1041-00003 · Solara Digital Infrastructure LP · Financing

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CONFIDENTIAL FEE LETTER

January 22, 2024

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

Attention: Marcus Elliston, Authorized Signatory

Ladies and Gentlemen:

Reference is made to the Debt Commitment Letter of even date herewith (the "Commitment Letter"), among Meridian Atlantic Bank, N.A. ("Meridian Atlantic" or the "Lead Arranger"), a national banking association with its principal office at 383 Madison Avenue, New York, NY 10179, Ironclad Capital Markets LLC ("Ironclad" or the "Co-Arranger," and together with Meridian Atlantic, the "Arrangers"), a Delaware limited liability company with its principal office at 200 West Street, New York, NY 10282, and Solara Digital Infrastructure Fund VI LP (the "Borrower Representative" or "Fund VI"), a Delaware limited partnership with its principal office at 1200 Market Street, Suite 3400, Wilmington, DE 19801, pursuant to which the Arrangers have committed to provide, on the terms and subject to the conditions set forth therein, aggregate debt financing in the amount of Four Billion Two Hundred Forty Million Dollars ($4,240,000,000), consisting of (i) a senior secured first lien term loan B facility in an aggregate principal amount of Three Billion Seven Hundred Forty Million Dollars ($3,740,000,000) (the "Term Loan B") and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of Five Hundred Million Dollars ($500,000,000) (the "Revolving Credit Facility" and, together with the Term Loan B, the "Facilities"), in each case in connection with the acquisition (the "Acquisition") of Cloudium Technologies plc ("Cloudium" or the "Target"), a public limited company incorporated under the laws of England and Wales (Company No. 09734521), by Stratos Merger Sub Inc. ("Merger Sub"), a Delaware corporation and wholly owned subsidiary of Fund VI, pursuant to the Agreement and Plan of Merger dated as of January 22, 2024 (the "Merger Agreement"), by and among Fund VI, Merger Sub, and Cloudium.

This letter agreement (this "Fee Letter") sets forth the fees that the Borrower Representative has agreed to pay, or cause to be paid, in connection with the Commitment Letter and the Facilities described therein. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Commitment Letter.

Section 1: Arrangement Fees

1.1 Lead Arranger Fee

In consideration of Meridian Atlantic's agreement to act as Lead Arranger, Sole Bookrunner, and Administrative Agent in connection with the structuring, arrangement, and syndication of the Facilities, and as compensation for Meridian Atlantic's commitment to underwrite the Facilities as set forth in the Commitment Letter, the Borrower Representative agrees to pay, or cause to be paid, to Meridian Atlantic an arrangement fee (the "Lead Arranger Fee") in an amount equal to fifty basis points (0.50%) of the aggregate committed amount under the Term Loan B and the Revolving Credit Facility.

The Lead Arranger Fee shall be calculated as follows:

0.50% × $4,240,000,000 = $21,200,000

The Lead Arranger Fee shall be payable in full in immediately available funds on the Closing Date (as defined in the Merger Agreement). The Lead Arranger Fee shall be deemed fully earned upon execution of this Fee Letter by all parties hereto, but shall not become due and payable until the occurrence of the Closing Date. Once paid, the Lead Arranger Fee shall be non-refundable and non-creditable against any other fees, payments, or obligations of the Borrower Representative, the Borrower, or any of their respective affiliates under the Commitment Letter, the Credit Agreement, or any other Loan Document.

1.2 Co-Arranger Fee

In consideration of Ironclad's agreement to act as Co-Arranger and Joint Bookrunner in connection with the structuring, arrangement, and syndication of the Facilities, and as compensation for Ironclad's commitment to underwrite a portion of the Facilities as set forth in the Commitment Letter, the Borrower Representative agrees to pay, or cause to be paid, to Ironclad a co-arrangement fee (the "Co-Arranger Fee") in an amount equal to twenty-five basis points (0.25%) of the aggregate committed amount under the Term Loan B and the Revolving Credit Facility.

The Co-Arranger Fee shall be calculated as follows:

0.25% × $4,240,000,000 = $10,600,000

The Co-Arranger Fee shall be payable in full in immediately available funds on the Closing Date. The Co-Arranger Fee shall be deemed fully earned upon execution of this Fee Letter by all parties hereto, but shall not become due and payable until the occurrence of the Closing Date. Once paid, the Co-Arranger Fee shall be non-refundable and non-creditable against any other fees, payments, or obligations of the Borrower Representative, the Borrower, or any of their respective affiliates under the Commitment Letter, the Credit Agreement, or any other Loan Document.

1.3 Aggregate Arrangement Fees

The aggregate arrangement fees payable under this Section 1 on the Closing Date shall be as follows:

For the avoidance of doubt, the arrangement fees described in this Section 1 are separate from, and in addition to, the upfront fees described in Section 2, the original issue discount described in Section 3, the ticking fee described in Section 4, the commitment fee described in Section 5, and the administrative and collateral agent fees described in Section 6. No arrangement fee payable under this Section 1 shall be netted against, or reduce, any other fee or amount payable under this Fee Letter or the Commitment Letter.

Section 2: Upfront Fees

2.1 Term Loan B Upfront Fee

Each initial lender (each, an "Initial TLB Lender") that holds commitments under the Term Loan B on the Closing Date shall receive an upfront fee (the "TLB Upfront Fee") in an amount equal to fifty basis points (0.50%) of the aggregate principal amount of the Term Loan B commitments allocated to such Initial TLB Lender as of the Closing Date.

The aggregate TLB Upfront Fee on the full $3,740,000,000 Term Loan B (assuming no prior syndication) shall be calculated as follows:

0.50% × $3,740,000,000 = $18,700,000

The TLB Upfront Fee shall be payable on the Closing Date out of the proceeds of the initial borrowing under the Term Loan B. To the extent that any Initial TLB Lender's commitments under the Term Loan B are syndicated, assigned, or otherwise transferred to one or more assignee lenders prior to the Closing Date in accordance with the syndication procedures contemplated by the Commitment Letter and Section 7 of this Fee Letter, the TLB Upfront Fee with respect to such assigned commitments shall be payable to the assignee lender (and not the assigning lender) in respect of the principal amount of the commitments so assigned. The allocations of commitments and corresponding TLB Upfront Fee payments among the Initial TLB Lenders shall be set forth in the allocation schedule to be circulated by the Lead Arranger (as Sole Bookrunner) prior to the Closing Date.

2.2 Revolving Credit Facility Upfront Fee

Each initial lender (each, an "Initial Revolver Lender") that holds commitments under the Revolving Credit Facility on the Closing Date shall receive an upfront fee (the "Revolver Upfront Fee") in an amount equal to twenty-five basis points (0.25%) of such Initial Revolver Lender's revolving commitment under the Revolving Credit Facility as of the Closing Date.

The aggregate Revolver Upfront Fee on the full $500,000,000 Revolving Credit Facility (assuming no prior syndication) shall be calculated as follows:

0.25% × $500,000,000 = $1,250,000

The Revolver Upfront Fee shall be payable on the Closing Date in immediately available funds. The provisions of Section 2.1 regarding syndication and reallocation of upfront fees to assignee lenders shall apply mutatis mutandis to the Revolver Upfront Fee.

2.3 Aggregate Upfront Fees

The aggregate upfront fees payable under this Section 2 on the Closing Date shall be as follows:

Section 3: Original Issue discount

3.1 Term Loan B OID

The Term Loan B shall be issued to the Initial TLB Lenders (and any assignee lenders holding Term Loan B commitments on the Closing Date) at an original issue discount (the "OID") of 99.50, representing a discount of fifty basis points (50 bps) from par. Accordingly, the Initial TLB Lenders shall fund the Term Loan B at 99.50% of the face amount of their respective Term Loan B commitments, and the Borrower shall receive net proceeds from the initial borrowing under the Term Loan B in an amount less than the aggregate principal amount thereof.

The dollar amount of the OID on the full $3,740,000,000 Term Loan B shall be calculated as follows:

0.50% × $3,740,000,000 = $18,700,000

Accordingly, the net proceeds to the Borrower from the initial borrowing under the Term Loan B on the Closing Date (prior to the payment of TLB Upfront Fees and other closing costs) shall be:

$3,740,000,000 − $18,700,000 = $3,721,300,000

The OID shall be reflected in the initial funding mechanics under the Credit Agreement (to be dated as of the Closing Date, among Cloudium Technologies plc, as Borrower, Meridian Atlantic Bank, N.A., as Administrative Agent, and the lenders party thereto from time to time) (the "Credit Agreement"). The OID is in addition to, and not in lieu of, the TLB Upfront Fee described in Section 2.1, and the aggregate economic value to each Initial TLB Lender on the Closing Date shall equal the sum of (a) the applicable TLB Upfront Fee and (b) the applicable OID attributable to such lender's commitment.

3.2 Revolving Credit Facility

No OID shall be applicable to the Revolving Credit Facility. Revolving loans drawn under the Revolving Credit Facility shall be funded at par (100% of the face amount of each revolving borrowing).

Section 4: Ticking Fee

As set forth in the Commitment Letter, a ticking fee (the "Ticking Fee") shall accrue on the undrawn commitments under the Term Loan B at a rate of twenty-five basis points (0.25%) per annum, commencing on the date that is ninety (90) days after the date of the Commitment Letter (i.e., commencing on April 22, 2024) (the "Ticking Fee Commencement Date"). The Ticking Fee shall accrue daily on the basis of the actual number of days elapsed in a 360-day year (actual/360 day-count convention).

