1041-00003 · Solara Digital Infrastructure LP · Financing

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SOLARA DIGITAL INFRASTRUCTURE FUND VI LP 1200 Market Street, Suite 3400 Wilmington, Delaware 19801

January 22, 2024

EQUITY COMMITMENT LETTER

EXECUTION VERSION

Stratos Merger Sub Inc. 1209 Orange Street Wilmington, Delaware 19801

Attention: Authorized Officer

Ladies and Gentlemen:

1. Recitals and Introduction

This equity commitment letter (this "Equity Commitment Letter") is being delivered by Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI" or "Parent"), to Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub"), in connection with the Agreement and Plan of Merger, dated as of January 22, 2024 (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) (the "Company"), Merger Sub, and Fund VI.

Merger Sub is a wholly owned subsidiary of Fund VI, formed solely for the purpose of effectuating the reverse triangular merger contemplated by the Merger Agreement (the "Merger"). Pursuant to the Merger Agreement, at the Effective Time, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Fund VI. In the Merger, each outstanding share of the Company's ordinary shares (other than (i) shares held by the Company as treasury shares, (ii) shares owned by Parent, Merger Sub, or any of their respective subsidiaries, and (iii) shares subject to rollover elections pursuant to the Rollover Agreements) will be converted into the right to receive $36.92 per share in cash, without interest (the "Per Share Merger Consideration"), resulting in an aggregate equity value of approximately $6,800,000,000.

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement. This Equity Commitment Letter sets forth the commitment of Fund VI to provide, or cause to be provided, the Equity Financing (as defined below) to Merger Sub on the terms and subject to the conditions set forth herein.

2. Commitment

2.1 Equity Commitment Amount

Fund VI hereby irrevocably commits to contribute, or cause to be contributed, to Merger Sub, immediately prior to or substantially concurrently with the Closing (as defined in the Merger Agreement), cash in an aggregate amount equal to Two Billion Eight Hundred Thirty-Two Million Eight Hundred Eighty-Eight Thousand Ninety-Six Dollars ($2,832,888,096) (the "Equity Commitment" or the "Equity Financing"). The Equity Commitment shall be funded in United States dollars in immediately available funds by wire transfer to such account or accounts as Merger Sub shall designate to Fund VI in writing not less than three (3) business days prior to the anticipated Closing Date. Fund VI's commitment hereunder is a primary obligation of Fund VI, and not merely a guarantee or surety obligation, and Fund VI shall be directly liable to Merger Sub (and, as applicable, to the Company as an express third-party beneficiary) for the performance of such obligation in accordance with the terms hereof.

For the avoidance of doubt, the Equity Commitment includes the co-investment in the aggregate amount of $425,000,000 to be made by Solara Digital Co-Invest VI-A LP, a Delaware limited partnership and an affiliate of Fund VI (the "Co-Invest Vehicle"), pursuant to that certain Co-Investment Agreement, dated as of the date hereof, by and between Fund VI and the Co-Invest Vehicle (the "Co-Investment Agreement"). The inclusion of the Co-Invest Vehicle's commitment within the Equity Commitment shall not diminish or otherwise affect Fund VI's obligation to fund the Equity Commitment in full; Fund VI shall remain solely responsible and liable for the entirety of the Equity Commitment regardless of whether or not the Co-Invest Vehicle performs its obligations under the Co-Investment Agreement.

2.2 Purpose of Equity Financing

The Equity Financing shall be used by Merger Sub, together with (i) the proceeds of the debt financing contemplated by that certain Debt Commitment Letter, dated as of January 22, 2024 (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Debt Commitment Letter"), from Meridian Atlantic Bank, N.A., as lead arranger and administrative agent, and Ironclad Capital Markets LLC, as co-arranger, pursuant to which such lenders have committed to provide an aggregate amount of $4,240,000,000 in debt financing (the "Debt Financing"), and (ii) the rollover equity contributions contemplated by the Rollover Agreements (the "Rollover Equity"), exclusively to fund:

(a) the payment of the aggregate cash merger consideration to non-rolling shareholders of the Company, in an aggregate amount of approximately $6,183,944,048;

(b) the repayment and discharge in full of all of the Company's existing indebtedness required to be repaid at or in connection with the Closing, including, without limitation, the approximately $820,000,000 outstanding under that certain Credit Agreement, dated as of March 15, 2021, by and among the Company, certain of its subsidiaries as guarantors, and Atlas Commercial Lending Corp., as administrative agent (consisting of (i) a term loan facility in the aggregate outstanding principal amount of $620,000,000 and (ii) amounts drawn under the revolving credit facility in the aggregate outstanding principal amount of $200,000,000), together with all accrued and unpaid interest, prepayment premiums (if any), and other amounts required to be paid in connection with such repayment and discharge;

(c) the payment of all fees, costs, and expenses incurred or expected to be incurred by Fund VI, Merger Sub, the Company, and their respective affiliates in connection with the transactions contemplated by the Merger Agreement and the financing thereof, including, without limitation, legal fees, accounting fees, advisory fees, financing fees, regulatory filing fees, and other transaction-related expenses, in an estimated aggregate amount of approximately $185,000,000;

(d) the funding of the indemnity escrow in the amount of $544,000,000 (equal to approximately 8% of the aggregate deal value of $6,800,000,000), to be deposited with Cobalt Trust Company, as escrow agent, at the Closing, in accordance with the terms and conditions of the Escrow Agreement contemplated by the Merger Agreement; and

(e) any other amounts required to be paid by Merger Sub, Parent, or any of their respective affiliates at or in connection with the Closing under the Merger Agreement or the other transaction documents, including, without limitation, any amounts payable to dissenting shareholders (if applicable) and any working capital adjustments.

Fund VI acknowledges and agrees that, other than as expressly set forth above, the Equity Financing shall not be used for any other purpose.

2.3 Sources and Uses Summary

The following table sets forth a summary of the anticipated sources and uses of funds in connection with the Closing:

Sources of Funds:

The Rollover Equity of $616,055,952 is comprised of (i) approximately $142,814,544 from Jonathan Hargrove, the Chief Executive Officer of the Company, pursuant to that certain Rollover and Contribution Agreement, dated as of the date hereof, by and between Fund VI and Jonathan Hargrove (the "Hargrove Rollover Agreement"), and (ii) approximately $473,241,408 from Pinnacle Growth Ventures LLC, a Delaware limited liability company, pursuant to that certain Rollover and Contribution Agreement, dated as of the date hereof, by and between Fund VI and Pinnacle Growth Ventures LLC (the "Pinnacle Rollover Agreement" and, together with the Hargrove Rollover Agreement, the "Rollover Agreements").

Uses of Funds:

For the avoidance of doubt, the Debt Commitment Letter also provides for a senior secured revolving credit facility in an aggregate principal amount of $500,000,000 (the "Revolving Credit Facility"), which is available to the Company following the Closing for working capital and general corporate purposes. The Revolving Credit Facility is expected to be undrawn at the Closing and accordingly is not included in the sources of funds set forth above. To the extent the Revolving Credit Facility is drawn at or prior to Closing, the aggregate sources of funds shall be adjusted accordingly, and the Equity Commitment shall not be reduced by reason thereof.

3. Conditions to Funding

3.1 Conditions Precedent

The obligation of Fund VI to fund, or cause to be funded, the Equity Commitment is subject solely to:

(a) the satisfaction (or valid waiver by the party or parties entitled to the benefit thereof) of each of the conditions to the obligations of Parent and Merger Sub to consummate the Closing as set forth in Article VII of the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, provided that such conditions shall be capable of being satisfied at such time and would be satisfied assuming the Closing were to occur on the date of determination); and

(b) the substantially contemporaneous consummation of the Closing in accordance with the terms of the Merger Agreement.

For the avoidance of doubt, no additional conditions beyond those expressly set forth in Article VII of the Merger Agreement shall apply to Fund VI's obligation to fund the Equity Commitment hereunder. The conditions to funding set forth in this Section 3.1 are intended to mirror, and shall in no event be more restrictive or burdensome than, the conditions to the obligations of Parent and Merger Sub to consummate the Closing as set forth in the Merger Agreement (commonly referred to as "SunGard-compliant" conditionality). Fund VI acknowledges that the parties have structured the conditionality framework under this Equity Commitment Letter to be coextensive with the closing conditions in the Merger Agreement, and Fund VI shall not assert any defense or claim based on any condition not expressly set forth in Article VII of the Merger Agreement.

3.2 No Excuse from Failure of Debt Financing

Fund VI hereby acknowledges and agrees that its obligation to fund the Equity Commitment hereunder is not conditioned on, and shall not be subject to any reduction, offset, counterclaim, or defense as a result of, the receipt, availability, or sufficiency of the Debt Financing or any other financing (whether debt, equity, or otherwise) that may be contemplated or obtained in connection with the transactions contemplated by the Merger Agreement. Without limiting the generality of the foregoing:

(a) In the event that the Debt Financing is not available, in whole or in part, at or prior to the Closing, Fund VI shall remain fully obligated to fund the Equity Commitment in full in accordance with the terms hereof, and such unavailability of the Debt Financing shall not constitute a defense to, or excuse the performance of, Fund VI's obligations under this Equity Commitment Letter.

(b) Fund VI shall use commercially reasonable efforts to arrange, on a timely basis, alternative debt financing on terms and conditions reasonably acceptable to Fund VI (it being understood that such terms and conditions need not be identical to or more favorable than those set forth in the Debt Commitment Letter) in the event the Debt Financing is not available in whole or in part.

