1041-00003 · Solara Digital Infrastructure LP · Pre-Signing

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EXCLUSIVITY AGREEMENT

Dated as of November 15, 2023

by and between

SOLARA DIGITAL INFRASTRUCTURE LP

and

CLOUDIUM TECHNOLOGIES PLC

This EXCLUSIVITY AGREEMENT (this "Agreement") is entered into as of November 15, 2023, by and between:

SOLARA DIGITAL INFRASTRUCTURE LP, a Delaware limited partnership (together with its affiliates, "Solara" or the "Potential Acquiror"), with its principal office at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801, acting through its general partner, Solara Digital GP LLC, a Delaware limited liability company;

and

CLOUDIUM TECHNOLOGIES PLC, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) ("Cloudium" or the "Company"), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its United States headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103.

Solara and Cloudium are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Solara and Cloudium are parties to that certain Confidentiality and Non-Disclosure Agreement, dated as of September 5, 2023 (the "NDA"), pursuant to which Solara has received and continues to receive certain confidential and proprietary information regarding Cloudium and its subsidiaries in connection with Solara's evaluation of a potential strategic transaction involving Cloudium;

WHEREAS, on October 30, 2023, Solara submitted a preliminary indication of interest to the board of directors of Cloudium (the "Board"), indicating a proposed acquisition price range of $34.00 to $37.50 per share of Cloudium common stock, on terms and conditions to be further negotiated and set forth in definitive transaction documentation (the "Indication of Interest");

WHEREAS, on November 6, 2023, the Board, chaired by Douglas Pemberton, Independent Board Chair, following its careful evaluation of the Indication of Interest and consultation with Cloudium's financial advisor, Veridian Partners LLC ("Veridian Partners"), and Cloudium's legal counsel, Ridgeway Phelps & Sato LLP ("Ridgeway Phelps"), authorized Cloudium to enter into exclusive negotiations with Solara regarding a potential strategic transaction on terms to be agreed upon by the Parties;

WHEREAS, the Parties desire to enter into this Agreement to establish a defined period of exclusive negotiations during which Cloudium will negotiate solely with Solara regarding a Proposed Transaction (as defined below), subject to the terms and conditions set forth herein, and to set forth the Parties' respective rights and obligations during such period of exclusivity; and

WHEREAS, in connection with the Proposed Transaction: (a) Solara has engaged Calderwood & Harkness LLP ("Calderwood & Harkness") as its legal counsel and Osprey Bancroft & Co. ("Osprey Bancroft") as its financial advisor; and (b) Cloudium has engaged Ridgeway Phelps as its legal counsel and Veridian Partners as its financial advisor.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1 — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

1.1 "Proposed Transaction." The term "Proposed Transaction" means any acquisition of Cloudium by Solara (or an affiliate or designee thereof), whether structured as a merger (including a forward merger, a reverse merger, or a reverse triangular merger), a tender offer, a scheme of arrangement under the laws of England and Wales, a share purchase, an asset purchase, or any other form of business combination or similar transaction, in each case resulting in Solara (directly or through one or more of its affiliates or designees) acquiring control of all or substantially all of the equity securities or assets of Cloudium and its subsidiaries. The term "Proposed Transaction" shall be construed broadly to encompass any variation or restructuring of the foregoing that is proposed by either Party during the Exclusivity Period.

1.2 "Exclusivity Period." The term "Exclusivity Period" means the period commencing on the date hereof (November 15, 2023) and expiring at 11:59 p.m. (New York City time) on the date that is forty-five (45) calendar days after the date hereof (i.e., December 30, 2023), unless (a) earlier terminated pursuant to Section 6 of this Agreement or (b) extended by the mutual written agreement of the Parties in accordance with Section 6.2 of this Agreement. For the avoidance of doubt, the Exclusivity Period shall be calculated by including the date hereof as the first calendar day.

1.3 "Alternative Transaction." The term "Alternative Transaction" means any transaction (other than the Proposed Transaction) involving any of the following:

(a) a merger, consolidation, share exchange, business combination, or similar transaction involving Cloudium or any of its significant subsidiaries;

(b) the sale, transfer, lease, license, exchange, or other disposition (whether in a single transaction or a series of related transactions) of all or a material portion of the assets or businesses of Cloudium and its subsidiaries, taken as a whole, including the assets or businesses of Cloudium Technologies UK Ltd., Cloudium Technologies India Pvt. Ltd., and Cloudium Solutions GmbH;

(c) the issuance, sale, or other disposition of (including by way of merger, consolidation, share exchange, or any similar transaction) equity securities of Cloudium (including common stock, preferred stock, warrants, options, convertible securities, or any other securities exercisable for or convertible into equity securities) representing fifteen percent (15%) or more of the outstanding shares of Cloudium's common stock (on a fully diluted basis); or

(d) any recapitalization, restructuring, liquidation, dissolution, or other similar transaction involving Cloudium or any of its significant subsidiaries.

For purposes of this definition, a "material portion" of the assets or businesses of Cloudium and its subsidiaries shall mean assets or businesses representing twenty percent (20%) or more of the consolidated total assets, consolidated revenues, or consolidated net income of Cloudium and its subsidiaries, as reflected in Cloudium's most recently filed annual report or quarterly financial statements.

1.4 "Company Representatives." The term "Company Representatives" means, collectively, Cloudium and its officers (including Jonathan Hargrove, Chief Executive Officer; Sienna Whitfield, Chief Financial Officer; and Nadia Chowdhury, General Counsel), directors (including Douglas Pemberton, Independent Board Chair), employees, agents, and advisors (including Veridian Partners LLC and Ridgeway Phelps & Sato LLP), in each case acting in their capacity as officers, directors, employees, agents, or advisors of Cloudium.

1.5 "Potential Acquiror Representatives." The term "Potential Acquiror Representatives" means, collectively, Solara and its general partner (Solara Digital GP LLC), affiliates (including Solara Digital Infrastructure Fund VI LP, the anticipated investing fund for the Proposed Transaction), officers (including Marcus Elliston, Founder & Managing Partner, and Priya Narasimhan, Co-Managing Partner & Chief Investment Officer), employees, agents, and advisors (including Calderwood & Harkness LLP and Osprey Bancroft & Co.), in each case acting in their capacity as officers, affiliates, employees, agents, or advisors of Solara.

1.6 "Third Party." The term "Third Party" means any person or entity (including any natural person, corporation, partnership, limited liability company, joint venture, association, trust, governmental authority, or other entity of any kind) other than Solara and its affiliates. For purposes of this Agreement, "affiliate" shall have the meaning ascribed to such term in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.

SECTION 2 — EXCLUSIVITY OBLIGATIONS OF CLOUDIUM

2.1 Non-Solicitation. During the Exclusivity Period, Cloudium shall not, and shall cause each of the Company Representatives not to, directly or indirectly:

(a) solicit, initiate, facilitate, knowingly encourage, or induce the making, submission, or announcement of any inquiry, expression of interest, proposal, or offer from any Third Party relating to, or that could reasonably be expected to lead to, an Alternative Transaction;

(b) engage in, continue, or otherwise participate in any discussions, negotiations, or communications with any Third Party regarding, or that could reasonably be expected to lead to, an Alternative Transaction;

(c) furnish, provide, or make available any confidential or non-public information or data regarding Cloudium or any of its subsidiaries to any Third Party in connection with, or in furtherance of, an Alternative Transaction, or afford access to the business, properties, books, records, or personnel of Cloudium or any of its subsidiaries to any Third Party in connection with an Alternative Transaction; or

(d) enter into, execute, or deliver any letter of intent, memorandum of understanding, term sheet, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, or any other agreement, arrangement, or understanding (whether binding or non-binding, and whether written or oral) relating to or contemplating an Alternative Transaction with any Third Party.

The foregoing obligations shall apply regardless of whether any Third Party inquiry, expression of interest, proposal, or offer is unsolicited and regardless of whether the terms of any such Alternative Transaction may be, or may be perceived to be, more favorable to Cloudium or its shareholders than the terms of the Proposed Transaction.

