1041-00003 · Solara Digital Infrastructure LP · Opinions

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CALDERWOOD & HARKNESS LLP Attorneys at Law

599 Lexington Avenue New York, New York 10022

Telephone: (212) 555-7400 Facsimile: (212) 555-7401

July 9, 2024

Cobalt Trust Company 100 Wall Street New York, New York 10005

Attention: Laura Ng, Vice President, Escrow Services

Re: Escrow Agreement dated as of January 22, 2024 (effective as of July 9, 2024) (the "Escrow Agreement"), among Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI"), Cobalt Trust Company, as escrow agent (the "Escrow Agent"), and Douglas Pemberton, as Stockholder Representative (the "Stockholder Representative"), entered into in connection with that certain Agreement and Plan of Merger dated as of January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (the "Company"), Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub"), and Fund VI

Ladies and Gentlemen:

We have acted as counsel to Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership, and to Solara Digital Infrastructure Fund VI LP ("Fund VI"), a Delaware limited partnership, in connection with the Merger Agreement and the transactions contemplated thereby, including the Escrow Agreement referenced above. This opinion letter relates to Calderwood & Harkness LLP Matter No. 1041-00003. Harrison Wexford is the Responsible Partner for purposes of this opinion.

This opinion is being delivered to Cobalt Trust Company, in its capacity as Escrow Agent, pursuant to Section 3.2(c) of the Escrow Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Escrow Agreement or, where the context so requires, in the Merger Agreement.

I. DOCUMENTS EXAMINED

In connection with the opinions expressed herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the following documents:

A. Transaction Documents

1. The Escrow Agreement dated as of January 22, 2024 (effective as of July 9, 2024), among Fund VI, Cobalt Trust Company (as Escrow Agent), and Douglas Pemberton (as Stockholder Representative) (the "Escrow Agreement");

2. The Agreement and Plan of Merger dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Fund VI (the "Merger Agreement");

3. The Certificate of Merger, filed with the Secretary of State of the State of Delaware at 11:59 PM Eastern Time on July 9, 2024, effecting the merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc (the "Certificate of Merger");

4. The Equity Commitment Letter dated January 22, 2024, from Fund VI to Stratos Merger Sub Inc., in the amount of $2,832,888,096 (the "Equity Commitment Letter"); and

5. The wire transfer confirmation evidencing the transfer of $544,000,000, representing the escrow deposit amount (being 8% of the aggregate deal value of $6,800,000,000), to Cobalt Trust Company on July 9, 2024, in accordance with the funding instructions set forth in the Escrow Agreement (the "Escrow Funding Confirmation").

B. Organizational Documents

6. The Certificate of Limited Partnership of Solara Digital Infrastructure Fund VI LP, as filed with the Secretary of State of the State of Delaware, and the Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure Fund VI LP, as amended to date (collectively, the "Fund VI Partnership Documents");

7. The Certificate of Formation and the Amended and Restated Limited Liability Company Agreement of Solara Fund VI GP LLC ("Fund VI GP"), the general partner of Fund VI (collectively, the "GP Organizational Documents");

8. The Resolutions of Solara Fund VI GP LLC, acting in its capacity as general partner of Fund VI, dated January 22, 2024, authorizing the execution, delivery, and performance of the Merger Agreement, the Equity Commitment Letter, the Escrow Agreement, and related documents and agreements contemplated in connection therewith (the "GP Resolutions");

9. The Certificate of Good Standing of Solara Digital Infrastructure Fund VI LP, issued by the Secretary of State of the State of Delaware, dated July 3, 2024 (the "Good Standing Certificate"); and

10. The Employer Identification Number assigned to Fund VI by the Internal Revenue Service: 87-4523190.

C. Other Documents and Certificates

11. The Officer's Certificate of Fund VI, executed by a duly authorized officer of Fund VI GP in its capacity as general partner of Fund VI, delivered at closing on July 9, 2024 (the "Officer's Certificate");

12. The Secretary's Certificate of Fund VI, executed by a duly authorized officer of Fund VI GP in its capacity as general partner of Fund VI, attaching thereto the Fund VI Partnership Documents, the GP Resolutions, and a certificate of incumbency of the officers and authorized signatories of Fund VI GP, delivered on July 9, 2024 (the "Secretary's Certificate"); and

13. Such other documents, records, certificates, agreements, instruments, and matters of law as we have deemed necessary or appropriate for purposes of the opinions expressed herein.