(c) Notwithstanding the foregoing, the aggregate equity obligation of Fund VI under this Equity Commitment Letter shall not exceed the sum of (i) the Equity Commitment ($2,832,888,096) plus (ii) any additional amounts required to replace any portion of the Debt Financing that is not funded; provided, however, that in no event shall Fund VI's aggregate liability under this Equity Commitment Letter exceed the Total Funding Requirement ($7,188,944,048).

Fund VI acknowledges that the foregoing provisions are a material inducement for the Company and Merger Sub to enter into the Merger Agreement and the transactions contemplated thereby.

4. Limited Guarantee

Reference is hereby made to that certain Limited Guarantee, dated as of the date hereof (the "Limited Guarantee"), executed and delivered by Solara Fund VI GP LLC, a Delaware limited liability company (the "Guarantor"), in favor of the Company, pursuant to which the Guarantor has guaranteed the payment by Parent of the Reverse Termination Fee (as defined in the Merger Agreement) in the amount of $374,000,000 (representing approximately 5.5% of the aggregate deal value of $6,800,000,000) to the Company upon the occurrence of the applicable triggering events under the Merger Agreement. The Guarantor's maximum aggregate liability under the Limited Guarantee shall not exceed Two Hundred Forty-Six Million Dollars ($246,000,000), consisting of (i) $221,000,000 in respect of the termination fee payable by Parent pursuant to the Merger Agreement and (ii) $25,000,000 in respect of the Company's reasonable and documented out-of-pocket enforcement costs and expenses incurred in connection with enforcing the Company's rights under the Limited Guarantee.

The Limited Guarantee is a separate instrument executed and delivered concurrently herewith, and the terms and conditions thereof are incorporated herein by reference solely for informational purposes. Nothing in this Section 4 or in the Limited Guarantee shall in any manner limit, reduce, or otherwise affect Fund VI's obligation to fund the Equity Commitment as set forth in this Equity Commitment Letter. The obligations of Fund VI under this Equity Commitment Letter and the obligations of the Guarantor under the Limited Guarantee are separate and independent, and the existence or exercise of any right or remedy under one such instrument shall not be deemed to be an election of remedies or a bar to the exercise of any right or remedy under the other instrument, except to the extent expressly provided in the Merger Agreement.

5. General Partner Authorization

Fund VI hereby represents and warrants to Merger Sub and the Company that Solara Fund VI GP LLC, as the general partner of Fund VI, has duly authorized the execution, delivery, and performance by Fund VI of this Equity Commitment Letter and the consummation of the transactions contemplated hereby. Such authorization was effected pursuant to resolutions duly adopted by the board of managers of Solara Fund VI GP LLC at a meeting duly convened and held on January 22, 2024, at which a quorum was present and acting throughout (the "GP Resolutions"). The GP Resolutions authorized, among other things, Fund VI's entry into the Merger Agreement, this Equity Commitment Letter, the Limited Guarantee (to the extent executed by the Guarantor), the Co-Investment Agreement, and all other agreements, instruments, certificates, and documents ancillary thereto or contemplated thereby.

Fund VI is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Fund VI's federal employer identification number (EIN) is 87-4523190. Solara Fund VI GP LLC, as the sole general partner of Fund VI, has full power and authority to act on behalf of Fund VI and to bind Fund VI in connection with this Equity Commitment Letter and the transactions contemplated hereby, in accordance with the terms of that certain Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure Fund VI LP, dated as of September 14, 2022 (as amended, the "LPA").

6. Representations and Warranties of Fund VI

Fund VI hereby represents and warrants to Merger Sub and the Company as follows, in each case as of the date hereof and as of the Closing Date:

6.1 Organization and Good Standing

Fund VI is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Fund VI has all requisite limited partnership power and authority to execute, deliver, and perform its obligations under this Equity Commitment Letter and to consummate the transactions contemplated hereby. The general partner of Fund VI is Solara Fund VI GP LLC, a Delaware limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware.

6.2 Authorization. The execution, delivery, and performance by Fund VI of this Equity Commitment Letter and the consummation of the transactions contemplated hereby have been duly authorized by all necessary partnership action on the part of Fund VI, including, without limitation, the approval and authorization of Solara Fund VI GP LLC, as the general partner of Fund VI, pursuant to the GP Resolutions and in accordance with the LPA. No other partnership action, consent, or approval on the part of Fund VI, its general partner, or its limited partners is necessary to authorize the execution, delivery, and performance of this Equity Commitment Letter or the consummation of the transactions contemplated hereby.

6.3 Enforceability. This Equity Commitment Letter has been duly executed and delivered by Fund VI and constitutes the valid and binding obligation of Fund VI, enforceable against Fund VI in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, fraudulent conveyance, and similar laws affecting or relating to the enforcement of creditors' rights generally and (b) general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance, injunctive relief, or other equitable remedies) (collectively, the "Enforceability Exceptions").

6.4 No Conflicts

The execution, delivery, and performance by Fund VI of this Equity Commitment Letter and the consummation of the transactions contemplated hereby do not and will not (a) violate, conflict with, or result in a breach of any provision of the LPA or the organizational documents of Solara Fund VI GP LLC, (b) violate any law, statute, regulation, rule, order, judgment, decree, or injunction of any governmental authority applicable to Fund VI or its properties or assets, or (c) result in a breach of, constitute a default under, give rise to any right of termination, cancellation, or acceleration under, or require any consent under, any material contract, agreement, mortgage, indenture, lease, license, permit, or other instrument to which Fund VI is a party or by which Fund VI or any of its properties or assets is bound, except, in the case of clauses (b) and (c), as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of Fund VI to perform its obligations under this Equity Commitment Letter.

6.5 Sufficiency of Funds

Fund VI has, and at all times from the date hereof through and including the Closing Date will have, uncalled capital commitments from its limited partners and/or available cash in accounts maintained by or on behalf of Fund VI, in each case in amounts sufficient to fund the Equity Commitment in full in accordance with the terms hereof. As of the date hereof, Fund VI has total committed capital of $12,400,000,000 (vintage year 2022). Fund VI's capital commitments are evidenced by binding subscription agreements executed by each limited partner of Fund VI. Solara Digital Infrastructure LP, as the sponsor and investment manager of Fund VI, has approximately $38 billion in aggregate assets under management across its six flagship funds. Fund VI has not incurred any obligation, commitment, or liability (whether absolute or contingent) that would impair or otherwise adversely affect its ability to fund the Equity Commitment in full at or prior to the Closing.

6.6 No Bankruptcy

No case, proceeding, or other action under any applicable federal, state, or foreign bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, or similar debtor relief law has been commenced by or against Fund VI or its general partner. No such case, proceeding, or action is contemplated by Fund VI or its general partner, and, to the knowledge of Fund VI, no such case, proceeding, or action has been threatened against Fund VI or its general partner by any third party. Fund VI has not made a general assignment for the benefit of creditors, and no trustee, receiver, custodian, or similar official has been appointed for Fund VI or any substantial part of its assets.

6.7 Solvency. After giving effect to the funding of the Equity Commitment and the consummation of the transactions contemplated by the Merger Agreement, Fund VI will be solvent. For purposes of this Section 6.7, "solvent" means that (a) the fair saleable value of Fund VI's assets will exceed the sum of its debts, liabilities, and obligations (whether absolute, fixed, contingent, or otherwise), (b) Fund VI will be able to pay its debts, liabilities, and obligations as they become due, and (c) Fund VI will have adequate capital to carry on its business and all businesses in which it is about to engage.

7. Covenants

7.1 Maintenance of Existence

Fund VI hereby covenants and agrees that it shall maintain its existence as a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware from the date hereof through the earlier of (a) the Closing or (b) the termination of this Equity Commitment Letter in accordance with Section 8 hereof. Fund VI shall not dissolve, liquidate, wind up, or take any action to effect or authorize any such dissolution, liquidation, or winding up during such period.

7.2 No Amendments

Fund VI shall not amend, modify, supplement, restate, or waive any provision of this Equity Commitment Letter, or consent to any such amendment, modification, supplement, restatement, or waiver, without the prior written consent of Merger Sub and the Company (in the Company's capacity as an express third-party beneficiary hereof). Any purported amendment, modification, supplement, restatement, or waiver entered into in violation of this Section 7.2 shall be null and void and of no force or effect.

7.3 No Assignment

Fund VI shall not assign, transfer, pledge, encumber, or otherwise dispose of, or delegate, its rights or obligations under this Equity Commitment Letter, in whole or in part, without the prior written consent of Merger Sub and the Company (in the Company's capacity as an express third-party beneficiary hereof); provided, however, that Fund VI may, without such consent, assign or delegate its obligations hereunder, in whole or in part, (a) to any direct or indirect wholly owned subsidiary of Fund VI or (b) to Solara Digital Co-Invest VI-A LP; provided, further, that no such assignment or delegation shall relieve Fund VI of its obligations hereunder, and Fund VI shall remain primarily liable for the performance of all of its obligations hereunder notwithstanding any such assignment or delegation. Any purported assignment, transfer, or delegation in violation of this Section 7.3 shall be null and void and of no force or effect.