2.2 Cessation of Existing Discussions. Cloudium represents and warrants to Solara that, as of the date hereof, it has terminated, and has caused each of the Company Representatives to terminate, all existing discussions, negotiations, and communications with any Third Party regarding any Alternative Transaction. Without limiting the generality of the foregoing, Cloudium further represents and warrants that, as of the date hereof, it has requested the prompt return or destruction of all confidential information previously furnished to any such Third Party or its representatives in connection with any potential Alternative Transaction, to the extent such return or destruction is required under any applicable confidentiality agreement, non-disclosure agreement, or similar arrangement between Cloudium and such Third Party.

2.3 Notification. During the Exclusivity Period, Cloudium shall promptly notify Solara in writing (and in any event within forty-eight (48) hours of receipt) of:

(a) any unsolicited inquiry, expression of interest, proposal, or offer received by Cloudium or any Company Representative from any Third Party relating to, or that could reasonably be expected to lead to, an Alternative Transaction;

(b) any request by any Third Party for confidential or non-public information regarding Cloudium or any of its subsidiaries in connection with a potential Alternative Transaction; and

(c) any request by any Third Party for access to the business, properties, books, records, or personnel of Cloudium or any of its subsidiaries in connection with a potential Alternative Transaction.

Each such notification shall include the identity of the Third Party making such inquiry, expression of interest, proposal, offer, or request and a reasonably detailed summary of the material terms and conditions thereof (including the proposed consideration, structure, and timing of any such Alternative Transaction, to the extent known to Cloudium). Cloudium shall provide Solara with such additional information regarding any such inquiry, expression of interest, proposal, offer, or request as Solara may reasonably request.

2.4 Board Fiduciary Duties Reservation. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prevent or restrict the Board from taking any action that the Board determines in good faith, after consultation with Cloudium's outside legal counsel, Ridgeway Phelps & Sato LLP, is required in order for the directors of Cloudium to comply with their fiduciary duties under applicable law, including the laws of England and Wales (including, without limitation, the Companies Act 2006) and any applicable United States federal securities laws and regulations (including the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder). For the avoidance of doubt, this reservation of fiduciary duties does not constitute a waiver, modification, or limitation of Cloudium's obligations under this Section 2, and Cloudium acknowledges and agrees that this Agreement has been entered into voluntarily by Cloudium and its Board to facilitate the negotiation of a Proposed Transaction on mutually acceptable terms. Cloudium further acknowledges that the Board's authorization of the entry into this Agreement was itself an exercise of the Board's fiduciary duties and judgment.

SECTION 3 — OBLIGATIONS OF SOLARA

3.1 Good-Faith Negotiation. During the Exclusivity Period, Solara shall negotiate in good faith with Cloudium regarding the terms and conditions of a definitive agreement for the Proposed Transaction, including the definitive merger agreement (or such other form of transaction documentation as the Parties may agree upon), schedules and exhibits thereto, and related ancillary documents (including voting agreements, support agreements, and any transition services agreement, as applicable). Good-faith negotiation shall include, without limitation, making Solara's senior deal team (including Marcus Elliston, Priya Narasimhan, and their designees) reasonably available for negotiation sessions and discussions, and providing timely responses to proposals and counterproposals submitted by Cloudium or its advisors.

3.2 Due Diligence. Solara shall use commercially reasonable efforts to complete its due diligence review of Cloudium and its subsidiaries during the Exclusivity Period. The Parties acknowledge that Cloudium has granted Solara access to a virtual data room (the "Data Room") since September 18, 2023, and that Solara's review of materials in the Data Room is ongoing as of the date hereof. During the Exclusivity Period, Cloudium shall continue to provide Solara and the Potential Acquiror Representatives with reasonable access to the Data Room and shall cooperate in good faith with Solara's due diligence requests, including requests for additional documents, data, management presentations, and site visits, in each case subject to the terms and conditions of the NDA and applicable law. The following members of Solara's due diligence team, among others, shall have continued access to the Data Room and shall be permitted to participate in due diligence activities during the Exclusivity Period:

(a) Legal Due Diligence: Calderwood & Harkness LLP, led by Harrison Wexford, Responsible Partner, and Tiffany Rosenthal, Lead Associate;

(b) Financial Advisory: Osprey Bancroft & Co., led by Damien Harlow, Managing Director;

(c) Financial Due Diligence and Transaction Tax: Glenmore Thornton LLP, led by Vanessa Liu, Lead Partner, Financial Due Diligence, and Richard Okamura, Lead Partner, Transaction Tax; and

(d) such other advisors and consultants as Solara may engage from time to time, subject to execution of joinder agreements or separate non-disclosure agreements with Cloudium as contemplated by the NDA.

Cloudium shall use commercially reasonable efforts to respond to Solara's due diligence requests in a timely manner and to make appropriate members of Cloudium's management team available for meetings, presentations, and follow-up inquiries as reasonably requested by Solara.

3.3 Financing. Solara shall use commercially reasonable efforts during the Exclusivity Period to arrange committed debt financing for the Proposed Transaction, including engagement with prospective lead arrangers and negotiation of commitment letters, fee letters, and related financing documentation. The Parties acknowledge that, as of the date hereof, Solara is in discussions with Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC regarding the provision of committed debt financing for the Proposed Transaction, and Solara shall keep Cloudium reasonably informed of the status of such financing discussions. Nothing in this Section 3.3 shall be construed as a representation or guarantee by Solara that committed debt financing will be obtained or that the Proposed Transaction will be consummated.

3.4 Merger Agreement Draft. Solara shall use commercially reasonable efforts to cause its legal counsel, Calderwood & Harkness LLP, to prepare and deliver an initial draft of the definitive merger agreement (or such other form of definitive transaction documentation as the Parties may agree upon) to Cloudium's legal counsel, Ridgeway Phelps & Sato LLP, during the Exclusivity Period. The Parties acknowledge that the timely preparation and circulation of a draft merger agreement is an important milestone in the negotiation of the Proposed Transaction and that both Parties will benefit from the prompt commencement of negotiations on definitive documentation. For informational purposes, the Parties note that the initial draft merger agreement was subsequently circulated by Calderwood & Harkness LLP to Ridgeway Phelps & Sato LLP on December 1, 2023.

SECTION 4 — CONFIDENTIALITY

4.1 NDA Incorporation. The terms and conditions of the NDA, dated as of September 5, 2023, are hereby incorporated by reference into this Agreement and shall continue to apply in full force and effect to all Confidential Information (as defined in the NDA) exchanged between the Parties (or their respective representatives) in connection with the evaluation and negotiation of the Proposed Transaction. Each Party shall continue to comply with its obligations under the NDA in all respects during and after the Exclusivity Period. To the extent not otherwise defined in this Agreement, capitalized terms relating to the treatment of confidential information shall have the meanings ascribed to them in the NDA.

4.2 Confidentiality of This Agreement. The existence, terms, and conditions of this Agreement, and the fact that the Parties have entered into exclusive negotiations regarding a Proposed Transaction, shall be treated as strictly confidential by both Parties and shall not be disclosed to any Third Party without the prior written consent of the other Party, except:

(a) to each Party's respective advisors, directors, officers, and employees who have a reasonable need to know such information in connection with the evaluation and negotiation of the Proposed Transaction and who are bound by obligations of confidentiality (whether by contract, professional obligation, or fiduciary duty) no less protective than those set forth in this Agreement;

(b) as required by applicable law, regulation, governmental order, or the rules of any stock exchange on which a Party's securities are listed (including the rules and regulations of the Nasdaq Global Select Market, on which shares of Cloudium's common stock are listed under the ticker symbol "CLDM"), in which case the disclosing Party shall, to the extent reasonably practicable and legally permissible, provide the other Party with advance written notice of such required disclosure and cooperate with the other Party to seek confidential treatment of such information; or

(c) as required by any governmental authority or regulatory body having jurisdiction over a Party, including in response to a subpoena, civil investigative demand, or similar legal process.

