commitment fees have been calculated on the undrawn portion of the Revolving Credit Facility ($200,000,000.00 of the $400,000,000.00 total commitment) at the rate of 0.375% per annum, as specified in Section 2.09(a) of the Existing Credit Agreement, accrued from and including the last commitment fee payment date through and including the Payoff Date. The accrued and unpaid commitment fees through July 9, 2024 are $41,666.67.
(d) Outstanding Letters of Credit: The Administrative Agent confirms that no letters of credit are currently outstanding under the Revolving Credit Facility. Accordingly, no letter of credit fees, fronting fees, or cash collateralization amounts are included in the payoff amount.
(e) Prepayment Premium: None. No prepayment premium, make-whole amount, or yield maintenance premium is applicable to the repayment of revolving loans as of the Payoff Date. Revolving loans are repayable at par without premium or penalty.
(f) SOFR Breakage Costs: The current SOFR Interest Period with respect to the outstanding revolving loans ends on July 15, 2024. Breakage costs associated with prepayment prior to the end of such Interest Period are estimated at $61,100.39, representing the Lenders' cost of unwinding their SOFR-based funding for the remaining six (6) days of the current Interest Period. This amount is included in the aggregate payoff amount set forth in Section 2.4 below.
(g) Late Charges: None.
2.3 Other Amounts
(a) Administrative Agent Fee: The annual agency fee payable to Atlas in its capacity as Administrative Agent for the calendar year 2024 is $175,000.00. A pro-rata portion of such fee, in the amount of $90,273.97, representing the period from January 1, 2024 through and including July 9, 2024, has accrued and remains unpaid as of the date hereof. This amount is included in the aggregate payoff amount set forth in Section 2.4 below.
(b) Expenses: Outstanding and unpaid fees, costs, and expenses reimbursable pursuant to Section 10.04 of the Existing Credit Agreement, including legal fees and disbursements of Fitzwilliam & Archer LLP (counsel to Atlas in connection with this Payoff Letter and the transactions contemplated hereby), are estimated at $87,500.00. Such amount is based on invoices received by the Administrative Agent as of the date hereof and includes an estimate for fees to be incurred through the Payoff Date in connection with the preparation and delivery of this Payoff Letter, the execution of lien release documentation, and the filing of UCC-3 termination statements. To the extent that actual expenses differ from the estimated amount, the Borrower's obligation to reimburse such expenses shall survive the payoff and termination as set forth in Section 6 below.
(c) Other Amounts: To the best of the Administrative Agent's knowledge, no other amounts, including indemnification obligations that have been demanded or have become fixed, liquidated, and due, are owing under the Existing Credit Agreement or the other Loan Documents as of the date hereof, other than the contingent indemnification obligations described in Section 6 below. No swap or hedging obligations are outstanding in connection with the Existing Credit Agreement or the Loan Documents.
2.4 Aggregate Payoff Amount
Based on the foregoing, the aggregate amount required to satisfy in full all Obligations under the Existing Credit Agreement and the other Loan Documents as of 11:59 P.M. (Eastern Time) on July 9, 2024 (the anticipated Payoff Date) is as follows:
The aggregate payoff amount is comprised of principal in the amount of $820,000,000.00 (consisting of $620,000,000.00 under the Term Loan Facility and $200,000,000.00 under the Revolving Credit Facility), together with accrued interest, fees, breakage costs, and expenses in the aggregate amount of $4,019,706.43, all as set forth in the table above.
Per Diem Adjustment. If the Payoff Date is a date other than July 9, 2024, the aggregate payoff amount shall be adjusted as follows for each calendar day after July 9, 2024 through and including the actual date of payment:
(i) Term Loan Facility: an additional $132,942.47 per diem (accrued interest);
(ii) Revolving Credit Facility: an additional $42,885.00 per diem (accrued interest); and
(iii) Revolving Credit Facility — Commitment Fees: an additional $2,083.33 per diem (commitment fee on undrawn amount).
The aggregate per diem adjustment is $177,910.80 per calendar day. For avoidance of doubt, if payment is received prior to July 9, 2024, the aggregate payoff amount shall be reduced by $177,910.80 for each day by which the actual payment date precedes July 9, 2024.
All amounts set forth herein are stated as of 11:59 P.M. (Eastern Time) on July 9, 2024. The payoff amount will require adjustment for any additional accrual if the closing of the Merger and the remittance of the payoff amount occur on a date other than July 9, 2024.
Good-Through Date. This Payoff Letter is valid and effective through and including July 12, 2024 (the "Good-Through Date"). If the aggregate payoff amount is not received by the Administrative Agent in full on or before the Good-Through Date, Atlas reserves the right, in its sole discretion, to update the payoff amount to reflect additional accrued interest, fees, and other amounts through the actual date of payment, and to issue a revised Payoff Letter reflecting such updated amounts. Nothing herein shall constitute a waiver of any rights or remedies of the Administrative Agent or the Lenders under the Existing Credit Agreement, the Loan Documents, or applicable law.
