1041-00003 · Solara Digital Infrastructure LP · R&W Insurance

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CONFIDENTIAL

PEREGRINE ADVISORY GROUP LLC 1166 Avenue of the Americas New York, NY 10036 Tel: (212) 554-7800

Fax: (212) 554-7801

www.peregrineadvisory.com

January 10, 2024

VIA EMAIL AND OVERNIGHT COURIER

Solara Digital Infrastructure LP

Attn: Marcus Elliston, Founder & Managing Partner

and Priya Narasimhan, Co-Managing Partner & Chief Investment Officer 1200 Market Street, Suite 3400 Wilmington, DE 19801

Copy to:

Calderwood & Harkness LLP

Attn: Harrison Wexford, Responsible Partner, Mergers & Acquisitions

599 Lexington Avenue New York, NY 10022

Re: Engagement of Peregrine Advisory Group LLC as Representation and Warranty Insurance Broker in Connection with the Acquisition of Cloudium Technologies plc (Nasdaq: CLDM) by Solara Digital Infrastructure Fund VI LP

Dear Mr. Elliston and Ms. Narasimhan:

We are pleased to confirm the engagement of Peregrine Advisory Group LLC as the exclusive representation and warranty insurance broker for Solara Digital Infrastructure LP and Solara Digital Infrastructure Fund VI LP in connection with the proposed acquisition of Cloudium Technologies plc, as more fully described herein. This engagement letter (this "Engagement Letter") sets forth the terms and conditions upon which Peregrine will provide brokerage services in connection with the placement of a buyer-side representation and warranty insurance policy for the Transaction (as defined below). We appreciate the confidence you have placed in our firm and look forward to working closely with the Solara deal team and Calderwood & Harkness LLP to deliver a comprehensive and cost-effective R&W insurance solution for this important transaction.

The following sets forth the terms of our engagement:

1. ENGAGEMENT AND SCOPE OF SERVICES

1.1 Retention. Peregrine Advisory Group LLC ("Peregrine," the "Broker," or "we") is hereby engaged by Solara Digital Infrastructure LP ("Solara" or the "Client"), on behalf of itself and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI"), to act as the exclusive insurance broker for the placement of a buyer-side representation and warranty insurance policy ("R&W Insurance" or "R&WI") in connection with the proposed acquisition (the "Transaction") of Cloudium Technologies plc ("Cloudium" or the "Target"), a public limited company incorporated under the laws of England and Wales, with registered Company No. 09734521, and listed on the Nasdaq Global Select Market under the ticker symbol "CLDM."

The Transaction involves a reverse triangular merger to be effected pursuant to the Delaware General Corporation Law (the "DGCL"), pursuant to which Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Fund VI ("Merger Sub"), will merge with and into Cloudium (the "Merger"), with Cloudium surviving the Merger as a wholly owned subsidiary of Fund VI. The total enterprise value and aggregate deal value attributable to the Transaction is approximately Six Billion Eight Hundred Million Dollars ($6,800,000,000) (the "Deal Value").

This engagement is effective as of January 10, 2024 (the "Effective Date"), and shall continue in accordance with the terms set forth in Section 7 hereof.

1.2 Scope of Brokerage Services

In connection with the Transaction, Peregrine will provide the following brokerage and advisory services to the Client (collectively, the "Services"):

(a) Insurance Needs Assessment and Structuring Advice. Peregrine will conduct a thorough assessment of the Client's R&W insurance needs in the context of the Transaction, taking into account the structure, size, and complexity of the Transaction, the nature and quality of the Target's business, the anticipated terms of the definitive merger agreement (the "Merger Agreement"), and the risk profile of the seller's representations and warranties. Based on this assessment, Peregrine will provide structuring advice to the Client regarding optimal policy terms, including recommended policy limits, retention levels, retention drop-down mechanics, coverage scope, and the overall architecture of the R&W insurance program.

(b) Preparation and Distribution of Submission Materials. Peregrine will prepare a comprehensive submission package for distribution to qualified R&W insurance carriers (each, a "Carrier"). The submission package will include, among other materials, a transaction summary, a description of the Client's desired coverage parameters, access credentials or links to the virtual data room maintained in connection with the Transaction, a summary of the due diligence conducted by the Client's legal counsel and financial advisors, and such other information as the Carriers may reasonably require to evaluate the risk and provide non-binding indications of terms and pricing.

(c) Coordination of the Underwriting Process. Peregrine will coordinate and manage the underwriting process on behalf of the Client. This includes scheduling and facilitating underwriting calls and meetings between the selected Carrier(s), the Client's deal team (including representatives of Solara and Fund VI), and the Client's legal counsel, Calderwood & Harkness LLP. Peregrine will serve as the primary point of contact between the Client and the Carrier(s) throughout the underwriting process and will ensure that underwriting requests for information are promptly communicated to the appropriate members of the Client's advisory team.

(d) Solicitation, Evaluation, and Comparison of Non-Binding Indications. Peregrine will solicit non-binding indications of terms and pricing ("NBIs") from qualified Carriers and will prepare a detailed comparison and analysis of the NBIs received, highlighting key differences in coverage terms, exclusions, premium, retention structure, and other material provisions. Peregrine will present the NBI comparison to the Client and provide its recommendation regarding the selection of a primary Carrier (and, if applicable, any excess or co-insurance Carriers).

(e) Negotiation of Policy Terms. Following the Client's selection of a preferred Carrier, Peregrine will lead the negotiation of the R&W insurance policy terms on behalf of the Client, including negotiation of representations and warranties coverage scope, policy exclusions (including any deal-specific exclusions), premium and premium payment terms, retention structure and retention drop-down mechanics, subrogation provisions, the no-claims declaration, and all other material policy terms and conditions. Peregrine will coordinate closely with Calderwood & Harkness LLP throughout the negotiation process to ensure that the policy terms are consistent with and complementary to the indemnification, escrow, and survival provisions of the Merger Agreement.

(f) Alignment with Merger Agreement Provisions. Peregrine will work in coordination with the Client's counsel, Calderwood & Harkness LLP, to ensure that the R&WI policy is appropriately aligned with the indemnification provisions, escrow mechanics, survival periods, and other relevant provisions of the Merger Agreement. This includes, without limitation, ensuring that the retention structure of the R&WI policy is consistent with the escrow amount and escrow release schedule, that the policy survival period is consistent with the representation survival period under the Merger Agreement, and that the subrogation and assignment provisions of the policy are compatible with the Merger Agreement.