4.3 Public Announcements. Neither Party shall issue, cause to be issued, or authorize any press release, public statement, public filing, or other public communication regarding this Agreement, the Proposed Transaction, or the existence or status of negotiations between the Parties during the Exclusivity Period without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may make such disclosures as it determines in good faith, after consultation with its legal counsel, are required by applicable law, regulation, governmental order, or the rules of any stock exchange on which such Party's securities are listed. In the event that either Party is required to make any such public disclosure, such Party shall, to the extent reasonably practicable and legally permissible, provide the other Party with advance written notice of and an opportunity to review and comment on the proposed disclosure prior to its release.

SECTION 5 — REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of Cloudium. Cloudium hereby represents and warrants to Solara as follows:

(a) Organization and Authority. Cloudium is a public limited company duly incorporated and validly existing under the laws of England and Wales. Cloudium has full corporate power and authority under the laws of England and Wales and its articles of association to enter into, execute, deliver, and perform its obligations under this Agreement.

(b) Due Authorization. The execution, delivery, and performance of this Agreement by Cloudium have been duly authorized by all necessary corporate action on the part of Cloudium, including approval by the Board on November 6, 2023. No other corporate proceedings or actions on the part of Cloudium are necessary to authorize the execution, delivery, and performance of this Agreement.

(c) Valid and Binding Obligation. This Agreement constitutes the valid and binding obligation of Cloudium, enforceable against Cloudium in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(d) No Conflicting Obligations. As of the date hereof, Cloudium is not a party to, bound by, or subject to any agreement, understanding, commitment, or arrangement (whether written or oral, and whether binding or non-binding) with any Third Party that would prevent, restrict, impair, or otherwise interfere with Cloudium's ability to comply fully with its obligations under this Agreement, including the exclusivity obligations set forth in Section 2.

(e) Termination of Prior Discussions. As of the date hereof, Cloudium has terminated, and has caused each of the Company Representatives to terminate, all existing discussions, negotiations, and communications with any Third Party regarding any Alternative Transaction, and no Company Representative is continuing to engage in any such discussions, negotiations, or communications.

5.2 Representations and Warranties of Solara. Solara hereby represents and warrants to Cloudium as follows:

(a) Organization and Authority. Solara is a limited partnership duly organized and validly existing under the laws of the State of Delaware. Solara, acting through its general partner, Solara Digital GP LLC, a Delaware limited liability company, has full partnership power and authority under the laws of the State of Delaware and its partnership agreement to enter into, execute, deliver, and perform its obligations under this Agreement.

(b) Due Authorization. The execution, delivery, and performance of this Agreement by Solara have been duly authorized by all necessary action on the part of Solara, including any required approvals of Solara Digital GP LLC, as general partner of Solara. No other partnership, corporate, or other proceedings or actions on the part of Solara or its general partner are necessary to authorize the execution, delivery, and performance of this Agreement.

(c) Valid and Binding Obligation. This Agreement constitutes the valid and binding obligation of Solara, enforceable against Solara in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

SECTION 6 — TERM AND TERMINATION

6.1 Term. This Agreement shall become effective as of the date first set forth above (November 15, 2023) and shall remain in full force and effect during the Exclusivity Period (i.e., for a period of forty-five (45) calendar days, expiring at 11:59 p.m. (New York City time) on December 30, 2023), unless earlier terminated as provided in this Section 6 or unless the Exclusivity Period is extended by the mutual written agreement of the Parties in accordance with Section 6.2.

6.2 Extension. The Exclusivity Period may be extended beyond December 30, 2023, for such additional period or periods as the Parties may agree upon, by mutual written agreement executed by authorized representatives of both Solara and Cloudium. Any such extension shall specify the new expiration date of the Exclusivity Period and shall be deemed an amendment to this Agreement for purposes of Section 11.2.

6.3 Termination by Either Party. Either Party may terminate this Agreement upon written notice to the other Party if:

(a) the other Party materially breaches any provision of this Agreement and such breach is not cured within five (5) business days after written notice thereof is delivered to the breaching Party specifying in reasonable detail the nature of such breach; or

(b) the Parties mutually agree in writing to terminate the Exclusivity Period and this Agreement prior to its scheduled expiration.

6.4 Termination by Solara. Solara may terminate this Agreement at any time during the Exclusivity Period by providing written notice to Cloudium if Solara determines, in its sole and absolute discretion, that it does not wish to continue pursuing the Proposed Transaction. Solara shall have no obligation to provide any reason for such termination, and such termination shall not give rise to any liability of Solara to Cloudium.

6.5 Effect of Termination. Upon the termination or expiration of this Agreement (whether upon the expiration of the Exclusivity Period, by mutual agreement, or by the exercise of a termination right set forth in this Section 6):

(a) the obligations of Cloudium under Section 2 (Exclusivity Obligations of Cloudium) shall immediately and automatically cease, and Cloudium and the Company Representatives shall thereafter be free to solicit, negotiate, and enter into any Alternative Transaction without restriction under this Agreement;

(b) the confidentiality obligations set forth in Section 4 of this Agreement and the NDA shall survive the termination or expiration of this Agreement in accordance with their respective terms;

(c) Section 7 (Remedies) shall survive the termination or expiration of this Agreement solely to the extent necessary to address any breach of this Agreement occurring prior to such termination or expiration; and

(d) Sections 8 through 13 (General Provisions) shall survive the termination or expiration of this Agreement.

For the avoidance of doubt, termination of this Agreement shall not relieve any Party of liability for any breach of this Agreement occurring prior to the effective date of such termination.

SECTION 7 — REMEDIES

7.1 Acknowledgment of Irreparable Harm. The Parties acknowledge and agree that the obligations of Cloudium under Section 2 of this Agreement are of a special, unique, and extraordinary character, and that any breach or threatened breach by Cloudium of its obligations under Section 2 would cause Solara irreparable harm for which monetary damages alone would not be an adequate remedy. Cloudium acknowledges that the exclusivity granted hereunder is a material inducement to Solara's willingness to devote substantial time, resources, and expense to the evaluation and negotiation of the Proposed Transaction.

7.2 Specific Performance / Injunctive Relief. In the event of a breach or threatened breach by Cloudium of any of its obligations under Section 2 of this Agreement, Solara shall be entitled to seek equitable relief from any court of competent jurisdiction, including temporary restraining orders, preliminary and permanent injunctive relief, and orders of specific performance, in each case without the necessity of (a) proving actual damages, (b) posting any bond or other security, or (c) establishing the inadequacy of monetary damages as a remedy (which inadequacy is acknowledged by Cloudium pursuant to Section 7.1). Such equitable relief shall be in addition to, and not in lieu of, any other remedies that may be available to Solara at law or in equity, including, without limitation, the right to recover actual damages incurred as a result of such breach.

7.3 No Monetary Damages. Notwithstanding anything in this Agreement to the contrary, in no event shall either Party be liable to the other Party for any consequential, indirect, incidental, punitive, exemplary, or special damages of any kind or nature in connection with this Agreement, whether arising in contract, tort, strict liability, or otherwise, and regardless of whether such damages were foreseeable or whether either Party has been advised of the possibility of such damages. The Parties further acknowledge and agree that this Agreement does not create any binding obligation on the part of either Party to consummate the Proposed Transaction or any other transaction, and neither Party shall be liable to the other Party solely by reason of the failure to reach a definitive agreement for the Proposed Transaction or the failure to consummate the Proposed Transaction for any reason or no reason.

SECTION 8 — NO BINDING OBLIGATION TO TRANSACT

8.1 This Agreement does not constitute, and shall not be deemed or construed as constituting, an agreement, commitment, undertaking, or obligation on the part of either Party (or their respective affiliates, directors, officers, employees, agents, or advisors) to enter into, consummate, or proceed with the Proposed Transaction or any other transaction. The Parties acknowledge that no binding obligation to consummate the Proposed Transaction shall arise unless and until the Parties have negotiated, agreed upon, executed, and delivered a definitive merger agreement or other definitive transaction documentation containing mutually acceptable terms and conditions, and then only in accordance with and subject to the terms and conditions set forth in such definitive documentation.