3. WIRE TRANSFER INSTRUCTIONS
The aggregate payoff amount shall be remitted in immediately available funds, denominated in United States dollars, by federal funds wire transfer to the following account of Atlas Commercial Lending Corp.:
Bank Name: Sentinel National Bank, N.A. ABA/Routing Number: 021-084-719 Account Name: Atlas Commercial Lending Corp. — Loan Payoff Account Account Number: 7839-2156-4400 Reference: Cloudium Technologies plc — Payoff — Credit Agreement dated March 15, 2021
Complete wire transfer instructions are also set forth in Attachment B attached hereto.
The aggregate payoff amount must be received in a single wire transfer or, at most, two (2) separate wire transfers: one wire transfer for the Term Loan Facility payoff (in an amount equal to the Term Loan principal, accrued interest, and breakage costs) and one wire transfer for the Revolving Credit Facility payoff and all remaining fees and expenses. Each wire transfer shall include in the reference field the following notation: "Cloudium Technologies plc — Payoff — Credit Agreement dated March 15, 2021 — [Term Loan / Revolving Facility, as applicable]."
Upon initiation of the wire transfer(s), the party remitting payment (or its counsel) shall promptly notify the Administrative Agent's designated contact person identified below by telephone and electronic mail, providing the wire confirmation number(s) and aggregate amount(s) transmitted.
Contact for Wire Confirmation:
Elena V. Marchetti Vice President, Agency Services Atlas Commercial Lending Corp. Telephone: (212) 448-7635
Email: emarchetti@atlascommercial.com
The Administrative Agent shall provide written confirmation of receipt of the aggregate payoff amount to each addressee of this Payoff Letter (and their respective counsel) promptly upon such receipt, and in any event no later than 5:00 P.M. (Eastern Time) on the Payoff Date.
4. TERMINATION OF COMMITMENTS AND RELEASE OF LIENS
4.1 Termination of Revolving Commitments
Upon receipt by the Administrative Agent of the aggregate payoff amount in full in immediately available funds in accordance with Section 3 above, all revolving credit commitments of the Lenders under the Revolving Credit Facility shall automatically and irrevocably terminate, and no further borrowings, conversions, continuations, or letter of credit issuances shall be requested or permitted under the Existing Credit Agreement. The Existing Credit Agreement and the other Loan Documents shall thereupon be terminated and of no further force or effect, except to the extent that certain provisions thereof expressly survive such termination as described in Section 6 below.
4.2 Release of Security Interests and Liens
Upon receipt by the Administrative Agent of the aggregate payoff amount in full in immediately available funds:
(a) Atlas, in its capacity as Administrative Agent for and on behalf of the Secured Parties, hereby agrees to release, and shall be deemed to have automatically and unconditionally released, all Liens, security interests, pledges, mortgages, deeds of trust, assignments, hypothecations, and encumbrances of every kind and description, whether now existing or hereafter arising, that were granted under or in connection with the Existing Credit Agreement, the Guarantee and Collateral Agreement dated as of March 15, 2021 (the "Security Agreement"), and all other Loan Documents.
(b) Such release shall extend to all assets of the Borrower and each of its domestic and foreign subsidiaries (including, without limitation, Cloudium Technologies UK Ltd., a private limited company organized under the laws of England and Wales (Company No. 11287456); Cloudium Technologies India Pvt. Ltd., a company organized under the laws of the Republic of India (CIN U72200KA2018PTC112987); and Cloudium Solutions GmbH, a limited liability company organized under the laws of the Federal Republic of Germany (HRB 231456, Munich)) that are subject to the security package established under the Loan Documents, including but not limited to:
(i) all personal property, accounts, inventory, equipment, general intangibles, chattel paper, instruments, documents, deposit accounts, securities accounts, investment property, commercial tort claims, letter-of-credit rights, and supporting obligations;
(ii) all intellectual property, including patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, copyright registrations, trade secrets, domain names, software, and all licenses related thereto, subject to the IP Security Agreements referenced below;
(iii) all equity interests in each subsidiary of the Borrower that were pledged pursuant to the Pledge Agreement dated as of March 15, 2021, including 100% of the issued and outstanding equity interests in Cloudium Technologies US Holdings Inc., 100% of the issued and outstanding equity interests in Cloudium Technologies UK Ltd., 65% of the issued and outstanding equity interests in Cloudium Technologies India Pvt. Ltd., and 100% of the issued and outstanding equity interests in Cloudium Solutions GmbH; and
(iv) all proceeds of, and accessions to, any and all of the foregoing.
(c) Without limiting the generality of the foregoing, such release shall specifically include the release and termination of all Liens and security interests created, granted, or perfected under each of the following:
(i) the Guarantee and Collateral Agreement dated as of March 15, 2021;
(ii) the intellectual Property Security Agreement dated as of March 15, 2021, covering patents, patent applications, trademarks, trademark applications, and copyrights of the Borrower and its domestic subsidiaries;
(iii) the Trademark Security Agreement dated as of March 15, 2021;
(iv) the Patent Security Agreement dated as of March 15, 2021;
(v) the Copyright Security Agreement dated as of March 15, 2021;
(vi) the Pledge Agreement dated as of March 15, 2021;
(vii) any mortgage, deed of trust, or similar instrument encumbering real property of the Borrower or any subsidiary; and
(viii) any other security document, collateral assignment, or lien instrument executed and delivered in connection with the Existing Credit Agreement.