The documents identified in clauses (1) through (5) above are referred to collectively as the "Transaction Documents." The documents identified in clauses (6) through (10) above are referred to collectively as the "Organizational Documents." All of the documents identified in clauses (1) through (13) above are referred to collectively as the "Reviewed Documents."

II. ASSUMPTIONS

In rendering the opinions set forth below, we have, with your consent and without independent investigation or verification, assumed the following:

A. General Assumptions

(a) All signatures on the Reviewed Documents and all other documents examined by us in connection with this opinion are genuine, and all documents submitted to us as originals are authentic, and all documents submitted to us as copies (whether certified, conformed, photostatic, electronic, or otherwise) conform to the originals thereof.

(b) Each natural person who has signed or will sign any of the Reviewed Documents or any other document in connection with the transactions contemplated by the Escrow Agreement had, at the time of such signing, the legal capacity to execute and deliver such documents.

(c) Each party to the Escrow Agreement other than Fund VI (i.e., Cobalt Trust Company, in its capacity as Escrow Agent, and Douglas Pemberton, in his capacity as Stockholder Representative) (i) has been duly organized or formed, as applicable, and is validly existing and in good standing under the laws of its jurisdiction of organization or formation, (ii) has the requisite corporate, trust, or other organizational power and authority to execute, deliver, and perform its obligations under the Escrow Agreement, and (iii) has the requisite legal capacity and authority to execute, deliver, and perform its obligations under the Escrow Agreement.

(d) The Escrow Agreement has been duly authorized by all necessary corporate, trust, or other organizational action on the part of each party thereto other than Fund VI, and has been duly executed and delivered by each such party.

(e) The Escrow Agreement constitutes the legal, valid, and binding obligation of each party thereto other than Fund VI, enforceable against each such party in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws and general principles of equity.

(f) Each party to the Escrow Agreement has complied, and will comply, with all laws, rules, regulations, and orders applicable to it in connection with the authorization, execution, delivery, and performance of the Escrow Agreement, including all applicable requirements of any governmental authority.

(g) There are no agreements, understandings, side letters, or arrangements, whether written or oral, among or between the parties to the Escrow Agreement (or any of their respective affiliates) that would modify, supplement, or otherwise affect the terms of the Escrow Agreement as examined by us or that would be relevant to the opinions expressed herein.

B. Factual Assumptions

(h) The factual representations and warranties made by Fund VI in the Escrow Agreement and in the other Transaction Documents are true, correct, and complete in all material respects as of the date hereof and as of the date of execution of such documents.

(i) The escrow deposit in the amount of $544,000,000 has been properly transmitted by or on behalf of Fund VI and has been received by the Escrow Agent in accordance with the wire transfer and funding instructions set forth in Section 2.1 of the Escrow Agreement, and such funds are being held by the Escrow Agent in the escrow account established pursuant to the terms of the Escrow Agreement.

III. OPINIONS

Based upon and subject to the foregoing, and subject to the qualifications, limitations, exceptions, and assumptions set forth herein, we are of the opinion that:

Opinion 1: Due Organization and Good Standing. Fund VI is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied solely upon the Good Standing Certificate issued by the Secretary of State of the State of Delaware dated July 3, 2024, without independent verification or investigation, and we have assumed that Fund VI's good standing has been continuously maintained from the date of such certificate through the date hereof.

Opinion 2: Power and Authority. Fund VI has all requisite limited partnership power and authority under its Certificate of Limited Partnership and its Amended and Restated Agreement of Limited Partnership, and under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101 et seq.) (the "DRULPA"), to execute, deliver, and perform its obligations under the Escrow Agreement. Solara Fund VI GP LLC, as the sole general partner of Fund VI, is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, and has the requisite limited liability company power and authority under its Certificate of Formation and its Amended and Restated Limited Liability Company Agreement, and under the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) (the "DLLCA"), to act on behalf of Fund VI in connection with the execution, delivery, and performance of the Escrow Agreement.