8.2 Each Party reserves the right, in its sole and absolute discretion, to decline to enter into or consummate the Proposed Transaction for any reason or no reason, and no Party shall have any claim against the other Party (or any of its affiliates, directors, officers, employees, agents, or advisors) solely by reason of such Party's decision not to proceed with the Proposed Transaction. The foregoing reservation is subject only to the exclusivity obligations of Cloudium set forth in Section 2 during the Exclusivity Period and the good-faith negotiation obligations of Solara set forth in Section 3.1 during the Exclusivity Period.

SECTION 9 — GOVERNING LAW AND JURISDICTION

9.1 Governing Law. This Agreement, and all claims, disputes, controversies, and causes of action (whether in contract, tort, or otherwise) arising out of, relating to, or in connection with this Agreement, shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

9.2 Jurisdiction. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (and any appellate courts thereof) for any action, suit, or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby. In the event that the Court of Chancery of the State of Delaware declines to exercise jurisdiction over any such action, suit, or proceeding, each Party irrevocably and unconditionally submits to the jurisdiction of any federal court of the United States sitting in the State of Delaware (and any appellate courts thereof). Each Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

9.3 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.3.

SECTION 10 — NOTICES

10.1 All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and effective: (a) when delivered in person; (b) on the next business day after being sent by a nationally recognized overnight courier service (with proof of delivery); or (c) when sent by electronic mail (with written confirmation of receipt by the addressee, which confirmation may be by electronic mail), in each case addressed as follows:

If to Solara:

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

Attention: Marcus Elliston, Founder & Managing Partner

Email: melliston@solaradigital.com

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

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

Attention: Harrison Wexford

Email: hwexford@calderwoodharkness.com

If to Cloudium:

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

Attention: Nadia Chowdhury, General Counsel

Email: nchowdhury@cloudium.com

with a copy to:

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

Attention: Douglas Pemberton, Board Chair

Email: dpemberton@cloudium.com

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

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

Attention: Catherine Answorth

Email: cansworth@ridgewayphelps.com

Either Party may change its address or contact information for notices by providing written notice to the other Party in accordance with this Section 10.

SECTION 11 — MISCELLANEOUS PROVISIONS

11.1 Entire Agreement. This Agreement, together with the NDA, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warranties (whether oral or written) between the Parties relating to the exclusivity arrangements and related matters contemplated by this Agreement. No prior draft of this Agreement shall be used in the interpretation or construction of this Agreement.

11.2 Amendments. This Agreement may not be amended, modified, supplemented, or waived except by an instrument in writing executed by authorized representatives of both Parties. No waiver by either Party of any breach or default of any provision of this Agreement shall be deemed a waiver of any subsequent or other breach or default, and no waiver shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such Party's right to enforce such provision in the future.

11.3 Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, and any attempted assignment or transfer in violation of this Section 11.3 shall be null and void and of no force or effect; provided, however, that Solara may, without the prior written consent of Cloudium, assign its rights (but not its obligations) under this Agreement to Solara Digital Infrastructure Fund VI LP, or to any other investment vehicle or fund managed by Solara or its affiliates, that is designated as the acquiring entity in the Proposed Transaction, so long as (a) Solara remains fully bound by and liable for its obligations under this Agreement, and (b) Solara provides Cloudium with prompt written notice of any such assignment, including the identity of the assignee.

11.4 No Third-Party Beneficiaries. This Agreement is entered into for the sole and exclusive benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Third Party (including any shareholder, employee, creditor, or other person or entity that is not a Party) any legal or equitable right, benefit, remedy, or cause of action of any nature whatsoever under or by reason of this Agreement.

11.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The Parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the original provision.

11.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, portable document format (.pdf), or other electronic means (including by Brightwater Software or similar electronic signature platform) shall be effective as delivery of an original executed counterpart and shall have the same legal validity and enforceability as a manually executed original.

11.7 Expenses. Except as otherwise expressly provided herein or in any definitive agreement for the Proposed Transaction, each Party shall bear and be solely responsible for its own costs and expenses (including fees and disbursements of legal counsel, financial advisors, accountants, and other advisors and consultants) incurred in connection with the negotiation, execution, and performance of this Agreement and the evaluation and negotiation of the Proposed Transaction.

SECTION 12 — RELATIONSHIP TO PROPOSED TRANSACTION

12.1 For the avoidance of doubt, the terms and conditions governing the Proposed Transaction, if any, shall be set forth exclusively in the definitive merger agreement (or other definitive transaction documentation) and any ancillary agreements to be negotiated during or following the Exclusivity Period. This Agreement addresses solely the Parties' exclusivity and related obligations during the Exclusivity Period and does not address, determine, establish, or constrain the economic terms, structure, conditions, or mechanics of the Proposed Transaction, including, without limitation:

(a) the per-share merger consideration or aggregate transaction value;

(b) the representations and warranties to be made by either Party in the definitive agreement;

(d) the conditions precedent to closing (including regulatory approvals, shareholder approvals, and financing conditions);

(e) the termination provisions and any associated termination or break-up fees; or

(f) any other economic, legal, structural, or operational terms of the Proposed Transaction.

12.2 Cloudium acknowledges that Solara's preliminary Indication of Interest, dated October 30, 2023, contemplated a proposed acquisition price range of $34.00 to $37.50 per share of Cloudium common stock. The Parties acknowledge and agree that the final terms of the Proposed Transaction, if any, including the per-share merger consideration, will be subject to and contingent upon (a) the completion of Solara's due diligence review of Cloudium and its subsidiaries, (b) the negotiation, agreement, and execution of definitive transaction documentation on mutually acceptable terms, (c) the receipt of committed financing on terms satisfactory to Solara, and (d) approval by the respective governing bodies of the Parties (including, in the case of Cloudium, the approval of the Board and, to the extent required, the shareholders of Cloudium). The Indication of Interest shall not be construed as a binding offer, commitment, or obligation of Solara to acquire Cloudium at any particular price or on any particular terms.

SECTION 13 — RELATIONSHIP TO NDA

13.1 The NDA, dated as of September 5, 2023, shall remain in full force and effect in accordance with its terms, and nothing in this Agreement shall be construed to amend, modify, supplement, supersede, waive, or otherwise alter any provision of the NDA, including, without limitation, the standstill provisions, the non-solicitation of employees provisions, and the return and/or destruction of materials provisions contained therein. The Parties' respective rights and obligations under the NDA shall continue independently of, and in addition to, their rights and obligations under this Agreement.

13.2 In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the NDA, (a) the terms of the NDA shall govern and control with respect to the treatment, use, and disclosure of Confidential Information (as defined in the NDA), and (b) the terms of this Agreement shall govern and control with respect to the exclusivity obligations of Cloudium and the other matters expressly addressed in this Agreement. The Parties shall interpret this Agreement and the NDA in a manner that gives full effect to both agreements to the greatest extent possible.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused this Exclusivity Agreement to be executed and delivered by their respective duly authorized representatives as of the date first set forth above.

