1041-00003 · Solara Digital Infrastructure LP · Financing

limited-guarantee-execution-version.docx DOCUMENT M&A / Corporate

82 / 155 ← → ✕

LIMITED GUARANTEE

EXECUTION VERSION

Dated as of January 22, 2024

LIMITED GUARANTEE

This LIMITED GUARANTEE (this "Limited Guarantee") is made and entered into as of January 22, 2024, by Solara Fund VI GP LLC, a Delaware limited liability company (the "Guarantor"), in favor of Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) (the "Company" or the "Guaranteed Party").

RECITALS

WHEREAS, the Company, Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Parent"), have entered into that certain Agreement and Plan of Merger, dated as of January 22, 2024 (as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the "Merger");

WHEREAS, the Guarantor is the sole general partner of Parent (i.e., Solara Fund VI GP LLC serves as the general partner of Solara Digital Infrastructure Fund VI LP) and, in such capacity, has the authority to direct the actions of, and to bind, Parent;

WHEREAS, Parent has entered into that certain Equity Commitment Letter, dated as of January 22, 2024 (the "Equity Commitment Letter"), pursuant to which Parent has committed to contribute cash equity in the aggregate amount of Two Billion Eight Hundred Thirty-Two Million Eight Hundred Eighty-Eight Thousand Ninety-Six Dollars ($2,832,888,096) to Merger Sub to fund a portion of the Aggregate Merger Consideration and the other transactions contemplated by the Merger Agreement;

WHEREAS, the Guarantor, as the sole general partner of Parent, has the authority and ability to cause Parent to perform its obligations under the Merger Agreement and the Equity Commitment Letter, and to cause Parent to fund the equity contribution contemplated by the Equity Commitment Letter;

WHEREAS, the execution and delivery of this Limited Guarantee by the Guarantor in favor of the Company is a condition and material inducement to the Company's willingness to enter into the Merger Agreement, and the Company would not have entered into the Merger Agreement but for the Guarantor's agreement to execute and deliver this Limited Guarantee;

WHEREAS, the Guarantor will directly and indirectly benefit from the consummation of the transactions contemplated by the Merger Agreement, including the Merger; and

WHEREAS, in order to induce the Company to enter into the Merger Agreement, the Guarantor is willing to guarantee certain obligations of Parent under the Merger Agreement, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the Company entering into the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Guarantor, the Guarantor hereby agrees as follows:

SECTION 1 — GUARANTEE

1.1 Limited Guarantee

Subject to the terms and conditions of this Limited Guarantee, the Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to the Company, as a primary obligor and not merely as a surety, the due and punctual payment of all amounts that are or may become payable by Parent to the Company under or pursuant to the Merger Agreement (collectively, the "Guaranteed Obligations"), including the Reverse Termination Fee (as defined in the Merger Agreement) in the amount of Three Hundred Seventy-Four Million Dollars ($374,000,000) payable by Parent pursuant to Section 8.3(b) of the Merger Agreement; provided, however, that the Guarantor's aggregate liability under this Limited Guarantee in respect of the Guaranteed Obligations shall not exceed the Cap (as defined in Section 1.2 below).

The Guarantor acknowledges and agrees that this Limited Guarantee is a guarantee of payment and performance and not merely a guarantee of collection, and that the Guarantor's obligations hereunder are independent of the obligations of Parent under the Merger Agreement. The Company shall not be required to make any demand upon, or pursue any right or remedy against, Parent, Merger Sub, or any other person, or to exhaust any remedies against Parent, Merger Sub, or any other person, or to resort to any collateral or other means of obtaining payment, before, simultaneously with, or after enforcing this Limited Guarantee against the Guarantor. The Company may, at its election, proceed directly against the Guarantor under this Limited Guarantee without first proceeding against Parent, Merger Sub, or any other person, and without first pursuing any other right or remedy available to the Company.

1.2 Cap on Liability

Notwithstanding anything to the contrary contained in this Limited Guarantee, in the Merger Agreement, the Equity Commitment Letter, or any other agreement or instrument contemplated hereby or thereby, the maximum aggregate liability of the Guarantor under this Limited Guarantee shall in no event exceed Two Hundred Forty-Six Million Dollars ($246,000,000) (the "Cap"), consisting of:

(a) Two Hundred Twenty-One Million Dollars ($221,000,000) in respect of the Guaranteed Obligations (exclusive of the Reimbursement Obligations defined below) (the "Primary Cap"); and

(b) up to Twenty-Five Million Dollars ($25,000,000) in respect of the Company's reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys' fees and disbursements) actually incurred by the Company in connection with the enforcement of this Limited Guarantee or the collection of amounts due hereunder or thereunder (the "Reimbursement Obligations").

In no event shall the Guarantor be required to pay amounts under this Limited Guarantee in excess of the Cap in the aggregate, regardless of the number of demands, claims, actions, or causes of action that may be asserted against the Guarantor or the number of times the Company may seek payment hereunder. For the avoidance of doubt, the Primary Cap and the Reimbursement Obligations are not duplicative of one another, and the maximum aggregate liability of the Guarantor under this Limited Guarantee for all Guaranteed Obligations and Reimbursement Obligations combined shall not exceed the Cap.

For the further avoidance of doubt, (i) the Guarantor shall not be required to pay any amount in respect of the Guaranteed Obligations to the extent that Parent has already irrevocably paid such amount to the Company, and (ii) the Company shall not be entitled to recover the same loss or amount more than once from Parent and the Guarantor in combination; provided that the foregoing shall not limit the Company's right to recover from the Guarantor any amounts constituting Guaranteed Obligations that remain unpaid by Parent, subject in all cases to the Cap.

1.3 Nature of Guarantee

This Limited Guarantee is an absolute, unconditional, and irrevocable guarantee of payment and performance and is not a guarantee of collection. The obligations of the Guarantor under this Limited Guarantee are independent of the obligations of Parent under the Merger Agreement and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such action or actions.

The obligations of the Guarantor hereunder shall remain in full force and effect without regard to, and shall not be released, discharged, or in any way affected by, any circumstance or condition (whether or not the Guarantor shall have any knowledge or notice thereof), including: (i) the validity, regularity, legality, or enforceability of the Merger Agreement, the Equity Commitment Letter, or any other agreement or instrument referred to therein; (ii) any amendment, modification, supplement, or waiver of or any consent to departure from the Merger Agreement or the Equity Commitment Letter (whether or not the Guarantor has consented thereto); or (iii) the existence or terms of any other guarantee, pledge, collateral, or security interest in respect of the Guaranteed Obligations. To the fullest extent permitted by applicable law, the obligations of the Guarantor hereunder shall not be subject to any counterclaim, set-off, deduction, or defense based upon any claim the Guarantor or Parent may have against the Company.

SECTION 2 — TERMS OF GUARANTEE

2.1 Unconditional Obligations

The obligations of the Guarantor under this Limited Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by, and shall not be subject to any reduction, limitation, impairment, or termination for any reason (other than payment in full of the Guaranteed Obligations or termination of this Limited Guarantee in accordance with Section 7), including any of the following:

(a) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise, or any modification or amendment of or supplement to the Merger Agreement, the Equity Commitment Letter, or any other agreement or instrument referred to therein;

(b) any change in the corporate existence, structure, or ownership of Parent, Merger Sub, or any other person, or any insolvency, bankruptcy, reorganization, dissolution, liquidation, winding-up, or other similar proceeding affecting Parent, Merger Sub, or any of their respective assets, or any resulting release or discharge of any obligation of Parent or Merger Sub;

(c) the filing by or against Parent, Merger Sub, or any of their respective affiliates of any petition for relief under Title 11 of the United States Code or any other insolvency, bankruptcy, reorganization, moratorium, or similar law affecting creditors' rights generally, whether now or hereafter in effect, or any action taken by any trustee, receiver, or similar official in any such proceeding;

(d) the existence of any claim, set-off, defense, or other right that the Guarantor, Parent, or any other person may have at any time against the Company, whether in connection with this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other agreement or transaction (other than a defense of payment or satisfaction of the Guaranteed Obligations);

(e) the adequacy of any other means the Company may have of obtaining payment of the Guaranteed Obligations;

(f) any lack of validity or enforceability of this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other agreement or instrument relating thereto;

(g) any impossibility or impracticability of performance, force majeure, any act of any governmental authority, or any other circumstance that might otherwise constitute a legal or equitable defense available to, or a discharge of, the Guarantor, Parent, or Merger Sub; or

(h) any other act or omission to act, or delay of any kind, by Parent, Merger Sub, or any other person, or any other circumstance whatsoever that might, but for the provisions of this Section 2.1, constitute a legal or equitable defense available to, or a discharge of, the Guarantor or any other guarantor or surety, or that might in any manner or to any extent vary the risk of the Guarantor under this Limited Guarantee.