7.4 Cooperation with Financing

Fund VI shall use reasonable best efforts to cause the Debt Financing to be funded at or prior to the Closing in accordance with the terms and conditions of the Debt Commitment Letter, including, without limitation, by (a) complying with and performing its obligations under the Debt Commitment Letter, (b) causing Merger Sub and the Company (to the extent within Fund VI's control) to comply with and perform their respective obligations under the Debt Commitment Letter and any related fee letters, engagement letters, or commitment papers, and (c) cooperating with Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC in connection with the syndication of the Debt Financing to the extent required by the Debt Commitment Letter. Fund VI shall promptly inform Merger Sub and the Company of any material event or development of which it becomes aware that would reasonably be expected to prevent, materially delay, or materially impair the availability of the Debt Financing or any portion thereof.

8. Termination

8.1 Termination Events

This Equity Commitment Letter shall terminate automatically and without further action by any party upon the earliest to occur of:

(a) the consummation of the Closing and the funding of the Equity Commitment in full in accordance with the terms hereof;

(b) the valid termination of the Merger Agreement in accordance with Article VIII thereof (or such other article as may provide for termination); or

(c) the Outside Date (as defined in the Merger Agreement), which shall be June 30, 2024 (or such later date as may be agreed upon by the parties to the Merger Agreement in accordance with the terms thereof).

For the avoidance of doubt, the parties to the Merger Agreement mutually agreed to extend the Outside Date beyond June 30, 2024, and the Closing was consummated on July 9, 2024. This Section 8.1 reflects the terms of this Equity Commitment Letter as of its execution on the date set forth above.

8.2 Effect of Termination

Upon the termination of this Equity Commitment Letter in accordance with Section 8.1 hereof, Fund VI shall have no further obligations or liabilities under this Equity Commitment Letter; provided, however, that (a) the provisions of Section 9 (Remedies), Section 10 (No Recourse / Non-Recourse Parties), Section 11 (Governing Law; Jurisdiction; Waiver of Jury Trial), and Section 12 (Miscellaneous) shall survive any such termination indefinitely, and (b) the termination of this Equity Commitment Letter shall not relieve Fund VI of any liability for any breach of this Equity Commitment Letter occurring prior to such termination.

9. Remedies

9.1 Specific Performance

Merger Sub (and the Company, as an express third-party beneficiary hereof) shall be entitled to seek an order of specific performance to enforce Fund VI's obligation to fund the Equity Commitment hereunder, subject to and in accordance with the terms and conditions of the Merger Agreement (including the satisfaction or valid waiver of the conditions to the Closing set forth in Article VII thereof). Fund VI hereby acknowledges and agrees that (a) irreparable damage would occur and monetary damages would be inadequate if Fund VI fails to perform any of its obligations under this Equity Commitment Letter, (b) the right to seek specific performance is an integral part of the transactions contemplated by this Equity Commitment Letter and the Merger Agreement, and (c) Fund VI shall not oppose the granting of specific performance on the basis that Merger Sub or the Company has an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason. The foregoing shall not limit or restrict the availability of any other remedy to which Merger Sub or the Company may be entitled at law or in equity, subject to Section 9.3 hereof and the terms of the Merger Agreement.

9.2 Third-Party Beneficiary Rights

The Company is an express third-party beneficiary of this Equity Commitment Letter and shall be entitled to enforce Fund VI's obligations hereunder directly against Fund VI, including, without limitation, the right to seek specific performance of Fund VI's obligation to fund the Equity Commitment, in each case subject to the terms and conditions of this Equity Commitment Letter and the Merger Agreement. The Company's third-party beneficiary rights shall include the right to bring any action, claim, or proceeding against Fund VI in the courts specified in Section 11.2 hereof and to recover damages (subject to the limitations set forth in Section 9.3 hereof) and/or to obtain equitable relief, in each case on the same basis and to the same extent as Merger Sub. No person other than the Company shall be a third-party beneficiary of this Equity Commitment Letter, and no other person shall have any right, benefit, or claim under or by virtue of this Equity Commitment Letter.

9.3 Cap on Liability

Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Fund VI under or in connection with this Equity Commitment Letter (whether arising from breach of contract, tort, equity, or otherwise) exceed the Equity Commitment ($2,832,888,096). Without limiting the foregoing, in no event shall Fund VI be liable for any consequential, special, indirect, incidental, exemplary, or punitive damages in connection with this Equity Commitment Letter, regardless of whether such damages are based on contract, tort, strict liability, or any other theory or form of action, and regardless of whether Fund VI has been advised of the possibility of such damages. The limitations set forth in this Section 9.3 shall apply notwithstanding the failure of the essential purpose of any limited remedy.

10. No Recourse / Non-Recourse Parties

10.1 No Recourse Against Non-Parties

Notwithstanding anything to the contrary contained herein, in the Merger Agreement, or in any other agreement, instrument, certificate, or document contemplated hereby or thereby, the Company and its affiliates, successors, and assigns hereby acknowledge and agree that no person other than Fund VI shall have any obligation or liability hereunder or in connection with the transactions contemplated hereby. Without limiting the generality of the foregoing, no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any past, present, or future officer, director, employee, agent, member, partner (whether general or limited), shareholder, controlling person, affiliate, portfolio company, co-investor, successor, or assignee of Fund VI, or any past, present, or future officer, director, employee, agent, member, partner, shareholder, controlling person, affiliate, portfolio company, co-investor, successor, or assignee of any of the foregoing (each, a "Non-Recourse Party"), in each case in such person's capacity as such, whether by or through attempted piercing of the corporate or partnership veil, by or through an action by or on behalf of Fund VI against any such Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation, or applicable law, or otherwise, in connection with this Equity Commitment Letter or any of the transactions contemplated hereby; provided, however, that Solara Fund VI GP LLC shall be subject to liability solely under and to the extent expressly provided in the Limited Guarantee.

The Company's sole remedy against Fund VI's affiliates (other than Fund VI itself) in connection with the failure of the Equity Commitment to be funded shall be as expressly set forth in the Merger Agreement (including, without limitation, the Reverse Termination Fee provisions set forth therein) and the Limited Guarantee, and the Company shall not have any right to seek or recover, directly or indirectly, any monetary damages, equitable relief, or other remedy against any Non-Recourse Party (other than Fund VI and, solely under and to the extent of the Limited Guarantee, Solara Fund VI GP LLC) in connection with this Equity Commitment Letter, the Merger Agreement, or the transactions contemplated hereby or thereby.

10.2 Identified Non-Recourse Parties

Without limiting the generality of Section 10.1, the following persons (and their respective affiliates, officers, directors, employees, agents, members, partners, shareholders, and representatives) are Non-Recourse Parties for all purposes under this Equity Commitment Letter:

(a) Solara Digital Infrastructure LP, a Delaware limited partnership (the ultimate sponsor entity);

(b) Solara Digital GP LLC, a Delaware limited liability company;

(d) Priya Narasimhan, in her individual capacity;

(e) any limited partner of Fund VI; and

(f) any portfolio company of any fund managed, advised, or sponsored by Solara Digital Infrastructure LP or any of its affiliates.

Notwithstanding the foregoing, Solara Fund VI GP LLC, as the general partner of Fund VI and as the Guarantor under the Limited Guarantee, shall be subject to liability solely under and to the extent expressly provided in the Limited Guarantee, with the Guarantor's maximum aggregate liability thereunder not to exceed $246,000,000, as more fully described in Section 4 hereof.

11. Governing Law; Jurisdiction; Waiver of Jury Trial

11.1 Governing Law

This Equity Commitment Letter and all disputes, claims, actions, suits, or proceedings arising out of or relating hereto (whether in contract, tort, equity, or otherwise) shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law provision, rule, or principle (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

11.2 Jurisdiction. Each of the parties hereto (and the Company, in its capacity as an express third-party beneficiary hereof) hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, the Superior Court of the State of Delaware, or, if such Superior Court declines to accept jurisdiction, the United States District Court for the District of Delaware) in any action, claim, suit, or proceeding arising out of or relating to this Equity Commitment Letter or the transactions contemplated hereby, or for recognition or enforcement of any judgment, award, or order relating hereto. Each of the parties hereto hereby irrevocably and unconditionally (a) agrees not to commence any such action, claim, suit, or proceeding except in such courts, (b) waives, to the fullest extent that it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action, claim, suit, or proceeding in any such court, and (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action, claim, suit, or proceeding in any such court. Each of the parties hereto agrees that a final, non-appealable judgment in any such action, claim, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably consents to the service of process in any such action, claim, suit, or proceeding by the delivery of such process in accordance with Section 12.4 hereof.

11.3 Waiver of Jury Trial

EACH OF THE PARTIES HERETO (AND THE COMPANY, IN ITS CAPACITY AS AN EXPRESS THIRD-PARTY BENEFICIARY HEREOF) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS EQUITY COMMITMENT LETTER, THE MERGER AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY SUCH ACTION, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS EQUITY COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.3.

12. Miscellaneous

12.1 Entire Agreement

This Equity Commitment Letter, together with the Merger Agreement, the Limited Guarantee, the Debt Commitment Letter, the Rollover Agreements, the Co-Investment Agreement, and the other transaction documents contemplated hereby and thereby, constitutes the entire agreement among the parties hereto (and the Company, to the extent it is an express third-party beneficiary hereof) with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, representations, and warranties, whether oral or written, with respect to such subject matter. There are no representations, warranties, covenants, or agreements between or among the parties hereto relating to the subject matter hereof other than those expressly set forth or referred to herein.