The Ticking Fee shall be payable:

(a) on the Closing Date, in respect of all Ticking Fees accrued through and including the date immediately preceding the Closing Date; or

(b) if the Commitment Letter is terminated prior to the Closing Date (whether by reason of the termination of the Merger Agreement, the Outside Date, or otherwise), on the date of such termination, in respect of all Ticking Fees accrued through and including the date of termination.

The Ticking Fee shall be payable to the Arrangers (and, following syndication, to the lenders holding Term Loan B commitments) pro rata in accordance with their respective shares of the undrawn Term Loan B commitments during the applicable accrual period.

By way of illustration, if the Closing Date were to occur on July 9, 2024, the Ticking Fee would accrue from April 22, 2024 through July 9, 2024, a period of seventy-eight (78) days. The estimated Ticking Fee in such case would be calculated as follows:

$3,740,000,000 × 0.25% × (78 / 360) = approximately $2,026,667

The foregoing estimate is provided for illustrative purposes only, and the actual Ticking Fee shall be determined based on the actual Closing Date (or termination date, as applicable) and the actual number of days elapsed from the Ticking Fee Commencement Date.

No ticking fee shall accrue on the Revolving Credit Facility commitments.

Section 5: Commitment Fee (Revolving Credit Facility)

As set forth in the Commitment Letter, a commitment fee (the "Commitment Fee") shall accrue on the daily average undrawn and uncancelled revolving commitments under the $500,000,000 Revolving Credit Facility at a rate of thirty-seven and one-half basis points (0.375%) per annum. The Commitment Fee shall commence accruing on the Closing Date and shall be payable quarterly in arrears to each Revolver Lender on the last business day of each fiscal quarter (or, if earlier, on the date of termination or permanent reduction of such lender's revolving commitment), in each case pursuant to the terms and conditions of the Credit Agreement.

For reference and cross-reference purposes, the pricing terms applicable to the Revolving Credit Facility are summarized as follows:

• Drawn Pricing: Adjusted Term SOFR + 275 basis points per annum (subject to the market flex provisions set forth in Section 7.3 hereof)

• Undrawn Commitment Fee: 0.375% per annum

• Maturity: Five (5) years from the Closing Date (i.e., July 9, 2029, assuming a Closing Date of July 9, 2024)

• Initial Drawn Amount at Close: $0 (the Revolving Credit Facility is expected to be undrawn at closing)

The Commitment Fee is separate from, and in addition to, the Revolver Upfront Fee described in Section 2.2. Amounts drawn under the Revolving Credit Facility shall not accrue the Commitment Fee to the extent of such drawn amounts.

Section 6: Administrative Agent and Collateral Agent Fees

6.1 Annual Administrative Agent Fee

Meridian Atlantic Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, shall receive an annual administrative agent fee (the "Administrative Agent Fee") in the amount of One Hundred Fifty Thousand Dollars ($150,000) per annum.

The Administrative Agent Fee shall be payable annually in advance, with the first payment due on the Closing Date and each subsequent payment due on each anniversary of the Closing Date thereafter for so long as the Credit Agreement remains in effect and any commitments or obligations remain outstanding thereunder. The Administrative Agent Fee shall be non-refundable and shall not be subject to pro-ration in the event of early termination of the Credit Agreement or early repayment of the Facilities during any annual period. The Administrative Agent Fee shall be payable by the Borrower directly to Meridian Atlantic in its capacity as Administrative Agent and shall be for the sole account of Meridian Atlantic (and not shared with or allocable to any other lender or agent under the Credit Agreement).

6.2 Collateral Agent Fee

Meridian Atlantic Bank, N.A., in its capacity as Collateral Agent under the Guarantee and Collateral Agreement (to be dated as of the Closing Date, among Cloudium Technologies plc, the Guarantors (as defined therein), and Meridian Atlantic Bank, N.A., as Collateral Agent) (the "Guarantee and Collateral Agreement"), shall receive an annual collateral agent fee (the "Collateral Agent Fee") in the amount of Seventy-Five Thousand Dollars ($75,000) per annum.

The Collateral Agent Fee shall be payable annually in advance, with the first payment due on the Closing Date and each subsequent payment due on each anniversary of the Closing Date thereafter for so long as the Guarantee and Collateral Agreement remains in effect and any secured obligations remain outstanding thereunder. The Collateral Agent Fee shall be non-refundable and shall not be subject to pro-ration in the event of early termination or release of the collateral security during any annual period. The Collateral Agent Fee shall be payable by the Borrower directly to Meridian Atlantic in its capacity as Collateral Agent and shall be for the sole account of Meridian Atlantic.

Section 7: Syndication Matters

7.1 Syndication Rights

Meridian Atlantic, in its capacity as Lead Arranger and Sole Bookrunner, and Ironclad, in its capacity as Co-Arranger and Joint Bookrunner, shall have the right, in their sole and absolute discretion, to syndicate all or a portion of the commitments under the Term Loan B and the Revolving Credit Facility to one or more additional financial institutions, institutional investors, or other entities (each, an "Additional Lender") selected by the Arrangers in consultation with the Borrower Representative (such consultation not to constitute a veto right, except with respect to Disqualified Lenders (as defined in the Commitment Letter)).

The arranger titles and roles for purposes of the syndication and the Credit Agreement shall be as follows:

• Meridian Atlantic Bank, N.A.: Left Lead Arranger, Sole Bookrunner, and Administrative Agent

• Ironclad Capital Markets LLC: Co-Arranger and Joint Bookrunner

No Additional Lender shall receive any title unless approved by the Arrangers, and any such additional titles shall be determined by the Arrangers in their sole discretion based on the commitment levels of such Additional Lenders.

The Borrower Representative shall use commercially reasonable efforts to assist the Arrangers in connection with the syndication of the Facilities, including, without limitation:

(a) making senior management of Fund VI and, to the extent practicable and in accordance with the financing cooperation provisions of Section 6.14 of the Merger Agreement, the Target available to participate in lender meetings, bank group presentations, and one-on-one meetings with prospective Additional Lenders;

(b) cooperating with the Arrangers in the preparation and delivery of a confidential information memorandum (the "CIM") and related marketing materials, including a financial model, a quality of earnings report, and other customary due diligence information;

(c) providing such financial information and projections as may reasonably be requested by the Arrangers to facilitate the syndication process; and

(d) ensuring that the syndication process benefits from the Borrower Representative's commercially reasonable efforts until the earlier of (i) a Successful Syndication (as defined in the Commitment Letter) and (ii) the Closing Date.

7.2 Fee Reallocation in Syndication

The Arrangers reserve the right, in their sole discretion, to reallocate a portion of the arrangement fees payable under Section 1 and the upfront fees payable under Section 2 to Additional Lenders as incentive fees, placement fees, or other forms of compensation in connection with such Additional Lenders' agreement to participate in the syndication of the Facilities (collectively, "Syndication Fees").

Any such reallocation of fees to Additional Lenders shall be:

(a) at the sole cost of the Arrangers (i.e., from the arrangement fees and upfront fees otherwise payable to the Arrangers and the Initial Lenders, respectively);

(b) shall not increase the total aggregate fees payable by the Borrower Representative, the Borrower, or any of their respective subsidiaries or affiliates under this Fee Letter or otherwise in connection with the Facilities; and

(c) shall not exceed, in the aggregate, fifty percent (50%) of the total arrangement fees payable under Section 1 of this Fee Letter (i.e., Syndication Fees shall not exceed $15,900,000 in the aggregate).

The Arrangers shall have no obligation to disclose to the Borrower Representative the specific amounts of any Syndication Fees paid or allocated to any individual Additional Lender. For the avoidance of doubt, any reallocation of upfront fees to assignee lenders in connection with syndication assignments shall be effected as described in Sections 2.1 and 2.2 and shall not constitute Syndication Fees.

7.3 Market Flex

This Section 7.3 cross-references and supplements the "Flex Provisions" set forth in the Commitment Letter.

The Arrangers shall have customary "market flex" rights to modify the pricing (including interest rate margins, floors, and OID), structure, maturity, amortization schedule, and other terms of the Term Loan B and the Revolving Credit Facility as the Arrangers may determine in their reasonable judgment to be advisable or necessary to ensure a successful syndication of the Facilities. Without limiting the generality of the foregoing, the Arrangers shall have the right to exercise the following specific flex adjustments:

(a) Term Loan B Interest Rate Margin Flex. The Arrangers may increase the interest rate margin applicable to the Term Loan B by up to fifty (50) basis points, from the initial pricing of Adjusted Term SOFR plus 325 basis points per annum to Adjusted Term SOFR plus 375 basis points per annum.

(b) Term Loan B OID Flex. The Arrangers may increase the OID applicable to the Term Loan B by up to fifty (50) additional basis points, from the initial OID of 50 basis points (issue price of 99.50) to 100 basis points (issue price of 99.00). Any increase in the OID pursuant to this clause (b) shall correspondingly reduce the net proceeds of the initial borrowing under the Term Loan B received by the Borrower on the Closing Date.