2.2 Waivers. The Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law:

(a) any requirement that the Company exhaust any right, power, or remedy, or proceed against Parent, Merger Sub, or any other person, or pursue any other remedy in the Company's power, before proceeding against the Guarantor under this Limited Guarantee, and any requirement that the Company file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to any insolvency, bankruptcy, reorganization, or similar proceeding;

(b) diligence, presentment, demand for payment or performance, protest, notice of acceptance of this Limited Guarantee, notice of any default or non-performance by Parent under the Merger Agreement or the Equity Commitment Letter, notice of any of the matters referred to in Section 2.1, and all other notices and demands of any kind to which the Guarantor might otherwise be entitled (other than any notice expressly required to be delivered to the Guarantor pursuant to the terms of this Limited Guarantee);

(c) any right to require the Company to proceed against Parent, Merger Sub, or any collateral or security held by the Company before making demand on the Guarantor or proceeding against the Guarantor under this Limited Guarantee;

(d) the benefit of any statute of limitations affecting the Guarantor's liability hereunder or the enforcement hereof, to the extent permitted by applicable law;

(e) all defenses of a surety or guarantor, including without limitation those arising under Sections 2809 through 2855 (inclusive) of the California Civil Code, Section 1542 of the California Civil Code (to the extent applicable), or any similar laws, statutes, rules, or regulations of any applicable jurisdiction, in each case to the fullest extent permitted by applicable law; and

(f) any defense arising by reason of any failure of the Company to comply with applicable law in connection with the sale or other disposition of any collateral or security for any obligation hereby guaranteed, if any.

The Guarantor acknowledges and agrees that it has been advised by counsel with respect to the waivers set forth in this Section 2.2 and, having been so advised, knowingly and voluntarily waives each such right and defense.

2.3 Subrogation. Until all Guaranteed Obligations shall have been indefeasibly paid in full or this Limited Guarantee shall have been terminated in accordance with Section 7, the Guarantor shall not exercise, and hereby irrevocably waives, any rights of subrogation, reimbursement, exoneration, indemnification, or contribution that it may have or hereafter acquire against Parent, Merger Sub, or any other person in respect of any amounts paid by the Guarantor under this Limited Guarantee, whether arising by contract, operation of law, or otherwise. The Guarantor further irrevocably waives any right of contribution against any other guarantor or surety of the Guaranteed Obligations, if any, until all Guaranteed Obligations have been indefeasibly paid in full.

Upon the indefeasible payment in full of all Guaranteed Obligations (or such portion thereof as the Guarantor shall have paid), the Guarantor shall be subrogated to the rights of the Company against Parent in respect of the amounts so paid by the Guarantor, and the Company agrees to take, at the Guarantor's expense, such steps as the Guarantor may reasonably request to implement such subrogation; provided that such subrogation rights shall be subject to and subordinate in all respects to the prior indefeasible payment in full of all Guaranteed Obligations and shall not in any manner interfere with, impair, or derogate from the Company's rights under this Limited Guarantee or the Merger Agreement.

2.4 Continuing Guarantee

This Limited Guarantee is a continuing guarantee and shall remain in full force and effect until the earlier of (a) the indefeasible payment in full of all Guaranteed Obligations and Reimbursement Obligations and (b) the termination of this Limited Guarantee in accordance with Section 7. This Limited Guarantee shall not be affected by any intervening liquidation, dissolution, insolvency, or bankruptcy of Parent or Merger Sub or any change in the name, business, or organizational structure of Parent or Merger Sub.

2.5 Reinstatement. If, at any time, all or any part of any payment made by or on behalf of Parent or the Guarantor with respect to the Guaranteed Obligations is rescinded, invalidated, declared to be fraudulent or preferential, set aside, or is otherwise required to be restored or returned by the Company, whether as a result of any proceeding in bankruptcy, reorganization, or otherwise, then the obligation of the Guarantor hereunder with respect to such payment shall be reinstated and this Limited Guarantee shall be deemed to have continued in existence, notwithstanding any previous cancellation hereof or any previous act of the Company in reliance hereon; provided that such reinstatement shall be subject in all cases to the Cap.

SECTION 3 — REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR

The Guarantor hereby represents and warrants to the Company as of the date hereof as follows:

3.1 Organization and Good Standing

The Guarantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. The Guarantor is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to materially impair the Guarantor's ability to perform its obligations under this Limited Guarantee.

3.2 Authorization. The execution, delivery, and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized by all necessary limited liability company action on the part of the Guarantor, including by the members and managing member(s) of the Guarantor, and no additional limited liability company proceedings on the part of the Guarantor are necessary to authorize the execution, delivery, or performance of this Limited Guarantee. Resolutions of Solara Fund VI GP LLC authorizing the execution and delivery of this Limited Guarantee and the performance of the Guarantor's obligations hereunder have been duly adopted by the requisite members of the Guarantor and remain in full force and effect and have not been amended, rescinded, or modified. The person executing this Limited Guarantee on behalf of the Guarantor has been duly authorized to do so.

3.3 Enforceability. This Limited Guarantee has been duly executed and delivered by the Guarantor and constitutes the legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally, and (b) general principles of equity, regardless of whether considered in a proceeding in equity or at law (the exceptions in clauses (a) and (b) collectively, the "Bankruptcy and Equity Exception").

3.4 No Conflicts

The execution, delivery, and performance of this Limited Guarantee by the Guarantor does not and will not (with or without notice or lapse of time, or both):

(a) violate, conflict with, or result in a breach of any provision of the Guarantor's certificate of formation, limited liability company agreement, or other organizational or governing documents;

(b) violate, conflict with, or result in a breach of, or constitute a default under, any applicable law, statute, rule, regulation, order, judgment, decree, injunction, or other binding obligation of any governmental authority applicable to the Guarantor; or

(c) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any material contract, agreement, lease, license, permit, or other instrument or arrangement to which the Guarantor is a party or by which the Guarantor or any of its properties or assets is bound.

3.5 No Consents

No consent, approval, authorization, order, filing, registration, or qualification of or with any governmental authority or any other person is required in connection with the execution, delivery, and performance by the Guarantor of this Limited Guarantee, except for such consents, approvals, authorizations, orders, filings, registrations, or qualifications that have been obtained or made prior to the date hereof and remain in full force and effect.

3.6 Sufficiency of Funds

The Guarantor has, and at all times during the term of this Limited Guarantee will have (or will have access to), sufficient funds, assets, and financial capacity to pay the Guaranteed Obligations and the Reimbursement Obligations as and when they become due and payable hereunder, up to the Cap. Without limiting the generality of the foregoing, the Guarantor, in its capacity as the sole general partner of Solara Digital Infrastructure Fund VI LP, has the authority and ability to cause Parent to fund the equity contribution contemplated by the Equity Commitment Letter in the aggregate amount of Two Billion Eight Hundred Thirty-Two Million Eight Hundred Eighty-Eight Thousand Ninety-Six Dollars ($2,832,888,096), and the Guarantor has no reason to believe that Parent will not have sufficient funds available to fund such equity contribution at the time such contribution is required to be made in accordance with the terms of the Equity Commitment Letter and the Merger Agreement.

3.7 No Litigation

As of the date hereof, there is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the knowledge of the Guarantor, threatened against the Guarantor that would, individually or in the aggregate, reasonably be expected to materially impair the ability of the Guarantor to perform its obligations under this Limited Guarantee.