(g) Policy Binding and Delivery. Peregrine will facilitate the binding of the R&W insurance policy, including the execution of a binder agreement with the selected Carrier, and will coordinate the delivery of the final executed R&WI policy at or prior to the closing of the Transaction (the "Closing"). Peregrine will ensure that the Client receives all policy documentation, including the policy itself, any endorsements, and the premium invoice, in a timely manner.

(h) Post-Binding and Post-Closing Support. Following the binding and issuance of the R&WI policy, Peregrine will provide ongoing support to the Client in connection with the administration of the policy. This includes assistance with any future claims submissions under the policy, liaison with the Carrier's claims department, review of any coverage or claim-related correspondence from the Carrier, and general advisory support with respect to the R&WI policy through the expiration of the policy period (including any extended discovery or reporting period).

1.3 Exclusive Broker

Peregrine shall serve as the Client's exclusive R&W insurance broker in connection with the Transaction. The Client agrees that, during the term of this Engagement Letter, it shall not engage, retain, or otherwise utilize the services of any other insurance broker, intermediary, or placement agent for the purpose of placing R&W insurance or any other form of transactional risk insurance in connection with the Transaction, without the prior written consent of Peregrine. The Client acknowledges that Peregrine's ability to effectively negotiate on the Client's behalf and secure favorable terms from Carriers is dependent upon the Client's commitment to exclusivity, and that the solicitation of competing proposals through other brokers may undermine Peregrine's positioning and leverage in the marketplace.

2. TRANSACTION SUMMARY

For purposes of the R&WI placement, the following is a summary of the key terms and details of the Transaction, as currently understood by Peregrine based on information provided by the Client and its advisors. This summary is provided for reference purposes and to facilitate the preparation of submission materials for the underwriting process. Peregrine understands that certain terms remain subject to finalization and that the definitive Merger Agreement has not yet been executed as of the date hereof.

Target. The Target is Cloudium Technologies plc, a public limited company incorporated and registered in England and Wales under Company No. 09734521, with its registered office located at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its United States headquarters located at 600 Townsend Street, Suite 800, San Francisco, California 94103. Cloudium is listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." Cloudium is a cloud-based enterprise software company that provides cloud-native enterprise resource planning ("ERP"), customer relationship management ("CRM"), and business-intelligence software-as-a-service ("SaaS") solutions to mid-market and enterprise customers globally.

Buyer. The buyer is Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (vintage 2022, with approximately $12.4 billion in committed capital), acting through its wholly owned acquisition subsidiary, Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub"). Fund VI is managed by Solara Digital Infrastructure LP, a Delaware limited partnership.

Transaction Structure. The Transaction is structured as a reverse triangular merger under the DGCL. Merger Sub will merge with and into Cloudium, with Cloudium surviving the Merger as a wholly owned subsidiary of Fund VI. Upon consummation of the Merger, each outstanding share of Cloudium common stock (other than shares held by the rollover equity participants described below, dissenting shares, and treasury shares) will be converted into the right to receive the per-share merger consideration in cash.

Deal Value and Per-Share Consideration. The aggregate deal value is approximately $6,800,000,000. Based on approximately 184,200,000 shares of Cloudium common stock outstanding as of the date hereof, the per-share merger consideration is approximately $36.92 per share.

Financial Summary of the Target. Cloudium's key financial metrics for the most recently available periods are as follows:

Rollover Equity Participants. The Transaction includes rollover equity commitments from the following participants:

(i) Jonathan Hargrove, Chief Executive Officer of Cloudium, who will roll over approximately $142,814,544, representing approximately 50% of his 4.2% equity stake in Cloudium; and

(ii) Pinnacle Growth Ventures LLC, a significant shareholder of Cloudium, which will roll over approximately $473,241,408, representing approximately 60% of its 11.6% equity stake in Cloudium.

The total rollover equity is approximately $616,055,952.

Anticipated Merger Agreement Indemnification and Escrow Terms. The Merger Agreement is anticipated to include the following indemnification-related provisions, which are relevant to the structuring of the R&WI policy:

• Seller representations and warranties with an eighteen (18)-month survival period from the Closing;

• An indemnification cap of 15% of the Deal Value, equal to $1,020,000,000;

• An indemnification escrow of 8% of the Deal Value, equal to $544,000,000, to be held by Cobalt Trust Company, N.A. (the "Escrow Agent") pursuant to a customary escrow agreement;

• A tipping basket of 0.75% of the Deal Value, equal to $51,000,000, such that once aggregate indemnifiable losses exceed the tipping basket threshold, the seller shall be liable for all indemnifiable losses from the first dollar, subject to the indemnification cap;

• A de minimis claim threshold of $500,000, such that individual claims for indemnifiable losses of less than $500,000 shall not count toward the tipping basket or be independently recoverable.

Key Transaction Advisors. The following advisors are involved in the Transaction:

Target's Subsidiaries. Cloudium operates through the following material subsidiaries:

• Cloudium Technologies UK Ltd. (Company No. 11287456), a private limited company incorporated in England and Wales, with approximately 1,200 employees and revenue of approximately £312,000,000 for the most recently reported period;

• Cloudium Technologies India Pvt. Ltd., a private limited company incorporated in India, with approximately 2,400 employees and serving as the Target's primary offshore development and support center; and

• Cloudium Solutions GmbH, a limited liability company organized under the laws of the Federal Republic of Germany, with approximately 400 employees, serving the Target's DACH-region customer base.

The Target employs approximately 6,800 individuals globally across all entities.

Existing Indebtedness. Cloudium has existing indebtedness of approximately $820,000,000, consisting of a $620,000,000 term loan facility and a $200,000,000 drawn revolving credit facility, each under a credit agreement dated March 15, 2021, with Atlas Commercial Lending Corp., as administrative agent. It is anticipated that all existing indebtedness of the Target will be repaid in full at Closing.

3. TARGET R&W INSURANCE PARAMETERS

Based on discussions with the Client and its legal counsel, the following are the target parameters for the R&W insurance placement in connection with the Transaction. These parameters represent the Client's objectives and preferences, and Peregrine will use commercially reasonable efforts to secure a policy consistent with these parameters, subject to market conditions, Carrier appetite, and the outcome of the underwriting process.

3.1 Policy Type

The Client seeks a buyer-side representation and warranty insurance policy. A buyer-side policy provides coverage directly to the buyer (Fund VI, as the surviving entity post-Merger) for losses arising from breaches of the seller's representations and warranties in the Merger Agreement, subject to the terms, conditions, exclusions, and limitations of the policy. A buyer-side policy is the market-standard structure for R&WI in private equity-sponsored transactions and is the appropriate structure given the Client's objectives and the anticipated terms of the Merger Agreement.