12.2 Amendments and Waivers

This Equity Commitment Letter may not be amended, supplemented, or otherwise modified, nor may any provision hereof be waived, except by a written instrument signed by Fund VI, Merger Sub, and the Company (in the Company's capacity as an express third-party beneficiary hereof). No failure or delay by any party hereto in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies provided by law.

12.3 Counterparts. This Equity Commitment Letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Equity Commitment Letter by portable document format (PDF) transmission, electronic mail, or other electronic means shall be effective as delivery of a manually executed counterpart of this Equity Commitment Letter. The words "execution," "signed," "signature," and words of like import in this Equity Commitment Letter shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by any party hereto, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based recordkeeping system.

12.4 Notices. All notices, requests, demands, consents, waivers, and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when sent by electronic mail (provided that no automated "bounce back" or similar non-delivery message is received by the sender), (c) one (1) business day after being sent by nationally recognized overnight courier service (with written confirmation of delivery), or (d) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows (or to such other address as a party may designate by notice to the other parties hereto in accordance with this Section 12.4):

If to Fund VI:

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

Attention: Marcus Elliston, Managing Partner

Email: melliston@solaradigital.com

with a copy (which shall not constitute notice) to:

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

Attention: Harrison Wexford

Email: hwexford@calderwoodharkness.com

If to Merger Sub:

Stratos Merger Sub Inc. 1209 Orange Street Wilmington, Delaware 19801

Attention: Authorized Officer

Email: authorized.officer@stratosmergersub.com

with a copy (which shall not constitute notice) to:

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

Attention: Harrison Wexford

Email: hwexford@calderwoodharkness.com

If to the Company (as third-party beneficiary):

Cloudium Technologies plc 600 Townsend Street, Suite 800 San Francisco, California 94103

Attention: Nadia Chowdhury, General Counsel

Email: nchowdhury@cloudiumtech.com

with a copy (which shall not constitute notice) to:

Ridgeway Phelps & Sato LLP 375 Park Avenue New York, New York 10152

Attention: Catherine Answorth

Email: cansworth@ridgewayphelps.com

12.5 Severability. If any term, provision, covenant, or restriction of this Equity Commitment Letter is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Equity Commitment Letter shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon any such determination of invalidity, the parties hereto shall negotiate in good faith to modify this Equity Commitment Letter so as to give effect to the original intent of the parties hereto to the greatest extent permitted by applicable law.

12.6 Headings. The section headings and captions contained in this Equity Commitment Letter are for reference purposes only, shall not be deemed to be a part of this Equity Commitment Letter, and shall not in any way affect the meaning or interpretation of this Equity Commitment Letter.

12.7 Confidentiality. This Equity Commitment Letter and its terms and conditions are confidential and shall not be disclosed by any party hereto or any of their respective affiliates, officers, directors, employees, agents, or representatives to any person, except (a) as may be required by applicable law, regulation, or governmental order (including, without limitation, applicable securities laws), (b) as may be required by legal process (including, without limitation, subpoena, interrogatory, or other discovery request in pending litigation), (c) as may be required by any governmental authority or regulatory body (including, without limitation, the U.S. Securities and Exchange Commission) in connection with any filing, application, or submission made or to be made in connection with the transactions contemplated by the Merger Agreement, (d) as contemplated by the Merger Agreement (including any required disclosures in any proxy statement, registration statement, or other filing with the U.S. Securities and Exchange Commission), (e) to the respective legal, financial, accounting, tax, and other advisors of the parties hereto on a confidential and need-to-know basis, and (f) with the prior written consent of the other parties hereto.

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

IN WITNESS WHEREOF, the undersigned have executed and delivered this Equity Commitment Letter as of the date first written above.

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

By: Solara Fund VI GP LLC, its general partner

By: ________

Name: Marcus Elliston

Title: Managing Partner

ACKNOWLEDGED AND AGREED as of the date first written above:

STRATOS MERGER SUB INC.

By: ________

Name: Authorized Officer

Title: President

ACKNOWLEDGED AND AGREED solely for purposes of its rights as an express third-party beneficiary under this Equity Commitment Letter:

CLOUDIUM TECHNOLOGIES PLC

By: ________

Name: Jonathan Hargrove

Title: Chief Executive Officer

SCHEDULE A

DEFINITIONS

The following defined terms are used in this Equity Commitment Letter and shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Schedule A or elsewhere in this Equity Commitment Letter shall have the meanings ascribed to such terms in the Merger Agreement.

"Closing" has the meaning ascribed to such term in the Merger Agreement.

"Co-Invest Vehicle" means Solara Digital Co-Invest VI-A LP, a Delaware limited partnership.

"Co-Investment Agreement" means that certain Co-Investment Agreement, dated as of January 22, 2024, by and between Fund VI and the Co-Invest Vehicle.

"Company" means Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521).

"Debt Commitment Letter" means that certain Debt Commitment Letter, dated as of January 22, 2024, from Meridian Atlantic Bank, N.A. (as lead arranger and administrative agent) and Ironclad Capital Markets LLC (as co-arranger), committing to provide the Debt Financing.

"Debt Financing" means the debt financing in an aggregate principal amount of $4,240,000,000 (consisting of a $3,740,000,000 Term Loan B and a $500,000,000 Revolving Credit Facility) contemplated by the Debt Commitment Letter.

"Enforceability Exceptions" has the meaning set forth in Section 6.3 of this Equity Commitment Letter.

"Equity Commitment" or "Equity Financing" means the cash commitment of Fund VI in the aggregate amount of $2,832,888,096, as described in Section 2.1 of this Equity Commitment Letter.

"Fund VI" or "Parent" means Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership.

"GP Resolutions" has the meaning set forth in Section 5 of this Equity Commitment Letter.

"Guarantor" means Solara Fund VI GP LLC, a Delaware limited liability company, in its capacity as guarantor under the Limited Guarantee.

"Hargrove Rollover Agreement" means that certain Rollover and Contribution Agreement, dated as of January 22, 2024, by and between Fund VI and Jonathan Hargrove.

"Limited Guarantee" means that certain Limited Guarantee, dated as of January 22, 2024, by Solara Fund VI GP LLC in favor of the Company.

"LPA" has the meaning set forth in Section 5 of this Equity Commitment Letter.

"Merger" means the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of Fund VI, as contemplated by the Merger Agreement.

"Merger Agreement" means that certain Agreement and Plan of Merger, dated as of January 22, 2024, by and among the Company, Merger Sub, and Fund VI, as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Merger Sub" means Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Fund VI.

"Non-Recourse Party" has the meaning set forth in Section 10.1 of this Equity Commitment Letter.

"Outside Date" means June 30, 2024 (or such later date as may be agreed upon by the parties to the Merger Agreement in accordance with the terms thereof).

"Per Share Merger Consideration" means $36.92 per share in cash, without interest, as specified in the Merger Agreement.

"Pinnacle Rollover Agreement" means that certain Rollover and Contribution Agreement, dated as of January 22, 2024, by and between Fund VI and Pinnacle Growth Ventures LLC.

"Reverse Termination Fee" means the reverse termination fee in the amount of $374,000,000 payable by Parent to the Company upon the occurrence of the applicable triggering events under the Merger Agreement.

"Revolving Credit Facility" means the senior secured revolving credit facility in an aggregate principal amount of $500,000,000 contemplated by the Debt Commitment Letter.

"Rollover Agreements" means, collectively, the Hargrove Rollover Agreement and the Pinnacle Rollover Agreement.

"Rollover Equity" means the rollover equity contributions contemplated by the Rollover Agreements, in the aggregate amount of approximately $616,055,952.

"Termination Fee" means the termination fee of $221,000,000 payable by Parent pursuant to the Merger Agreement, as described in Section 4 of this Equity Commitment Letter.

"Total Funding Requirement" means the aggregate amount of $7,188,944,048 required to consummate the transactions contemplated by the Merger Agreement, as set forth in Section 2.3 of this Equity Commitment Letter.

All references to sections, articles, and schedules in the definitions set forth above are to sections, articles, and schedules of this Equity Commitment Letter, unless otherwise expressly stated. For purposes of the definitions above and throughout this Equity Commitment Letter, all dollar amounts are expressed in United States dollars.