SECTION 4 — NO RECOURSE AGAINST NON-PARTIES

4.1 No Recourse

Notwithstanding anything to the contrary contained in this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other agreement or instrument contemplated hereby or thereby, the Company, on behalf of itself and its affiliates, successors, and assigns, agrees that:

(a) The Company's sole and exclusive remedy against the Guarantor under or in connection with this Limited Guarantee is to recover from the Guarantor payment of the Guaranteed Obligations and the Reimbursement Obligations, in each case subject to and not in excess of the Cap. In no event shall the Company seek, or be entitled to recover, from the Guarantor any amounts in excess of the Cap, and the Company shall not be entitled to, and hereby waives any right to, seek or recover any money damages in excess of the Cap, whether in the nature of compensatory, consequential, punitive, exemplary, special, indirect, incidental, or any other form of damages, from the Guarantor.

(b) No recourse shall be had against any former, current, or future direct or indirect equity holder, controlling person, member, partner (whether general or limited), stockholder, manager, director, officer, employee, agent, advisor, representative, affiliate, or assignee of the Guarantor, Parent, Merger Sub, or any of their respective affiliates (collectively, the "Non-Party Affiliates"), or any former, current, or future direct or indirect equity holder, controlling person, member, partner (whether general or limited), stockholder, manager, director, officer, employee, agent, advisor, representative, affiliate, or assignee of any Non-Party Affiliate, in each case in their capacity as such, for any liabilities or obligations arising under, in connection with, or related to this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other agreement or instrument contemplated hereby or thereby, or for any claim based on, in respect of, or by reason of such liabilities or obligations or their creation, other than against the Guarantor solely to the extent of its obligations under this Limited Guarantee and subject in all respects to the Cap.

(c) Without limiting the generality of the foregoing, no personal liability whatsoever shall attach to, be imposed upon, or otherwise be incurred by any Non-Party Affiliate through the Guarantor, Parent, Merger Sub, or otherwise, whether by or through any attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim (whether at law or in equity or in tort, contract, or otherwise) against any Non-Party Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable law, statute, rule, or regulation, or otherwise, regardless of whether any such claim is based on an action or inaction on the part of any such Non-Party Affiliate. Each Non-Party Affiliate is an intended third-party beneficiary of this Section 4 and shall be entitled to enforce the provisions of this Section 4 as if such Non-Party Affiliate were a party hereto.

For the avoidance of doubt, the protections of this Section 4.1 extend to, among others, Marcus Elliston, Priya Narasimhan, and any limited partner, investor, advisory committee member, or similar participant of or in Solara Digital Infrastructure Fund VI LP, Solara Digital Infrastructure LP, Solara Digital Co-Invest VI-A LP, or any affiliated fund, parallel fund, alternative investment vehicle, co-investment vehicle, or feeder fund managed, advised, or controlled by or affiliated with the Guarantor, Parent, or any of their respective affiliates.

4.2 No Recourse Against Portfolio Companies

For the avoidance of doubt, and without limiting the generality of Section 4.1, no recourse shall be had against any portfolio company, operating company, or other investment of Parent or any of its affiliates, whether current or former, for any liabilities or obligations arising under, in connection with, or related to this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other agreement or instrument contemplated hereby or thereby, or for any claim based on, in respect of, or by reason of such liabilities or obligations. No assets of any such portfolio company, operating company, or investment shall be subject to levy, execution, attachment, or other enforcement of any judgment or order with respect to any obligation of the Guarantor under this Limited Guarantee.

SECTION 5 — COVENANTS OF THE GUARANTOR

5.1 Maintenance of Existence

The Guarantor covenants and agrees that it shall maintain its legal existence as a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and shall maintain all requisite limited liability company power and authority necessary to perform its obligations under this Limited Guarantee, in each case until the earlier of (a) the termination of this Limited Guarantee in accordance with Section 7 and (b) the indefeasible payment in full of all Guaranteed Obligations and Reimbursement Obligations. The Guarantor shall not dissolve, liquidate, or wind up its affairs, or take any action to facilitate or that could reasonably be expected to result in the dissolution, liquidation, or winding up of the Guarantor, in each case prior to the date on which this Limited Guarantee has terminated in accordance with Section 7 or all Guaranteed Obligations and Reimbursement Obligations have been indefeasibly paid in full.

5.2 No Transfer of Assets

The Guarantor shall not, directly or indirectly, sell, transfer, convey, assign, pledge, hypothecate, or otherwise dispose of all or substantially all of its assets (whether in one transaction or a series of related transactions), or consolidate with or merge with or into any other entity (whether or not the Guarantor is the surviving entity), unless the surviving, resulting, or transferee entity (if not the Guarantor) shall have expressly assumed all of the Guarantor's obligations under this Limited Guarantee pursuant to a written instrument of assumption in form and substance reasonably satisfactory to the Company, and the Company shall have received such written instrument of assumption prior to or simultaneously with the consummation of such transaction. Any purported transfer, conveyance, consolidation, or merger in contravention of this Section 5.2 shall be null and void.

5.3 Notice of Material Events

The Guarantor shall provide the Company with prompt written notice of any event, development, or circumstance that has occurred or is reasonably likely to occur that would reasonably be expected to materially impair or adversely affect the Guarantor's ability to fulfill its obligations under this Limited Guarantee, including (a) the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Guarantor, (b) any material judgment, order, or decree entered against the Guarantor, or (c) any material change in the financial condition of the Guarantor.

SECTION 6 — AMENDMENTS AND WAIVERS

6.1 Amendments. This Limited Guarantee may not be amended, modified, supplemented, or restated, in whole or in part, except by a written instrument duly executed by each of the Guarantor and the Company. No oral agreement, course of dealing, or other conduct shall be deemed to modify or amend this Limited Guarantee in any respect.

6.2 Waivers. No waiver of any term, provision, condition, or covenant of this Limited Guarantee shall be effective unless such waiver is in writing and signed by the party against whom enforcement of such waiver is sought. No failure or delay by the Company 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 herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

SECTION 7 — TERMINATION

7.1 Termination. This Limited Guarantee shall terminate automatically and immediately and shall be of no further force or effect, and the Guarantor shall have no further obligations or liabilities hereunder (except as provided in Section 7.2), upon the earliest to occur of:

(a) the Closing (as defined in the Merger Agreement), at which time the Merger shall have been consummated and the Reverse Termination Fee obligation and all other payment obligations of Parent to the Company under the Merger Agreement shall no longer be applicable;

(b) the irrevocable and indefeasible payment in full by Parent to the Company of the Reverse Termination Fee and all other amounts that are or may become payable by Parent to the Company under the Merger Agreement;

(c) the irrevocable and indefeasible payment in full by the Guarantor to the Company of the Guaranteed Obligations and all Reimbursement Obligations, up to the Cap;

(d) the valid termination of the Merger Agreement in accordance with its terms under circumstances in which Parent does not owe the Reverse Termination Fee or any other payment obligation to the Company under the Merger Agreement; and

(e) the delivery by the Company of a written instrument, duly executed by an authorized representative of the Company, expressly terminating this Limited Guarantee.

Upon the termination of this Limited Guarantee in accordance with this Section 7.1, this Limited Guarantee shall be null and void and of no further force or effect, and the Guarantor shall be irrevocably released from all obligations and liabilities hereunder, and neither the Company nor any other person shall have any claim against the Guarantor under or in connection with this Limited Guarantee.

7.2 Survival. Notwithstanding the foregoing provisions of Section 7.1, if, prior to the occurrence of any event described in Section 7.1(a) through Section 7.1(e), the Company shall have made a written demand in good faith upon the Guarantor for payment of the Guaranteed Obligations in accordance with the terms of this Limited Guarantee, then this Limited Guarantee shall not terminate and shall survive solely with respect to, and to the extent of, such written demand until such demand has been finally and fully resolved, whether by irrevocable and indefeasible payment in full of the amounts demanded (subject to the Cap), by written settlement agreement between the Guarantor and the Company, or by a final, non-appealable judicial determination by a court of competent jurisdiction. Upon such final resolution, this Limited Guarantee shall terminate in accordance with Section 7.1.