Opinion 3: Due Authorization. The execution, delivery, and performance of the Escrow Agreement by Fund VI have been duly authorized by all necessary limited partnership action on the part of Fund VI, including by virtue of the GP Resolutions adopted by Solara Fund VI GP LLC, acting in its capacity as the sole general partner of Fund VI, on January 22, 2024, which resolutions have not been amended, modified, or rescinded and remain in full force and effect as of the date hereof. No further approval, consent, or action by any partner of Fund VI or any member or manager of Fund VI GP is required in connection with the execution, delivery, or performance of the Escrow Agreement by Fund VI.

Opinion 4: Execution and Delivery. The Escrow Agreement has been duly executed and delivered by Fund VI, acting through Fund VI GP, its sole general partner, by a duly authorized officer thereof.

Opinion 5: Enforceability. The Escrow Agreement constitutes the legal, valid, and binding obligation of Fund VI, enforceable against Fund VI in accordance with its terms, subject to the Enforceability Exceptions (as defined below in Section IV.A of this opinion letter). Without limiting the generality of the foregoing, and subject to the same qualifications, the enforceability opinion set forth in this paragraph extends to the following provisions of the Escrow Agreement:

(a) the obligation of Fund VI to deposit, and the deposit of, the escrow amount of $544,000,000 (representing 8% of the aggregate deal value of $6,800,000,000) with the Escrow Agent on the closing date, in accordance with Section 2.1 of the Escrow Agreement;

(b) the escrow release mechanics set forth in Section 4.1 of the Escrow Agreement, pursuant to which (i) 50% of the escrow amount (i.e., $272,000,000) shall be released at the twelve (12) month anniversary of the closing date (i.e., July 9, 2025), less the amount of any then-pending indemnification claims, and (ii) the remaining balance of the escrow amount shall be released at the eighteen (18) month anniversary of the closing date (i.e., January 9, 2026), less the amount of any then-pending indemnification claims;

(c) the joint instruction and dispute resolution provisions set forth in Sections 4.2 and 5.1 of the Escrow Agreement, including provisions governing the delivery and form of joint written instructions and the procedures for resolving conflicting claims or instructions; and

(d) the indemnification provisions set forth in Section 7.1 of the Escrow Agreement, pursuant to which Fund VI has agreed to indemnify, defend, and hold harmless the Escrow Agent and its affiliates, directors, officers, employees, and agents from and against certain losses, claims, damages, liabilities, and expenses arising out of or relating to the Escrow Agreement, subject in each case to the qualifications set forth in Section IV.C below.

Opinion 6: No Violation; No Conflict. The execution, delivery, and performance by Fund VI of the Escrow Agreement, and the consummation of the transactions contemplated thereby, do not and will not:

(a) violate or conflict with the Certificate of Limited Partnership or the Amended and Restated Agreement of Limited Partnership of Fund VI, or the Certificate of Formation or the Amended and Restated Limited Liability Company Agreement of Fund VI GP;

(b) violate any law, statute, rule, or regulation of the State of New York, the State of Delaware, or the federal laws of the United States of America that is applicable to Fund VI and that, in our experience, is normally applicable to transactions of the type contemplated by the Escrow Agreement, it being understood and agreed that we have not made any special investigation as to the applicability of any specific law, statute, rule, or regulation, and that the laws, statutes, rules, and regulations referred to in this clause (b) do not include the laws, statutes, rules, and regulations referenced in Section IV.B below as being outside the scope of this opinion; or

(c) result in a breach of, or constitute a default (or an event that, with notice or lapse of time or both, would constitute a default) under, or require any consent, approval, or waiver under, any agreement, indenture, mortgage, deed of trust, credit agreement, note, lease, license, or other instrument to which Fund VI is a party or by which Fund VI or any of its properties or assets is bound, to our knowledge (as such term is defined in Section IV.D below) after due inquiry of the officers of Fund VI GP.