(c) Revolving Credit Facility Interest Rate Margin Flex. The Arrangers may increase the interest rate margin applicable to the Revolving Credit Facility by up to twenty-five (25) basis points, from the initial pricing of Adjusted Term SOFR plus 275 basis points per annum to Adjusted Term SOFR plus 300 basis points per annum.

(d) SOFR Floor Flex. The Arrangers may impose a SOFR floor of up to seventy-five (75) basis points on the Term Loan B. For the avoidance of doubt, if a SOFR floor is imposed, the applicable interest rate on the Term Loan B shall be calculated as the greater of (i) Adjusted Term SOFR and (ii) 0.75%, plus the applicable margin.

The Arrangers may exercise any one or more of the foregoing flex adjustments, either individually or in combination, in their sole discretion. Any exercise of market flex rights pursuant to this Section 7.3 must be notified to the Borrower Representative in writing (which may be by electronic mail) prior to the execution of the Credit Agreement. The Arrangers shall consult in good faith with the Borrower Representative regarding the exercise of market flex rights, but the final determination regarding the exercise of such rights shall rest with the Arrangers. The Borrower Representative acknowledges and agrees that the exercise of market flex rights by the Arrangers shall not constitute a breach of the Commitment Letter or this Fee Letter or give rise to any right of the Borrower Representative to terminate the Commitment Letter or refuse to consummate the Facilities.

Section 8: Conditions to Payment

All fees described in this Fee Letter are subject to, and conditioned upon, the occurrence of the Closing Date under the Merger Agreement, except as expressly set forth below.

(a) Closing Condition. Payment of the arrangement fees (Section 1), upfront fees (Section 2), and administrative agent and collateral agent fees (Section 6) shall be conditioned upon the occurrence of the Closing Date. If the Merger Agreement is terminated prior to the Closing Date without the Acquisition having been consummated (whether due to the failure of any condition precedent, the exercise of any termination right, the occurrence of the Outside Date, or otherwise), no such fees shall be payable under this Fee Letter.

(b) Ticking Fee Exception. Notwithstanding clause (a), the Ticking Fee described in Section 4 shall accrue in accordance with its terms and shall be payable on the earlier of (i) the Closing Date and (ii) the date of termination of the Commitment Letter, in each case in respect of any Ticking Fee accrued through such date. For the avoidance of doubt, if the Ticking Fee Commencement Date has not occurred as of the date of termination of the Commitment Letter, no Ticking Fee shall be payable.

(c) Condition Precedent to Funding. The payment of all fees due on the Closing Date under this Fee Letter (including the arrangement fees, upfront fees, OID, Ticking Fees, and initial administrative agent and collateral agent fees) shall be a condition precedent to the obligation of the Arrangers and the Initial Lenders to fund the initial borrowings under the Credit Agreement on the Closing Date. The parties acknowledge that such condition precedent is for the benefit of the Arrangers and the Lenders and may be waived by the Arrangers in their sole discretion.

(d) Payment Mechanics. All fees payable under this Fee Letter shall be paid in United States dollars in immediately available funds by wire transfer to such accounts as shall be designated by each of Meridian Atlantic and Ironclad (and, with respect to upfront fees payable to Additional Lenders, as shall be designated by such Additional Lenders) in accordance with the wire instructions set forth in Annex A hereto or as otherwise communicated by the applicable payee. Fees shall be paid without any right of set-off, counterclaim, or deduction (except as required by applicable law, subject to the gross-up provisions of Section 13).

Section 9: Reference Pricing Terms

For context and cross-reference purposes, and without limiting or modifying the terms of the Commitment Letter or the term sheets attached thereto, the following is a summary of the principal pricing terms of the committed debt financing:

Term Loan B:

• Aggregate Principal Amount: $3,740,000,000

• Interest Rate: Adjusted Term SOFR + 325 basis points per annum (subject to market flex per Section 7.3)

• Maturity: Seven (7) years from the Closing Date (i.e., July 9, 2031, assuming a Closing Date of July 9, 2024)

• Amortization: 1.00% per annum of the original principal amount, payable in equal quarterly installments

• OID: 50 basis points (issue price of 99.50) (subject to OID flex per Section 7.3)

Revolving Credit Facility:

• Aggregate Commitment Amount: $500,000,000

• Initial Drawn Amount at Close: $0

• Interest Rate (Drawn): Adjusted Term SOFR + 275 basis points per annum (subject to market flex per Section 7.3)

• Commitment Fee (Undrawn): 0.375% per annum

• Maturity: Five (5) years from the Closing Date (i.e., July 9, 2029, assuming a Closing Date of July 9, 2024)

Financial Covenants:

• Total Net Leverage Ratio: Not to exceed 6.50:1.00, stepping down to 6.00:1.00 on the first anniversary of the Closing Date, to 5.50:1.00 on the second anniversary of the Closing Date, and to 5.00:1.00 on the third anniversary of the Closing Date and each test date thereafter

• Springing First Lien Net Leverage Ratio (Revolver Only): Not to exceed 5.00:1.00, tested only when revolving utilization (excluding undrawn letters of credit up to $25,000,000 and revolving loans of $10,000,000 or less) exceeds 40% of the aggregate revolving commitments

Closing Date Leverage:

• Total Debt / LTM EBITDA: $3,740,000,000 ÷ $405,000,000 = approximately 9.24x

• Total Debt / Pro Forma Adjusted EBITDA (including $110,000,000 run-rate synergies): $3,740,000,000 ÷ ($405,000,000 + $110,000,000) = $3,740,000,000 ÷ $515,000,000 = approximately 7.26x

• Total Debt / Pro Forma Adjusted EBITDA (with synergies and cost savings fully phased-in): approximately 6.91x (inclusive of additional adjustments as set forth in the Commitment Letter)

Administrative Agent: Meridian Atlantic Bank, N.A.

Lenders' Counsel: Winthrop & Hale LLP (Christine Novak, Lead Partner)

Section 10: Summary Fee Table

The following table summarizes the fees payable in connection with the Facilities and this Fee Letter:

Note: The "Total Closing Date Fees" figure above represents the sum of the arrangement fees, upfront fees, OID, estimated Ticking Fee (assuming a 78-day accrual period), and Year 1 administrative agent and collateral agent fees. Actual Ticking Fees will vary based on the actual Closing Date. These fees are included within the estimated $185,000,000 total transaction expenses referenced in the Merger Agreement and the Equity Commitment Letter dated January 22, 2024, among Solara Digital Infrastructure LP, Solara Digital Co-Invest VI-A LP, and Fund VI.

Section 11: Confidentiality

This Fee Letter and its contents (including, without limitation, the specific fee percentages, dollar amounts, OID, market flex provisions, and all other economic terms set forth herein) are strictly confidential and shall not be disclosed by the Borrower Representative or any of its affiliates, representatives, or advisors to any person, except as expressly permitted below:

(a) Internal Disclosure. The Borrower Representative may disclose the contents of this Fee Letter to the officers, directors, employees, partners, members, and professional advisors of Solara Digital Infrastructure LP, Solara Digital GP LLC, Solara Fund VI GP LLC, and Fund VI (including, without limitation, counsel to the Borrower Representative at Calderwood & Harkness LLP (Matter No. 1041-00003, Harrison Wexford, Responsible Partner) and to the Borrower Representative's financial advisor at Glenmore Thornton LLP), in each case solely on a confidential, need-to-know basis, and provided that each such person is informed of the confidential nature of this Fee Letter and agrees (or is otherwise obligated) to maintain the confidentiality hereof.

(b) Legal or Regulatory Compulsion. The Borrower Representative may disclose the contents of this Fee Letter to the extent required by applicable law, rule, regulation, or governmental order, or in connection with any legal, judicial, administrative, or arbitral proceeding relating to the Commitment Letter, this Fee Letter, the Credit Agreement, or the Acquisition; provided that, to the extent legally permissible and reasonably practicable, the Borrower Representative shall provide the Arrangers with prompt prior written notice of any such required disclosure and shall cooperate with the Arrangers in seeking confidential treatment, a protective order, or other appropriate remedy to limit the scope of such disclosure.

(c) Limited Disclosure to the Target. The Borrower Representative may disclose this Fee Letter to Cloudium Technologies plc and its counsel (Ridgeway Phelps & Sato LLP), solely on a redacted basis that discloses only the aggregate fee amounts payable in connection with the Facilities (without disclosure of individual fee percentages, OID amounts, market flex provisions, or the allocation of fees between the Arrangers), and only to the extent required by the Merger Agreement, the financing cooperation covenant set forth in Section 6.14 of the Merger Agreement, or applicable securities laws governing the Acquisition.

(d) Co-Investors and Rollover Participants. The Borrower Representative may disclose a summary of the fee arrangements contemplated by this Fee Letter (including aggregate fee amounts, but without disclosure of specific fee percentages, OID, or market flex terms) to co-investors (including Solara Digital Co-Invest VI-A LP, in connection with its $425,000,000 co-investment commitment) and rollover equity participants (including Jonathan Hargrove and Pinnacle Growth Ventures LLC), in each case solely on a confidential, need-to-know basis and subject to the execution of customary non-disclosure or confidentiality undertakings.

The confidentiality obligations set forth in this Section 11 shall survive the termination of the Commitment Letter and/or the closing of the Acquisition for a period of two (2) years from the date of such termination or closing, as applicable. Notwithstanding the foregoing, the existence (but not the contents) of this Fee Letter may be disclosed in any filing or disclosure to the extent required by applicable law or regulation.