A complete list of the IP Security Agreements, pledges, and mortgages to be released is set forth in Attachment D attached hereto.
4.3 UCC Termination Statements
Atlas, as Administrative Agent, hereby commits and agrees to deliver, or cause to be delivered, within three (3) Business Days following receipt of the aggregate payoff amount in full, duly executed UCC-3 financing statement amendments (terminations) with respect to all UCC-1 financing statements and UCC-1 financing statement amendments filed in connection with the Existing Credit Agreement and the other Loan Documents in all applicable jurisdictions, including the following:
(a) Delaware Secretary of State — UCC-1 Financing Statement, Initial Filing No. 2021-1587342, filed on March 15, 2021, naming Cloudium Technologies plc as debtor and Atlas Commercial Lending Corp. as secured party, together with any amendments thereto;
(b) California Secretary of State — UCC-1 Financing Statement, Filing No. 21-7882901456, filed on March 15, 2021, naming Cloudium Technologies plc (with an address at 600 Townsend Street, Suite 800, San Francisco, CA 94103, the Borrower's U.S. headquarters) as debtor and Atlas Commercial Lending Corp. as secured party, together with any amendments thereto; and
(c) All other state or jurisdictional filings — UCC-1 financing statements or equivalent filings made in any other state or jurisdiction in connection with the Existing Credit Agreement, as identified in Attachment C attached hereto.
A complete schedule of all UCC-1 financing statements to be terminated, organized by jurisdiction and filing number, is set forth in Attachment C attached hereto. Pre-signed forms of UCC-3 financing statement amendments (terminations) are attached hereto as Attachment E.
Atlas hereby authorizes the Borrower, or its designee (including Calderwood & Harkness LLP, acting on behalf of the Borrower or Solara Digital Infrastructure Fund VI LP), to file such UCC-3 termination statements in the applicable filing offices upon receipt of the executed originals thereof from the Administrative Agent. In the event that the Administrative Agent delivers such executed UCC-3 termination statements to Calderwood & Harkness LLP prior to the Payoff Date, Calderwood & Harkness LLP is authorized to hold such documents in escrow and to file them only upon the Administrative Agent's written confirmation that the aggregate payoff amount has been received in full.
4.4 Additional Release Documents
Atlas, as Administrative Agent, hereby agrees to execute and deliver, at the Borrower's expense (to the extent not already included in the estimated expenses set forth in Section 2.3(b) above), any and all additional instruments, documents, and agreements that may be reasonably requested by the Borrower, Solara Digital Infrastructure Fund VI LP, Stratos Merger Sub Inc., Meridian Atlantic Bank, N.A. (in its capacity as incoming administrative agent under the new credit facilities to be entered into in connection with the Merger), or any of their respective counsel (including Calderwood & Harkness LLP, Ridgeway Phelps & Sato LLP, and Winthrop & Hale LLP) to evidence, confirm, or effectuate:
(a) the termination of all Obligations under the Existing Credit Agreement and the other Loan Documents (other than Surviving Obligations as defined in Section 6 below);
(b) the release of all Liens and security interests granted in connection with the Existing Credit Agreement and the Loan Documents;
(c) the discharge of any mortgages, deeds of trust, or similar instruments encumbering real property of the Borrower or any subsidiary;
(d) the release of any IP Liens, including the filing of releases or terminations with the United States Patent and Trademark Office, the United States Copyright Office, or any comparable foreign intellectual property registry; and
(e) such other actions as may be necessary to clear the collateral records of the Borrower and its subsidiaries of all Liens and encumbrances arising under the Existing Credit Agreement.
Without limiting the foregoing, Atlas agrees to provide, upon the reasonable request of any of the foregoing parties, a letter or certificate directed to any governmental authority, intellectual property office, depository institution, securities intermediary, or other third party confirming the release of all Liens and security interests, the termination of all Obligations (other than Surviving Obligations), and the termination of the Existing Credit Agreement and the other Loan Documents.
5. REPRESENTATIONS AND CONFIRMATIONS OF ATLAS
Atlas Commercial Lending Corp., in its capacity as Administrative Agent under the Existing Credit Agreement, hereby represents, warrants, and confirms to the Borrower, Solara, Stratos Merger Sub Inc., Meridian Atlantic Bank, N.A., and their respective counsel as follows, each as of the date hereof:
(a) Accuracy of Payoff Amounts. The payoff amounts set forth in Section 2 of this Payoff Letter represent all amounts currently owing under the Existing Credit Agreement and the other Loan Documents, subject only to per diem adjustments as described in Section 2.4 and contingent indemnification obligations that survive termination as described in Section 6. To the Administrative Agent's knowledge, after reasonable inquiry, no additional fees, expenses, or other amounts have been invoiced or demanded by any Lender or any other Secured Party that are not reflected in the payoff amounts set forth herein.