SOLARA DIGITAL INFRASTRUCTURE LP

By: Solara Digital GP LLC, its general partner

By: ________

Name: Marcus Elliston

Title: Managing Partner

Date: November 15, 2023

CLOUDIUM TECHNOLOGIES PLC

By: ________

Name: Jonathan Hargrove

Title: Chief Executive Officer

Date: November 15, 2023

By: ________

Name: Douglas Pemberton

Title: Chairman of the Board of Directors

Date: November 15, 2023

Signature Page to Exclusivity Agreement

EXCLUSIVITY AGREEMENT
Dated as of November 15, 2023
by and between
SOLARA DIGITAL INFRASTRUCTURE LP
and
CLOUDIUM TECHNOLOGIES PLC
This EXCLUSIVITY AGREEMENT (this "Agreement") is entered into as of November 15, 2023, by and between:
SOLARA DIGITAL INFRASTRUCTURE LP, a Delaware limited partnership (together with its affiliates, "Solara" or the "Potential Acquiror"), with its principal office at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801, acting through its general partner, Solara Digital GP LLC, a Delaware limited liability company;
and
CLOUDIUM TECHNOLOGIES PLC, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) ("Cloudium" or the "Company"), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its United States headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103.
Solara and Cloudium are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Solara and Cloudium are parties to that certain Confidentiality and Non-Disclosure Agreement, dated as of September 5, 2023 (the "NDA"), pursuant to which Solara has received and continues to receive certain confidential and proprietary information regarding Cloudium and its subsidiaries in connection with Solara's evaluation of a potential strategic transaction involving Cloudium;
WHEREAS, on October 30, 2023, Solara submitted a preliminary indication of interest to the board of directors of Cloudium (the "Board"), indicating a proposed acquisition price range of $34.00 to $37.50 per share of Cloudium common stock, on terms and conditions to be further negotiated and set forth in definitive transaction documentation (the "Indication of Interest");
WHEREAS, on November 6, 2023, the Board, chaired by Douglas Pemberton, Independent Board Chair, following its careful evaluation of the Indication of Interest and consultation with Cloudium's financial advisor, Veridian Partners LLC ("Veridian Partners"), and Cloudium's legal counsel, Ridgeway Phelps & Sato LLP ("Ridgeway Phelps"), authorized Cloudium to enter into exclusive negotiations with Solara regarding a potential strategic transaction on terms to be agreed upon by the Parties;
WHEREAS, the Parties desire to enter into this Agreement to establish a defined period of exclusive negotiations during which Cloudium will negotiate solely with Solara regarding a Proposed Transaction (as defined below), subject to the terms and conditions set forth herein, and to set forth the Parties' respective rights and obligations during such period of exclusivity; and
WHEREAS, in connection with the Proposed Transaction: (a) Solara has engaged Calderwood & Harkness LLP ("Calderwood & Harkness") as its legal counsel and Osprey Bancroft & Co. ("Osprey Bancroft") as its financial advisor; and (b) Cloudium has engaged Ridgeway Phelps as its legal counsel and Veridian Partners as its financial advisor.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below:
1.1 "Proposed Transaction." The term "Proposed Transaction" means any acquisition of Cloudium by Solara (or an affiliate or designee thereof), whether structured as a merger (including a forward merger, a reverse merger, or a reverse triangular merger), a tender offer, a scheme of arrangement under the laws of England and Wales, a share purchase, an asset purchase, or any other form of business combination or similar transaction, in each case resulting in Solara (directly or through one or more of its affiliates or designees) acquiring control of all or substantially all of the equity securities or assets of Cloudium and its subsidiaries. The term "Proposed Transaction" shall be construed broadly to encompass any variation or restructuring of the foregoing that is proposed by either Party during the Exclusivity Period.
1.2 "Exclusivity Period." The term "Exclusivity Period" means the period commencing on the date hereof (November 15, 2023) and expiring at 11:59 p.m. (New York City time) on the date that is forty-five (45) calendar days after the date hereof (i.e., December 30, 2023), unless (a) earlier terminated pursuant to Section 6 of this Agreement or (b) extended by the mutual written agreement of the Parties in accordance with Section 6.2 of this Agreement. For the avoidance of doubt, the Exclusivity Period shall be calculated by including the date hereof as the first calendar day.
1.3 "Alternative Transaction." The term "Alternative Transaction" means any transaction (other than the Proposed Transaction) involving any of the following:
(a) a merger, consolidation, share exchange, business combination, or similar transaction involving Cloudium or any of its significant subsidiaries;
(b) the sale, transfer, lease, license, exchange, or other disposition (whether in a single transaction or a series of related transactions) of all or a material portion of the assets or businesses of Cloudium and its subsidiaries, taken as a whole, including the assets or businesses of Cloudium Technologies UK Ltd., Cloudium Technologies India Pvt. Ltd., and Cloudium Solutions GmbH;
(c) the issuance, sale, or other disposition of (including by way of merger, consolidation, share exchange, or any similar transaction) equity securities of Cloudium (including common stock, preferred stock, warrants, options, convertible securities, or any other securities exercisable for or convertible into equity securities) representing fifteen percent (15%) or more of the outstanding shares of Cloudium's common stock (on a fully diluted basis); or
(d) any recapitalization, restructuring, liquidation, dissolution, or other similar transaction involving Cloudium or any of its significant subsidiaries.
For purposes of this definition, a "material portion" of the assets or businesses of Cloudium and its subsidiaries shall mean assets or businesses representing twenty percent (20%) or more of the consolidated total assets, consolidated revenues, or consolidated net income of Cloudium and its subsidiaries, as reflected in Cloudium's most recently filed annual report or quarterly financial statements.
1.4 "Company Representatives." The term "Company Representatives" means, collectively, Cloudium and its officers (including Jonathan Hargrove, Chief Executive Officer; Sienna Whitfield, Chief Financial Officer; and Nadia Chowdhury, General Counsel), directors (including Douglas Pemberton, Independent Board Chair), employees, agents, and advisors (including Veridian Partners LLC and Ridgeway Phelps & Sato LLP), in each case acting in their capacity as officers, directors, employees, agents, or advisors of Cloudium.
1.5 "Potential Acquiror Representatives." The term "Potential Acquiror Representatives" means, collectively, Solara and its general partner (Solara Digital GP LLC), affiliates (including Solara Digital Infrastructure Fund VI LP, the anticipated investing fund for the Proposed Transaction), officers (including Marcus Elliston, Founder & Managing Partner, and Priya Narasimhan, Co-Managing Partner & Chief Investment Officer), employees, agents, and advisors (including Calderwood & Harkness LLP and Osprey Bancroft & Co.), in each case acting in their capacity as officers, affiliates, employees, agents, or advisors of Solara.
1.6 "Third Party." The term "Third Party" means any person or entity (including any natural person, corporation, partnership, limited liability company, joint venture, association, trust, governmental authority, or other entity of any kind) other than Solara and its affiliates. For purposes of this Agreement, "affiliate" shall have the meaning ascribed to such term in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.
SECTION 2 — EXCLUSIVITY OBLIGATIONS OF CLOUDIUM
2.1 Non-Solicitation. During the Exclusivity Period, Cloudium shall not, and shall cause each of the Company Representatives not to, directly or indirectly:
(a) solicit, initiate, facilitate, knowingly encourage, or induce the making, submission, or announcement of any inquiry, expression of interest, proposal, or offer from any Third Party relating to, or that could reasonably be expected to lead to, an Alternative Transaction;
(b) engage in, continue, or otherwise participate in any discussions, negotiations, or communications with any Third Party regarding, or that could reasonably be expected to lead to, an Alternative Transaction;
(c) furnish, provide, or make available any confidential or non-public information or data regarding Cloudium or any of its subsidiaries to any Third Party in connection with, or in furtherance of, an Alternative Transaction, or afford access to the business, properties, books, records, or personnel of Cloudium or any of its subsidiaries to any Third Party in connection with an Alternative Transaction; or
(d) enter into, execute, or deliver any letter of intent, memorandum of understanding, term sheet, agreement in principle, acquisition agreement, merger agreement, share purchase agreement, asset purchase agreement, or any other agreement, arrangement, or understanding (whether binding or non-binding, and whether written or oral) relating to or contemplating an Alternative Transaction with any Third Party.
The foregoing obligations shall apply regardless of whether any Third Party inquiry, expression of interest, proposal, or offer is unsolicited and regardless of whether the terms of any such Alternative Transaction may be, or may be perceived to be, more favorable to Cloudium or its shareholders than the terms of the Proposed Transaction.