[End of Schedule A]

Source	Amount
Term Loan B (Debt Financing) — 7-year maturity; SOFR + 325 bps	$3,740,000,000
Equity Commitment (Fund VI, including Co-Invest Vehicle)	$2,832,888,096
Rollover Equity	$616,055,952
Total Sources	$7,188,944,048
Use	Amount
Aggregate cash merger consideration (non-rolling shareholders)	$6,183,944,048
Repayment of existing Company indebtedness	$820,000,000
Fees, costs, and transaction expenses (estimated)	$185,000,000
Indemnity escrow deposit	$544,000,000
Total Uses	$7,732,944,048

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP 1200 Market Street, Suite 3400 Wilmington, Delaware 19801
January 22, 2024
EQUITY COMMITMENT LETTER
EXECUTION VERSION
Stratos Merger Sub Inc. 1209 Orange Street Wilmington, Delaware 19801
Attention: Authorized Officer
Ladies and Gentlemen:
1. Recitals and Introduction
This equity commitment letter (this "Equity Commitment Letter") is being delivered by Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI" or "Parent"), to Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub"), in connection with the Agreement and Plan of Merger, dated as of January 22, 2024 (as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) (the "Company"), Merger Sub, and Fund VI.
Merger Sub is a wholly owned subsidiary of Fund VI, formed solely for the purpose of effectuating the reverse triangular merger contemplated by the Merger Agreement (the "Merger"). Pursuant to the Merger Agreement, at the Effective Time, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Fund VI. In the Merger, each outstanding share of the Company's ordinary shares (other than (i) shares held by the Company as treasury shares, (ii) shares owned by Parent, Merger Sub, or any of their respective subsidiaries, and (iii) shares subject to rollover elections pursuant to the Rollover Agreements) will be converted into the right to receive $36.92 per share in cash, without interest (the "Per Share Merger Consideration"), resulting in an aggregate equity value of approximately $6,800,000,000.
Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement. This Equity Commitment Letter sets forth the commitment of Fund VI to provide, or cause to be provided, the Equity Financing (as defined below) to Merger Sub on the terms and subject to the conditions set forth herein.
2. Commitment
2.1 Equity Commitment Amount
Fund VI hereby irrevocably commits to contribute, or cause to be contributed, to Merger Sub, immediately prior to or substantially concurrently with the Closing (as defined in the Merger Agreement), cash in an aggregate amount equal to Two Billion Eight Hundred Thirty-Two Million Eight Hundred Eighty-Eight Thousand Ninety-Six Dollars ($2,832,888,096) (the "Equity Commitment" or the "Equity Financing"). The Equity Commitment shall be funded in United States dollars in immediately available funds by wire transfer to such account or accounts as Merger Sub shall designate to Fund VI in writing not less than three (3) business days prior to the anticipated Closing Date. Fund VI's commitment hereunder is a primary obligation of Fund VI, and not merely a guarantee or surety obligation, and Fund VI shall be directly liable to Merger Sub (and, as applicable, to the Company as an express third-party beneficiary) for the performance of such obligation in accordance with the terms hereof.
For the avoidance of doubt, the Equity Commitment includes the co-investment in the aggregate amount of $425,000,000 to be made by Solara Digital Co-Invest VI-A LP, a Delaware limited partnership and an affiliate of Fund VI (the "Co-Invest Vehicle"), pursuant to that certain Co-Investment Agreement, dated as of the date hereof, by and between Fund VI and the Co-Invest Vehicle (the "Co-Investment Agreement"). The inclusion of the Co-Invest Vehicle's commitment within the Equity Commitment shall not diminish or otherwise affect Fund VI's obligation to fund the Equity Commitment in full; Fund VI shall remain solely responsible and liable for the entirety of the Equity Commitment regardless of whether or not the Co-Invest Vehicle performs its obligations under the Co-Investment Agreement.
2.2 Purpose of Equity Financing
The Equity Financing shall be used by Merger Sub, together with (i) the proceeds of the debt financing contemplated by that certain Debt Commitment Letter, dated as of January 22, 2024 (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Debt Commitment Letter"), from Meridian Atlantic Bank, N.A., as lead arranger and administrative agent, and Ironclad Capital Markets LLC, as co-arranger, pursuant to which such lenders have committed to provide an aggregate amount of $4,240,000,000 in debt financing (the "Debt Financing"), and (ii) the rollover equity contributions contemplated by the Rollover Agreements (the "Rollover Equity"), exclusively to fund:
(a) the payment of the aggregate cash merger consideration to non-rolling shareholders of the Company, in an aggregate amount of approximately $6,183,944,048;
(b) the repayment and discharge in full of all of the Company's existing indebtedness required to be repaid at or in connection with the Closing, including, without limitation, the approximately $820,000,000 outstanding under that certain Credit Agreement, dated as of March 15, 2021, by and among the Company, certain of its subsidiaries as guarantors, and Atlas Commercial Lending Corp., as administrative agent (consisting of (i) a term loan facility in the aggregate outstanding principal amount of $620,000,000 and (ii) amounts drawn under the revolving credit facility in the aggregate outstanding principal amount of $200,000,000), together with all accrued and unpaid interest, prepayment premiums (if any), and other amounts required to be paid in connection with such repayment and discharge;
(c) the payment of all fees, costs, and expenses incurred or expected to be incurred by Fund VI, Merger Sub, the Company, and their respective affiliates in connection with the transactions contemplated by the Merger Agreement and the financing thereof, including, without limitation, legal fees, accounting fees, advisory fees, financing fees, regulatory filing fees, and other transaction-related expenses, in an estimated aggregate amount of approximately $185,000,000;
(d) the funding of the indemnity escrow in the amount of $544,000,000 (equal to approximately 8% of the aggregate deal value of $6,800,000,000), to be deposited with Cobalt Trust Company, as escrow agent, at the Closing, in accordance with the terms and conditions of the Escrow Agreement contemplated by the Merger Agreement; and
(e) any other amounts required to be paid by Merger Sub, Parent, or any of their respective affiliates at or in connection with the Closing under the Merger Agreement or the other transaction documents, including, without limitation, any amounts payable to dissenting shareholders (if applicable) and any working capital adjustments.
Fund VI acknowledges and agrees that, other than as expressly set forth above, the Equity Financing shall not be used for any other purpose.
2.3 Sources and Uses Summary
The following table sets forth a summary of the anticipated sources and uses of funds in connection with the Closing:
Sources of Funds:
The Rollover Equity of $616,055,952 is comprised of (i) approximately $142,814,544 from Jonathan Hargrove, the Chief Executive Officer of the Company, pursuant to that certain Rollover and Contribution Agreement, dated as of the date hereof, by and between Fund VI and Jonathan Hargrove (the "Hargrove Rollover Agreement"), and (ii) approximately $473,241,408 from Pinnacle Growth Ventures LLC, a Delaware limited liability company, pursuant to that certain Rollover and Contribution Agreement, dated as of the date hereof, by and between Fund VI and Pinnacle Growth Ventures LLC (the "Pinnacle Rollover Agreement" and, together with the Hargrove Rollover Agreement, the "Rollover Agreements").
Uses of Funds:
For the avoidance of doubt, the Debt Commitment Letter also provides for a senior secured revolving credit facility in an aggregate principal amount of $500,000,000 (the "Revolving Credit Facility"), which is available to the Company following the Closing for working capital and general corporate purposes. The Revolving Credit Facility is expected to be undrawn at the Closing and accordingly is not included in the sources of funds set forth above. To the extent the Revolving Credit Facility is drawn at or prior to Closing, the aggregate sources of funds shall be adjusted accordingly, and the Equity Commitment shall not be reduced by reason thereof.
3. Conditions to Funding
3.1 Conditions Precedent
The obligation of Fund VI to fund, or cause to be funded, the Equity Commitment is subject solely to:
(a) the satisfaction (or valid waiver by the party or parties entitled to the benefit thereof) of each of the conditions to the obligations of Parent and Merger Sub to consummate the Closing as set forth in Article VII of the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, provided that such conditions shall be capable of being satisfied at such time and would be satisfied assuming the Closing were to occur on the date of determination); and
(b) the substantially contemporaneous consummation of the Closing in accordance with the terms of the Merger Agreement.
For the avoidance of doubt, no additional conditions beyond those expressly set forth in Article VII of the Merger Agreement shall apply to Fund VI's obligation to fund the Equity Commitment hereunder. The conditions to funding set forth in this Section 3.1 are intended to mirror, and shall in no event be more restrictive or burdensome than, the conditions to the obligations of Parent and Merger Sub to consummate the Closing as set forth in the Merger Agreement (commonly referred to as "SunGard-compliant" conditionality). Fund VI acknowledges that the parties have structured the conditionality framework under this Equity Commitment Letter to be coextensive with the closing conditions in the Merger Agreement, and Fund VI shall not assert any defense or claim based on any condition not expressly set forth in Article VII of the Merger Agreement.
3.2 No Excuse from Failure of Debt Financing
Fund VI hereby acknowledges and agrees that its obligation to fund the Equity Commitment hereunder is not conditioned on, and shall not be subject to any reduction, offset, counterclaim, or defense as a result of, the receipt, availability, or sufficiency of the Debt Financing or any other financing (whether debt, equity, or otherwise) that may be contemplated or obtained in connection with the transactions contemplated by the Merger Agreement. Without limiting the generality of the foregoing:
(a) In the event that the Debt Financing is not available, in whole or in part, at or prior to the Closing, Fund VI shall remain fully obligated to fund the Equity Commitment in full in accordance with the terms hereof, and such unavailability of the Debt Financing shall not constitute a defense to, or excuse the performance of, Fund VI's obligations under this Equity Commitment Letter.
(b) Fund VI shall use commercially reasonable efforts to arrange, on a timely basis, alternative debt financing on terms and conditions reasonably acceptable to Fund VI (it being understood that such terms and conditions need not be identical to or more favorable than those set forth in the Debt Commitment Letter) in the event the Debt Financing is not available in whole or in part.