Opinion 7: No Governmental Approvals Required. No consent, approval, authorization, order, registration, filing, qualification, license, or permit of or with any court or governmental authority, agency, commission, body, or instrumentality of the State of New York, the State of Delaware, or any federal governmental authority of the United States of America is required in connection with the execution, delivery, or performance by Fund VI of the Escrow Agreement, or the consummation by Fund VI of the transactions contemplated thereby, except for such consents, approvals, authorizations, orders, registrations, filings, qualifications, licenses, or permits as have already been obtained or made prior to the date hereof and remain in full force and effect.

IV. QUALIFICATIONS AND LIMITATIONS

The opinions expressed herein are subject to the following qualifications, limitations, and exceptions:

A. Enforceability Exceptions

The opinion set forth in Opinion 5 above regarding the enforceability of the Escrow Agreement is subject to and limited by:

(i) applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship, liquidation, fraudulent conveyance, fraudulent transfer, preferential transfer, and similar laws of general applicability now or hereafter in effect relating to or affecting the enforcement of creditors' rights generally;

(ii) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including without limitation principles governing the availability of specific performance, injunctive relief, and other equitable remedies, and concepts of commercial reasonableness, good faith, fair dealing, and the duty to mitigate damages; and

(iii) the discretion of the court before which any proceeding therefor may be brought, including the power of any such court to deny the granting of specific performance or other equitable relief and to refuse to enforce certain covenants, provisions, or remedies that such court determines to be unconscionable, unreasonable, or contrary to public policy.

The qualifications described in clauses (i), (ii), and (iii) above are collectively referred to herein as the "Enforceability Exceptions."

B. Jurisdictional Limitations

The opinions expressed herein are limited in all respects to, and we express no opinion with respect to the laws of any jurisdiction other than, (w) the laws of the State of New York as in effect on the date hereof, (x) the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101 et seq.) as in effect on the date hereof, (y) the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) as in effect on the date hereof, and (z) the federal laws of the United States of America as in effect on the date hereof. We express no opinion with respect to the laws of any other jurisdiction, including without limitation the laws of England and Wales (which govern Cloudium Technologies plc and certain provisions of the Merger Agreement), or the laws of any other foreign jurisdiction, state, or territory.

Without limiting the generality of the foregoing, we express no opinion as to any matter arising under or relating to (a) tax laws (including without limitation federal, state, local, and foreign income, franchise, withholding, transfer, sales, use, value added, and similar tax laws and regulations), (b) securities laws (including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934, and any state "blue sky" laws), (c) antitrust and competition laws (including without limitation the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and any foreign merger control or competition laws), (d) environmental laws, (e) pension, employee benefits, or ERISA laws, or (f) any other regulatory, licensing, or industry-specific laws or regulations.

C. Specific Qualifications

In addition to the Enforceability Exceptions and jurisdictional limitations set forth above, the opinions expressed herein are subject to the following specific qualifications:

(i) We express no opinion as to the enforceability of any provisions of the Escrow Agreement relating to indemnification, contribution, or exculpation to the extent that such provisions may be held to be limited, void, or unenforceable under applicable law or as against public policy, including without limitation provisions that purport to indemnify a party for its own negligence, willful misconduct, bad faith, or violation of applicable law.

(ii) We express no opinion as to the enforceability of any provisions of the Escrow Agreement purporting to effect waivers of rights, claims, or defenses (including without limitation waivers of defenses based on usury, statute of limitations, statute of frauds, or similar doctrines) to the extent that such waivers may be held to be void, unenforceable, or against public policy under applicable law.

(iii) We express no opinion as to the enforceability of any provision of the Escrow Agreement purporting to waive or limit the right of any party to a trial by jury, to the extent that such waiver may be deemed unenforceable or against public policy under applicable law or as a matter of judicial discretion.

(iv) We express no opinion as to the enforceability of any provision of the Escrow Agreement purporting to establish consent to the jurisdiction of any particular court, waive objections to venue, or establish an exclusive forum for the resolution of disputes, to the extent that the enforcement of any such provision may be subject to the discretion of the court before which any proceeding is brought or may be limited by applicable law.

(v) We express no opinion as to the enforceability of any provision of the Escrow Agreement relating to severability, including any provision purporting to sever invalid or unenforceable provisions while preserving the remainder of the agreement, to the extent that a court of competent jurisdiction may decline to enforce such provision or may determine that severance of an invalid provision would fundamentally alter the nature of the obligations set forth in the Escrow Agreement.