Section 12: Relationship to Commitment Letter

This Fee Letter is the "Fee Letter" referred to in, and contemplated by, the Commitment Letter dated January 22, 2024, among Meridian Atlantic Bank, N.A., Ironclad Capital Markets LLC, and Solara Digital Infrastructure Fund VI LP.

In the event of any conflict or inconsistency between the terms and provisions of this Fee Letter and the terms and provisions of the Commitment Letter, this Fee Letter shall control and prevail with respect to the fees, fee amounts, OID, market flex provisions, and other economic terms described herein, and the Commitment Letter shall control and prevail with respect to all other matters (including, without limitation, the conditions precedent to funding, the representations and warranties of the Borrower Representative, the indemnification obligations of the Borrower Representative, and the termination provisions applicable to the commitments).

This Fee Letter is subject to the same conditions precedent to the obligations of the Arrangers and the Lenders to fund the Facilities on the Closing Date, and the same termination provisions (including termination upon the occurrence of the Outside Date or the termination of the Merger Agreement), as are set forth in the Commitment Letter. For the avoidance of doubt, the aggregate committed facilities are:

• Term Loan B: $3,740,000,000

• Revolving Credit Facility: $500,000,000

• Total Committed Facilities: $4,240,000,000

No provision of this Fee Letter shall be deemed to amend, modify, or supplement the commitments of the Arrangers under the Commitment Letter, the conditions precedent to funding, or the scope of the Facilities, except to the extent expressly set forth in the market flex provisions of Section 7.3.

Section 13: Tax Treatment

All fees payable by the Borrower Representative (or the Borrower, as applicable) under this Fee Letter shall be paid free and clear of, and without any deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, charges, or fees of any nature whatsoever imposed by any taxing authority (collectively, "Taxes"), unless such deduction or withholding is required by applicable law.

If the Borrower Representative (or the Borrower) is required by applicable law to deduct or withhold any Taxes from any fee payment under this Fee Letter, the Borrower Representative shall:

(a) pay such additional amounts ("Additional Amounts") as may be necessary to ensure that each Arranger (or other payee) receives the full amount of the fee that it would have received had no such deduction or withholding been required (a "gross-up");

(b) timely remit to the applicable taxing authority the full amount of such Taxes deducted or withheld; and

(c) promptly furnish to the applicable Arranger (or other payee) copies of official receipts or other evidence of payment of such Taxes.

The foregoing gross-up obligations are subject to, and shall be interpreted consistently with, the tax provisions of the Credit Agreement (including, without limitation, the provisions regarding the delivery of tax forms (IRS Forms W-8BEN, W-8BEN-E, W-8ECI, W-8IMY, or W-9, as applicable) by the Arrangers and the Lenders). A more detailed treatment of the tax indemnification and gross-up obligations of the parties is set forth in the Credit Agreement, and the provisions of this Section 13 are intended to supplement, and not to limit or supersede, such provisions.

Section 14: Governing Law; Jurisdiction

This Fee Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts-of-law principles that would require or permit the application of the laws of any other jurisdiction.

Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and any state court of the State of New York sitting in the Borough of Manhattan, City of New York, for the purposes of any legal action, suit, or proceeding arising out of or relating to this Fee Letter, the Commitment Letter, or the transactions contemplated hereby or thereby. Each party irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such proceeding in any such court and any claim that any such proceeding has been brought in an inconvenient forum.

EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS FEE LETTER, THE COMMITMENT LETTER, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 15: Miscellaneous

15.1 Amendment; Waiver

This Fee Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by each of the parties hereto. No failure or delay by any party in exercising any right, power, or privilege under this Fee Letter 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 herein provided are cumulative and not exclusive of any rights or remedies provided by law.

15.2 Counterparts. This Fee Letter may be executed in any number of counterparts (including by means of facsimile or portable document format (.pdf) transmission), each of which when so executed and delivered shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Fee Letter by facsimile or electronic transmission (including .pdf) shall be effective as delivery of a manually executed counterpart of this Fee Letter.

15.3 Entire Agreement

This Fee Letter, together with the Commitment Letter (including the term sheets, annexes, schedules, and exhibits attached thereto), constitutes the entire agreement among the parties hereto with respect to the fees and other economic terms described herein and supersedes all prior and contemporaneous discussions, negotiations, term sheets, proposals, correspondence, and agreements (whether written or oral) among the parties relating to the subject matter hereof. No representations, warranties, or agreements of any kind have been made by any party hereto except as expressly set forth in this Fee Letter and the Commitment Letter.

15.4 Successors and Assigns

This Fee Letter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that the Borrower Representative may not assign or transfer any of its rights or obligations under this Fee Letter without the prior written consent of each Arranger, and any purported assignment or transfer in violation of this restriction shall be null and void. Each Arranger may assign its rights and obligations under this Fee Letter (in whole or in part) in connection with any permitted assignment of its commitments under the Commitment Letter, without the consent of the Borrower Representative.

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

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Fee Letter by executing and returning a counterpart hereof to the undersigned, whereupon this Fee Letter shall become a binding agreement among the parties hereto.

Very truly yours,

MERIDIAN ATLANTIC BANK, N.A.

By: ________

Name: Graham Whitaker

Title: Managing Director, Leveraged Finance

Address: 383 Madison Avenue, New York, NY 10179

IRONCLAD CAPITAL MARKETS LLC

By: ________

Name: Samuel Diaz

Title: Director, Leveraged Finance

Address: 200 West Street, New York, NY 10282

Accepted and agreed to as of January 22, 2024:

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

By: Solara Fund VI GP LLC, its General Partner

By: ________

Name: Marcus Elliston

Title: Authorized Signatory

Address: 1200 Market Street, Suite 3400, Wilmington, DE 19801

EIN: 87-4523190

ANNEX A

WIRE INSTRUCTIONS FOR FEE PAYMENTS

The fees payable under this Fee Letter shall be remitted by wire transfer of immediately available funds to the accounts set forth below (or to such other accounts as may be designated by the applicable payee by written notice delivered to the Borrower Representative not later than five (5) business days prior to the Closing Date).

1. Meridian Atlantic Bank, N.A. (Arrangement Fee, Administrative Agent Fee, Collateral Agent Fee, and Pro Rata Share of Upfront Fees)

Bank Name: Meridian Atlantic Bank, N.A. ABA Routing No.: [To be provided] Account No.: [To be provided] Account Name: [To be provided] Reference: Solara / Cloudium — Fee Letter Payments

Attention: Leveraged Finance Operations

2. Ironclad Capital Markets LLC (Co-Arranger Fee and Pro Rata Share of Upfront Fees)

Bank Name: [To be provided] ABA Routing No.: [To be provided] Account No.: [To be provided] Account Name: [To be provided] Reference: Solara / Cloudium — Fee Letter Payments

Attention: Leveraged Finance Operations

Note: Actual wire instructions shall be confirmed by each party in writing no later than five (5) business days prior to the anticipated Closing Date. All wire instructions shall be incorporated into the Funds Flow Memorandum to be prepared by Calderwood & Harkness LLP (Matter No. 1041-00003, Harrison Wexford, Responsible Partner) in connection with the closing of the Acquisition and the initial funding of the Facilities. In the event of any discrepancy between the wire instructions set forth in this Annex A and those set forth in the Funds Flow Memorandum, the Funds Flow Memorandum shall control.

Payee	Fee	Amount
Meridian Atlantic Bank, N.A.	Lead Arranger Fee	$21,200,000
Ironclad Capital Markets LLC	Co-Arranger Fee	$10,600,000
Total	$31,800,000
Payee	Fee	Amount
Initial TLB Lenders	TLB Upfront Fee	$18,700,000
Initial Revolver Lenders	Revolver Upfront Fee	$1,250,000
Total	$19,950,000
Fee Component	Payee	Rate / Amount	Dollar Amount
Lead Arranger Fee	Meridian Atlantic Bank, N.A.	0.50% on $4,240,000,000	$21,200,000
Co-Arranger Fee	Ironclad Capital Markets LLC	0.25% on $4,240,000,000	$10,600,000
Term Loan B Upfront Fee	Initial TLB Lenders	0.50% on $3,740,000,000	$18,700,000
Revolver Upfront Fee	Initial Revolver Lenders	0.25% on $500,000,000	$1,250,000
Term Loan B OID	Reflected in funding mechanics	50 bps on $3,740,000,000	$18,700,000
Ticking Fee (estimated)	Meridian Atlantic / Ironclad (pro rata)	0.25% p.a. on TLB (78 days est.)	~$2,026,667
Annual Administrative Agent Fee	Meridian Atlantic Bank, N.A.	Flat annual fee	$150,000
Annual Collateral Agent Fee	Meridian Atlantic Bank, N.A.	Flat annual fee	$75,000
Total Closing Date Fees	~$72,701,667