(b) No Event of Default. As of the date hereof, no Event of Default or Default (each as defined in the Existing Credit Agreement) exists or is continuing under the Existing Credit Agreement that would prevent the Borrower from making a voluntary or mandatory prepayment of the Facilities, that would accelerate the maturity of the Obligations to an amount in excess of the amounts stated herein, or that would otherwise affect the Borrower's ability to satisfy the Obligations in full by payment of the aggregate payoff amount.
(c) No Outstanding Letters of Credit. No letters of credit are currently outstanding or unexpired under the Revolving Credit Facility. Accordingly, no letter of credit fees, fronting fees, or cash collateralization amounts are owing or required in connection with the payoff of the Revolving Credit Facility.
(d) Authority to Release Liens. Atlas, in its capacity as Administrative Agent, has full power and authority, on behalf of itself and the other Secured Parties, to authorize and effectuate the release of all Liens and security interests upon receipt of the aggregate payoff amount in full, in accordance with Section 9.10 of the Existing Credit Agreement, which provides that the Administrative Agent shall, at the Borrower's expense, release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document upon the payment and satisfaction in full of all Obligations. No further consent, approval, or authorization of any individual Lender is required for such release.
(e) No Outstanding Swap or Hedging Obligations. No swap agreements, interest rate hedge agreements, or other hedging obligations are outstanding under or in connection with the Existing Credit Agreement or any Loan Document. No amounts are owing from the Borrower to any Lender or any affiliate of any Lender in respect of any such obligation.
(f) No Assignment of Rights. To the knowledge of the Administrative Agent, no Lender has assigned, transferred, or participated its rights under the Existing Credit Agreement in a manner that would affect the authority of the Administrative Agent to deliver this Payoff Letter or to effectuate the release of Liens contemplated hereby, except in accordance with the assignment and participation provisions of the Existing Credit Agreement.
6. SURVIVAL OF CERTAIN OBLIGATIONS
Notwithstanding the payment of the aggregate payoff amount and the termination of the Existing Credit Agreement and the other Loan Documents, the following obligations of the Borrower shall survive such payment and termination (the "Surviving Obligations"):
(a) Indemnification. The indemnification obligations of the Borrower set forth in Section 10.05 of the Existing Credit Agreement in favor of the Administrative Agent, the Lenders, and the other Indemnified Parties (as defined therein), to the extent arising from acts, omissions, events, or circumstances occurring prior to or on the Payoff Date, subject in all respects to the terms, conditions, limitations, and exclusions set forth in Section 10.05 of the Existing Credit Agreement.
(b) Tax Gross-Up and Increased Costs. The obligations of the Borrower under Sections 3.01 (Taxes) and 3.04 (Increased Costs; Capital Adequacy) of the Existing Credit Agreement, to the extent such obligations relate to the period prior to and including the Payoff Date and are demanded in writing by the Administrative Agent or any Lender within one hundred eighty (180) days after the Payoff Date.
(c) Expense Reimbursement. The obligations of the Borrower under Section 10.04 of the Existing Credit Agreement to reimburse the Administrative Agent and the Lenders for reasonable and documented out-of-pocket fees, costs, and expenses (including attorneys' fees and disbursements) accrued prior to or on the Payoff Date, to the extent not included in the estimated expense amount set forth in Section 2.3(b) above. The Administrative Agent shall provide a final invoice for such expenses within forty-five (45) days after the Payoff Date.
(d) Confidentiality. The confidentiality obligations set forth in Section 10.08 of the Existing Credit Agreement shall survive for a period of two (2) years following the Payoff Date.
Except as expressly set forth in this Section 6, upon receipt by the Administrative Agent of the aggregate payoff amount in full in immediately available funds, all Obligations of the Borrower and each Guarantor under the Existing Credit Agreement and the other Loan Documents shall be deemed satisfied, discharged, and released in full, and the Existing Credit Agreement and the other Loan Documents (other than provisions that by their express terms survive termination) shall thereupon terminate and be of no further force or effect.
7. DIRECTION TO ADMINISTRATIVE AGENT; LENDER CONSENT
The Administrative Agent hereby confirms that, in accordance with Section 9.10 of the Existing Credit Agreement, the Lenders have authorized the Administrative Agent to deliver this Payoff Letter and to release all Liens and security interests upon receipt of the aggregate payoff amount in full. Section 9.10 of the Existing Credit Agreement provides that the Administrative Agent may, without the consent of any Lender, release any Lien on any Collateral granted to or held by the Administrative Agent under any Loan Document upon the full and final payment and satisfaction of all Obligations.
The Administrative Agent further confirms that Section 2.11(c) of the Existing Credit Agreement permits the mandatory prepayment of the Facilities upon a Change of Control at par, and that no "no-call," "non-call," "call protection," or similar restriction prohibits or limits the prepayment of the Facilities at par as of the Payoff Date. The Facilities are prepayable at par, plus accrued and unpaid interest, breakage costs, and other amounts as set forth in Section 2 of this Payoff Letter, without premium or penalty. No consent of the Required Lenders or any individual Lender is necessary for the prepayment of the Facilities and the termination of the Existing Credit Agreement upon payment of the aggregate payoff amount in full.