SECTION 8 — GENERAL PROVISIONS

8.1 Notices. All notices, demands, requests, consents, approvals, claims, and other communications (collectively, "Notices") under this Limited Guarantee shall be in writing and shall be deemed duly given, made, or received: (i) when delivered by hand (with written confirmation of receipt); (ii) when sent by electronic mail (with confirmation of transmission and no return of an undeliverable message); (iii) one (1) business day after deposit with a nationally recognized overnight courier service (receipt requested); or (iv) three (3) business days after being sent by certified or registered mail, return receipt requested, postage prepaid, in each case addressed to the respective parties at the following addresses (or at such other address for a party as shall be specified in a Notice given in accordance with this Section 8.1):

If to the Guarantor:

Solara Fund VI GP LLC 1200 Market Street, Suite 3400 Wilmington, Delaware 19801

Attention: Marcus Elliston, Managing Partner

Email: melliston@solarafunds.com

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

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

Attention: Harrison Wexford

Email: hwexford@calderwoodharkness.com

If to the Company:

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

Attention: Nadia Chowdhury, General Counsel

Email: nchowdhury@cloudiumtech.com

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

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

Attention: Catherine Answorth

Email: cansworth@ridgewayphelps.com

8.2 Governing Law

This Limited Guarantee and all claims or causes of action (whether in contract, tort, or otherwise) arising out of, based upon, or relating to this Limited Guarantee, or the negotiation, execution, or performance hereof, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.

8.3 Jurisdiction; Venue

Each of the parties hereto 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 (and only if) such court declines to accept jurisdiction, the United States District Court for the District of Delaware, or if (and only if) such federal court also declines to accept jurisdiction, the Superior Court of the State of Delaware (and the appellate courts of each such court) (collectively, the "Chosen Courts"), in any action, suit, or proceeding arising out of or relating to this Limited Guarantee or for recognition or enforcement of any judgment relating hereto, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding may be heard and determined in any such Chosen Court. Each of the parties hereto agrees that a final, non-appealable judgment in any such action, 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 applicable law.

Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent that it may legally and effectively do so, (a) any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Limited Guarantee in any of the Chosen Courts, and (b) the defense of an inconvenient forum to the maintenance of such action, suit, or proceeding in any of the Chosen Courts. Each of the parties hereto irrevocably consents to service of process in the manner provided for Notices in Section 8.1; provided that nothing in this Limited Guarantee shall affect the right of any party hereto to serve process in any other manner permitted by applicable law.

8.4 Waiver of Jury Trial

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, DEMAND, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, BASED UPON, OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE GUARANTOR OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 8.4.

8.5 Entire Agreement

This Limited Guarantee, together with the Merger Agreement, the Equity Commitment Letter, and the other documents, agreements, and instruments referred to herein and therein, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties hereto with respect to such subject matter. There are no representations, warranties, covenants, agreements, or other understandings with respect to the subject matter hereof other than those expressly set forth or referred to herein.

8.6 Severability. If any term, provision, covenant, or restriction of this Limited Guarantee is held by a court of competent jurisdiction or other governmental authority to be invalid, void, unenforceable, or against its regulatory policy, the remainder of the terms, provisions, covenants, and restrictions of this Limited Guarantee 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 are not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Limited Guarantee so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

8.7 Assignment. Neither this Limited Guarantee nor any of the rights, interests, or obligations hereunder may be assigned by the Guarantor without the prior written consent of the Company, and any purported assignment by the Guarantor in violation of this Section 8.7 shall be null and void and of no force or effect.

The Company may assign its rights (but not its obligations) under this Limited Guarantee, without the consent of the Guarantor, to any person that is a permitted assignee of the Company's rights under the Merger Agreement; provided that such assignment shall not release the Company from its obligations hereunder. Any assignee of the Company's rights under this Limited Guarantee shall agree in writing to be bound by the terms and conditions of this Limited Guarantee applicable to the Company, including the limitations set forth in Section 4.

8.8 No Third-Party Beneficiaries

Except as expressly set forth in Section 4 (the Non-Party Affiliates being express third-party beneficiaries of the no-recourse provisions set forth therein and being entitled to enforce such provisions as if they were parties hereto), this Limited Guarantee is for the sole benefit of the Guarantor and the Company, and nothing in this Limited Guarantee, express or implied, is intended to or shall confer upon any other person (including Parent, Merger Sub, or any equity holder, creditor, or representative of the Company, Parent, or Merger Sub) any right, benefit, or remedy of any nature whatsoever under or by reason of this Limited Guarantee.

8.9 Specific Performance

The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Limited Guarantee were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. Accordingly, the Company shall be entitled to an injunction or injunctions, specific performance, or other equitable relief to prevent breaches or threatened breaches of this Limited Guarantee and to enforce specifically the terms and provisions hereof, in each case without proof of damages, without the requirement of posting any bond or other security, and in addition to any other remedy to which the Company may be entitled at law or in equity. The Guarantor agrees that it will not oppose the granting of such injunction, specific performance, or other equitable relief on the basis that the Company has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or equity.

8.10 Counterparts. This Limited Guarantee may be executed in any number of counterparts (including by means of facsimile or portable document format (.pdf) transmitted by electronic mail), each of which when so executed shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Signatures delivered by facsimile or by electronic transmission in portable document format (.pdf) shall be deemed to be, and shall be effective as, original signatures for all purposes and shall be as effective as original signatures. No party hereto shall raise the use of a facsimile or electronic transmission in portable document format (.pdf) to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile or electronic transmission in portable document format (.pdf), as a defense to the formation of a contract, and each party hereto forever waives any such defense.

8.11 Interpretation. The following rules of construction shall apply to this Limited Guarantee:

(a) The headings and captions contained in this Limited Guarantee are for convenience of reference only, shall not be deemed to be a part of this Limited Guarantee, and shall not be referred to in connection with the construction or interpretation of this Limited Guarantee.

(b) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The words "herein," "hereof," "hereby," "hereto," "hereunder," and words of similar import refer to this Limited Guarantee as a whole and not to any particular provision of this Limited Guarantee.

(d) References to any agreement or contract are to that agreement or contract as amended, modified, supplemented, or restated from time to time in accordance with the terms thereof.

(e) The use of the word "or" is not intended to be exclusive.

(f) References to "dollars" or "$" mean United States dollars.

(g) This Limited Guarantee shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

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

SIGNATURE PAGE TO LIMITED GUARANTEE

IN WITNESS WHEREOF, the Guarantor has executed this Limited Guarantee as of the date first written above.

GUARANTOR:

SOLARA FUND VI GP LLC

By: ________

Name: Marcus Elliston

Title: Managing Member

Address:

1200 Market Street, Suite 3400 Wilmington, Delaware 19801

SIGNATURE PAGE TO LIMITED GUARANTEE

ACCEPTED AND AGREED BY THE GUARANTEED PARTY:

CLOUDIUM TECHNOLOGIES PLC

By: ________

Name: Jonathan Hargrove

Title: Chief Executive Officer

Address:

600 Townsend Street, Suite 800 San Francisco, California 94103 United States

Registered Office: 45 Broadwick Street London W1F 0DB United Kingdom

Company No. (England and Wales): 09734521

SIGNATURE PAGE TO LIMITED GUARANTEE

ACKNOWLEDGED BY PARENT:

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

By: Solara Fund VI GP LLC, its General Partner

By: ________

Name: Marcus Elliston

Title: Managing Member

Address:

1200 Market Street, Suite 3400 Wilmington, Delaware 19801

EIN: 87-4523190

LIMITED GUARANTEE
EXECUTION VERSION
Dated as of January 22, 2024
LIMITED GUARANTEE
This LIMITED GUARANTEE (this "Limited Guarantee") is made and entered into as of January 22, 2024, by Solara Fund VI GP LLC, a Delaware limited liability company (the "Guarantor"), in favor of Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) (the "Company" or the "Guaranteed Party").
RECITALS
WHEREAS, the Company, Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Parent"), have entered into that certain Agreement and Plan of Merger, dated as of January 22, 2024 (as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of Parent (the "Merger");
WHEREAS, the Guarantor is the sole general partner of Parent (i.e., Solara Fund VI GP LLC serves as the general partner of Solara Digital Infrastructure Fund VI LP) and, in such capacity, has the authority to direct the actions of, and to bind, Parent;
WHEREAS, Parent has entered into that certain Equity Commitment Letter, dated as of January 22, 2024 (the "Equity Commitment Letter"), pursuant to which Parent has committed to contribute cash equity in the aggregate amount of Two Billion Eight Hundred Thirty-Two Million Eight Hundred Eighty-Eight Thousand Ninety-Six Dollars ($2,832,888,096) to Merger Sub to fund a portion of the Aggregate Merger Consideration and the other transactions contemplated by the Merger Agreement;
WHEREAS, the Guarantor, as the sole general partner of Parent, has the authority and ability to cause Parent to perform its obligations under the Merger Agreement and the Equity Commitment Letter, and to cause Parent to fund the equity contribution contemplated by the Equity Commitment Letter;
WHEREAS, the execution and delivery of this Limited Guarantee by the Guarantor in favor of the Company is a condition and material inducement to the Company's willingness to enter into the Merger Agreement, and the Company would not have entered into the Merger Agreement but for the Guarantor's agreement to execute and deliver this Limited Guarantee;
WHEREAS, the Guarantor will directly and indirectly benefit from the consummation of the transactions contemplated by the Merger Agreement, including the Merger; and
WHEREAS, in order to induce the Company to enter into the Merger Agreement, the Guarantor is willing to guarantee certain obligations of Parent under the Merger Agreement, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the Company entering into the Merger Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Guarantor, the Guarantor hereby agrees as follows:
SECTION 1 — GUARANTEE
1.1 Limited Guarantee
Subject to the terms and conditions of this Limited Guarantee, the Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to the Company, as a primary obligor and not merely as a surety, the due and punctual payment of all amounts that are or may become payable by Parent to the Company under or pursuant to the Merger Agreement (collectively, the "Guaranteed Obligations"), including the Reverse Termination Fee (as defined in the Merger Agreement) in the amount of Three Hundred Seventy-Four Million Dollars ($374,000,000) payable by Parent pursuant to Section 8.3(b) of the Merger Agreement; provided, however, that the Guarantor's aggregate liability under this Limited Guarantee in respect of the Guaranteed Obligations shall not exceed the Cap (as defined in Section 1.2 below).
The Guarantor acknowledges and agrees that this Limited Guarantee is a guarantee of payment and performance and not merely a guarantee of collection, and that the Guarantor's obligations hereunder are independent of the obligations of Parent under the Merger Agreement. The Company shall not be required to make any demand upon, or pursue any right or remedy against, Parent, Merger Sub, or any other person, or to exhaust any remedies against Parent, Merger Sub, or any other person, or to resort to any collateral or other means of obtaining payment, before, simultaneously with, or after enforcing this Limited Guarantee against the Guarantor. The Company may, at its election, proceed directly against the Guarantor under this Limited Guarantee without first proceeding against Parent, Merger Sub, or any other person, and without first pursuing any other right or remedy available to the Company.
1.2 Cap on Liability
Notwithstanding anything to the contrary contained in this Limited Guarantee, in the Merger Agreement, the Equity Commitment Letter, or any other agreement or instrument contemplated hereby or thereby, the maximum aggregate liability of the Guarantor under this Limited Guarantee shall in no event exceed Two Hundred Forty-Six Million Dollars ($246,000,000) (the "Cap"), consisting of:
(a) Two Hundred Twenty-One Million Dollars ($221,000,000) in respect of the Guaranteed Obligations (exclusive of the Reimbursement Obligations defined below) (the "Primary Cap"); and
(b) up to Twenty-Five Million Dollars ($25,000,000) in respect of the Company's reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys' fees and disbursements) actually incurred by the Company in connection with the enforcement of this Limited Guarantee or the collection of amounts due hereunder or thereunder (the "Reimbursement Obligations").
In no event shall the Guarantor be required to pay amounts under this Limited Guarantee in excess of the Cap in the aggregate, regardless of the number of demands, claims, actions, or causes of action that may be asserted against the Guarantor or the number of times the Company may seek payment hereunder. For the avoidance of doubt, the Primary Cap and the Reimbursement Obligations are not duplicative of one another, and the maximum aggregate liability of the Guarantor under this Limited Guarantee for all Guaranteed Obligations and Reimbursement Obligations combined shall not exceed the Cap.
For the further avoidance of doubt, (i) the Guarantor shall not be required to pay any amount in respect of the Guaranteed Obligations to the extent that Parent has already irrevocably paid such amount to the Company, and (ii) the Company shall not be entitled to recover the same loss or amount more than once from Parent and the Guarantor in combination; provided that the foregoing shall not limit the Company's right to recover from the Guarantor any amounts constituting Guaranteed Obligations that remain unpaid by Parent, subject in all cases to the Cap.
1.3 Nature of Guarantee
This Limited Guarantee is an absolute, unconditional, and irrevocable guarantee of payment and performance and is not a guarantee of collection. The obligations of the Guarantor under this Limited Guarantee are independent of the obligations of Parent under the Merger Agreement and a separate action or actions may be brought and prosecuted against the Guarantor to enforce this Limited Guarantee, irrespective of whether any action is brought against Parent or Merger Sub or whether Parent or Merger Sub is joined in any such action or actions.
The obligations of the Guarantor hereunder shall remain in full force and effect without regard to, and shall not be released, discharged, or in any way affected by, any circumstance or condition (whether or not the Guarantor shall have any knowledge or notice thereof), including: (i) the validity, regularity, legality, or enforceability of the Merger Agreement, the Equity Commitment Letter, or any other agreement or instrument referred to therein; (ii) any amendment, modification, supplement, or waiver of or any consent to departure from the Merger Agreement or the Equity Commitment Letter (whether or not the Guarantor has consented thereto); or (iii) the existence or terms of any other guarantee, pledge, collateral, or security interest in respect of the Guaranteed Obligations. To the fullest extent permitted by applicable law, the obligations of the Guarantor hereunder shall not be subject to any counterclaim, set-off, deduction, or defense based upon any claim the Guarantor or Parent may have against the Company.
SECTION 2 — TERMS OF GUARANTEE
2.1 Unconditional Obligations
The obligations of the Guarantor under this Limited Guarantee shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by, and shall not be subject to any reduction, limitation, impairment, or termination for any reason (other than payment in full of the Guaranteed Obligations or termination of this Limited Guarantee in accordance with Section 7), including any of the following:
(a) any claim of waiver, release, extension, renewal, settlement, surrender, alteration, or compromise of any of the Guaranteed Obligations, by operation of law or otherwise, or any modification or amendment of or supplement to the Merger Agreement, the Equity Commitment Letter, or any other agreement or instrument referred to therein;
(b) any change in the corporate existence, structure, or ownership of Parent, Merger Sub, or any other person, or any insolvency, bankruptcy, reorganization, dissolution, liquidation, winding-up, or other similar proceeding affecting Parent, Merger Sub, or any of their respective assets, or any resulting release or discharge of any obligation of Parent or Merger Sub;
(c) the filing by or against Parent, Merger Sub, or any of their respective affiliates of any petition for relief under Title 11 of the United States Code or any other insolvency, bankruptcy, reorganization, moratorium, or similar law affecting creditors' rights generally, whether now or hereafter in effect, or any action taken by any trustee, receiver, or similar official in any such proceeding;
(d) the existence of any claim, set-off, defense, or other right that the Guarantor, Parent, or any other person may have at any time against the Company, whether in connection with this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other agreement or transaction (other than a defense of payment or satisfaction of the Guaranteed Obligations);
(e) the adequacy of any other means the Company may have of obtaining payment of the Guaranteed Obligations;
(f) any lack of validity or enforceability of this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other agreement or instrument relating thereto;
(g) any impossibility or impracticability of performance, force majeure, any act of any governmental authority, or any other circumstance that might otherwise constitute a legal or equitable defense available to, or a discharge of, the Guarantor, Parent, or Merger Sub; or