3.2 Desired Policy Limit

The Client's target policy limit is $680,000,000, which represents approximately 10% of the $6,800,000,000 Deal Value. This limit is consistent with market practice for transactions of this size and reflects the Client's assessment of the appropriate level of R&WI coverage given the nature, size, and complexity of the Transaction, the quality and scope of the due diligence conducted, the anticipated indemnification and escrow terms of the Merger Agreement, and the risk profile of the Target's business and operations.

Peregrine notes that, depending on Carrier appetite and market conditions, the policy limit may be placed on a single-Carrier basis or, if necessary, on a layered basis with a primary Carrier and one or more excess Carriers. Peregrine will discuss the optimal placement structure with the Client as the underwriting process progresses.

3.3 Retention. The Client's target retention (i.e., the self-insured amount below which losses are borne by the Client and are not covered by the R&WI policy) is $544,000,000, which is equal to the anticipated escrow amount (8% of the Deal Value). The retention structure is designed to align with the escrow mechanics under the Merger Agreement, such that the R&WI policy provides first-dollar coverage for losses in excess of the retention/escrow threshold. In other words, the Client's first recourse for indemnifiable losses is to the escrow funds held by Cobalt Trust Company, N.A. and to direct indemnification from the rollover equity participants (up to the indemnification cap), with the R&WI policy providing coverage for amounts above the retention.

The Client further requests that the policy include a retention drop-down feature, pursuant to which the retention will decrease by 50% (from $544,000,000 to $272,000,000) at twelve (12) months following the Closing, provided that no claims have been made or are pending under the policy at that time. This retention drop-down is intended to align with the anticipated first escrow release date under the Merger Agreement and to provide the Client with enhanced protection during the second half of the representation survival period, when the escrow will have been partially released.

3.4 Coverage Scope

The R&WI policy is intended to cover losses arising from breaches of the seller's representations and warranties as anticipated to be set forth in Article IV of the Merger Agreement. Coverage will be structured as excess coverage sitting above the indemnity escrow and direct indemnification obligations of the rollover equity participants. Specifically, the Client's intended coverage architecture is as follows:

(i) First Layer (Retention / Escrow): Losses up to $544,000,000 are borne by the Client through the escrow and direct indemnification from the rollover equity participants, subject to the terms of the Merger Agreement.

(ii) Second Layer (R&WI Policy): Losses in excess of the retention (i.e., in excess of $544,000,000) are covered by the R&WI policy, up to the policy limit of $680,000,000.

The total combined protection (retention plus R&WI policy limit) is therefore $1,224,000,000, which represents approximately 18% of the Deal Value.

3.5 Key Policy Features Requested

In addition to the parameters set forth above, the Client has identified the following key features and provisions that it desires to be included in the R&WI policy:

(a) Known-Loss Exclusion. The policy will include a standard known-loss exclusion, excluding coverage for any loss arising from a matter actually known to the Client's deal team as of the date of the policy inception. The Client expects that the known-loss exclusion will be limited to the actual knowledge of a defined group of individuals within the Solara deal team, consistent with market practice.

(b) Subrogation. The Client requests a waiver of the Carrier's subrogation rights against Cloudium and its current and former officers, directors, and employees, except in cases of fraud. This waiver is critical to preserving the post-Closing business relationships and management continuity at the Target, particularly given the rollover equity commitments of Jonathan Hargrove (CEO) and Pinnacle Growth Ventures LLC.

(c) No-Claims Declaration. A no-claims declaration shall be delivered by the Client at or immediately prior to Closing, confirming that the Client is not aware of any facts or circumstances that would reasonably be expected to give rise to a claim under the policy. The form and substance of the no-claims declaration will be negotiated with the Carrier during the policy negotiation process.

(d) Policy Period and discovery Tail. The R&WI policy shall remain in force for the duration of the representation survival period under the Merger Agreement (anticipated to be eighteen (18) months from the Closing), plus a reasonable discovery and reporting tail period (typically twelve (12) to twenty-four (24) months) during which the Client may submit claims for losses discovered during the policy period.

(e) Premium Budget. The Client's target premium rate is approximately 2.0% of the policy limit, yielding an estimated premium of approximately $13,600,000 (based on a $680,000,000 policy limit). Peregrine will use commercially reasonable efforts to negotiate a premium at or below this target rate, though the actual premium will depend on the Carrier's assessment of the risk, the scope and quality of the due diligence, and prevailing market conditions.

4. UNDERWRITING PROCESS AND TIMELINE

4.1 Anticipated Timeline

Given the anticipated signing date for the Merger Agreement (approximately January 22, 2024), the underwriting process will proceed on an expedited basis. Peregrine proposes the following timeline for the R&WI placement process, which is subject to adjustment based on the availability of underwriting materials and the responsiveness of the selected Carrier(s):

Peregrine notes that the foregoing timeline is aggressive, particularly given the size and complexity of the Transaction and the cross-border elements involved. Peregrine will work diligently to keep the process on track and will communicate promptly with the Client and Calderwood & Harkness LLP regarding any developments that may affect the timeline.

4.2 Underwriting Materials

Peregrine will coordinate with Calderwood & Harkness LLP (Andrew Fitzpatrick, working associate) and Glenmore Thornton LLP for the assembly and transmission of underwriting materials to the selected Carrier(s). The underwriting package is expected to include the following materials, among others:

(a) A comprehensive due diligence summary memorandum prepared by Calderwood & Harkness LLP, dated January 5, 2024, summarizing the legal, regulatory, intellectual property, employment, commercial, and other due diligence conducted in connection with the Transaction;

(b) Access to the Cloudium virtual data room, which was originally opened on September 18, 2023, and which contains the Target's corporate, financial, legal, regulatory, operational, and other documentation;

(c) The draft or near-final form of the Merger Agreement, including all representations and warranties (including the disclosure schedules), indemnification provisions, escrow mechanics, closing conditions, and covenants;

(d) Financial due diligence reports and a quality-of-earnings analysis prepared by Glenmore Thornton LLP (Vanessa Liu, financial due diligence lead);

(e) Tax structuring memoranda prepared by Calderwood & Harkness LLP (Leonard Cross, tax partner) and Glenmore Thornton LLP (Richard Okamura, transaction tax) addressing the U.S., UK, Indian, and German tax implications of the Transaction structure;

(f) intellectual property and technology due diligence summaries, including analysis of the Target's proprietary software platform, patent portfolio, open-source software usage, and key technology licenses (including the Helix Data Systems GmbH technology license);

(g) Regulatory and government contracts due diligence summaries, including analysis of the Target's compliance with applicable data privacy and cybersecurity regulations (GDPR, CCPA, and sector-specific requirements), the Target's U.S. government contracts (including the Aegis Federal Solutions Inc. contract, representing approximately $84,000,000 in ARR), and any change-of-control consent or notification requirements arising from the Transaction;

(h) UK employment and TUPE (Transfer of Undertakings (Protection of Employment) Regulations 2006) analysis for Cloudium Technologies UK Ltd., prepared by Calderwood & Harkness LLP or local UK counsel;

(i) Any issue-specific diligence memoranda, including analyses of change-of-control provisions in the Target's material contracts, customer concentration risk, litigation and claims history, environmental matters, and any other matters identified during the due diligence process as requiring specific attention in the underwriting context.