CONFIDENTIAL FEE LETTER
January 22, 2024
Solara Digital Infrastructure Fund VI LP 1200 Market Street, Suite 3400 Wilmington, DE 19801
Attention: Marcus Elliston, Authorized Signatory
Ladies and Gentlemen:
Reference is made to the Debt Commitment Letter of even date herewith (the "Commitment Letter"), among Meridian Atlantic Bank, N.A. ("Meridian Atlantic" or the "Lead Arranger"), a national banking association with its principal office at 383 Madison Avenue, New York, NY 10179, Ironclad Capital Markets LLC ("Ironclad" or the "Co-Arranger," and together with Meridian Atlantic, the "Arrangers"), a Delaware limited liability company with its principal office at 200 West Street, New York, NY 10282, and Solara Digital Infrastructure Fund VI LP (the "Borrower Representative" or "Fund VI"), a Delaware limited partnership with its principal office at 1200 Market Street, Suite 3400, Wilmington, DE 19801, pursuant to which the Arrangers have committed to provide, on the terms and subject to the conditions set forth therein, aggregate debt financing in the amount of Four Billion Two Hundred Forty Million Dollars ($4,240,000,000), consisting of (i) a senior secured first lien term loan B facility in an aggregate principal amount of Three Billion Seven Hundred Forty Million Dollars ($3,740,000,000) (the "Term Loan B") and (ii) a senior secured first lien revolving credit facility in an aggregate principal amount of Five Hundred Million Dollars ($500,000,000) (the "Revolving Credit Facility" and, together with the Term Loan B, the "Facilities"), in each case in connection with the acquisition (the "Acquisition") of Cloudium Technologies plc ("Cloudium" or the "Target"), a public limited company incorporated under the laws of England and Wales (Company No. 09734521), by Stratos Merger Sub Inc. ("Merger Sub"), a Delaware corporation and wholly owned subsidiary of Fund VI, pursuant to the Agreement and Plan of Merger dated as of January 22, 2024 (the "Merger Agreement"), by and among Fund VI, Merger Sub, and Cloudium.
This letter agreement (this "Fee Letter") sets forth the fees that the Borrower Representative has agreed to pay, or cause to be paid, in connection with the Commitment Letter and the Facilities described therein. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Commitment Letter.
Section 1: Arrangement Fees
1.1 Lead Arranger Fee
In consideration of Meridian Atlantic's agreement to act as Lead Arranger, Sole Bookrunner, and Administrative Agent in connection with the structuring, arrangement, and syndication of the Facilities, and as compensation for Meridian Atlantic's commitment to underwrite the Facilities as set forth in the Commitment Letter, the Borrower Representative agrees to pay, or cause to be paid, to Meridian Atlantic an arrangement fee (the "Lead Arranger Fee") in an amount equal to fifty basis points (0.50%) of the aggregate committed amount under the Term Loan B and the Revolving Credit Facility.
The Lead Arranger Fee shall be calculated as follows:
0.50% × $4,240,000,000 = $21,200,000
The Lead Arranger Fee shall be payable in full in immediately available funds on the Closing Date (as defined in the Merger Agreement). The Lead Arranger Fee shall be deemed fully earned upon execution of this Fee Letter by all parties hereto, but shall not become due and payable until the occurrence of the Closing Date. Once paid, the Lead Arranger Fee shall be non-refundable and non-creditable against any other fees, payments, or obligations of the Borrower Representative, the Borrower, or any of their respective affiliates under the Commitment Letter, the Credit Agreement, or any other Loan Document.
1.2 Co-Arranger Fee
In consideration of Ironclad's agreement to act as Co-Arranger and Joint Bookrunner in connection with the structuring, arrangement, and syndication of the Facilities, and as compensation for Ironclad's commitment to underwrite a portion of the Facilities as set forth in the Commitment Letter, the Borrower Representative agrees to pay, or cause to be paid, to Ironclad a co-arrangement fee (the "Co-Arranger Fee") in an amount equal to twenty-five basis points (0.25%) of the aggregate committed amount under the Term Loan B and the Revolving Credit Facility.
The Co-Arranger Fee shall be calculated as follows:
0.25% × $4,240,000,000 = $10,600,000
The Co-Arranger Fee shall be payable in full in immediately available funds on the Closing Date. The Co-Arranger Fee shall be deemed fully earned upon execution of this Fee Letter by all parties hereto, but shall not become due and payable until the occurrence of the Closing Date. Once paid, the Co-Arranger Fee shall be non-refundable and non-creditable against any other fees, payments, or obligations of the Borrower Representative, the Borrower, or any of their respective affiliates under the Commitment Letter, the Credit Agreement, or any other Loan Document.
1.3 Aggregate Arrangement Fees
The aggregate arrangement fees payable under this Section 1 on the Closing Date shall be as follows:
For the avoidance of doubt, the arrangement fees described in this Section 1 are separate from, and in addition to, the upfront fees described in Section 2, the original issue discount described in Section 3, the ticking fee described in Section 4, the commitment fee described in Section 5, and the administrative and collateral agent fees described in Section 6. No arrangement fee payable under this Section 1 shall be netted against, or reduce, any other fee or amount payable under this Fee Letter or the Commitment Letter.
Section 2: Upfront Fees
2.1 Term Loan B Upfront Fee
Each initial lender (each, an "Initial TLB Lender") that holds commitments under the Term Loan B on the Closing Date shall receive an upfront fee (the "TLB Upfront Fee") in an amount equal to fifty basis points (0.50%) of the aggregate principal amount of the Term Loan B commitments allocated to such Initial TLB Lender as of the Closing Date.
The aggregate TLB Upfront Fee on the full $3,740,000,000 Term Loan B (assuming no prior syndication) shall be calculated as follows:
0.50% × $3,740,000,000 = $18,700,000
The TLB Upfront Fee shall be payable on the Closing Date out of the proceeds of the initial borrowing under the Term Loan B. To the extent that any Initial TLB Lender's commitments under the Term Loan B are syndicated, assigned, or otherwise transferred to one or more assignee lenders prior to the Closing Date in accordance with the syndication procedures contemplated by the Commitment Letter and Section 7 of this Fee Letter, the TLB Upfront Fee with respect to such assigned commitments shall be payable to the assignee lender (and not the assigning lender) in respect of the principal amount of the commitments so assigned. The allocations of commitments and corresponding TLB Upfront Fee payments among the Initial TLB Lenders shall be set forth in the allocation schedule to be circulated by the Lead Arranger (as Sole Bookrunner) prior to the Closing Date.
2.2 Revolving Credit Facility Upfront Fee
Each initial lender (each, an "Initial Revolver Lender") that holds commitments under the Revolving Credit Facility on the Closing Date shall receive an upfront fee (the "Revolver Upfront Fee") in an amount equal to twenty-five basis points (0.25%) of such Initial Revolver Lender's revolving commitment under the Revolving Credit Facility as of the Closing Date.
The aggregate Revolver Upfront Fee on the full $500,000,000 Revolving Credit Facility (assuming no prior syndication) shall be calculated as follows:
0.25% × $500,000,000 = $1,250,000
The Revolver Upfront Fee shall be payable on the Closing Date in immediately available funds. The provisions of Section 2.1 regarding syndication and reallocation of upfront fees to assignee lenders shall apply mutatis mutandis to the Revolver Upfront Fee.
2.3 Aggregate Upfront Fees
The aggregate upfront fees payable under this Section 2 on the Closing Date shall be as follows:
Section 3: Original Issue discount
3.1 Term Loan B OID
The Term Loan B shall be issued to the Initial TLB Lenders (and any assignee lenders holding Term Loan B commitments on the Closing Date) at an original issue discount (the "OID") of 99.50, representing a discount of fifty basis points (50 bps) from par. Accordingly, the Initial TLB Lenders shall fund the Term Loan B at 99.50% of the face amount of their respective Term Loan B commitments, and the Borrower shall receive net proceeds from the initial borrowing under the Term Loan B in an amount less than the aggregate principal amount thereof.
The dollar amount of the OID on the full $3,740,000,000 Term Loan B shall be calculated as follows:
0.50% × $3,740,000,000 = $18,700,000
Accordingly, the net proceeds to the Borrower from the initial borrowing under the Term Loan B on the Closing Date (prior to the payment of TLB Upfront Fees and other closing costs) shall be:
$3,740,000,000 − $18,700,000 = $3,721,300,000
The OID shall be reflected in the initial funding mechanics under the Credit Agreement (to be dated as of the Closing Date, among Cloudium Technologies plc, as Borrower, Meridian Atlantic Bank, N.A., as Administrative Agent, and the lenders party thereto from time to time) (the "Credit Agreement"). The OID is in addition to, and not in lieu of, the TLB Upfront Fee described in Section 2.1, and the aggregate economic value to each Initial TLB Lender on the Closing Date shall equal the sum of (a) the applicable TLB Upfront Fee and (b) the applicable OID attributable to such lender's commitment.
3.2 Revolving Credit Facility
No OID shall be applicable to the Revolving Credit Facility. Revolving loans drawn under the Revolving Credit Facility shall be funded at par (100% of the face amount of each revolving borrowing).
Section 4: Ticking Fee
As set forth in the Commitment Letter, a ticking fee (the "Ticking Fee") shall accrue on the undrawn commitments under the Term Loan B at a rate of twenty-five basis points (0.25%) per annum, commencing on the date that is ninety (90) days after the date of the Commitment Letter (i.e., commencing on April 22, 2024) (the "Ticking Fee Commencement Date"). The Ticking Fee shall accrue daily on the basis of the actual number of days elapsed in a 360-day year (actual/360 day-count convention).
The Ticking Fee shall be payable:
(a) on the Closing Date, in respect of all Ticking Fees accrued through and including the date immediately preceding the Closing Date; or
(b) if the Commitment Letter is terminated prior to the Closing Date (whether by reason of the termination of the Merger Agreement, the Outside Date, or otherwise), on the date of such termination, in respect of all Ticking Fees accrued through and including the date of termination.
The Ticking Fee shall be payable to the Arrangers (and, following syndication, to the lenders holding Term Loan B commitments) pro rata in accordance with their respective shares of the undrawn Term Loan B commitments during the applicable accrual period.
By way of illustration, if the Closing Date were to occur on July 9, 2024, the Ticking Fee would accrue from April 22, 2024 through July 9, 2024, a period of seventy-eight (78) days. The estimated Ticking Fee in such case would be calculated as follows:
$3,740,000,000 × 0.25% × (78 / 360) = approximately $2,026,667
The foregoing estimate is provided for illustrative purposes only, and the actual Ticking Fee shall be determined based on the actual Closing Date (or termination date, as applicable) and the actual number of days elapsed from the Ticking Fee Commencement Date.
No ticking fee shall accrue on the Revolving Credit Facility commitments.
Section 5: Commitment Fee (Revolving Credit Facility)
As set forth in the Commitment Letter, a commitment fee (the "Commitment Fee") shall accrue on the daily average undrawn and uncancelled revolving commitments under the $500,000,000 Revolving Credit Facility at a rate of thirty-seven and one-half basis points (0.375%) per annum. The Commitment Fee shall commence accruing on the Closing Date and shall be payable quarterly in arrears to each Revolver Lender on the last business day of each fiscal quarter (or, if earlier, on the date of termination or permanent reduction of such lender's revolving commitment), in each case pursuant to the terms and conditions of the Credit Agreement.
For reference and cross-reference purposes, the pricing terms applicable to the Revolving Credit Facility are summarized as follows:
•  Drawn Pricing: Adjusted Term SOFR + 275 basis points per annum (subject to the market flex provisions set forth in Section 7.3 hereof)
•  Undrawn Commitment Fee: 0.375% per annum
•  Maturity: Five (5) years from the Closing Date (i.e., July 9, 2029, assuming a Closing Date of July 9, 2024)
•  Initial Drawn Amount at Close: $0 (the Revolving Credit Facility is expected to be undrawn at closing)
The Commitment Fee is separate from, and in addition to, the Revolver Upfront Fee described in Section 2.2. Amounts drawn under the Revolving Credit Facility shall not accrue the Commitment Fee to the extent of such drawn amounts.
Section 6: Administrative Agent and Collateral Agent Fees
6.1 Annual Administrative Agent Fee
Meridian Atlantic Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, shall receive an annual administrative agent fee (the "Administrative Agent Fee") in the amount of One Hundred Fifty Thousand Dollars ($150,000) per annum.
The Administrative Agent Fee shall be payable annually in advance, with the first payment due on the Closing Date and each subsequent payment due on each anniversary of the Closing Date thereafter for so long as the Credit Agreement remains in effect and any commitments or obligations remain outstanding thereunder. The Administrative Agent Fee shall be non-refundable and shall not be subject to pro-ration in the event of early termination of the Credit Agreement or early repayment of the Facilities during any annual period. The Administrative Agent Fee shall be payable by the Borrower directly to Meridian Atlantic in its capacity as Administrative Agent and shall be for the sole account of Meridian Atlantic (and not shared with or allocable to any other lender or agent under the Credit Agreement).
6.2 Collateral Agent Fee
Meridian Atlantic Bank, N.A., in its capacity as Collateral Agent under the Guarantee and Collateral Agreement (to be dated as of the Closing Date, among Cloudium Technologies plc, the Guarantors (as defined therein), and Meridian Atlantic Bank, N.A., as Collateral Agent) (the "Guarantee and Collateral Agreement"), shall receive an annual collateral agent fee (the "Collateral Agent Fee") in the amount of Seventy-Five Thousand Dollars ($75,000) per annum.
The Collateral Agent Fee shall be payable annually in advance, with the first payment due on the Closing Date and each subsequent payment due on each anniversary of the Closing Date thereafter for so long as the Guarantee and Collateral Agreement remains in effect and any secured obligations remain outstanding thereunder. The Collateral Agent Fee shall be non-refundable and shall not be subject to pro-ration in the event of early termination or release of the collateral security during any annual period. The Collateral Agent Fee shall be payable by the Borrower directly to Meridian Atlantic in its capacity as Collateral Agent and shall be for the sole account of Meridian Atlantic.
Section 7: Syndication Matters
7.1 Syndication Rights
Meridian Atlantic, in its capacity as Lead Arranger and Sole Bookrunner, and Ironclad, in its capacity as Co-Arranger and Joint Bookrunner, shall have the right, in their sole and absolute discretion, to syndicate all or a portion of the commitments under the Term Loan B and the Revolving Credit Facility to one or more additional financial institutions, institutional investors, or other entities (each, an "Additional Lender") selected by the Arrangers in consultation with the Borrower Representative (such consultation not to constitute a veto right, except with respect to Disqualified Lenders (as defined in the Commitment Letter)).
The arranger titles and roles for purposes of the syndication and the Credit Agreement shall be as follows:
•  Meridian Atlantic Bank, N.A.: Left Lead Arranger, Sole Bookrunner, and Administrative Agent
•  Ironclad Capital Markets LLC: Co-Arranger and Joint Bookrunner
No Additional Lender shall receive any title unless approved by the Arrangers, and any such additional titles shall be determined by the Arrangers in their sole discretion based on the commitment levels of such Additional Lenders.
The Borrower Representative shall use commercially reasonable efforts to assist the Arrangers in connection with the syndication of the Facilities, including, without limitation:
(a) making senior management of Fund VI and, to the extent practicable and in accordance with the financing cooperation provisions of Section 6.14 of the Merger Agreement, the Target available to participate in lender meetings, bank group presentations, and one-on-one meetings with prospective Additional Lenders;
(b) cooperating with the Arrangers in the preparation and delivery of a confidential information memorandum (the "CIM") and related marketing materials, including a financial model, a quality of earnings report, and other customary due diligence information;
(c) providing such financial information and projections as may reasonably be requested by the Arrangers to facilitate the syndication process; and
(d) ensuring that the syndication process benefits from the Borrower Representative's commercially reasonable efforts until the earlier of (i) a Successful Syndication (as defined in the Commitment Letter) and (ii) the Closing Date.
7.2 Fee Reallocation in Syndication
The Arrangers reserve the right, in their sole discretion, to reallocate a portion of the arrangement fees payable under Section 1 and the upfront fees payable under Section 2 to Additional Lenders as incentive fees, placement fees, or other forms of compensation in connection with such Additional Lenders' agreement to participate in the syndication of the Facilities (collectively, "Syndication Fees").
Any such reallocation of fees to Additional Lenders shall be:
(a) at the sole cost of the Arrangers (i.e., from the arrangement fees and upfront fees otherwise payable to the Arrangers and the Initial Lenders, respectively);
(b) shall not increase the total aggregate fees payable by the Borrower Representative, the Borrower, or any of their respective subsidiaries or affiliates under this Fee Letter or otherwise in connection with the Facilities; and
(c) shall not exceed, in the aggregate, fifty percent (50%) of the total arrangement fees payable under Section 1 of this Fee Letter (i.e., Syndication Fees shall not exceed $15,900,000 in the aggregate).
The Arrangers shall have no obligation to disclose to the Borrower Representative the specific amounts of any Syndication Fees paid or allocated to any individual Additional Lender. For the avoidance of doubt, any reallocation of upfront fees to assignee lenders in connection with syndication assignments shall be effected as described in Sections 2.1 and 2.2 and shall not constitute Syndication Fees.
7.3 Market Flex
This Section 7.3 cross-references and supplements the "Flex Provisions" set forth in the Commitment Letter.
The Arrangers shall have customary "market flex" rights to modify the pricing (including interest rate margins, floors, and OID), structure, maturity, amortization schedule, and other terms of the Term Loan B and the Revolving Credit Facility as the Arrangers may determine in their reasonable judgment to be advisable or necessary to ensure a successful syndication of the Facilities. Without limiting the generality of the foregoing, the Arrangers shall have the right to exercise the following specific flex adjustments:
(a) Term Loan B Interest Rate Margin Flex. The Arrangers may increase the interest rate margin applicable to the Term Loan B by up to fifty (50) basis points, from the initial pricing of Adjusted Term SOFR plus 325 basis points per annum to Adjusted Term SOFR plus 375 basis points per annum.
(b) Term Loan B OID Flex. The Arrangers may increase the OID applicable to the Term Loan B by up to fifty (50) additional basis points, from the initial OID of 50 basis points (issue price of 99.50) to 100 basis points (issue price of 99.00). Any increase in the OID pursuant to this clause (b) shall correspondingly reduce the net proceeds of the initial borrowing under the Term Loan B received by the Borrower on the Closing Date.