(h) any other act or omission to act, or delay of any kind, by Parent, Merger Sub, or any other person, or any other circumstance whatsoever that might, but for the provisions of this Section 2.1, constitute a legal or equitable defense available to, or a discharge of, the Guarantor or any other guarantor or surety, or that might in any manner or to any extent vary the risk of the Guarantor under this Limited Guarantee.
2.2 Waivers.  The Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law:
(a) any requirement that the Company exhaust any right, power, or remedy, or proceed against Parent, Merger Sub, or any other person, or pursue any other remedy in the Company's power, before proceeding against the Guarantor under this Limited Guarantee, and any requirement that the Company file any claim relating to the Guaranteed Obligations in the event that Parent or Merger Sub becomes subject to any insolvency, bankruptcy, reorganization, or similar proceeding;
(b) diligence, presentment, demand for payment or performance, protest, notice of acceptance of this Limited Guarantee, notice of any default or non-performance by Parent under the Merger Agreement or the Equity Commitment Letter, notice of any of the matters referred to in Section 2.1, and all other notices and demands of any kind to which the Guarantor might otherwise be entitled (other than any notice expressly required to be delivered to the Guarantor pursuant to the terms of this Limited Guarantee);
(c) any right to require the Company to proceed against Parent, Merger Sub, or any collateral or security held by the Company before making demand on the Guarantor or proceeding against the Guarantor under this Limited Guarantee;
(d) the benefit of any statute of limitations affecting the Guarantor's liability hereunder or the enforcement hereof, to the extent permitted by applicable law;
(e) all defenses of a surety or guarantor, including without limitation those arising under Sections 2809 through 2855 (inclusive) of the California Civil Code, Section 1542 of the California Civil Code (to the extent applicable), or any similar laws, statutes, rules, or regulations of any applicable jurisdiction, in each case to the fullest extent permitted by applicable law; and
(f) any defense arising by reason of any failure of the Company to comply with applicable law in connection with the sale or other disposition of any collateral or security for any obligation hereby guaranteed, if any.
The Guarantor acknowledges and agrees that it has been advised by counsel with respect to the waivers set forth in this Section 2.2 and, having been so advised, knowingly and voluntarily waives each such right and defense.
2.3 Subrogation.  Until all Guaranteed Obligations shall have been indefeasibly paid in full or this Limited Guarantee shall have been terminated in accordance with Section 7, the Guarantor shall not exercise, and hereby irrevocably waives, any rights of subrogation, reimbursement, exoneration, indemnification, or contribution that it may have or hereafter acquire against Parent, Merger Sub, or any other person in respect of any amounts paid by the Guarantor under this Limited Guarantee, whether arising by contract, operation of law, or otherwise. The Guarantor further irrevocably waives any right of contribution against any other guarantor or surety of the Guaranteed Obligations, if any, until all Guaranteed Obligations have been indefeasibly paid in full.
Upon the indefeasible payment in full of all Guaranteed Obligations (or such portion thereof as the Guarantor shall have paid), the Guarantor shall be subrogated to the rights of the Company against Parent in respect of the amounts so paid by the Guarantor, and the Company agrees to take, at the Guarantor's expense, such steps as the Guarantor may reasonably request to implement such subrogation; provided that such subrogation rights shall be subject to and subordinate in all respects to the prior indefeasible payment in full of all Guaranteed Obligations and shall not in any manner interfere with, impair, or derogate from the Company's rights under this Limited Guarantee or the Merger Agreement.
2.4 Continuing Guarantee
This Limited Guarantee is a continuing guarantee and shall remain in full force and effect until the earlier of (a) the indefeasible payment in full of all Guaranteed Obligations and Reimbursement Obligations and (b) the termination of this Limited Guarantee in accordance with Section 7. This Limited Guarantee shall not be affected by any intervening liquidation, dissolution, insolvency, or bankruptcy of Parent or Merger Sub or any change in the name, business, or organizational structure of Parent or Merger Sub.
2.5 Reinstatement.  If, at any time, all or any part of any payment made by or on behalf of Parent or the Guarantor with respect to the Guaranteed Obligations is rescinded, invalidated, declared to be fraudulent or preferential, set aside, or is otherwise required to be restored or returned by the Company, whether as a result of any proceeding in bankruptcy, reorganization, or otherwise, then the obligation of the Guarantor hereunder with respect to such payment shall be reinstated and this Limited Guarantee shall be deemed to have continued in existence, notwithstanding any previous cancellation hereof or any previous act of the Company in reliance hereon; provided that such reinstatement shall be subject in all cases to the Cap.
SECTION 3 — REPRESENTATIONS AND WARRANTIES OF THE GUARANTOR
The Guarantor hereby represents and warrants to the Company as of the date hereof as follows:
3.1 Organization and Good Standing
The Guarantor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. The Guarantor is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to materially impair the Guarantor's ability to perform its obligations under this Limited Guarantee.
3.2 Authorization.  The execution, delivery, and performance of this Limited Guarantee by the Guarantor has been duly and validly authorized by all necessary limited liability company action on the part of the Guarantor, including by the members and managing member(s) of the Guarantor, and no additional limited liability company proceedings on the part of the Guarantor are necessary to authorize the execution, delivery, or performance of this Limited Guarantee. Resolutions of Solara Fund VI GP LLC authorizing the execution and delivery of this Limited Guarantee and the performance of the Guarantor's obligations hereunder have been duly adopted by the requisite members of the Guarantor and remain in full force and effect and have not been amended, rescinded, or modified. The person executing this Limited Guarantee on behalf of the Guarantor has been duly authorized to do so.
3.3 Enforceability.  This Limited Guarantee has been duly executed and delivered by the Guarantor and constitutes the legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting the enforcement of creditors' rights generally, and (b) general principles of equity, regardless of whether considered in a proceeding in equity or at law (the exceptions in clauses (a) and (b) collectively, the "Bankruptcy and Equity Exception").
3.4 No Conflicts
The execution, delivery, and performance of this Limited Guarantee by the Guarantor does not and will not (with or without notice or lapse of time, or both):
(a) violate, conflict with, or result in a breach of any provision of the Guarantor's certificate of formation, limited liability company agreement, or other organizational or governing documents;
(b) violate, conflict with, or result in a breach of, or constitute a default under, any applicable law, statute, rule, regulation, order, judgment, decree, injunction, or other binding obligation of any governmental authority applicable to the Guarantor; or
(c) violate, conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any material contract, agreement, lease, license, permit, or other instrument or arrangement to which the Guarantor is a party or by which the Guarantor or any of its properties or assets is bound.
3.5 No Consents
No consent, approval, authorization, order, filing, registration, or qualification of or with any governmental authority or any other person is required in connection with the execution, delivery, and performance by the Guarantor of this Limited Guarantee, except for such consents, approvals, authorizations, orders, filings, registrations, or qualifications that have been obtained or made prior to the date hereof and remain in full force and effect.
3.6 Sufficiency of Funds
The Guarantor has, and at all times during the term of this Limited Guarantee will have (or will have access to), sufficient funds, assets, and financial capacity to pay the Guaranteed Obligations and the Reimbursement Obligations as and when they become due and payable hereunder, up to the Cap. Without limiting the generality of the foregoing, the Guarantor, in its capacity as the sole general partner of Solara Digital Infrastructure Fund VI LP, has the authority and ability to cause Parent to fund the equity contribution contemplated by the Equity Commitment Letter in the aggregate amount of Two Billion Eight Hundred Thirty-Two Million Eight Hundred Eighty-Eight Thousand Ninety-Six Dollars ($2,832,888,096), and the Guarantor has no reason to believe that Parent will not have sufficient funds available to fund such equity contribution at the time such contribution is required to be made in accordance with the terms of the Equity Commitment Letter and the Merger Agreement.
3.7 No Litigation
As of the date hereof, there is no action, suit, proceeding, claim, arbitration, or investigation pending or, to the knowledge of the Guarantor, threatened against the Guarantor that would, individually or in the aggregate, reasonably be expected to materially impair the ability of the Guarantor to perform its obligations under this Limited Guarantee.
SECTION 4 — NO RECOURSE AGAINST NON-PARTIES
4.1 No Recourse
Notwithstanding anything to the contrary contained in this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other agreement or instrument contemplated hereby or thereby, the Company, on behalf of itself and its affiliates, successors, and assigns, agrees that:
(a) The Company's sole and exclusive remedy against the Guarantor under or in connection with this Limited Guarantee is to recover from the Guarantor payment of the Guaranteed Obligations and the Reimbursement Obligations, in each case subject to and not in excess of the Cap. In no event shall the Company seek, or be entitled to recover, from the Guarantor any amounts in excess of the Cap, and the Company shall not be entitled to, and hereby waives any right to, seek or recover any money damages in excess of the Cap, whether in the nature of compensatory, consequential, punitive, exemplary, special, indirect, incidental, or any other form of damages, from the Guarantor.
(b) No recourse shall be had against any former, current, or future direct or indirect equity holder, controlling person, member, partner (whether general or limited), stockholder, manager, director, officer, employee, agent, advisor, representative, affiliate, or assignee of the Guarantor, Parent, Merger Sub, or any of their respective affiliates (collectively, the "Non-Party Affiliates"), or any former, current, or future direct or indirect equity holder, controlling person, member, partner (whether general or limited), stockholder, manager, director, officer, employee, agent, advisor, representative, affiliate, or assignee of any Non-Party Affiliate, in each case in their capacity as such, for any liabilities or obligations arising under, in connection with, or related to this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other agreement or instrument contemplated hereby or thereby, or for any claim based on, in respect of, or by reason of such liabilities or obligations or their creation, other than against the Guarantor solely to the extent of its obligations under this Limited Guarantee and subject in all respects to the Cap.
(c) Without limiting the generality of the foregoing, no personal liability whatsoever shall attach to, be imposed upon, or otherwise be incurred by any Non-Party Affiliate through the Guarantor, Parent, Merger Sub, or otherwise, whether by or through any attempted piercing of the corporate (or limited liability company or limited partnership) veil, by or through a claim (whether at law or in equity or in tort, contract, or otherwise) against any Non-Party Affiliate, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any applicable law, statute, rule, or regulation, or otherwise, regardless of whether any such claim is based on an action or inaction on the part of any such Non-Party Affiliate. Each Non-Party Affiliate is an intended third-party beneficiary of this Section 4 and shall be entitled to enforce the provisions of this Section 4 as if such Non-Party Affiliate were a party hereto.
For the avoidance of doubt, the protections of this Section 4.1 extend to, among others, Marcus Elliston, Priya Narasimhan, and any limited partner, investor, advisory committee member, or similar participant of or in Solara Digital Infrastructure Fund VI LP, Solara Digital Infrastructure LP, Solara Digital Co-Invest VI-A LP, or any affiliated fund, parallel fund, alternative investment vehicle, co-investment vehicle, or feeder fund managed, advised, or controlled by or affiliated with the Guarantor, Parent, or any of their respective affiliates.
4.2 No Recourse Against Portfolio Companies
For the avoidance of doubt, and without limiting the generality of Section 4.1, no recourse shall be had against any portfolio company, operating company, or other investment of Parent or any of its affiliates, whether current or former, for any liabilities or obligations arising under, in connection with, or related to this Limited Guarantee, the Merger Agreement, the Equity Commitment Letter, or any other agreement or instrument contemplated hereby or thereby, or for any claim based on, in respect of, or by reason of such liabilities or obligations. No assets of any such portfolio company, operating company, or investment shall be subject to levy, execution, attachment, or other enforcement of any judgment or order with respect to any obligation of the Guarantor under this Limited Guarantee.
SECTION 5 — COVENANTS OF THE GUARANTOR
5.1 Maintenance of Existence
The Guarantor covenants and agrees that it shall maintain its legal existence as a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and shall maintain all requisite limited liability company power and authority necessary to perform its obligations under this Limited Guarantee, in each case until the earlier of (a) the termination of this Limited Guarantee in accordance with Section 7 and (b) the indefeasible payment in full of all Guaranteed Obligations and Reimbursement Obligations. The Guarantor shall not dissolve, liquidate, or wind up its affairs, or take any action to facilitate or that could reasonably be expected to result in the dissolution, liquidation, or winding up of the Guarantor, in each case prior to the date on which this Limited Guarantee has terminated in accordance with Section 7 or all Guaranteed Obligations and Reimbursement Obligations have been indefeasibly paid in full.
5.2 No Transfer of Assets
The Guarantor shall not, directly or indirectly, sell, transfer, convey, assign, pledge, hypothecate, or otherwise dispose of all or substantially all of its assets (whether in one transaction or a series of related transactions), or consolidate with or merge with or into any other entity (whether or not the Guarantor is the surviving entity), unless the surviving, resulting, or transferee entity (if not the Guarantor) shall have expressly assumed all of the Guarantor's obligations under this Limited Guarantee pursuant to a written instrument of assumption in form and substance reasonably satisfactory to the Company, and the Company shall have received such written instrument of assumption prior to or simultaneously with the consummation of such transaction. Any purported transfer, conveyance, consolidation, or merger in contravention of this Section 5.2 shall be null and void.
5.3 Notice of Material Events
The Guarantor shall provide the Company with prompt written notice of any event, development, or circumstance that has occurred or is reasonably likely to occur that would reasonably be expected to materially impair or adversely affect the Guarantor's ability to fulfill its obligations under this Limited Guarantee, including (a) the commencement of any bankruptcy, insolvency, reorganization, or similar proceeding with respect to the Guarantor, (b) any material judgment, order, or decree entered against the Guarantor, or (c) any material change in the financial condition of the Guarantor.
SECTION 6 — AMENDMENTS AND WAIVERS
6.1 Amendments.  This Limited Guarantee may not be amended, modified, supplemented, or restated, in whole or in part, except by a written instrument duly executed by each of the Guarantor and the Company. No oral agreement, course of dealing, or other conduct shall be deemed to modify or amend this Limited Guarantee in any respect.
6.2 Waivers.  No waiver of any term, provision, condition, or covenant of this Limited Guarantee shall be effective unless such waiver is in writing and signed by the party against whom enforcement of such waiver is sought. No failure or delay by the Company 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 herein provided are cumulative and are not exclusive of any rights or remedies provided by law.
SECTION 7 — TERMINATION
7.1 Termination.  This Limited Guarantee shall terminate automatically and immediately and shall be of no further force or effect, and the Guarantor shall have no further obligations or liabilities hereunder (except as provided in Section 7.2), upon the earliest to occur of:
(a) the Closing (as defined in the Merger Agreement), at which time the Merger shall have been consummated and the Reverse Termination Fee obligation and all other payment obligations of Parent to the Company under the Merger Agreement shall no longer be applicable;
(b) the irrevocable and indefeasible payment in full by Parent to the Company of the Reverse Termination Fee and all other amounts that are or may become payable by Parent to the Company under the Merger Agreement;
(c) the irrevocable and indefeasible payment in full by the Guarantor to the Company of the Guaranteed Obligations and all Reimbursement Obligations, up to the Cap;
(d) the valid termination of the Merger Agreement in accordance with its terms under circumstances in which Parent does not owe the Reverse Termination Fee or any other payment obligation to the Company under the Merger Agreement; and
(e) the delivery by the Company of a written instrument, duly executed by an authorized representative of the Company, expressly terminating this Limited Guarantee.
Upon the termination of this Limited Guarantee in accordance with this Section 7.1, this Limited Guarantee shall be null and void and of no further force or effect, and the Guarantor shall be irrevocably released from all obligations and liabilities hereunder, and neither the Company nor any other person shall have any claim against the Guarantor under or in connection with this Limited Guarantee.
7.2 Survival.  Notwithstanding the foregoing provisions of Section 7.1, if, prior to the occurrence of any event described in Section 7.1(a) through Section 7.1(e), the Company shall have made a written demand in good faith upon the Guarantor for payment of the Guaranteed Obligations in accordance with the terms of this Limited Guarantee, then this Limited Guarantee shall not terminate and shall survive solely with respect to, and to the extent of, such written demand until such demand has been finally and fully resolved, whether by irrevocable and indefeasible payment in full of the amounts demanded (subject to the Cap), by written settlement agreement between the Guarantor and the Company, or by a final, non-appealable judicial determination by a court of competent jurisdiction. Upon such final resolution, this Limited Guarantee shall terminate in accordance with Section 7.1.
SECTION 8 — GENERAL PROVISIONS