We express no opinion as to the priority of any lien or security interest or the perfection, attachment, or enforceability thereof, whether arising under the Escrow Agreement or otherwise. We express no opinion as to the compliance by the Escrow Agent with its own organizational documents, charter, bylaws, trust instruments, or similar governing documents, or as to the Escrow Agent's compliance with its fiduciary duties, regulatory requirements, or any rules, regulations, or orders applicable to the Escrow Agent or its operations, including without limitation those issued or promulgated by any banking or trust regulatory authority.

With respect to Opinion 1 above, we have relied solely upon the Good Standing Certificate issued by the Secretary of State of the State of Delaware dated July 3, 2024, without independent verification or investigation of the underlying facts, and we have assumed, without independent verification, that the good standing of Fund VI has been continuously maintained from the date of such certificate through and including the date hereof, July 9, 2024. We note that such certificate speaks only as of its date of issuance and that the Secretary of State of the State of Delaware may not have had notice of all factors relevant to such determination at the time of issuance.

D. Knowledge Qualification

As used in this opinion letter, the phrases "to our knowledge," "known to us," "of which we are aware," and similar phrases with respect to matters of fact mean the actual, current knowledge of the following attorneys at Calderwood & Harkness LLP who have given substantive legal attention to the representation of Fund VI in connection with the Merger Agreement and the transactions contemplated thereby, including the Escrow Agreement: Harrison Wexford (Responsible Partner), Beatrice Holloway (Billing Partner), Tiffany Rosenthal (Lead Associate), and Andrew Fitzpatrick (Working Associate). Such phrases do not include constructive or imputed knowledge, and we have not undertaken any independent investigation or inquiry for the purpose of this opinion, except as expressly set forth herein. No inference as to our knowledge of any matter should be drawn from the fact of our representation of Fund VI, Solara, or any of their respective affiliates in any matter.

V. RELIANCE AND DISTRIBUTION LIMITATIONS

This opinion letter is furnished solely for the benefit of Cobalt Trust Company, in its capacity as Escrow Agent under the Escrow Agreement, and may not be relied upon by any other person or entity (including, without limitation, any limited partner of Fund VI, any affiliate of the Escrow Agent, the Stockholder Representative, or any stockholder of the Company) without the prior written consent of Calderwood & Harkness LLP.

This opinion letter may not be quoted in whole or in part, referred to in any report, document, or filing (including any registration statement, prospectus, or offering memorandum), or furnished, delivered, or disclosed to any governmental agency, regulatory authority, or other person, in each case without the prior written consent of Calderwood & Harkness LLP; provided, however, that this opinion letter may be disclosed (a) as may be required by applicable law, regulation, or court order, (b) to the Escrow Agent's regulators, auditors, and legal counsel in connection with their examination or review of the Escrow Agent's activities, and (c) in connection with any legal proceeding directly relating to the Escrow Agreement, in each case subject to an agreement by the recipient that it may not rely upon this opinion letter.

This opinion letter speaks only as of the date hereof, July 9, 2024, and is based solely on laws, rules, regulations, and facts in existence and known to us as of such date. We assume no obligation, and hereby disclaim any obligation, to update, revise, supplement, or withdraw this opinion letter, or to advise the Escrow Agent or any other person, of any changes in applicable law or fact, or of any other matters, that may occur or come to our attention after the date hereof, regardless of whether any such change or matter might affect the opinions expressed herein.

For informational purposes only, we note that the Escrow Agreement was entered into in connection with the Merger Agreement, pursuant to which Stratos Merger Sub Inc. merged with and into Cloudium Technologies plc, with Cloudium Technologies plc surviving as a wholly owned subsidiary of Fund VI. The aggregate deal value for the transactions contemplated by the Merger Agreement is $6,800,000,000, and the escrow deposit of $544,000,000 represents 8% of such aggregate deal value. The foregoing contextual information is provided solely for the convenience of the Escrow Agent and does not expand, modify, or otherwise affect the scope of the opinions expressed herein.

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Very truly yours,