(c) Notwithstanding the foregoing, the aggregate equity obligation of Fund VI under this Equity Commitment Letter shall not exceed the sum of (i) the Equity Commitment ($2,832,888,096) plus (ii) any additional amounts required to replace any portion of the Debt Financing that is not funded; provided, however, that in no event shall Fund VI's aggregate liability under this Equity Commitment Letter exceed the Total Funding Requirement ($7,188,944,048).
Fund VI acknowledges that the foregoing provisions are a material inducement for the Company and Merger Sub to enter into the Merger Agreement and the transactions contemplated thereby.
4. Limited Guarantee
Reference is hereby made to that certain Limited Guarantee, dated as of the date hereof (the "Limited Guarantee"), executed and delivered by Solara Fund VI GP LLC, a Delaware limited liability company (the "Guarantor"), in favor of the Company, pursuant to which the Guarantor has guaranteed the payment by Parent of the Reverse Termination Fee (as defined in the Merger Agreement) in the amount of $374,000,000 (representing approximately 5.5% of the aggregate deal value of $6,800,000,000) to the Company upon the occurrence of the applicable triggering events under the Merger Agreement. The Guarantor's maximum aggregate liability under the Limited Guarantee shall not exceed Two Hundred Forty-Six Million Dollars ($246,000,000), consisting of (i) $221,000,000 in respect of the termination fee payable by Parent pursuant to the Merger Agreement and (ii) $25,000,000 in respect of the Company's reasonable and documented out-of-pocket enforcement costs and expenses incurred in connection with enforcing the Company's rights under the Limited Guarantee.
The Limited Guarantee is a separate instrument executed and delivered concurrently herewith, and the terms and conditions thereof are incorporated herein by reference solely for informational purposes. Nothing in this Section 4 or in the Limited Guarantee shall in any manner limit, reduce, or otherwise affect Fund VI's obligation to fund the Equity Commitment as set forth in this Equity Commitment Letter. The obligations of Fund VI under this Equity Commitment Letter and the obligations of the Guarantor under the Limited Guarantee are separate and independent, and the existence or exercise of any right or remedy under one such instrument shall not be deemed to be an election of remedies or a bar to the exercise of any right or remedy under the other instrument, except to the extent expressly provided in the Merger Agreement.
5. General Partner Authorization
Fund VI hereby represents and warrants to Merger Sub and the Company that Solara Fund VI GP LLC, as the general partner of Fund VI, has duly authorized the execution, delivery, and performance by Fund VI of this Equity Commitment Letter and the consummation of the transactions contemplated hereby. Such authorization was effected pursuant to resolutions duly adopted by the board of managers of Solara Fund VI GP LLC at a meeting duly convened and held on January 22, 2024, at which a quorum was present and acting throughout (the "GP Resolutions"). The GP Resolutions authorized, among other things, Fund VI's entry into the Merger Agreement, this Equity Commitment Letter, the Limited Guarantee (to the extent executed by the Guarantor), the Co-Investment Agreement, and all other agreements, instruments, certificates, and documents ancillary thereto or contemplated thereby.
Fund VI is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Fund VI's federal employer identification number (EIN) is 87-4523190. Solara Fund VI GP LLC, as the sole general partner of Fund VI, has full power and authority to act on behalf of Fund VI and to bind Fund VI in connection with this Equity Commitment Letter and the transactions contemplated hereby, in accordance with the terms of that certain Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure Fund VI LP, dated as of September 14, 2022 (as amended, the "LPA").
6. Representations and Warranties of Fund VI
Fund VI hereby represents and warrants to Merger Sub and the Company as follows, in each case as of the date hereof and as of the Closing Date:
6.1 Organization and Good Standing
Fund VI is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Fund VI has all requisite limited partnership power and authority to execute, deliver, and perform its obligations under this Equity Commitment Letter and to consummate the transactions contemplated hereby. The general partner of Fund VI is Solara Fund VI GP LLC, a Delaware limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware.
6.2 Authorization.  The execution, delivery, and performance by Fund VI of this Equity Commitment Letter and the consummation of the transactions contemplated hereby have been duly authorized by all necessary partnership action on the part of Fund VI, including, without limitation, the approval and authorization of Solara Fund VI GP LLC, as the general partner of Fund VI, pursuant to the GP Resolutions and in accordance with the LPA. No other partnership action, consent, or approval on the part of Fund VI, its general partner, or its limited partners is necessary to authorize the execution, delivery, and performance of this Equity Commitment Letter or the consummation of the transactions contemplated hereby.
6.3 Enforceability.  This Equity Commitment Letter has been duly executed and delivered by Fund VI and constitutes the valid and binding obligation of Fund VI, enforceable against Fund VI in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, fraudulent conveyance, and similar laws affecting or relating to the enforcement of creditors' rights generally and (b) general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance, injunctive relief, or other equitable remedies) (collectively, the "Enforceability Exceptions").
6.4 No Conflicts
The execution, delivery, and performance by Fund VI of this Equity Commitment Letter and the consummation of the transactions contemplated hereby do not and will not (a) violate, conflict with, or result in a breach of any provision of the LPA or the organizational documents of Solara Fund VI GP LLC, (b) violate any law, statute, regulation, rule, order, judgment, decree, or injunction of any governmental authority applicable to Fund VI or its properties or assets, or (c) result in a breach of, constitute a default under, give rise to any right of termination, cancellation, or acceleration under, or require any consent under, any material contract, agreement, mortgage, indenture, lease, license, permit, or other instrument to which Fund VI is a party or by which Fund VI or any of its properties or assets is bound, except, in the case of clauses (b) and (c), as would not, individually or in the aggregate, reasonably be expected to prevent, materially delay, or materially impair the ability of Fund VI to perform its obligations under this Equity Commitment Letter.
6.5 Sufficiency of Funds
Fund VI has, and at all times from the date hereof through and including the Closing Date will have, uncalled capital commitments from its limited partners and/or available cash in accounts maintained by or on behalf of Fund VI, in each case in amounts sufficient to fund the Equity Commitment in full in accordance with the terms hereof. As of the date hereof, Fund VI has total committed capital of $12,400,000,000 (vintage year 2022). Fund VI's capital commitments are evidenced by binding subscription agreements executed by each limited partner of Fund VI. Solara Digital Infrastructure LP, as the sponsor and investment manager of Fund VI, has approximately $38 billion in aggregate assets under management across its six flagship funds. Fund VI has not incurred any obligation, commitment, or liability (whether absolute or contingent) that would impair or otherwise adversely affect its ability to fund the Equity Commitment in full at or prior to the Closing.
6.6 No Bankruptcy
No case, proceeding, or other action under any applicable federal, state, or foreign bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, or similar debtor relief law has been commenced by or against Fund VI or its general partner. No such case, proceeding, or action is contemplated by Fund VI or its general partner, and, to the knowledge of Fund VI, no such case, proceeding, or action has been threatened against Fund VI or its general partner by any third party. Fund VI has not made a general assignment for the benefit of creditors, and no trustee, receiver, custodian, or similar official has been appointed for Fund VI or any substantial part of its assets.
6.7 Solvency.  After giving effect to the funding of the Equity Commitment and the consummation of the transactions contemplated by the Merger Agreement, Fund VI will be solvent. For purposes of this Section 6.7, "solvent" means that (a) the fair saleable value of Fund VI's assets will exceed the sum of its debts, liabilities, and obligations (whether absolute, fixed, contingent, or otherwise), (b) Fund VI will be able to pay its debts, liabilities, and obligations as they become due, and (c) Fund VI will have adequate capital to carry on its business and all businesses in which it is about to engage.
7. Covenants
7.1 Maintenance of Existence
Fund VI hereby covenants and agrees that it shall maintain its existence as a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware from the date hereof through the earlier of (a) the Closing or (b) the termination of this Equity Commitment Letter in accordance with Section 8 hereof. Fund VI shall not dissolve, liquidate, wind up, or take any action to effect or authorize any such dissolution, liquidation, or winding up during such period.
7.2 No Amendments
Fund VI shall not amend, modify, supplement, restate, or waive any provision of this Equity Commitment Letter, or consent to any such amendment, modification, supplement, restatement, or waiver, without the prior written consent of Merger Sub and the Company (in the Company's capacity as an express third-party beneficiary hereof). Any purported amendment, modification, supplement, restatement, or waiver entered into in violation of this Section 7.2 shall be null and void and of no force or effect.
7.3 No Assignment
Fund VI shall not assign, transfer, pledge, encumber, or otherwise dispose of, or delegate, its rights or obligations under this Equity Commitment Letter, in whole or in part, without the prior written consent of Merger Sub and the Company (in the Company's capacity as an express third-party beneficiary hereof); provided, however, that Fund VI may, without such consent, assign or delegate its obligations hereunder, in whole or in part, (a) to any direct or indirect wholly owned subsidiary of Fund VI or (b) to Solara Digital Co-Invest VI-A LP; provided, further, that no such assignment or delegation shall relieve Fund VI of its obligations hereunder, and Fund VI shall remain primarily liable for the performance of all of its obligations hereunder notwithstanding any such assignment or delegation. Any purported assignment, transfer, or delegation in violation of this Section 7.3 shall be null and void and of no force or effect.
7.4 Cooperation with Financing