8. MISCELLANEOUS
Reliance. This Payoff Letter may be relied upon by Cloudium Technologies plc, Solara Digital Infrastructure Fund VI LP, Stratos Merger Sub Inc., Meridian Atlantic Bank, N.A. (in its capacity as incoming administrative agent under the new credit facilities being established in connection with the Merger), Calderwood & Harkness LLP (as buyer's counsel), Ridgeway Phelps & Sato LLP (as target's counsel), and Winthrop & Hale LLP (as lenders' counsel to the incoming lending syndicate), and each of their respective successors and assigns. Each such party is entitled to rely on the accuracy and completeness of the representations, confirmations, and payoff amounts set forth herein in connection with the closing of the Merger and the establishment of the new credit facilities.
Governing Law. This Payoff Letter shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction (other than Section 5-1401 of the New York General Obligations Law).
Counterparts. This Payoff Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter by facsimile transmission or electronic transmission (including PDF or any electronic signature complying with the U.S. federal ESIGN Act of 2000) shall be as effective as delivery of a manually executed counterpart hereof.
Notices. All notices, requests, demands, and other communications in connection with this Payoff Letter shall be in writing and shall be delivered by hand, by nationally recognized overnight courier, by facsimile, or by electronic mail to the following addresses:
If to the Administrative Agent:
Atlas Commercial Lending Corp. 300 Vesey Street New York, NY 10281
Attention: Loan Administration / Agency Services
Telephone: (212) 448-7600
Email: agencyservices@atlascommercial.com
with a copy to:
Fitzwilliam & Archer LLP 200 Park Avenue, 45th Floor New York, NY 10166
Attention: Derek Calloway, Partner
Telephone: (212) 557-3200
Email: dcalloway@fitzwilliamarcher.com
If to the Borrower:
Cloudium Technologies plc 45 Broadwick Street London W1F 0DB, United Kingdom
Attention: Nadia Chowdhury, General Counsel; Sienna Whitfield, CFO
Email: nchowdhury@cloudium.com; swhitfield@cloudium.com
with a copy to:
Ridgeway Phelps & Sato LLP 30 Rockefeller Plaza, 42nd Floor New York, NY 10112
Attention: Vanessa K. Okafor, Partner
Telephone: (212) 903-8400
Email: vokafor@ridgewayphelps.com
[Remainder of this page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, the undersigned has caused this Payoff Letter to be duly executed and delivered as of the date first written above.
ATLAS COMMERCIAL LENDING CORP., as Administrative Agent
By: ________
Name: Catherine D. Hargrove
Title: Senior Vice President, Agency Services
Date: July 5, 2024
ACKNOWLEDGMENT BY BORROWER
The undersigned, Cloudium Technologies plc, as Borrower under the Existing Credit Agreement, hereby acknowledges receipt of this Payoff Letter, confirms the accuracy of the outstanding principal balances set forth herein, and agrees that, upon the payment of the aggregate payoff amount in full, all Obligations under the Existing Credit Agreement and the other Loan Documents (other than Surviving Obligations as described in Section 6 above) shall be satisfied, discharged, and released in full.
CLOUDIUM TECHNOLOGIES PLC, as Borrower
Acknowledged and Agreed:
By: ________
Name: Sienna Whitfield
Title: Chief Financial Officer
Date: ________
ATTACHMENTS
The following attachments are incorporated by reference into this Payoff Letter:
•  Attachment A: Schedule of Outstanding Obligations (detailed breakdown of principal, interest, fees, and expenses for each Facility)
•  Attachment B: Wire Transfer Instructions (detailed form)
•  Attachment C: List of UCC-1 Financing Statements to be Terminated (by jurisdiction and filing number)
•  Attachment D: List of IP Security Agreements, Pledges, and Mortgages to be Released
•  Attachment E: Form of UCC-3 Financing Statement Amendment (Termination) — Pre-Signed by Atlas Commercial Lending Corp.
ATTACHMENT A
SCHEDULE OF OUTSTANDING OBLIGATIONS
As of 11:59 P.M. (Eastern Time) on July 9, 2024 (Anticipated Payoff Date)
I. Term Loan Facility
II. Revolving Credit Facility
III. Other Amounts
IV. Aggregate Payoff Amount
Note: The aggregate payoff amount is subject to per diem adjustment of $177,910.80 for each calendar day after July 9, 2024 through and including the actual date of payment. This schedule is valid through July 12, 2024 (the Good-Through Date).
ATTACHMENT B
WIRE TRANSFER INSTRUCTIONS
All payments shall be made in immediately available funds, denominated in United States dollars, by federal funds wire transfer to the following account:
Additional Instructions:
(a) If two separate wire transfers are made, the first wire (for the Term Loan Facility payoff) should include the reference: "Cloudium Technologies plc — Payoff — Term Loan — Credit Agreement dated March 15, 2021."