Peregrine will work with Calderwood & Harkness LLP to ensure that the underwriting package is comprehensive, well-organized, and presented in a manner that facilitates efficient underwriting by the Carrier(s).

4.3 Carrier Selection

Peregrine will approach a select group of experienced transactional risk insurance Carriers that have demonstrated the capacity, appetite, and expertise to underwrite a transaction of this size, complexity, and profile. Key criteria for Carrier selection include:

• Sufficient single-policy capacity to underwrite the full $680,000,000 policy limit (or, alternatively, the ability to serve as lead Carrier on a layered placement);

• Demonstrated experience with large-cap transactions (Deal Value in excess of $5 billion) and with cross-border transactions involving Nasdaq-listed, UK-incorporated targets;

• Sector expertise in the SaaS, enterprise software, and technology M&A space;

• Competitive pricing and a track record of reasonable exclusion negotiations;

• Claims-paying ability and financial strength (minimum A.M. Best rating of "A" (Excellent) or equivalent).

Preferred Carrier. Based on Peregrine's assessment of the current transactional risk insurance market and our prior experience with transactions of comparable size and sector profile, our preferred Carrier for this placement is:

Northfield Assurance Ltd. 30 St Mary Axe London EC3A 8BF United Kingdom

Attention: Patrick Graves, Senior Vice President, Transactional Risk

Northfield Assurance Ltd. is recognized as one of the leading transactional risk insurance Carriers globally, with significant capacity and extensive experience in technology M&A transactional risk placements. We believe Northfield is well-positioned to underwrite this risk on a single-Carrier basis and to offer competitive terms and pricing.

Peregrine may approach additional Carriers for competitive indications, subject to the Client's prior written approval. Any additional Carrier outreach will be conducted in accordance with the submission protocol and confidentiality protections described in Attachment C hereto.

5. COMPENSATION

5.1 Broker Fee

In consideration of the Services to be provided hereunder, Peregrine shall receive a broker fee of Six Hundred Eighty Thousand Dollars ($680,000) (the "Broker Fee") in connection with the successful placement of the R&W insurance policy for the Transaction. The Broker Fee shall be payable by the Client (Solara Digital Infrastructure LP, on behalf of Fund VI) and shall not be contingent upon the closing of the Transaction, subject to the provisions of Section 7 regarding termination.

The Broker Fee shall be earned upon binding of the R&W insurance policy (i.e., upon the execution of a binder agreement between the Client and the selected Carrier) and shall be payable within thirty (30) days of the binding date. Peregrine will issue an invoice to the Client promptly following the binding of the policy.

The Broker Fee is in addition to, and separate from, the R&WI policy premium payable by the Client to the Carrier, as described in Section 5.2 below.

5.2 Carrier Premium

The R&W insurance policy premium (estimated at approximately $13,600,000, based on a target premium rate of 2.0% applied to the $680,000,000 policy limit) shall be payable directly by the Client to the Carrier in accordance with the premium payment terms set forth in the policy. The actual premium amount will be determined through the underwriting and negotiation process and may vary from the estimated amount set forth herein depending on the Carrier's assessment of the risk, the scope and quality of the due diligence, the final policy terms and exclusions, and prevailing market conditions.

Peregrine shall not receive any portion of the Carrier premium as compensation for its services. Peregrine's sole compensation in connection with this engagement is the Broker Fee specified in Section 5.1 above. However, the Client acknowledges that it is customary in the transactional risk insurance market for Carriers to pay brokers a commission from the policy premium. If the selected Carrier pays Peregrine a commission from the premium in connection with the placement of the R&WI policy, Peregrine shall (i) promptly disclose the amount of any such commission to the Client in writing, and (ii) credit the full amount of any such commission against the Broker Fee, such that the total compensation received by Peregrine (Broker Fee plus any Carrier commission) does not exceed the Broker Fee amount of $680,000.

5.3 Expenses. Reasonable out-of-pocket expenses incurred by Peregrine in connection with the performance of the Services under this Engagement Letter, including but not limited to travel expenses, document production and reproduction costs, courier and delivery charges, and telecommunications charges, shall be reimbursed by the Client upon presentation of reasonable documentation supporting such expenses. Out-of-pocket expenses shall be subject to a cumulative cap of Fifteen Thousand Dollars ($15,000) without the prior written approval of the Client. Any expenses in excess of such cap shall require the Client's prior written consent before they are incurred.

6. DUTIES AND STANDARD OF CARE

6.1 Professional Standard

Peregrine shall perform the Services hereunder in a professional, diligent, and competent manner, consistent with the standard of care customarily exercised by experienced insurance brokers specializing in transactional risk insurance in the United States. Peregrine represents that it has the expertise, qualifications, and resources necessary to perform the Services contemplated by this Engagement Letter and that the individuals assigned to this engagement possess significant experience in the placement of R&W insurance for large-cap, cross-border mergers and acquisitions transactions.

6.2 Carrier Relationship

The Client acknowledges and agrees that Peregrine acts solely as broker and agent for the Client in connection with the placement of the R&WI policy, and not as an agent, representative, or fiduciary of any insurance Carrier. Peregrine does not guarantee the financial solvency, creditworthiness, or claims-paying ability of any Carrier, and the Client is solely responsible for evaluating the financial strength and reliability of any Carrier from which it elects to purchase R&W insurance.

The Client further acknowledges that the R&WI policy will be issued by the Carrier directly, and that the Carrier (and not Peregrine) is solely responsible for all obligations arising under the policy, including without limitation the obligation to pay claims, the determination of coverage, and the administration of the claims process. Peregrine shall have no liability to the Client for any failure by a Carrier to honor its obligations under the R&WI policy.