2.2 Cessation of Existing Discussions. Cloudium represents and warrants to Solara that, as of the date hereof, it has terminated, and has caused each of the Company Representatives to terminate, all existing discussions, negotiations, and communications with any Third Party regarding any Alternative Transaction. Without limiting the generality of the foregoing, Cloudium further represents and warrants that, as of the date hereof, it has requested the prompt return or destruction of all confidential information previously furnished to any such Third Party or its representatives in connection with any potential Alternative Transaction, to the extent such return or destruction is required under any applicable confidentiality agreement, non-disclosure agreement, or similar arrangement between Cloudium and such Third Party.
2.3 Notification. During the Exclusivity Period, Cloudium shall promptly notify Solara in writing (and in any event within forty-eight (48) hours of receipt) of:
(a) any unsolicited inquiry, expression of interest, proposal, or offer received by Cloudium or any Company Representative from any Third Party relating to, or that could reasonably be expected to lead to, an Alternative Transaction;
(b) any request by any Third Party for confidential or non-public information regarding Cloudium or any of its subsidiaries in connection with a potential Alternative Transaction; and
(c) any request by any Third Party for access to the business, properties, books, records, or personnel of Cloudium or any of its subsidiaries in connection with a potential Alternative Transaction.
Each such notification shall include the identity of the Third Party making such inquiry, expression of interest, proposal, offer, or request and a reasonably detailed summary of the material terms and conditions thereof (including the proposed consideration, structure, and timing of any such Alternative Transaction, to the extent known to Cloudium). Cloudium shall provide Solara with such additional information regarding any such inquiry, expression of interest, proposal, offer, or request as Solara may reasonably request.
2.4 Board Fiduciary Duties Reservation. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall prevent or restrict the Board from taking any action that the Board determines in good faith, after consultation with Cloudium's outside legal counsel, Ridgeway Phelps & Sato LLP, is required in order for the directors of Cloudium to comply with their fiduciary duties under applicable law, including the laws of England and Wales (including, without limitation, the Companies Act 2006) and any applicable United States federal securities laws and regulations (including the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder). For the avoidance of doubt, this reservation of fiduciary duties does not constitute a waiver, modification, or limitation of Cloudium's obligations under this Section 2, and Cloudium acknowledges and agrees that this Agreement has been entered into voluntarily by Cloudium and its Board to facilitate the negotiation of a Proposed Transaction on mutually acceptable terms. Cloudium further acknowledges that the Board's authorization of the entry into this Agreement was itself an exercise of the Board's fiduciary duties and judgment.
SECTION 3 — OBLIGATIONS OF SOLARA
3.1 Good-Faith Negotiation. During the Exclusivity Period, Solara shall negotiate in good faith with Cloudium regarding the terms and conditions of a definitive agreement for the Proposed Transaction, including the definitive merger agreement (or such other form of transaction documentation as the Parties may agree upon), schedules and exhibits thereto, and related ancillary documents (including voting agreements, support agreements, and any transition services agreement, as applicable). Good-faith negotiation shall include, without limitation, making Solara's senior deal team (including Marcus Elliston, Priya Narasimhan, and their designees) reasonably available for negotiation sessions and discussions, and providing timely responses to proposals and counterproposals submitted by Cloudium or its advisors.
3.2 Due Diligence. Solara shall use commercially reasonable efforts to complete its due diligence review of Cloudium and its subsidiaries during the Exclusivity Period. The Parties acknowledge that Cloudium has granted Solara access to a virtual data room (the "Data Room") since September 18, 2023, and that Solara's review of materials in the Data Room is ongoing as of the date hereof. During the Exclusivity Period, Cloudium shall continue to provide Solara and the Potential Acquiror Representatives with reasonable access to the Data Room and shall cooperate in good faith with Solara's due diligence requests, including requests for additional documents, data, management presentations, and site visits, in each case subject to the terms and conditions of the NDA and applicable law. The following members of Solara's due diligence team, among others, shall have continued access to the Data Room and shall be permitted to participate in due diligence activities during the Exclusivity Period:
(a) Legal Due Diligence: Calderwood & Harkness LLP, led by Harrison Wexford, Responsible Partner, and Tiffany Rosenthal, Lead Associate;
(b) Financial Advisory: Osprey Bancroft & Co., led by Damien Harlow, Managing Director;
(c) Financial Due Diligence and Transaction Tax: Glenmore Thornton LLP, led by Vanessa Liu, Lead Partner, Financial Due Diligence, and Richard Okamura, Lead Partner, Transaction Tax; and
(d) such other advisors and consultants as Solara may engage from time to time, subject to execution of joinder agreements or separate non-disclosure agreements with Cloudium as contemplated by the NDA.
Cloudium shall use commercially reasonable efforts to respond to Solara's due diligence requests in a timely manner and to make appropriate members of Cloudium's management team available for meetings, presentations, and follow-up inquiries as reasonably requested by Solara.
3.3 Financing. Solara shall use commercially reasonable efforts during the Exclusivity Period to arrange committed debt financing for the Proposed Transaction, including engagement with prospective lead arrangers and negotiation of commitment letters, fee letters, and related financing documentation. The Parties acknowledge that, as of the date hereof, Solara is in discussions with Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC regarding the provision of committed debt financing for the Proposed Transaction, and Solara shall keep Cloudium reasonably informed of the status of such financing discussions. Nothing in this Section 3.3 shall be construed as a representation or guarantee by Solara that committed debt financing will be obtained or that the Proposed Transaction will be consummated.
3.4 Merger Agreement Draft. Solara shall use commercially reasonable efforts to cause its legal counsel, Calderwood & Harkness LLP, to prepare and deliver an initial draft of the definitive merger agreement (or such other form of definitive transaction documentation as the Parties may agree upon) to Cloudium's legal counsel, Ridgeway Phelps & Sato LLP, during the Exclusivity Period. The Parties acknowledge that the timely preparation and circulation of a draft merger agreement is an important milestone in the negotiation of the Proposed Transaction and that both Parties will benefit from the prompt commencement of negotiations on definitive documentation. For informational purposes, the Parties note that the initial draft merger agreement was subsequently circulated by Calderwood & Harkness LLP to Ridgeway Phelps & Sato LLP on December 1, 2023.
SECTION 4 — CONFIDENTIALITY
4.1 NDA Incorporation. The terms and conditions of the NDA, dated as of September 5, 2023, are hereby incorporated by reference into this Agreement and shall continue to apply in full force and effect to all Confidential Information (as defined in the NDA) exchanged between the Parties (or their respective representatives) in connection with the evaluation and negotiation of the Proposed Transaction. Each Party shall continue to comply with its obligations under the NDA in all respects during and after the Exclusivity Period. To the extent not otherwise defined in this Agreement, capitalized terms relating to the treatment of confidential information shall have the meanings ascribed to them in the NDA.
4.2 Confidentiality of This Agreement. The existence, terms, and conditions of this Agreement, and the fact that the Parties have entered into exclusive negotiations regarding a Proposed Transaction, shall be treated as strictly confidential by both Parties and shall not be disclosed to any Third Party without the prior written consent of the other Party, except:
(a) to each Party's respective advisors, directors, officers, and employees who have a reasonable need to know such information in connection with the evaluation and negotiation of the Proposed Transaction and who are bound by obligations of confidentiality (whether by contract, professional obligation, or fiduciary duty) no less protective than those set forth in this Agreement;
(b) as required by applicable law, regulation, governmental order, or the rules of any stock exchange on which a Party's securities are listed (including the rules and regulations of the Nasdaq Global Select Market, on which shares of Cloudium's common stock are listed under the ticker symbol "CLDM"), in which case the disclosing Party shall, to the extent reasonably practicable and legally permissible, provide the other Party with advance written notice of such required disclosure and cooperate with the other Party to seek confidential treatment of such information; or
(c) as required by any governmental authority or regulatory body having jurisdiction over a Party, including in response to a subpoena, civil investigative demand, or similar legal process.
4.3 Public Announcements. Neither Party shall issue, cause to be issued, or authorize any press release, public statement, public filing, or other public communication regarding this Agreement, the Proposed Transaction, or the existence or status of negotiations between the Parties during the Exclusivity Period without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that either Party may make such disclosures as it determines in good faith, after consultation with its legal counsel, are required by applicable law, regulation, governmental order, or the rules of any stock exchange on which such Party's securities are listed. In the event that either Party is required to make any such public disclosure, such Party shall, to the extent reasonably practicable and legally permissible, provide the other Party with advance written notice of and an opportunity to review and comment on the proposed disclosure prior to its release.