Fund VI shall use reasonable best efforts to cause the Debt Financing to be funded at or prior to the Closing in accordance with the terms and conditions of the Debt Commitment Letter, including, without limitation, by (a) complying with and performing its obligations under the Debt Commitment Letter, (b) causing Merger Sub and the Company (to the extent within Fund VI's control) to comply with and perform their respective obligations under the Debt Commitment Letter and any related fee letters, engagement letters, or commitment papers, and (c) cooperating with Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC in connection with the syndication of the Debt Financing to the extent required by the Debt Commitment Letter. Fund VI shall promptly inform Merger Sub and the Company of any material event or development of which it becomes aware that would reasonably be expected to prevent, materially delay, or materially impair the availability of the Debt Financing or any portion thereof.
8. Termination
8.1 Termination Events
This Equity Commitment Letter shall terminate automatically and without further action by any party upon the earliest to occur of:
(a) the consummation of the Closing and the funding of the Equity Commitment in full in accordance with the terms hereof;
(b) the valid termination of the Merger Agreement in accordance with Article VIII thereof (or such other article as may provide for termination); or
(c) the Outside Date (as defined in the Merger Agreement), which shall be June 30, 2024 (or such later date as may be agreed upon by the parties to the Merger Agreement in accordance with the terms thereof).
For the avoidance of doubt, the parties to the Merger Agreement mutually agreed to extend the Outside Date beyond June 30, 2024, and the Closing was consummated on July 9, 2024. This Section 8.1 reflects the terms of this Equity Commitment Letter as of its execution on the date set forth above.
8.2 Effect of Termination
Upon the termination of this Equity Commitment Letter in accordance with Section 8.1 hereof, Fund VI shall have no further obligations or liabilities under this Equity Commitment Letter; provided, however, that (a) the provisions of Section 9 (Remedies), Section 10 (No Recourse / Non-Recourse Parties), Section 11 (Governing Law; Jurisdiction; Waiver of Jury Trial), and Section 12 (Miscellaneous) shall survive any such termination indefinitely, and (b) the termination of this Equity Commitment Letter shall not relieve Fund VI of any liability for any breach of this Equity Commitment Letter occurring prior to such termination.
9. Remedies
9.1 Specific Performance
Merger Sub (and the Company, as an express third-party beneficiary hereof) shall be entitled to seek an order of specific performance to enforce Fund VI's obligation to fund the Equity Commitment hereunder, subject to and in accordance with the terms and conditions of the Merger Agreement (including the satisfaction or valid waiver of the conditions to the Closing set forth in Article VII thereof). Fund VI hereby acknowledges and agrees that (a) irreparable damage would occur and monetary damages would be inadequate if Fund VI fails to perform any of its obligations under this Equity Commitment Letter, (b) the right to seek specific performance is an integral part of the transactions contemplated by this Equity Commitment Letter and the Merger Agreement, and (c) Fund VI shall not oppose the granting of specific performance on the basis that Merger Sub or the Company has an adequate remedy at law or that an award of specific performance is not an appropriate remedy for any reason. The foregoing shall not limit or restrict the availability of any other remedy to which Merger Sub or the Company may be entitled at law or in equity, subject to Section 9.3 hereof and the terms of the Merger Agreement.
9.2 Third-Party Beneficiary Rights
The Company is an express third-party beneficiary of this Equity Commitment Letter and shall be entitled to enforce Fund VI's obligations hereunder directly against Fund VI, including, without limitation, the right to seek specific performance of Fund VI's obligation to fund the Equity Commitment, in each case subject to the terms and conditions of this Equity Commitment Letter and the Merger Agreement. The Company's third-party beneficiary rights shall include the right to bring any action, claim, or proceeding against Fund VI in the courts specified in Section 11.2 hereof and to recover damages (subject to the limitations set forth in Section 9.3 hereof) and/or to obtain equitable relief, in each case on the same basis and to the same extent as Merger Sub. No person other than the Company shall be a third-party beneficiary of this Equity Commitment Letter, and no other person shall have any right, benefit, or claim under or by virtue of this Equity Commitment Letter.
9.3 Cap on Liability
Notwithstanding anything to the contrary contained herein, in no event shall the aggregate liability of Fund VI under or in connection with this Equity Commitment Letter (whether arising from breach of contract, tort, equity, or otherwise) exceed the Equity Commitment ($2,832,888,096). Without limiting the foregoing, in no event shall Fund VI be liable for any consequential, special, indirect, incidental, exemplary, or punitive damages in connection with this Equity Commitment Letter, regardless of whether such damages are based on contract, tort, strict liability, or any other theory or form of action, and regardless of whether Fund VI has been advised of the possibility of such damages. The limitations set forth in this Section 9.3 shall apply notwithstanding the failure of the essential purpose of any limited remedy.
10. No Recourse / Non-Recourse Parties
10.1 No Recourse Against Non-Parties
Notwithstanding anything to the contrary contained herein, in the Merger Agreement, or in any other agreement, instrument, certificate, or document contemplated hereby or thereby, the Company and its affiliates, successors, and assigns hereby acknowledge and agree that no person other than Fund VI shall have any obligation or liability hereunder or in connection with the transactions contemplated hereby. Without limiting the generality of the foregoing, no personal liability whatsoever shall attach to, be imposed on, or otherwise be incurred by any past, present, or future officer, director, employee, agent, member, partner (whether general or limited), shareholder, controlling person, affiliate, portfolio company, co-investor, successor, or assignee of Fund VI, or any past, present, or future officer, director, employee, agent, member, partner, shareholder, controlling person, affiliate, portfolio company, co-investor, successor, or assignee of any of the foregoing (each, a "Non-Recourse Party"), in each case in such person's capacity as such, whether by or through attempted piercing of the corporate or partnership veil, by or through an action by or on behalf of Fund VI against any such Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation, or applicable law, or otherwise, in connection with this Equity Commitment Letter or any of the transactions contemplated hereby; provided, however, that Solara Fund VI GP LLC shall be subject to liability solely under and to the extent expressly provided in the Limited Guarantee.
The Company's sole remedy against Fund VI's affiliates (other than Fund VI itself) in connection with the failure of the Equity Commitment to be funded shall be as expressly set forth in the Merger Agreement (including, without limitation, the Reverse Termination Fee provisions set forth therein) and the Limited Guarantee, and the Company shall not have any right to seek or recover, directly or indirectly, any monetary damages, equitable relief, or other remedy against any Non-Recourse Party (other than Fund VI and, solely under and to the extent of the Limited Guarantee, Solara Fund VI GP LLC) in connection with this Equity Commitment Letter, the Merger Agreement, or the transactions contemplated hereby or thereby.
10.2 Identified Non-Recourse Parties
Without limiting the generality of Section 10.1, the following persons (and their respective affiliates, officers, directors, employees, agents, members, partners, shareholders, and representatives) are Non-Recourse Parties for all purposes under this Equity Commitment Letter:
(a) Solara Digital Infrastructure LP, a Delaware limited partnership (the ultimate sponsor entity);
(b) Solara Digital GP LLC, a Delaware limited liability company;
(c) Marcus Elliston, in his individual capacity;
(d) Priya Narasimhan, in her individual capacity;
(e) any limited partner of Fund VI; and
(f) any portfolio company of any fund managed, advised, or sponsored by Solara Digital Infrastructure LP or any of its affiliates.
Notwithstanding the foregoing, Solara Fund VI GP LLC, as the general partner of Fund VI and as the Guarantor under the Limited Guarantee, shall be subject to liability solely under and to the extent expressly provided in the Limited Guarantee, with the Guarantor's maximum aggregate liability thereunder not to exceed $246,000,000, as more fully described in Section 4 hereof.
11. Governing Law; Jurisdiction; Waiver of Jury Trial
11.1 Governing Law
This Equity Commitment Letter and all disputes, claims, actions, suits, or proceedings arising out of or relating hereto (whether in contract, tort, equity, or otherwise) shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law provision, rule, or principle (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
11.2 Jurisdiction.  Each of the parties hereto (and the Company, in its capacity as an express third-party beneficiary hereof) hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, the Superior Court of the State of Delaware, or, if such Superior Court declines to accept jurisdiction, the United States District Court for the District of Delaware) in any action, claim, suit, or proceeding arising out of or relating to this Equity Commitment Letter or the transactions contemplated hereby, or for recognition or enforcement of any judgment, award, or order relating hereto. Each of the parties hereto hereby irrevocably and unconditionally (a) agrees not to commence any such action, claim, suit, or proceeding except in such courts, (b) waives, to the fullest extent that it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any such action, claim, suit, or proceeding in any such court, and (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action, claim, suit, or proceeding in any such court. Each of the parties hereto agrees that a final, non-appealable judgment in any such action, claim, suit, or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the parties hereto irrevocably consents to the service of process in any such action, claim, suit, or proceeding by the delivery of such process in accordance with Section 12.4 hereof.
11.3 Waiver of Jury Trial
EACH OF THE PARTIES HERETO (AND THE COMPANY, IN ITS CAPACITY AS AN EXPRESS THIRD-PARTY BENEFICIARY HEREOF) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, CLAIM, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS EQUITY COMMITMENT LETTER, THE MERGER AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH OF THE PARTIES HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF ANY SUCH ACTION, (B) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) IT MAKES THIS WAIVER VOLUNTARILY, AND (D) IT HAS BEEN INDUCED TO ENTER INTO THIS EQUITY COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.3.
12. Miscellaneous
12.1 Entire Agreement