6.3 Confidentiality. Peregrine shall maintain the confidentiality of all non-public, proprietary, and confidential information provided by the Client, Calderwood & Harkness LLP, Glenmore Thornton LLP, Osprey Bancroft & Co., and their respective advisors and representatives in connection with this engagement (collectively, "Confidential Information"). Peregrine shall not disclose Confidential Information to any third party, except as follows:

(a) Disclosures to prospective Carriers as necessary for the underwriting process, provided that such disclosures are made subject to appropriate confidentiality protections (including, without limitation, the execution by each prospective Carrier of a confidentiality agreement or submission protocol in the form attached hereto as Attachment C, or in such other form as may be acceptable to the Client);

(b) Disclosures to Peregrine's officers, employees, and professional advisors who have a need to know the Confidential Information in connection with the performance of the Services and who are bound by obligations of confidentiality;

(c) Disclosures required by applicable law, regulation, or court order, provided that Peregrine shall, to the extent permitted by law, provide the Client with prompt written notice of any such required disclosure and cooperate with the Client in seeking to limit the scope of such disclosure.

Peregrine shall execute and comply with any confidentiality or non-disclosure agreements required by the Client, the Target, or any other party in connection with Peregrine's access to the virtual data room, due diligence materials, or other Confidential Information relating to the Transaction.

The obligations of confidentiality set forth in this Section 6.3 shall survive the termination or expiration of this Engagement Letter.

7. TERM AND TERMINATION

7.1 Effective Date

This Engagement Letter is effective as of January 10, 2024.

7.2 Term. This engagement shall continue until the earliest to occur of: (a) the issuance of the final R&W insurance policy and the completion of Peregrine's post-closing support obligations as contemplated by Section 1.2(h); (b) the termination or abandonment of the Transaction (including, without limitation, the termination of the Merger Agreement for any reason, whether by mutual consent of the parties thereto, by the exercise of a termination right, or otherwise); or (c) the written termination of this Engagement Letter by either party upon not less than ten (10) days' prior written notice to the other party delivered in accordance with Section 11.1.

7.3 Survival. The following provisions of this Engagement Letter shall survive the termination or expiration hereof: Section 6.3 (Confidentiality), Section 8 (Limitation of Liability), Section 9 (Conflicts of Interest), and Section 10 (Governing Law and Dispute Resolution).

7.4 Effect of Termination

If this engagement is terminated prior to the binding of the R&W insurance policy (whether pursuant to Section 7.2(b) or Section 7.2(c)), no Broker Fee shall be due or payable to Peregrine. In such event, the Client shall reimburse Peregrine for any pre-approved, reasonable out-of-pocket expenses incurred by Peregrine prior to the effective date of termination, subject to the expense cap set forth in Section 5.3 and upon presentation of reasonable documentation supporting such expenses.

If the R&W insurance policy has been bound (i.e., a binder agreement has been executed between the Client and the Carrier) and the Transaction subsequently does not close for any reason (including, without limitation, a failure to satisfy closing conditions, the exercise of a termination right under the Merger Agreement, or regulatory disapproval), the Broker Fee shall remain earned and payable in accordance with Section 5.1. Peregrine acknowledges that the Client may, in its sole discretion, elect to cancel the R&WI policy in the event the Transaction does not close, and Peregrine shall reasonably cooperate with the Client in connection with any such cancellation, including the pursuit of any premium refund that may be available from the Carrier.

8. LIMITATION OF LIABILITY

Peregrine's aggregate liability to the Client and its affiliates (including, without limitation, Fund VI and Merger Sub) arising out of or relating to this Engagement Letter, the Services, or Peregrine's performance or non-performance hereunder, whether based in contract, tort (including negligence), strict liability, or any other theory of liability, shall not exceed the Broker Fee of Six Hundred Eighty Thousand Dollars ($680,000).

In no event shall Peregrine be liable to the Client or any of its affiliates for any indirect, incidental, consequential, special, exemplary, or punitive damages, including without limitation lost profits, lost revenues, diminution in value, loss of business opportunity, or damage to reputation, arising out of or relating to this Engagement Letter or the Services, regardless of whether such damages were foreseeable or whether Peregrine was advised of the possibility of such damages.

Notwithstanding the foregoing, the limitations of liability set forth in this Section 8 shall not apply in cases of gross negligence, willful misconduct, or fraud by Peregrine, its officers, directors, employees, or agents.

The Client acknowledges that the limitations of liability set forth in this Section 8 are a material inducement for Peregrine to enter into this Engagement Letter and to provide the Services on the terms set forth herein, and that the Broker Fee has been set in reliance upon such limitations.

9. CONFLICTS OF INTEREST

Peregrine represents and warrants that, as of the date hereof, it has no material conflict of interest in connection with this engagement that would impair its ability to perform the Services on behalf of the Client in a professional and objective manner.

Peregrine discloses that, in the ordinary course of its business as a transactional risk insurance broker, it maintains ongoing business relationships with multiple transactional risk insurance Carriers, including Northfield Assurance Ltd., and other Carriers that may be approached in connection with this placement. Peregrine may receive commissions, placement fees, or other forms of compensation from Carriers in connection with the placement of insurance policies. Any such commission or other compensation received by Peregrine from a Carrier in connection with this engagement shall be promptly disclosed to the Client in writing and shall be credited against the Broker Fee in accordance with Section 5.2 of this Engagement Letter.

Peregrine further confirms that it is not currently representing, advising, or acting as broker for any party adverse to Solara, Fund VI, Merger Sub, or Cloudium in any pending or contemplated transaction. If Peregrine becomes aware of any potential conflict of interest during the term of this engagement, Peregrine shall promptly notify the Client in writing and shall take such steps as may be reasonably necessary to address or mitigate such conflict, including, if the Client so requests, withdrawing from the engagement.

10. GOVERNING LAW AND DISPUTE RESOLUTION

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

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the Services, or the breach, termination, or validity hereof, shall be resolved by final and binding arbitration in the City of New York, State of New York, administered by the American Arbitration Association (the "AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA's rules, who shall have experience in insurance brokerage or transactional risk insurance matters. The arbitrator's award shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines that the circumstances warrant an award of costs and fees to the prevailing party.

Notwithstanding the foregoing, nothing in this Section 10 shall prevent either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its confidential information or to enforce the confidentiality obligations set forth in Section 6.3.