8.1 Notices.  All notices, demands, requests, consents, approvals, claims, and other communications (collectively, "Notices") under this Limited Guarantee shall be in writing and shall be deemed duly given, made, or received: (i) when delivered by hand (with written confirmation of receipt); (ii) when sent by electronic mail (with confirmation of transmission and no return of an undeliverable message); (iii) one (1) business day after deposit with a nationally recognized overnight courier service (receipt requested); or (iv) three (3) business days after being sent by certified or registered mail, return receipt requested, postage prepaid, in each case addressed to the respective parties at the following addresses (or at such other address for a party as shall be specified in a Notice given in accordance with this Section 8.1):
If to the Guarantor:
Solara Fund VI GP LLC 1200 Market Street, Suite 3400 Wilmington, Delaware 19801
Attention: Marcus Elliston, Managing Partner
Email: melliston@solarafunds.com
with a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022
Attention: Harrison Wexford
Email: hwexford@calderwoodharkness.com
If to the Company:
Cloudium Technologies plc 600 Townsend Street, Suite 800 San Francisco, California 94103 United States
Attention: Nadia Chowdhury, General Counsel
Email: nchowdhury@cloudiumtech.com
with a copy to (which shall not constitute notice):
Ridgeway Phelps & Sato LLP 375 Park Avenue New York, New York 10152
Attention: Catherine Answorth
Email: cansworth@ridgewayphelps.com
8.2 Governing Law
This Limited Guarantee and all claims or causes of action (whether in contract, tort, or otherwise) arising out of, based upon, or relating to this Limited Guarantee, or the negotiation, execution, or performance hereof, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any other jurisdiction.
8.3 Jurisdiction; Venue
Each of the parties hereto 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 (and only if) such court declines to accept jurisdiction, the United States District Court for the District of Delaware, or if (and only if) such federal court also declines to accept jurisdiction, the Superior Court of the State of Delaware (and the appellate courts of each such court) (collectively, the "Chosen Courts"), in any action, suit, or proceeding arising out of or relating to this Limited Guarantee or for recognition or enforcement of any judgment relating hereto, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding may be heard and determined in any such Chosen Court. Each of the parties hereto agrees that a final, non-appealable judgment in any such action, 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 applicable law.
Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent that it may legally and effectively do so, (a) any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Limited Guarantee in any of the Chosen Courts, and (b) the defense of an inconvenient forum to the maintenance of such action, suit, or proceeding in any of the Chosen Courts. Each of the parties hereto irrevocably consents to service of process in the manner provided for Notices in Section 8.1; provided that nothing in this Limited Guarantee shall affect the right of any party hereto to serve process in any other manner permitted by applicable law.
8.4 Waiver of Jury Trial
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, DEMAND, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, BASED UPON, OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF THE GUARANTOR OR THE COMPANY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS LIMITED GUARANTEE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH IN THIS SECTION 8.4.
8.5 Entire Agreement
This Limited Guarantee, together with the Merger Agreement, the Equity Commitment Letter, and the other documents, agreements, and instruments referred to herein and therein, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties hereto with respect to such subject matter. There are no representations, warranties, covenants, agreements, or other understandings with respect to the subject matter hereof other than those expressly set forth or referred to herein.
8.6 Severability.  If any term, provision, covenant, or restriction of this Limited Guarantee is held by a court of competent jurisdiction or other governmental authority to be invalid, void, unenforceable, or against its regulatory policy, the remainder of the terms, provisions, covenants, and restrictions of this Limited Guarantee 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 are not affected in any manner materially adverse to any party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify this Limited Guarantee so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
8.7 Assignment.  Neither this Limited Guarantee nor any of the rights, interests, or obligations hereunder may be assigned by the Guarantor without the prior written consent of the Company, and any purported assignment by the Guarantor in violation of this Section 8.7 shall be null and void and of no force or effect.
The Company may assign its rights (but not its obligations) under this Limited Guarantee, without the consent of the Guarantor, to any person that is a permitted assignee of the Company's rights under the Merger Agreement; provided that such assignment shall not release the Company from its obligations hereunder. Any assignee of the Company's rights under this Limited Guarantee shall agree in writing to be bound by the terms and conditions of this Limited Guarantee applicable to the Company, including the limitations set forth in Section 4.
8.8 No Third-Party Beneficiaries
Except as expressly set forth in Section 4 (the Non-Party Affiliates being express third-party beneficiaries of the no-recourse provisions set forth therein and being entitled to enforce such provisions as if they were parties hereto), this Limited Guarantee is for the sole benefit of the Guarantor and the Company, and nothing in this Limited Guarantee, express or implied, is intended to or shall confer upon any other person (including Parent, Merger Sub, or any equity holder, creditor, or representative of the Company, Parent, or Merger Sub) any right, benefit, or remedy of any nature whatsoever under or by reason of this Limited Guarantee.
8.9 Specific Performance
The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Limited Guarantee were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. Accordingly, the Company shall be entitled to an injunction or injunctions, specific performance, or other equitable relief to prevent breaches or threatened breaches of this Limited Guarantee and to enforce specifically the terms and provisions hereof, in each case without proof of damages, without the requirement of posting any bond or other security, and in addition to any other remedy to which the Company may be entitled at law or in equity. The Guarantor agrees that it will not oppose the granting of such injunction, specific performance, or other equitable relief on the basis that the Company has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or equity.
8.10 Counterparts.  This Limited Guarantee may be executed in any number of counterparts (including by means of facsimile or portable document format (.pdf) transmitted by electronic mail), each of which when so executed shall be deemed to be an original, and all of which, taken together, shall constitute one and the same instrument. Signatures delivered by facsimile or by electronic transmission in portable document format (.pdf) shall be deemed to be, and shall be effective as, original signatures for all purposes and shall be as effective as original signatures. No party hereto shall raise the use of a facsimile or electronic transmission in portable document format (.pdf) to deliver a signature, or the fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile or electronic transmission in portable document format (.pdf), as a defense to the formation of a contract, and each party hereto forever waives any such defense.
8.11 Interpretation.  The following rules of construction shall apply to this Limited Guarantee:
(a) The headings and captions contained in this Limited Guarantee are for convenience of reference only, shall not be deemed to be a part of this Limited Guarantee, and shall not be referred to in connection with the construction or interpretation of this Limited Guarantee.
(b) Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The words "herein," "hereof," "hereby," "hereto," "hereunder," and words of similar import refer to this Limited Guarantee as a whole and not to any particular provision of this Limited Guarantee.
(c) Unless the context otherwise requires, references herein to "Sections" are to sections of this Limited Guarantee.
(d) References to any agreement or contract are to that agreement or contract as amended, modified, supplemented, or restated from time to time in accordance with the terms thereof.
(e) The use of the word "or" is not intended to be exclusive.
(f) References to "dollars" or "$" mean United States dollars.
(g) This Limited Guarantee shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
[Remainder of page intentionally left blank; signature pages follow.]
SIGNATURE PAGE TO LIMITED GUARANTEE
IN WITNESS WHEREOF, the Guarantor has executed this Limited Guarantee as of the date first written above.
GUARANTOR:
SOLARA FUND VI GP LLC
By: ________
Name: Marcus Elliston
Title: Managing Member
Address:
1200 Market Street, Suite 3400 Wilmington, Delaware 19801
SIGNATURE PAGE TO LIMITED GUARANTEE
ACCEPTED AND AGREED BY THE GUARANTEED PARTY:
CLOUDIUM TECHNOLOGIES PLC
By: ________
Name: Jonathan Hargrove
Title: Chief Executive Officer
Address:
600 Townsend Street, Suite 800 San Francisco, California 94103 United States
Registered Office: 45 Broadwick Street London W1F 0DB United Kingdom
Company No. (England and Wales): 09734521
SIGNATURE PAGE TO LIMITED GUARANTEE
ACKNOWLEDGED BY PARENT:
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP
By: Solara Fund VI GP LLC, its General Partner
By: ________
Name: Marcus Elliston
Title: Managing Member
Address:
1200 Market Street, Suite 3400 Wilmington, Delaware 19801
EIN: 87-4523190

LIMITED GUARANTEE

EXECUTION VERSION

LIMITED GUARANTEE

RECITALS

SIGNATURE PAGE TO LIMITED GUARANTEE

GUARANTOR:

SOLARA FUND VI GP LLC

SIGNATURE PAGE TO LIMITED GUARANTEE

ACCEPTED AND AGREED BY THE GUARANTEED PARTY:

CLOUDIUM TECHNOLOGIES PLC

SIGNATURE PAGE TO LIMITED GUARANTEE

ACKNOWLEDGED BY PARENT:

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

EIN: 87-4523190

Record

Parties

Dates

Amounts