(c) Revolving Credit Facility Interest Rate Margin Flex. The Arrangers may increase the interest rate margin applicable to the Revolving Credit Facility by up to twenty-five (25) basis points, from the initial pricing of Adjusted Term SOFR plus 275 basis points per annum to Adjusted Term SOFR plus 300 basis points per annum.
(d) SOFR Floor Flex. The Arrangers may impose a SOFR floor of up to seventy-five (75) basis points on the Term Loan B. For the avoidance of doubt, if a SOFR floor is imposed, the applicable interest rate on the Term Loan B shall be calculated as the greater of (i) Adjusted Term SOFR and (ii) 0.75%, plus the applicable margin.
The Arrangers may exercise any one or more of the foregoing flex adjustments, either individually or in combination, in their sole discretion. Any exercise of market flex rights pursuant to this Section 7.3 must be notified to the Borrower Representative in writing (which may be by electronic mail) prior to the execution of the Credit Agreement. The Arrangers shall consult in good faith with the Borrower Representative regarding the exercise of market flex rights, but the final determination regarding the exercise of such rights shall rest with the Arrangers. The Borrower Representative acknowledges and agrees that the exercise of market flex rights by the Arrangers shall not constitute a breach of the Commitment Letter or this Fee Letter or give rise to any right of the Borrower Representative to terminate the Commitment Letter or refuse to consummate the Facilities.
Section 8: Conditions to Payment
All fees described in this Fee Letter are subject to, and conditioned upon, the occurrence of the Closing Date under the Merger Agreement, except as expressly set forth below.
(a) Closing Condition. Payment of the arrangement fees (Section 1), upfront fees (Section 2), and administrative agent and collateral agent fees (Section 6) shall be conditioned upon the occurrence of the Closing Date. If the Merger Agreement is terminated prior to the Closing Date without the Acquisition having been consummated (whether due to the failure of any condition precedent, the exercise of any termination right, the occurrence of the Outside Date, or otherwise), no such fees shall be payable under this Fee Letter.
(b) Ticking Fee Exception. Notwithstanding clause (a), the Ticking Fee described in Section 4 shall accrue in accordance with its terms and shall be payable on the earlier of (i) the Closing Date and (ii) the date of termination of the Commitment Letter, in each case in respect of any Ticking Fee accrued through such date. For the avoidance of doubt, if the Ticking Fee Commencement Date has not occurred as of the date of termination of the Commitment Letter, no Ticking Fee shall be payable.
(c) Condition Precedent to Funding. The payment of all fees due on the Closing Date under this Fee Letter (including the arrangement fees, upfront fees, OID, Ticking Fees, and initial administrative agent and collateral agent fees) shall be a condition precedent to the obligation of the Arrangers and the Initial Lenders to fund the initial borrowings under the Credit Agreement on the Closing Date. The parties acknowledge that such condition precedent is for the benefit of the Arrangers and the Lenders and may be waived by the Arrangers in their sole discretion.
(d) Payment Mechanics. All fees payable under this Fee Letter shall be paid in United States dollars in immediately available funds by wire transfer to such accounts as shall be designated by each of Meridian Atlantic and Ironclad (and, with respect to upfront fees payable to Additional Lenders, as shall be designated by such Additional Lenders) in accordance with the wire instructions set forth in Annex A hereto or as otherwise communicated by the applicable payee. Fees shall be paid without any right of set-off, counterclaim, or deduction (except as required by applicable law, subject to the gross-up provisions of Section 13).
Section 9: Reference Pricing Terms
For context and cross-reference purposes, and without limiting or modifying the terms of the Commitment Letter or the term sheets attached thereto, the following is a summary of the principal pricing terms of the committed debt financing:
Term Loan B:
•  Aggregate Principal Amount: $3,740,000,000
•  Interest Rate: Adjusted Term SOFR + 325 basis points per annum (subject to market flex per Section 7.3)
•  Maturity: Seven (7) years from the Closing Date (i.e., July 9, 2031, assuming a Closing Date of July 9, 2024)
•  Amortization: 1.00% per annum of the original principal amount, payable in equal quarterly installments
•  OID: 50 basis points (issue price of 99.50) (subject to OID flex per Section 7.3)
Revolving Credit Facility:
•  Aggregate Commitment Amount: $500,000,000
•  Initial Drawn Amount at Close: $0
•  Interest Rate (Drawn): Adjusted Term SOFR + 275 basis points per annum (subject to market flex per Section 7.3)
•  Commitment Fee (Undrawn): 0.375% per annum
•  Maturity: Five (5) years from the Closing Date (i.e., July 9, 2029, assuming a Closing Date of July 9, 2024)
Financial Covenants:
•  Total Net Leverage Ratio: Not to exceed 6.50:1.00, stepping down to 6.00:1.00 on the first anniversary of the Closing Date, to 5.50:1.00 on the second anniversary of the Closing Date, and to 5.00:1.00 on the third anniversary of the Closing Date and each test date thereafter
•  Springing First Lien Net Leverage Ratio (Revolver Only): Not to exceed 5.00:1.00, tested only when revolving utilization (excluding undrawn letters of credit up to $25,000,000 and revolving loans of $10,000,000 or less) exceeds 40% of the aggregate revolving commitments
Closing Date Leverage:
•  Total Debt / LTM EBITDA: $3,740,000,000 ÷ $405,000,000 = approximately 9.24x
•  Total Debt / Pro Forma Adjusted EBITDA (including $110,000,000 run-rate synergies): $3,740,000,000 ÷ ($405,000,000 + $110,000,000) = $3,740,000,000 ÷ $515,000,000 = approximately 7.26x
•  Total Debt / Pro Forma Adjusted EBITDA (with synergies and cost savings fully phased-in): approximately 6.91x (inclusive of additional adjustments as set forth in the Commitment Letter)
Administrative Agent: Meridian Atlantic Bank, N.A.
Lenders' Counsel: Winthrop & Hale LLP (Christine Novak, Lead Partner)
Section 10: Summary Fee Table
The following table summarizes the fees payable in connection with the Facilities and this Fee Letter:
Note: The "Total Closing Date Fees" figure above represents the sum of the arrangement fees, upfront fees, OID, estimated Ticking Fee (assuming a 78-day accrual period), and Year 1 administrative agent and collateral agent fees. Actual Ticking Fees will vary based on the actual Closing Date. These fees are included within the estimated $185,000,000 total transaction expenses referenced in the Merger Agreement and the Equity Commitment Letter dated January 22, 2024, among Solara Digital Infrastructure LP, Solara Digital Co-Invest VI-A LP, and Fund VI.
Section 11: Confidentiality
This Fee Letter and its contents (including, without limitation, the specific fee percentages, dollar amounts, OID, market flex provisions, and all other economic terms set forth herein) are strictly confidential and shall not be disclosed by the Borrower Representative or any of its affiliates, representatives, or advisors to any person, except as expressly permitted below:
(a) Internal Disclosure. The Borrower Representative may disclose the contents of this Fee Letter to the officers, directors, employees, partners, members, and professional advisors of Solara Digital Infrastructure LP, Solara Digital GP LLC, Solara Fund VI GP LLC, and Fund VI (including, without limitation, counsel to the Borrower Representative at Calderwood & Harkness LLP (Matter No. 1041-00003, Harrison Wexford, Responsible Partner) and to the Borrower Representative's financial advisor at Glenmore Thornton LLP), in each case solely on a confidential, need-to-know basis, and provided that each such person is informed of the confidential nature of this Fee Letter and agrees (or is otherwise obligated) to maintain the confidentiality hereof.
(b) Legal or Regulatory Compulsion. The Borrower Representative may disclose the contents of this Fee Letter to the extent required by applicable law, rule, regulation, or governmental order, or in connection with any legal, judicial, administrative, or arbitral proceeding relating to the Commitment Letter, this Fee Letter, the Credit Agreement, or the Acquisition; provided that, to the extent legally permissible and reasonably practicable, the Borrower Representative shall provide the Arrangers with prompt prior written notice of any such required disclosure and shall cooperate with the Arrangers in seeking confidential treatment, a protective order, or other appropriate remedy to limit the scope of such disclosure.
(c) Limited Disclosure to the Target. The Borrower Representative may disclose this Fee Letter to Cloudium Technologies plc and its counsel (Ridgeway Phelps & Sato LLP), solely on a redacted basis that discloses only the aggregate fee amounts payable in connection with the Facilities (without disclosure of individual fee percentages, OID amounts, market flex provisions, or the allocation of fees between the Arrangers), and only to the extent required by the Merger Agreement, the financing cooperation covenant set forth in Section 6.14 of the Merger Agreement, or applicable securities laws governing the Acquisition.
(d) Co-Investors and Rollover Participants. The Borrower Representative may disclose a summary of the fee arrangements contemplated by this Fee Letter (including aggregate fee amounts, but without disclosure of specific fee percentages, OID, or market flex terms) to co-investors (including Solara Digital Co-Invest VI-A LP, in connection with its $425,000,000 co-investment commitment) and rollover equity participants (including Jonathan Hargrove and Pinnacle Growth Ventures LLC), in each case solely on a confidential, need-to-know basis and subject to the execution of customary non-disclosure or confidentiality undertakings.
The confidentiality obligations set forth in this Section 11 shall survive the termination of the Commitment Letter and/or the closing of the Acquisition for a period of two (2) years from the date of such termination or closing, as applicable. Notwithstanding the foregoing, the existence (but not the contents) of this Fee Letter may be disclosed in any filing or disclosure to the extent required by applicable law or regulation.