11. MISCELLANEOUS

11.1 Notices. All notices, requests, demands, and other communications required or permitted under this Engagement Letter shall be in writing and shall be deemed to have been duly given when delivered personally, when sent by email (with confirmation of receipt), or one (1) business day after deposit with a nationally recognized overnight courier service, addressed as follows:

If to Peregrine:

Peregrine Advisory Group LLC 1166 Avenue of the Americas New York, NY 10036

Attention: Timothy Gallagher, Managing Director and Lead Broker

Email: tgallagher@peregrineadvisory.com

If to Client:

Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 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, NY 10022

Attention: Harrison Wexford, Responsible Partner, Mergers & Acquisitions

Email: hwexford@calderwoodharkness.com

Either party may change its address for purposes of this Section 11.1 by giving written notice of such change to the other party in accordance with this Section.

11.2 Assignment. This Engagement Letter may not be assigned by either party without the prior written consent of the other party; provided, however, that the Client may assign its rights and obligations hereunder to Fund VI or any affiliate of Solara or Fund VI without the prior consent of Peregrine. Any purported assignment in violation of this Section 11.2 shall be null and void.

11.3 Entire Agreement

This Engagement Letter, together with the attachments and exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, and agreements, whether written or oral, between the parties relating to the subject matter hereof.

11.4 Amendments. This Engagement Letter may not be amended, modified, or supplemented except by a written instrument duly executed by both parties.

11.5 Counterparts. This Engagement Letter may be executed in one or more counterparts, including by electronic signature (including Brightwater Software or similar platform), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

We are excited about the opportunity to work with the Solara team and Calderwood & Harkness LLP on this significant transaction. Please do not hesitate to contact me directly at (212) 554-7812 or tgallagher@peregrineadvisory.com with any questions regarding the terms of this engagement or the R&WI placement process. If the foregoing accurately reflects our mutual understanding, please execute this Engagement Letter in the space provided below and return a signed copy to our attention at your earliest convenience.

Very truly yours,

PEREGRINE ADVISORY GROUP LLC

By: ________

Name: Timothy Gallagher

Title: Managing Director and Lead Broker

Date: January 10, 2024

ACKNOWLEDGED AND AGREED:

SOLARA DIGITAL INFRASTRUCTURE LP

By: Solara Digital GP LLC, its General Partner

By: ________

Name: Marcus Elliston

Title: Founder & Managing Partner

Date: ________

ENCLOSURES

The following documents are attached hereto or enclosed herewith and are incorporated by reference into this Engagement Letter:

Attachment A: Peregrine Advisory Group LLC — Summary of Transactional Risk Insurance Capabilities and Relevant Experience

Attachment B: Proposed Carrier Outreach List (subject to Client approval)

Attachment C: Form of Carrier Confidentiality Agreement / Submission Protocol

Metric	Amount / Period
LTM Revenue (FYE September 30, 2023)	$1,620,000,000
LTM EBITDA (FYE September 30, 2023)	$405,000,000
Annual Recurring Revenue (as of December 31, 2023)	$1,740,000,000
Implied EV/EBITDA Multiple	~16.8x
Role	Firm / Individual
Target's Legal Counsel	Ridgeway Phelps & Sato LLP (Catherine Answorth, lead partner)
Buyer's Legal Counsel	Calderwood & Harkness LLP (Harrison Wexford, responsible partner; Tiffany Rosenthal, lead associate; Andrew Fitzpatrick, working associate)
Buyer's Financial Advisor	Osprey Bancroft & Co. (Damien Harlow)
Target's Auditor	Harwell & Dobson LLP (Martin Chisholm, engagement partner)
Buyer's Accounting / Tax Advisor	Glenmore Thornton LLP (Richard Okamura, transaction tax; Vanessa Liu, financial due diligence)
Date	Milestone
January 10, 2024	Engagement of Peregrine; commencement of R&WI underwriting process
January 11–12, 2024	Preparation and distribution of submission package to selected Carriers, including access to the virtual data room, the due diligence summary memorandum prepared by Calderwood & Harkness LLP, and financial due diligence materials from Glenmore Thornton LLP
January 13–14, 2024	Receipt and evaluation of non-binding indications (NBIs) from Carriers
January 15–16, 2024	Underwriting calls between selected Carrier(s), the Solara deal team, and Calderwood & Harkness LLP
January 17–18, 2024	Negotiation of policy terms, exclusions, and premium
January 19, 2024 (target)	Binding of R&W insurance policy (execution of binder agreement)
~January 22, 2024	Anticipated signing of the Merger Agreement
At or prior to Closing	Issuance of the final executed R&WI policy