(b) The second wire (for the Revolving Credit Facility payoff and all remaining fees and expenses) should include the reference: "Cloudium Technologies plc — Payoff — Revolving Facility — Credit Agreement dated March 15, 2021."
(c) Upon initiation of each wire transfer, please contact Elena V. Marchetti, Vice President, Agency Services, at (212) 448-7635 or emarchetti@atlascommercial.com to confirm the wire reference number and amount.
ATTACHMENT C
LIST OF UCC-1 FINANCING STATEMENTS TO BE TERMINATED
The following UCC-1 financing statements (and any amendments thereto) shall be terminated by the filing of UCC-3 financing statement amendments (terminations) upon receipt of the aggregate payoff amount in full:
Pre-signed UCC-3 termination statements for each of the above filings are attached hereto as Attachment E.
ATTACHMENT D
LIST OF IP SECURITY AGREEMENTS, PLEDGES, AND MORTGAGES TO BE RELEASED
The following security documents shall be released and terminated upon receipt of the aggregate payoff amount in full:
I. Guarantee and Collateral Agreements
II. IP Security Agreements
III. Pledge Agreements
IV. Mortgages and Real Property Instruments
ATTACHMENT E
FORM OF UCC-3 FINANCING STATEMENT AMENDMENT (TERMINATION)
Pre-signed originals of UCC-3 financing statement amendments (terminations) for each UCC-1 financing statement identified in Attachment C are attached hereto. Each UCC-3 has been executed by Atlas Commercial Lending Corp., as Secured Party of Record, and authorizes the termination of the corresponding UCC-1 financing statement.
For brevity, the form of each UCC-3 is not reproduced herein. The executed originals are being held in escrow by Calderwood & Harkness LLP and will be filed upon written confirmation from the Administrative Agent that the aggregate payoff amount has been received in full in immediately available funds.
[Form of UCC-3 Termination Statements — See Executed Originals Delivered Separately]
CALDERWOOD & HARKNESS LLP
INTERNAL REVIEW MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
July 8, 2024
TO: File — Matter No. 1041-00003
FROM: Andrew Fitzpatrick, Working Associate
REVIEWED BY: Tiffany Rosenthal, Lead Associate; Harrison Wexford, Responsible Partner
DATE OF REVIEW: July 5–8, 2024
RE: Review and Confirmation of Payoff Letter — Atlas Commercial Lending Corp. / Cloudium Technologies plc — Credit Agreement dated March 15, 2021
I. Purpose.  This memorandum summarizes the results of Calderwood & Harkness LLP's review of the Payoff Letter dated July 5, 2024 (the "Payoff Letter"), delivered by Atlas Commercial Lending Corp. ("Atlas"), as Administrative Agent, in connection with the payoff and termination of all obligations under the Credit Agreement dated as of March 15, 2021 (the "Existing Credit Agreement"). The payoff is being made in connection with the closing of the Merger between Cloudium Technologies plc ("Cloudium") and Stratos Merger Sub Inc., a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP ("Solara"), pursuant to the Agreement and Plan of Merger dated January 22, 2024 (the "Merger Agreement").
II. Review Findings
1. Aggregate Payoff Amount — Cross-Reference to Closing Documents.
We have confirmed that the aggregate payoff amount of $824,019,706.43 (comprised of $620,000,000.00 in term loan principal, $200,000,000.00 in revolving facility drawn amount, and $4,019,706.43 in accrued interest, fees, breakage costs, and expenses) is consistent with:
(a) The Estimated Closing Statement delivered by Cloudium on July 8, 2024, which reflects existing indebtedness of $820,000,000.00 in principal and accrued amounts of approximately $4.02 million;
(b) The Funds Flow Memorandum (final execution version dated July 8, 2024), which allocates $824,019,706.43 as a single line item for "Repayment of Existing Cloudium Indebtedness — Atlas" within the aggregate closing funding requirement of $7,188,944,048.00; and
(c) The sources-and-uses analysis prepared by Solara's financial advisor, which includes $820,000,000.00 for existing debt repayment as a component of total uses, with the balance representing interest, fees, and costs.
2. Wire Instructions.
We have verified the wire transfer instructions set forth in the Payoff Letter and Attachment B against Atlas's standing wire instructions on file with our office (last confirmed via callback on March 12, 2024) and against the wire instructions provided directly by Elena V. Marchetti of Atlas via telephone callback on July 5, 2024 at 3:42 P.M. (Eastern Time). The ABA routing number, account number, and account name are consistent across all sources.
3. Change of Control Mandatory Prepayment Provision.
We have confirmed that Section 8.01(j) of the Existing Credit Agreement defines "Change of Control" to include any transaction (including a merger) resulting in any person or group of persons (other than existing holders of more than 50% of the voting equity) acquiring direct or indirect ownership of more than 50% of the voting equity interests of the Borrower. The Merger, pursuant to which Solara will acquire indirect ownership of 100% of the equity interests of Cloudium through the reverse triangular merger structure, constitutes a Change of Control under the Existing Credit Agreement. Section 2.11(c) requires mandatory prepayment of all Obligations within five (5) Business Days of consummation of a Change of Control.