This Equity Commitment Letter, together with the Merger Agreement, the Limited Guarantee, the Debt Commitment Letter, the Rollover Agreements, the Co-Investment Agreement, and the other transaction documents contemplated hereby and thereby, constitutes the entire agreement among the parties hereto (and the Company, to the extent it is an express third-party beneficiary hereof) with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, representations, and warranties, whether oral or written, with respect to such subject matter. There are no representations, warranties, covenants, or agreements between or among the parties hereto relating to the subject matter hereof other than those expressly set forth or referred to herein.
12.2 Amendments and Waivers
This Equity Commitment Letter may not be amended, supplemented, or otherwise modified, nor may any provision hereof be waived, except by a written instrument signed by Fund VI, Merger Sub, and the Company (in the Company's capacity as an express third-party beneficiary hereof). No failure or delay by any party hereto in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies provided by law.
12.3 Counterparts.  This Equity Commitment Letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Equity Commitment Letter by portable document format (PDF) transmission, electronic mail, or other electronic means shall be effective as delivery of a manually executed counterpart of this Equity Commitment Letter. The words "execution," "signed," "signature," and words of like import in this Equity Commitment Letter shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by any party hereto, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based recordkeeping system.
12.4 Notices.  All notices, requests, demands, consents, waivers, and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) when sent by electronic mail (provided that no automated "bounce back" or similar non-delivery message is received by the sender), (c) one (1) business day after being sent by nationally recognized overnight courier service (with written confirmation of delivery), or (d) three (3) business days after being mailed by certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows (or to such other address as a party may designate by notice to the other parties hereto in accordance with this Section 12.4):
If to Fund VI:
Solara Digital Infrastructure Fund VI LP 1200 Market Street, Suite 3400 Wilmington, Delaware 19801
Attention: Marcus Elliston, Managing Partner
Email: melliston@solaradigital.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022
Attention: Harrison Wexford
Email: hwexford@calderwoodharkness.com
If to Merger Sub:
Stratos Merger Sub Inc. 1209 Orange Street Wilmington, Delaware 19801
Attention: Authorized Officer
Email: authorized.officer@stratosmergersub.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022
Attention: Harrison Wexford
Email: hwexford@calderwoodharkness.com
If to the Company (as third-party beneficiary):
Cloudium Technologies plc 600 Townsend Street, Suite 800 San Francisco, California 94103
Attention: Nadia Chowdhury, General Counsel
Email: nchowdhury@cloudiumtech.com
with a copy (which shall not constitute notice) to:
Ridgeway Phelps & Sato LLP 375 Park Avenue New York, New York 10152
Attention: Catherine Answorth
Email: cansworth@ridgewayphelps.com
12.5 Severability.  If any term, provision, covenant, or restriction of this Equity Commitment Letter is held by a court of competent jurisdiction or other governmental authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Equity Commitment Letter shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party hereto. Upon any such determination of invalidity, the parties hereto shall negotiate in good faith to modify this Equity Commitment Letter so as to give effect to the original intent of the parties hereto to the greatest extent permitted by applicable law.
12.6 Headings.  The section headings and captions contained in this Equity Commitment Letter are for reference purposes only, shall not be deemed to be a part of this Equity Commitment Letter, and shall not in any way affect the meaning or interpretation of this Equity Commitment Letter.
12.7 Confidentiality.  This Equity Commitment Letter and its terms and conditions are confidential and shall not be disclosed by any party hereto or any of their respective affiliates, officers, directors, employees, agents, or representatives to any person, except (a) as may be required by applicable law, regulation, or governmental order (including, without limitation, applicable securities laws), (b) as may be required by legal process (including, without limitation, subpoena, interrogatory, or other discovery request in pending litigation), (c) as may be required by any governmental authority or regulatory body (including, without limitation, the U.S. Securities and Exchange Commission) in connection with any filing, application, or submission made or to be made in connection with the transactions contemplated by the Merger Agreement, (d) as contemplated by the Merger Agreement (including any required disclosures in any proxy statement, registration statement, or other filing with the U.S. Securities and Exchange Commission), (e) to the respective legal, financial, accounting, tax, and other advisors of the parties hereto on a confidential and need-to-know basis, and (f) with the prior written consent of the other parties hereto.
[Remainder of page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, the undersigned have executed and delivered this Equity Commitment Letter as of the date first written above.
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP
By: Solara Fund VI GP LLC, its general partner
By: ________
Name: Marcus Elliston
Title: Managing Partner
ACKNOWLEDGED AND AGREED as of the date first written above:
STRATOS MERGER SUB INC.
By: ________
Name: Authorized Officer
Title: President
ACKNOWLEDGED AND AGREED solely for purposes of its rights as an express third-party beneficiary under this Equity Commitment Letter:
CLOUDIUM TECHNOLOGIES PLC
By: ________
Name: Jonathan Hargrove
Title: Chief Executive Officer
SCHEDULE A
DEFINITIONS
The following defined terms are used in this Equity Commitment Letter and shall have the meanings ascribed to them below. Capitalized terms used but not defined in this Schedule A or elsewhere in this Equity Commitment Letter shall have the meanings ascribed to such terms in the Merger Agreement.
"Closing" has the meaning ascribed to such term in the Merger Agreement.
"Co-Invest Vehicle" means Solara Digital Co-Invest VI-A LP, a Delaware limited partnership.
"Co-Investment Agreement" means that certain Co-Investment Agreement, dated as of January 22, 2024, by and between Fund VI and the Co-Invest Vehicle.
"Company" means Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521).
"Debt Commitment Letter" means that certain Debt Commitment Letter, dated as of January 22, 2024, from Meridian Atlantic Bank, N.A. (as lead arranger and administrative agent) and Ironclad Capital Markets LLC (as co-arranger), committing to provide the Debt Financing.
"Debt Financing" means the debt financing in an aggregate principal amount of $4,240,000,000 (consisting of a $3,740,000,000 Term Loan B and a $500,000,000 Revolving Credit Facility) contemplated by the Debt Commitment Letter.
"Enforceability Exceptions" has the meaning set forth in Section 6.3 of this Equity Commitment Letter.
"Equity Commitment" or "Equity Financing" means the cash commitment of Fund VI in the aggregate amount of $2,832,888,096, as described in Section 2.1 of this Equity Commitment Letter.
"Fund VI" or "Parent" means Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership.
"GP Resolutions" has the meaning set forth in Section 5 of this Equity Commitment Letter.
"Guarantor" means Solara Fund VI GP LLC, a Delaware limited liability company, in its capacity as guarantor under the Limited Guarantee.
"Hargrove Rollover Agreement" means that certain Rollover and Contribution Agreement, dated as of January 22, 2024, by and between Fund VI and Jonathan Hargrove.
"Limited Guarantee" means that certain Limited Guarantee, dated as of January 22, 2024, by Solara Fund VI GP LLC in favor of the Company.
"LPA" has the meaning set forth in Section 5 of this Equity Commitment Letter.
"Merger" means the merger of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of Fund VI, as contemplated by the Merger Agreement.
"Merger Agreement" means that certain Agreement and Plan of Merger, dated as of January 22, 2024, by and among the Company, Merger Sub, and Fund VI, as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Merger Sub" means Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Fund VI.
"Non-Recourse Party" has the meaning set forth in Section 10.1 of this Equity Commitment Letter.
"Outside Date" means June 30, 2024 (or such later date as may be agreed upon by the parties to the Merger Agreement in accordance with the terms thereof).
"Per Share Merger Consideration" means $36.92 per share in cash, without interest, as specified in the Merger Agreement.
"Pinnacle Rollover Agreement" means that certain Rollover and Contribution Agreement, dated as of January 22, 2024, by and between Fund VI and Pinnacle Growth Ventures LLC.
"Reverse Termination Fee" means the reverse termination fee in the amount of $374,000,000 payable by Parent to the Company upon the occurrence of the applicable triggering events under the Merger Agreement.
"Revolving Credit Facility" means the senior secured revolving credit facility in an aggregate principal amount of $500,000,000 contemplated by the Debt Commitment Letter.
"Rollover Agreements" means, collectively, the Hargrove Rollover Agreement and the Pinnacle Rollover Agreement.
"Rollover Equity" means the rollover equity contributions contemplated by the Rollover Agreements, in the aggregate amount of approximately $616,055,952.
"Termination Fee" means the termination fee of $221,000,000 payable by Parent pursuant to the Merger Agreement, as described in Section 4 of this Equity Commitment Letter.
"Total Funding Requirement" means the aggregate amount of $7,188,944,048 required to consummate the transactions contemplated by the Merger Agreement, as set forth in Section 2.3 of this Equity Commitment Letter.
All references to sections, articles, and schedules in the definitions set forth above are to sections, articles, and schedules of this Equity Commitment Letter, unless otherwise expressly stated. For purposes of the definitions above and throughout this Equity Commitment Letter, all dollar amounts are expressed in United States dollars.
[End of Schedule A]
Source | Amount
Term Loan B (Debt Financing) — 7-year maturity; SOFR + 325 bps | $3,740,000,000
Equity Commitment (Fund VI, including Co-Invest Vehicle) | $2,832,888,096
Rollover Equity | $616,055,952
Total Sources | $7,188,944,048
Use | Amount
Aggregate cash merger consideration (non-rolling shareholders) | $6,183,944,048
Repayment of existing Company indebtedness | $820,000,000
Fees, costs, and transaction expenses (estimated) | $185,000,000
Indemnity escrow deposit | $544,000,000
Total Uses | $7,732,944,048

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP 1200 Market Street, Suite 3400 Wilmington, Delaware 19801

EQUITY COMMITMENT LETTER

EXECUTION VERSION

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

STRATOS MERGER SUB INC.

CLOUDIUM TECHNOLOGIES PLC

SCHEDULE A

DEFINITIONS

Record

Parties

Dates

Amounts