CONFIDENTIAL
PEREGRINE ADVISORY GROUP LLC 1166 Avenue of the Americas New York, NY 10036 Tel: (212) 554-7800
Fax: (212) 554-7801
www.peregrineadvisory.com
January 10, 2024
VIA EMAIL AND OVERNIGHT COURIER
Solara Digital Infrastructure LP
Attn: Marcus Elliston, Founder & Managing Partner
and Priya Narasimhan, Co-Managing Partner & Chief Investment Officer 1200 Market Street, Suite 3400 Wilmington, DE 19801
Copy to:
Calderwood & Harkness LLP
Attn: Harrison Wexford, Responsible Partner, Mergers & Acquisitions
599 Lexington Avenue New York, NY 10022
Re: Engagement of Peregrine Advisory Group LLC as Representation and Warranty Insurance Broker in Connection with the Acquisition of Cloudium Technologies plc (Nasdaq: CLDM) by Solara Digital Infrastructure Fund VI LP
Dear Mr. Elliston and Ms. Narasimhan:
We are pleased to confirm the engagement of Peregrine Advisory Group LLC as the exclusive representation and warranty insurance broker for Solara Digital Infrastructure LP and Solara Digital Infrastructure Fund VI LP in connection with the proposed acquisition of Cloudium Technologies plc, as more fully described herein. This engagement letter (this "Engagement Letter") sets forth the terms and conditions upon which Peregrine will provide brokerage services in connection with the placement of a buyer-side representation and warranty insurance policy for the Transaction (as defined below). We appreciate the confidence you have placed in our firm and look forward to working closely with the Solara deal team and Calderwood & Harkness LLP to deliver a comprehensive and cost-effective R&W insurance solution for this important transaction.
The following sets forth the terms of our engagement:
1. ENGAGEMENT AND SCOPE OF SERVICES
1.1 Retention.  Peregrine Advisory Group LLC ("Peregrine," the "Broker," or "we") is hereby engaged by Solara Digital Infrastructure LP ("Solara" or the "Client"), on behalf of itself and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI"), to act as the exclusive insurance broker for the placement of a buyer-side representation and warranty insurance policy ("R&W Insurance" or "R&WI") in connection with the proposed acquisition (the "Transaction") of Cloudium Technologies plc ("Cloudium" or the "Target"), a public limited company incorporated under the laws of England and Wales, with registered Company No. 09734521, and listed on the Nasdaq Global Select Market under the ticker symbol "CLDM."
The Transaction involves a reverse triangular merger to be effected pursuant to the Delaware General Corporation Law (the "DGCL"), pursuant to which Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Fund VI ("Merger Sub"), will merge with and into Cloudium (the "Merger"), with Cloudium surviving the Merger as a wholly owned subsidiary of Fund VI. The total enterprise value and aggregate deal value attributable to the Transaction is approximately Six Billion Eight Hundred Million Dollars ($6,800,000,000) (the "Deal Value").
This engagement is effective as of January 10, 2024 (the "Effective Date"), and shall continue in accordance with the terms set forth in Section 7 hereof.
1.2 Scope of Brokerage Services
In connection with the Transaction, Peregrine will provide the following brokerage and advisory services to the Client (collectively, the "Services"):
(a) Insurance Needs Assessment and Structuring Advice. Peregrine will conduct a thorough assessment of the Client's R&W insurance needs in the context of the Transaction, taking into account the structure, size, and complexity of the Transaction, the nature and quality of the Target's business, the anticipated terms of the definitive merger agreement (the "Merger Agreement"), and the risk profile of the seller's representations and warranties. Based on this assessment, Peregrine will provide structuring advice to the Client regarding optimal policy terms, including recommended policy limits, retention levels, retention drop-down mechanics, coverage scope, and the overall architecture of the R&W insurance program.
(b) Preparation and Distribution of Submission Materials. Peregrine will prepare a comprehensive submission package for distribution to qualified R&W insurance carriers (each, a "Carrier"). The submission package will include, among other materials, a transaction summary, a description of the Client's desired coverage parameters, access credentials or links to the virtual data room maintained in connection with the Transaction, a summary of the due diligence conducted by the Client's legal counsel and financial advisors, and such other information as the Carriers may reasonably require to evaluate the risk and provide non-binding indications of terms and pricing.
(c) Coordination of the Underwriting Process. Peregrine will coordinate and manage the underwriting process on behalf of the Client. This includes scheduling and facilitating underwriting calls and meetings between the selected Carrier(s), the Client's deal team (including representatives of Solara and Fund VI), and the Client's legal counsel, Calderwood & Harkness LLP. Peregrine will serve as the primary point of contact between the Client and the Carrier(s) throughout the underwriting process and will ensure that underwriting requests for information are promptly communicated to the appropriate members of the Client's advisory team.
(d) Solicitation, Evaluation, and Comparison of Non-Binding Indications. Peregrine will solicit non-binding indications of terms and pricing ("NBIs") from qualified Carriers and will prepare a detailed comparison and analysis of the NBIs received, highlighting key differences in coverage terms, exclusions, premium, retention structure, and other material provisions. Peregrine will present the NBI comparison to the Client and provide its recommendation regarding the selection of a primary Carrier (and, if applicable, any excess or co-insurance Carriers).
(e) Negotiation of Policy Terms. Following the Client's selection of a preferred Carrier, Peregrine will lead the negotiation of the R&W insurance policy terms on behalf of the Client, including negotiation of representations and warranties coverage scope, policy exclusions (including any deal-specific exclusions), premium and premium payment terms, retention structure and retention drop-down mechanics, subrogation provisions, the no-claims declaration, and all other material policy terms and conditions. Peregrine will coordinate closely with Calderwood & Harkness LLP throughout the negotiation process to ensure that the policy terms are consistent with and complementary to the indemnification, escrow, and survival provisions of the Merger Agreement.
(f) Alignment with Merger Agreement Provisions. Peregrine will work in coordination with the Client's counsel, Calderwood & Harkness LLP, to ensure that the R&WI policy is appropriately aligned with the indemnification provisions, escrow mechanics, survival periods, and other relevant provisions of the Merger Agreement. This includes, without limitation, ensuring that the retention structure of the R&WI policy is consistent with the escrow amount and escrow release schedule, that the policy survival period is consistent with the representation survival period under the Merger Agreement, and that the subrogation and assignment provisions of the policy are compatible with the Merger Agreement.
(g) Policy Binding and Delivery. Peregrine will facilitate the binding of the R&W insurance policy, including the execution of a binder agreement with the selected Carrier, and will coordinate the delivery of the final executed R&WI policy at or prior to the closing of the Transaction (the "Closing"). Peregrine will ensure that the Client receives all policy documentation, including the policy itself, any endorsements, and the premium invoice, in a timely manner.
(h) Post-Binding and Post-Closing Support. Following the binding and issuance of the R&WI policy, Peregrine will provide ongoing support to the Client in connection with the administration of the policy. This includes assistance with any future claims submissions under the policy, liaison with the Carrier's claims department, review of any coverage or claim-related correspondence from the Carrier, and general advisory support with respect to the R&WI policy through the expiration of the policy period (including any extended discovery or reporting period).
1.3 Exclusive Broker
Peregrine shall serve as the Client's exclusive R&W insurance broker in connection with the Transaction. The Client agrees that, during the term of this Engagement Letter, it shall not engage, retain, or otherwise utilize the services of any other insurance broker, intermediary, or placement agent for the purpose of placing R&W insurance or any other form of transactional risk insurance in connection with the Transaction, without the prior written consent of Peregrine. The Client acknowledges that Peregrine's ability to effectively negotiate on the Client's behalf and secure favorable terms from Carriers is dependent upon the Client's commitment to exclusivity, and that the solicitation of competing proposals through other brokers may undermine Peregrine's positioning and leverage in the marketplace.
2. TRANSACTION SUMMARY