4. Lien Release Package and UCC-3 Termination Filings.
We have confirmed that all security interests granted under the Existing Credit Agreement and related Loan Documents are to be released upon receipt of the payoff amount. Andrew Fitzpatrick has prepared the lien release package, including:
(a) UCC-3 financing statement amendments (terminations) for all five (5) UCC-1 filings identified in Attachment C, covering filings in Delaware, California, New York, and Texas;
(b) Release letters for recordation with the United States Patent and Trademark Office and the United States Copyright Office;
(c) A reconveyance request for the Deed of Trust encumbering the Mountain View data center facility; and
(d) Subsidiary equity pledge release letters.
All UCC-3 termination statements have been pre-signed by Atlas and are being held in escrow by our office. Filing will occur on the Payoff Date (anticipated July 9, 2024) upon written confirmation from Atlas that the aggregate payoff amount has been received in full.
5. Good-Through Date.
The Payoff Letter is valid through July 12, 2024 (the Good-Through Date), which provides a three (3) Business Day cushion beyond the anticipated closing date of July 9, 2024. This cushion is adequate to accommodate any minor delays in the closing sequence.
6. Per Diem Interest Calculation.
We have independently verified the per diem interest calculations as follows:
•  Term Loan: $620,000,000.00 × 7.83% / 360 = $134,716.67 per day. The Payoff Letter states $132,942.47 per day. The slight variance appears attributable to the specific SOFR rate applicable to the current Interest Period (which may differ marginally from the 5.33% rate used as an approximation). We have requested and received confirmation from Atlas that the per diem figure reflects the actual SOFR rate of 5.2850% in effect for the current Interest Period. On this basis, the per diem calculation is confirmed as accurate.
•  Revolving Facility: $200,000,000.00 × 7.83% / 360 = $43,500.00 per day (approximate). The Payoff Letter states $42,885.00 per day, which is consistent with the SOFR rate of 5.2850% noted above. Confirmed as accurate.
7. Letters of Credit and Swap Obligations.
We have confirmed, based on representations in the Payoff Letter and a separate officer's certificate delivered by Cloudium's Treasurer on July 3, 2024, that no letters of credit are outstanding under the Revolving Credit Facility and no swap or hedging obligations are outstanding under or in connection with the Existing Credit Agreement or the Loan Documents.
8. Prepayment Premium / Make-Whole.
We have reviewed the Existing Credit Agreement and confirmed that no prepayment premium, make-whole amount, yield maintenance premium, or non-call provision is applicable to the prepayment of either the Term Loan Facility or the Revolving Credit Facility as of the anticipated Payoff Date. The Facilities are callable at par plus accrued interest and breakage costs.
9. Surviving Obligations.
The Payoff Letter identifies the following surviving obligations: (a) indemnification obligations (Section 10.05 of the Existing Credit Agreement); (b) tax gross-up and increased costs provisions (Sections 3.01 and 3.04); (c) expense reimbursement obligations (Section 10.04); and (d) confidentiality obligations (Section 10.08). These are customary carve-outs from the payoff and discharge, and we consider them acceptable. We note that the indemnification obligations are limited by their terms to claims arising from events prior to the Payoff Date and are subject to the customary exclusions for gross negligence and willful misconduct.
10. Reliance Provision.
The reliance provision in Section 8 of the Payoff Letter covers all relevant parties to the transaction, including Cloudium, Solara, Stratos Merger Sub Inc., Meridian Atlantic Bank, N.A. (as incoming administrative agent), our firm (Calderwood & Harkness LLP), Ridgeway Phelps & Sato LLP (target's counsel), and Winthrop & Hale LLP (incoming lenders' counsel). This is acceptable and consistent with market practice.
III. Conclusion.  Based on the foregoing review, the Payoff Letter dated July 5, 2024 is in acceptable form and is confirmed for closing purposes. We recommend that the wire of the aggregate payoff amount of $824,019,706.43 to Atlas Commercial Lending Corp. proceed on the Payoff Date in accordance with the Closing Agenda / Sequence of Events (Item 14 of the Closing Agenda, as revised July 8, 2024). The UCC-3 termination statements and lien release documentation will be filed and distributed promptly upon confirmation of receipt of the payoff wire.
This memorandum is prepared for internal purposes only and is protected by the attorney-client privilege and the work product doctrine. It is not intended for distribution to any third party without the prior written consent of Harrison Wexford, Responsible Partner.