SECTION 5 — REPRESENTATIONS AND WARRANTIES
5.1 Representations and Warranties of Cloudium. Cloudium hereby represents and warrants to Solara as follows:
(a) Organization and Authority. Cloudium is a public limited company duly incorporated and validly existing under the laws of England and Wales. Cloudium has full corporate power and authority under the laws of England and Wales and its articles of association to enter into, execute, deliver, and perform its obligations under this Agreement.
(b) Due Authorization. The execution, delivery, and performance of this Agreement by Cloudium have been duly authorized by all necessary corporate action on the part of Cloudium, including approval by the Board on November 6, 2023. No other corporate proceedings or actions on the part of Cloudium are necessary to authorize the execution, delivery, and performance of this Agreement.
(c) Valid and Binding Obligation. This Agreement constitutes the valid and binding obligation of Cloudium, enforceable against Cloudium in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(d) No Conflicting Obligations. As of the date hereof, Cloudium is not a party to, bound by, or subject to any agreement, understanding, commitment, or arrangement (whether written or oral, and whether binding or non-binding) with any Third Party that would prevent, restrict, impair, or otherwise interfere with Cloudium's ability to comply fully with its obligations under this Agreement, including the exclusivity obligations set forth in Section 2.
(e) Termination of Prior Discussions. As of the date hereof, Cloudium has terminated, and has caused each of the Company Representatives to terminate, all existing discussions, negotiations, and communications with any Third Party regarding any Alternative Transaction, and no Company Representative is continuing to engage in any such discussions, negotiations, or communications.
5.2 Representations and Warranties of Solara. Solara hereby represents and warrants to Cloudium as follows:
(a) Organization and Authority. Solara is a limited partnership duly organized and validly existing under the laws of the State of Delaware. Solara, acting through its general partner, Solara Digital GP LLC, a Delaware limited liability company, has full partnership power and authority under the laws of the State of Delaware and its partnership agreement to enter into, execute, deliver, and perform its obligations under this Agreement.
(b) Due Authorization. The execution, delivery, and performance of this Agreement by Solara have been duly authorized by all necessary action on the part of Solara, including any required approvals of Solara Digital GP LLC, as general partner of Solara. No other partnership, corporate, or other proceedings or actions on the part of Solara or its general partner are necessary to authorize the execution, delivery, and performance of this Agreement.
(c) Valid and Binding Obligation. This Agreement constitutes the valid and binding obligation of Solara, enforceable against Solara in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
SECTION 6 — TERM AND TERMINATION
6.1 Term. This Agreement shall become effective as of the date first set forth above (November 15, 2023) and shall remain in full force and effect during the Exclusivity Period (i.e., for a period of forty-five (45) calendar days, expiring at 11:59 p.m. (New York City time) on December 30, 2023), unless earlier terminated as provided in this Section 6 or unless the Exclusivity Period is extended by the mutual written agreement of the Parties in accordance with Section 6.2.
6.2 Extension. The Exclusivity Period may be extended beyond December 30, 2023, for such additional period or periods as the Parties may agree upon, by mutual written agreement executed by authorized representatives of both Solara and Cloudium. Any such extension shall specify the new expiration date of the Exclusivity Period and shall be deemed an amendment to this Agreement for purposes of Section 11.2.
6.3 Termination by Either Party. Either Party may terminate this Agreement upon written notice to the other Party if:
(a) the other Party materially breaches any provision of this Agreement and such breach is not cured within five (5) business days after written notice thereof is delivered to the breaching Party specifying in reasonable detail the nature of such breach; or
(b) the Parties mutually agree in writing to terminate the Exclusivity Period and this Agreement prior to its scheduled expiration.
6.4 Termination by Solara. Solara may terminate this Agreement at any time during the Exclusivity Period by providing written notice to Cloudium if Solara determines, in its sole and absolute discretion, that it does not wish to continue pursuing the Proposed Transaction. Solara shall have no obligation to provide any reason for such termination, and such termination shall not give rise to any liability of Solara to Cloudium.
6.5 Effect of Termination. Upon the termination or expiration of this Agreement (whether upon the expiration of the Exclusivity Period, by mutual agreement, or by the exercise of a termination right set forth in this Section 6):
(a) the obligations of Cloudium under Section 2 (Exclusivity Obligations of Cloudium) shall immediately and automatically cease, and Cloudium and the Company Representatives shall thereafter be free to solicit, negotiate, and enter into any Alternative Transaction without restriction under this Agreement;
(b) the confidentiality obligations set forth in Section 4 of this Agreement and the NDA shall survive the termination or expiration of this Agreement in accordance with their respective terms;
(c) Section 7 (Remedies) shall survive the termination or expiration of this Agreement solely to the extent necessary to address any breach of this Agreement occurring prior to such termination or expiration; and
(d) Sections 8 through 13 (General Provisions) shall survive the termination or expiration of this Agreement.
For the avoidance of doubt, termination of this Agreement shall not relieve any Party of liability for any breach of this Agreement occurring prior to the effective date of such termination.
SECTION 7 — REMEDIES
7.1 Acknowledgment of Irreparable Harm. The Parties acknowledge and agree that the obligations of Cloudium under Section 2 of this Agreement are of a special, unique, and extraordinary character, and that any breach or threatened breach by Cloudium of its obligations under Section 2 would cause Solara irreparable harm for which monetary damages alone would not be an adequate remedy. Cloudium acknowledges that the exclusivity granted hereunder is a material inducement to Solara's willingness to devote substantial time, resources, and expense to the evaluation and negotiation of the Proposed Transaction.
7.2 Specific Performance / Injunctive Relief. In the event of a breach or threatened breach by Cloudium of any of its obligations under Section 2 of this Agreement, Solara shall be entitled to seek equitable relief from any court of competent jurisdiction, including temporary restraining orders, preliminary and permanent injunctive relief, and orders of specific performance, in each case without the necessity of (a) proving actual damages, (b) posting any bond or other security, or (c) establishing the inadequacy of monetary damages as a remedy (which inadequacy is acknowledged by Cloudium pursuant to Section 7.1). Such equitable relief shall be in addition to, and not in lieu of, any other remedies that may be available to Solara at law or in equity, including, without limitation, the right to recover actual damages incurred as a result of such breach.
7.3 No Monetary Damages. Notwithstanding anything in this Agreement to the contrary, in no event shall either Party be liable to the other Party for any consequential, indirect, incidental, punitive, exemplary, or special damages of any kind or nature in connection with this Agreement, whether arising in contract, tort, strict liability, or otherwise, and regardless of whether such damages were foreseeable or whether either Party has been advised of the possibility of such damages. The Parties further acknowledge and agree that this Agreement does not create any binding obligation on the part of either Party to consummate the Proposed Transaction or any other transaction, and neither Party shall be liable to the other Party solely by reason of the failure to reach a definitive agreement for the Proposed Transaction or the failure to consummate the Proposed Transaction for any reason or no reason.
SECTION 8 — NO BINDING OBLIGATION TO TRANSACT
8.1 This Agreement does not constitute, and shall not be deemed or construed as constituting, an agreement, commitment, undertaking, or obligation on the part of either Party (or their respective affiliates, directors, officers, employees, agents, or advisors) to enter into, consummate, or proceed with the Proposed Transaction or any other transaction. The Parties acknowledge that no binding obligation to consummate the Proposed Transaction shall arise unless and until the Parties have negotiated, agreed upon, executed, and delivered a definitive merger agreement or other definitive transaction documentation containing mutually acceptable terms and conditions, and then only in accordance with and subject to the terms and conditions set forth in such definitive documentation.