Section 12: Relationship to Commitment Letter
This Fee Letter is the "Fee Letter" referred to in, and contemplated by, the Commitment Letter dated January 22, 2024, among Meridian Atlantic Bank, N.A., Ironclad Capital Markets LLC, and Solara Digital Infrastructure Fund VI LP.
In the event of any conflict or inconsistency between the terms and provisions of this Fee Letter and the terms and provisions of the Commitment Letter, this Fee Letter shall control and prevail with respect to the fees, fee amounts, OID, market flex provisions, and other economic terms described herein, and the Commitment Letter shall control and prevail with respect to all other matters (including, without limitation, the conditions precedent to funding, the representations and warranties of the Borrower Representative, the indemnification obligations of the Borrower Representative, and the termination provisions applicable to the commitments).
This Fee Letter is subject to the same conditions precedent to the obligations of the Arrangers and the Lenders to fund the Facilities on the Closing Date, and the same termination provisions (including termination upon the occurrence of the Outside Date or the termination of the Merger Agreement), as are set forth in the Commitment Letter. For the avoidance of doubt, the aggregate committed facilities are:
•  Term Loan B: $3,740,000,000
•  Revolving Credit Facility: $500,000,000
•  Total Committed Facilities: $4,240,000,000
No provision of this Fee Letter shall be deemed to amend, modify, or supplement the commitments of the Arrangers under the Commitment Letter, the conditions precedent to funding, or the scope of the Facilities, except to the extent expressly set forth in the market flex provisions of Section 7.3.
Section 13: Tax Treatment
All fees payable by the Borrower Representative (or the Borrower, as applicable) under this Fee Letter shall be paid free and clear of, and without any deduction or withholding for or on account of, any present or future taxes, levies, imposts, duties, charges, or fees of any nature whatsoever imposed by any taxing authority (collectively, "Taxes"), unless such deduction or withholding is required by applicable law.
If the Borrower Representative (or the Borrower) is required by applicable law to deduct or withhold any Taxes from any fee payment under this Fee Letter, the Borrower Representative shall:
(a) pay such additional amounts ("Additional Amounts") as may be necessary to ensure that each Arranger (or other payee) receives the full amount of the fee that it would have received had no such deduction or withholding been required (a "gross-up");
(b) timely remit to the applicable taxing authority the full amount of such Taxes deducted or withheld; and
(c) promptly furnish to the applicable Arranger (or other payee) copies of official receipts or other evidence of payment of such Taxes.
The foregoing gross-up obligations are subject to, and shall be interpreted consistently with, the tax provisions of the Credit Agreement (including, without limitation, the provisions regarding the delivery of tax forms (IRS Forms W-8BEN, W-8BEN-E, W-8ECI, W-8IMY, or W-9, as applicable) by the Arrangers and the Lenders). A more detailed treatment of the tax indemnification and gross-up obligations of the parties is set forth in the Credit Agreement, and the provisions of this Section 13 are intended to supplement, and not to limit or supersede, such provisions.
Section 14: Governing Law; Jurisdiction
This Fee Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to any conflicts-of-law principles that would require or permit the application of the laws of any other jurisdiction.
Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and any state court of the State of New York sitting in the Borough of Manhattan, City of New York, for the purposes of any legal action, suit, or proceeding arising out of or relating to this Fee Letter, the Commitment Letter, or the transactions contemplated hereby or thereby. Each party irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such proceeding in any such court and any claim that any such proceeding has been brought in an inconvenient forum.
EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS FEE LETTER, THE COMMITMENT LETTER, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
Section 15: Miscellaneous
15.1 Amendment; Waiver
This Fee Letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by each of the parties hereto. No failure or delay by any party in exercising any right, power, or privilege under this Fee Letter 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 herein provided are cumulative and not exclusive of any rights or remedies provided by law.
15.2 Counterparts.  This Fee Letter may be executed in any number of counterparts (including by means of facsimile or portable document format (.pdf) transmission), each of which when so executed and delivered shall be deemed to be an original, and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Fee Letter by facsimile or electronic transmission (including .pdf) shall be effective as delivery of a manually executed counterpart of this Fee Letter.
15.3 Entire Agreement
This Fee Letter, together with the Commitment Letter (including the term sheets, annexes, schedules, and exhibits attached thereto), constitutes the entire agreement among the parties hereto with respect to the fees and other economic terms described herein and supersedes all prior and contemporaneous discussions, negotiations, term sheets, proposals, correspondence, and agreements (whether written or oral) among the parties relating to the subject matter hereof. No representations, warranties, or agreements of any kind have been made by any party hereto except as expressly set forth in this Fee Letter and the Commitment Letter.
15.4 Successors and Assigns
This Fee Letter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that the Borrower Representative may not assign or transfer any of its rights or obligations under this Fee Letter without the prior written consent of each Arranger, and any purported assignment or transfer in violation of this restriction shall be null and void. Each Arranger may assign its rights and obligations under this Fee Letter (in whole or in part) in connection with any permitted assignment of its commitments under the Commitment Letter, without the consent of the Borrower Representative.
[Remainder of this page intentionally left blank; signature pages follow.]
If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Fee Letter by executing and returning a counterpart hereof to the undersigned, whereupon this Fee Letter shall become a binding agreement among the parties hereto.
Very truly yours,
MERIDIAN ATLANTIC BANK, N.A.
By: ________
Name: Graham Whitaker
Title: Managing Director, Leveraged Finance
Address: 383 Madison Avenue, New York, NY 10179
IRONCLAD CAPITAL MARKETS LLC
By: ________
Name: Samuel Diaz
Title: Director, Leveraged Finance
Address: 200 West Street, New York, NY 10282
Accepted and agreed to as of January 22, 2024:
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP
By: Solara Fund VI GP LLC, its General Partner
By: ________
Name: Marcus Elliston
Title: Authorized Signatory
Address: 1200 Market Street, Suite 3400, Wilmington, DE 19801
EIN: 87-4523190
ANNEX A
WIRE INSTRUCTIONS FOR FEE PAYMENTS
The fees payable under this Fee Letter shall be remitted by wire transfer of immediately available funds to the accounts set forth below (or to such other accounts as may be designated by the applicable payee by written notice delivered to the Borrower Representative not later than five (5) business days prior to the Closing Date).
1. Meridian Atlantic Bank, N.A. (Arrangement Fee, Administrative Agent Fee, Collateral Agent Fee, and Pro Rata Share of Upfront Fees)
Bank Name: Meridian Atlantic Bank, N.A. ABA Routing No.: [To be provided] Account No.: [To be provided] Account Name: [To be provided] Reference: Solara / Cloudium — Fee Letter Payments
Attention: Leveraged Finance Operations
2. Ironclad Capital Markets LLC (Co-Arranger Fee and Pro Rata Share of Upfront Fees)
Bank Name: [To be provided] ABA Routing No.: [To be provided] Account No.: [To be provided] Account Name: [To be provided] Reference: Solara / Cloudium — Fee Letter Payments
Attention: Leveraged Finance Operations
Note: Actual wire instructions shall be confirmed by each party in writing no later than five (5) business days prior to the anticipated Closing Date. All wire instructions shall be incorporated into the Funds Flow Memorandum to be prepared by Calderwood & Harkness LLP (Matter No. 1041-00003, Harrison Wexford, Responsible Partner) in connection with the closing of the Acquisition and the initial funding of the Facilities. In the event of any discrepancy between the wire instructions set forth in this Annex A and those set forth in the Funds Flow Memorandum, the Funds Flow Memorandum shall control.
Payee | Fee | Amount
Meridian Atlantic Bank, N.A. | Lead Arranger Fee | $21,200,000
Ironclad Capital Markets LLC | Co-Arranger Fee | $10,600,000
Total | $31,800,000
Payee | Fee | Amount
Initial TLB Lenders | TLB Upfront Fee | $18,700,000
Initial Revolver Lenders | Revolver Upfront Fee | $1,250,000
Total | $19,950,000
Fee Component | Payee | Rate / Amount | Dollar Amount
Lead Arranger Fee | Meridian Atlantic Bank, N.A. | 0.50% on $4,240,000,000 | $21,200,000
Co-Arranger Fee | Ironclad Capital Markets LLC | 0.25% on $4,240,000,000 | $10,600,000
Term Loan B Upfront Fee | Initial TLB Lenders | 0.50% on $3,740,000,000 | $18,700,000
Revolver Upfront Fee | Initial Revolver Lenders | 0.25% on $500,000,000 | $1,250,000
Term Loan B OID | Reflected in funding mechanics | 50 bps on $3,740,000,000 | $18,700,000
Ticking Fee (estimated) | Meridian Atlantic / Ironclad (pro rata) | 0.25% p.a. on TLB (78 days est.) | ~$2,026,667
Annual Administrative Agent Fee | Meridian Atlantic Bank, N.A. | Flat annual fee | $150,000
Annual Collateral Agent Fee | Meridian Atlantic Bank, N.A. | Flat annual fee | $75,000
Total Closing Date Fees | ~$72,701,667

CONFIDENTIAL FEE LETTER

MERIDIAN ATLANTIC BANK, N.A.

IRONCLAD CAPITAL MARKETS LLC

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

EIN: 87-4523190

ANNEX A

WIRE INSTRUCTIONS FOR FEE PAYMENTS

Record

Parties

Dates

Amounts