CALDERWOOD & HARKNESS LLP
Prepared by: Andrew Fitzpatrick, Working Associate Reviewed by: Tiffany Rosenthal, Lead Associate Approved by: Harrison Wexford, Responsible Partner Matter No.: 1041-00003
Date: July 8, 2024
Component | Amount
Term Loan — Outstanding Principal | $620,000,000.00
Term Loan — Accrued and Unpaid Interest | $2,683,716.67
Term Loan — SOFR Breakage Costs | $189,411.23
Revolving Facility — Outstanding Drawn Amount | $200,000,000.00
Revolving Facility — Accrued and Unpaid Interest | $866,037.50
Revolving Facility — Commitment Fees (Undrawn Portion) | $41,666.67
Revolving Facility — SOFR Breakage Costs | $61,100.39
Administrative Agent Fee (Pro-Rata 2024) | $90,273.97
Expenses (Estimated) | $87,500.00
Aggregate Payoff Amount | $824,019,706.43
Item | Amount
Outstanding Principal Balance | $620,000,000.00
Applicable Interest Rate (SOFR + 250 bps) | 7.83% per annum
Last Interest Payment Date | June 15, 2024
Days of Accrued Interest (June 16 – July 9, 2024) | 24 days
Accrued and Unpaid Interest | $2,683,716.67
Per Diem Interest Amount | $132,942.47
SOFR Breakage Costs (6 days remaining in Interest Period) | $189,411.23
Prepayment Premium | $0.00
Late Charges | $0.00
Term Loan Facility — Subtotal | $622,873,127.90
Item | Amount
Outstanding Drawn Amount | $200,000,000.00
Applicable Interest Rate (SOFR + 250 bps) | 7.83% per annum
Last Interest Payment Date | June 15, 2024
Days of Accrued Interest (June 16 – July 9, 2024) | 24 days
Accrued and Unpaid Interest | $866,037.50
Per Diem Interest Amount | $42,885.00
Undrawn Commitment Amount | $200,000,000.00
Commitment Fee Rate | 0.375% per annum
Last Commitment Fee Payment Date | June 15, 2024
Days of Accrued Commitment Fee (June 16 – July 9, 2024) | 24 days
Accrued and Unpaid Commitment Fee | $41,666.67
SOFR Breakage Costs (6 days remaining in Interest Period) | $61,100.39
Outstanding Letters of Credit | None
Prepayment Premium | $0.00
Late Charges | $0.00
Revolving Credit Facility — Subtotal | $200,968,804.56
Item | Amount
Administrative Agent Fee (Pro-Rata 2024: Jan. 1 – July 9) | $90,273.97
Expenses (Estimated, Including Legal Fees) | $87,500.00
Other Amounts | $0.00
Other Amounts — Subtotal | $177,773.97
Component | Amount
Term Loan Facility Subtotal | $622,873,127.90
Revolving Credit Facility Subtotal | $200,968,804.56
Other Amounts Subtotal | $177,773.97
AGGREGATE PAYOFF AMOUNT | $824,019,706.43
Field | Detail
Beneficiary Bank Name | Sentinel National Bank, N.A.
Beneficiary Bank Address | 140 Broadway, New York, NY 10005
ABA/Routing Number | 021-084-719
SWIFT Code | SNTLUS33
Account Name | Atlas Commercial Lending Corp. — Loan Payoff Account
Account Number | 7839-2156-4400
Reference | Cloudium Technologies plc — Payoff — Credit Agreement dated March 15, 2021
No. | Jurisdiction | Filing Office | Filing Number | Filing Date | Debtor | Secured Party
1 | Delaware | Secretary of State | 2021-1587342 | 03/15/2021 | Cloudium Technologies plc | Atlas Commercial Lending Corp.
2 | Delaware | Secretary of State | 2021-1587359 (Amendment) | 06/30/2021 | Cloudium Technologies plc | Atlas Commercial Lending Corp.
3 | California | Secretary of State | 21-7882901456 | 03/15/2021 | Cloudium Technologies plc | Atlas Commercial Lending Corp.
4 | New York | Department of State | 202103152847691 | 03/15/2021 | Cloudium Technologies US Holdings Inc. | Atlas Commercial Lending Corp.
5 | Texas | Secretary of State | 21-0038914725 | 03/15/2021 | Cloudium Data Services LLC | Atlas Commercial Lending Corp.
No. | Document | Date | Parties
1 | Guarantee and Collateral Agreement | 03/15/2021 | Cloudium Technologies plc, Cloudium Technologies US Holdings Inc., Cloudium Data Services LLC, and Atlas Commercial Lending Corp., as Administrative Agent
No. | Document | Date | Applicable IP Office
1 | Intellectual Property Security Agreement | 03/15/2021 | USPTO; USCO
2 | Trademark Security Agreement | 03/15/2021 | USPTO
3 | Patent Security Agreement | 03/15/2021 | USPTO
4 | Copyright Security Agreement | 03/15/2021 | USCO
No. | Document | Date | Pledged Equity
1 | Pledge Agreement | 03/15/2021 | 100% equity in Cloudium Technologies US Holdings Inc.; 100% equity in Cloudium Technologies UK Ltd.; 65% equity in Cloudium Technologies India Pvt. Ltd.; 100% equity in Cloudium Solutions GmbH
No. | Document | Date | Property
1 | Deed of Trust | 03/15/2021 | Data center facility, 2400 Bayshore Parkway, Mountain View, CA 94043