8.2 Each Party reserves the right, in its sole and absolute discretion, to decline to enter into or consummate the Proposed Transaction for any reason or no reason, and no Party shall have any claim against the other Party (or any of its affiliates, directors, officers, employees, agents, or advisors) solely by reason of such Party's decision not to proceed with the Proposed Transaction. The foregoing reservation is subject only to the exclusivity obligations of Cloudium set forth in Section 2 during the Exclusivity Period and the good-faith negotiation obligations of Solara set forth in Section 3.1 during the Exclusivity Period.
SECTION 9 — GOVERNING LAW AND JURISDICTION
9.1 Governing Law. This Agreement, and all claims, disputes, controversies, and causes of action (whether in contract, tort, or otherwise) arising out of, relating to, or in connection with this Agreement, shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
9.2 Jurisdiction. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (and any appellate courts thereof) for any action, suit, or proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby. In the event that the Court of Chancery of the State of Delaware declines to exercise jurisdiction over any such action, suit, or proceeding, each Party irrevocably and unconditionally submits to the jurisdiction of any federal court of the United States sitting in the State of Delaware (and any appellate courts thereof). Each Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
9.3 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SUIT, OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.3.
SECTION 10 — NOTICES
10.1 All notices, requests, demands, consents, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given and effective: (a) when delivered in person; (b) on the next business day after being sent by a nationally recognized overnight courier service (with proof of delivery); or (c) when sent by electronic mail (with written confirmation of receipt by the addressee, which confirmation may be by electronic mail), in each case addressed as follows:
If to Solara:
Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, Delaware 19801
Attention: Marcus Elliston, Founder & Managing Partner
Email: melliston@solaradigital.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022
Attention: Harrison Wexford
Email: hwexford@calderwoodharkness.com
If to Cloudium:
Cloudium Technologies plc 600 Townsend Street, Suite 800 San Francisco, California 94103
Attention: Nadia Chowdhury, General Counsel
Email: nchowdhury@cloudium.com
with a copy to:
Cloudium Technologies plc 45 Broadwick Street London W1F 0DB United Kingdom
Attention: Douglas Pemberton, Board Chair
Email: dpemberton@cloudium.com
and with a copy (which shall not constitute notice) to:
Ridgeway Phelps & Sato LLP 375 Park Avenue New York, New York 10152
Attention: Catherine Answorth
Email: cansworth@ridgewayphelps.com
Either Party may change its address or contact information for notices by providing written notice to the other Party in accordance with this Section 10.
SECTION 11 — MISCELLANEOUS PROVISIONS
11.1 Entire Agreement. This Agreement, together with the NDA, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, and warranties (whether oral or written) between the Parties relating to the exclusivity arrangements and related matters contemplated by this Agreement. No prior draft of this Agreement shall be used in the interpretation or construction of this Agreement.
11.2 Amendments. This Agreement may not be amended, modified, supplemented, or waived except by an instrument in writing executed by authorized representatives of both Parties. No waiver by either Party of any breach or default of any provision of this Agreement shall be deemed a waiver of any subsequent or other breach or default, and no waiver shall be effective unless made in writing and signed by the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed as a waiver of such Party's right to enforce such provision in the future.
11.3 Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, and any attempted assignment or transfer in violation of this Section 11.3 shall be null and void and of no force or effect; provided, however, that Solara may, without the prior written consent of Cloudium, assign its rights (but not its obligations) under this Agreement to Solara Digital Infrastructure Fund VI LP, or to any other investment vehicle or fund managed by Solara or its affiliates, that is designated as the acquiring entity in the Proposed Transaction, so long as (a) Solara remains fully bound by and liable for its obligations under this Agreement, and (b) Solara provides Cloudium with prompt written notice of any such assignment, including the identity of the assignee.
11.4 No Third-Party Beneficiaries. This Agreement is entered into for the sole and exclusive benefit of the Parties and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Third Party (including any shareholder, employee, creditor, or other person or entity that is not a Party) any legal or equitable right, benefit, remedy, or cause of action of any nature whatsoever under or by reason of this Agreement.
11.5 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. The Parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of the original provision.
11.6 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile, portable document format (.pdf), or other electronic means (including by Brightwater Software or similar electronic signature platform) shall be effective as delivery of an original executed counterpart and shall have the same legal validity and enforceability as a manually executed original.
11.7 Expenses. Except as otherwise expressly provided herein or in any definitive agreement for the Proposed Transaction, each Party shall bear and be solely responsible for its own costs and expenses (including fees and disbursements of legal counsel, financial advisors, accountants, and other advisors and consultants) incurred in connection with the negotiation, execution, and performance of this Agreement and the evaluation and negotiation of the Proposed Transaction.
SECTION 12 — RELATIONSHIP TO PROPOSED TRANSACTION
12.1 For the avoidance of doubt, the terms and conditions governing the Proposed Transaction, if any, shall be set forth exclusively in the definitive merger agreement (or other definitive transaction documentation) and any ancillary agreements to be negotiated during or following the Exclusivity Period. This Agreement addresses solely the Parties' exclusivity and related obligations during the Exclusivity Period and does not address, determine, establish, or constrain the economic terms, structure, conditions, or mechanics of the Proposed Transaction, including, without limitation:
(a) the per-share merger consideration or aggregate transaction value;
(b) the representations and warranties to be made by either Party in the definitive agreement;
(c) the indemnification, escrow, or other security mechanics;
(d) the conditions precedent to closing (including regulatory approvals, shareholder approvals, and financing conditions);
(e) the termination provisions and any associated termination or break-up fees; or
(f) any other economic, legal, structural, or operational terms of the Proposed Transaction.
12.2 Cloudium acknowledges that Solara's preliminary Indication of Interest, dated October 30, 2023, contemplated a proposed acquisition price range of $34.00 to $37.50 per share of Cloudium common stock. The Parties acknowledge and agree that the final terms of the Proposed Transaction, if any, including the per-share merger consideration, will be subject to and contingent upon (a) the completion of Solara's due diligence review of Cloudium and its subsidiaries, (b) the negotiation, agreement, and execution of definitive transaction documentation on mutually acceptable terms, (c) the receipt of committed financing on terms satisfactory to Solara, and (d) approval by the respective governing bodies of the Parties (including, in the case of Cloudium, the approval of the Board and, to the extent required, the shareholders of Cloudium). The Indication of Interest shall not be construed as a binding offer, commitment, or obligation of Solara to acquire Cloudium at any particular price or on any particular terms.
SECTION 13 — RELATIONSHIP TO NDA
13.1 The NDA, dated as of September 5, 2023, shall remain in full force and effect in accordance with its terms, and nothing in this Agreement shall be construed to amend, modify, supplement, supersede, waive, or otherwise alter any provision of the NDA, including, without limitation, the standstill provisions, the non-solicitation of employees provisions, and the return and/or destruction of materials provisions contained therein. The Parties' respective rights and obligations under the NDA shall continue independently of, and in addition to, their rights and obligations under this Agreement.
13.2 In the event of any conflict or inconsistency between the terms of this Agreement and the terms of the NDA, (a) the terms of the NDA shall govern and control with respect to the treatment, use, and disclosure of Confidential Information (as defined in the NDA), and (b) the terms of this Agreement shall govern and control with respect to the exclusivity obligations of Cloudium and the other matters expressly addressed in this Agreement. The Parties shall interpret this Agreement and the NDA in a manner that gives full effect to both agreements to the greatest extent possible.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have caused this Exclusivity Agreement to be executed and delivered by their respective duly authorized representatives as of the date first set forth above.
SOLARA DIGITAL INFRASTRUCTURE LP
By: Solara Digital GP LLC, its general partner
By: ________
Name: Marcus Elliston
Title: Managing Partner
Date: November 15, 2023
CLOUDIUM TECHNOLOGIES PLC
By: ________
Name: Jonathan Hargrove
Title: Chief Executive Officer
Date: November 15, 2023
By: ________
Name: Douglas Pemberton
Title: Chairman of the Board of Directors
Date: November 15, 2023
Signature Page to Exclusivity Agreement

EXCLUSIVITY AGREEMENT

SOLARA DIGITAL INFRASTRUCTURE LP

CLOUDIUM TECHNOLOGIES PLC

RECITALS

SOLARA DIGITAL INFRASTRUCTURE LP

CLOUDIUM TECHNOLOGIES PLC

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