For purposes of the R&WI placement, the following is a summary of the key terms and details of the Transaction, as currently understood by Peregrine based on information provided by the Client and its advisors. This summary is provided for reference purposes and to facilitate the preparation of submission materials for the underwriting process. Peregrine understands that certain terms remain subject to finalization and that the definitive Merger Agreement has not yet been executed as of the date hereof.
Target. The Target is Cloudium Technologies plc, a public limited company incorporated and registered in England and Wales under Company No. 09734521, with its registered office located at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its United States headquarters located at 600 Townsend Street, Suite 800, San Francisco, California 94103. Cloudium is listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." Cloudium is a cloud-based enterprise software company that provides cloud-native enterprise resource planning ("ERP"), customer relationship management ("CRM"), and business-intelligence software-as-a-service ("SaaS") solutions to mid-market and enterprise customers globally.
Buyer. The buyer is Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (vintage 2022, with approximately $12.4 billion in committed capital), acting through its wholly owned acquisition subsidiary, Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub"). Fund VI is managed by Solara Digital Infrastructure LP, a Delaware limited partnership.
Transaction Structure. The Transaction is structured as a reverse triangular merger under the DGCL. Merger Sub will merge with and into Cloudium, with Cloudium surviving the Merger as a wholly owned subsidiary of Fund VI. Upon consummation of the Merger, each outstanding share of Cloudium common stock (other than shares held by the rollover equity participants described below, dissenting shares, and treasury shares) will be converted into the right to receive the per-share merger consideration in cash.
Deal Value and Per-Share Consideration. The aggregate deal value is approximately $6,800,000,000. Based on approximately 184,200,000 shares of Cloudium common stock outstanding as of the date hereof, the per-share merger consideration is approximately $36.92 per share.
Financial Summary of the Target. Cloudium's key financial metrics for the most recently available periods are as follows:
Rollover Equity Participants. The Transaction includes rollover equity commitments from the following participants:
(i) Jonathan Hargrove, Chief Executive Officer of Cloudium, who will roll over approximately $142,814,544, representing approximately 50% of his 4.2% equity stake in Cloudium; and
(ii) Pinnacle Growth Ventures LLC, a significant shareholder of Cloudium, which will roll over approximately $473,241,408, representing approximately 60% of its 11.6% equity stake in Cloudium.
The total rollover equity is approximately $616,055,952.
Anticipated Merger Agreement Indemnification and Escrow Terms. The Merger Agreement is anticipated to include the following indemnification-related provisions, which are relevant to the structuring of the R&WI policy:
•  Seller representations and warranties with an eighteen (18)-month survival period from the Closing;
•  An indemnification cap of 15% of the Deal Value, equal to $1,020,000,000;
•  An indemnification escrow of 8% of the Deal Value, equal to $544,000,000, to be held by Cobalt Trust Company, N.A. (the "Escrow Agent") pursuant to a customary escrow agreement;
•  A tipping basket of 0.75% of the Deal Value, equal to $51,000,000, such that once aggregate indemnifiable losses exceed the tipping basket threshold, the seller shall be liable for all indemnifiable losses from the first dollar, subject to the indemnification cap;
•  A de minimis claim threshold of $500,000, such that individual claims for indemnifiable losses of less than $500,000 shall not count toward the tipping basket or be independently recoverable.
Key Transaction Advisors. The following advisors are involved in the Transaction:
Target's Subsidiaries. Cloudium operates through the following material subsidiaries:
•  Cloudium Technologies UK Ltd. (Company No. 11287456), a private limited company incorporated in England and Wales, with approximately 1,200 employees and revenue of approximately £312,000,000 for the most recently reported period;
•  Cloudium Technologies India Pvt. Ltd., a private limited company incorporated in India, with approximately 2,400 employees and serving as the Target's primary offshore development and support center; and
•  Cloudium Solutions GmbH, a limited liability company organized under the laws of the Federal Republic of Germany, with approximately 400 employees, serving the Target's DACH-region customer base.
The Target employs approximately 6,800 individuals globally across all entities.
Existing Indebtedness. Cloudium has existing indebtedness of approximately $820,000,000, consisting of a $620,000,000 term loan facility and a $200,000,000 drawn revolving credit facility, each under a credit agreement dated March 15, 2021, with Atlas Commercial Lending Corp., as administrative agent. It is anticipated that all existing indebtedness of the Target will be repaid in full at Closing.
3. TARGET R&W INSURANCE PARAMETERS
Based on discussions with the Client and its legal counsel, the following are the target parameters for the R&W insurance placement in connection with the Transaction. These parameters represent the Client's objectives and preferences, and Peregrine will use commercially reasonable efforts to secure a policy consistent with these parameters, subject to market conditions, Carrier appetite, and the outcome of the underwriting process.
3.1 Policy Type
The Client seeks a buyer-side representation and warranty insurance policy. A buyer-side policy provides coverage directly to the buyer (Fund VI, as the surviving entity post-Merger) for losses arising from breaches of the seller's representations and warranties in the Merger Agreement, subject to the terms, conditions, exclusions, and limitations of the policy. A buyer-side policy is the market-standard structure for R&WI in private equity-sponsored transactions and is the appropriate structure given the Client's objectives and the anticipated terms of the Merger Agreement.
3.2 Desired Policy Limit
The Client's target policy limit is $680,000,000, which represents approximately 10% of the $6,800,000,000 Deal Value. This limit is consistent with market practice for transactions of this size and reflects the Client's assessment of the appropriate level of R&WI coverage given the nature, size, and complexity of the Transaction, the quality and scope of the due diligence conducted, the anticipated indemnification and escrow terms of the Merger Agreement, and the risk profile of the Target's business and operations.
Peregrine notes that, depending on Carrier appetite and market conditions, the policy limit may be placed on a single-Carrier basis or, if necessary, on a layered basis with a primary Carrier and one or more excess Carriers. Peregrine will discuss the optimal placement structure with the Client as the underwriting process progresses.
3.3 Retention.  The Client's target retention (i.e., the self-insured amount below which losses are borne by the Client and are not covered by the R&WI policy) is $544,000,000, which is equal to the anticipated escrow amount (8% of the Deal Value). The retention structure is designed to align with the escrow mechanics under the Merger Agreement, such that the R&WI policy provides first-dollar coverage for losses in excess of the retention/escrow threshold. In other words, the Client's first recourse for indemnifiable losses is to the escrow funds held by Cobalt Trust Company, N.A. and to direct indemnification from the rollover equity participants (up to the indemnification cap), with the R&WI policy providing coverage for amounts above the retention.
The Client further requests that the policy include a retention drop-down feature, pursuant to which the retention will decrease by 50% (from $544,000,000 to $272,000,000) at twelve (12) months following the Closing, provided that no claims have been made or are pending under the policy at that time. This retention drop-down is intended to align with the anticipated first escrow release date under the Merger Agreement and to provide the Client with enhanced protection during the second half of the representation survival period, when the escrow will have been partially released.
3.4 Coverage Scope
The R&WI policy is intended to cover losses arising from breaches of the seller's representations and warranties as anticipated to be set forth in Article IV of the Merger Agreement. Coverage will be structured as excess coverage sitting above the indemnity escrow and direct indemnification obligations of the rollover equity participants. Specifically, the Client's intended coverage architecture is as follows:
(i) First Layer (Retention / Escrow): Losses up to $544,000,000 are borne by the Client through the escrow and direct indemnification from the rollover equity participants, subject to the terms of the Merger Agreement.
(ii) Second Layer (R&WI Policy): Losses in excess of the retention (i.e., in excess of $544,000,000) are covered by the R&WI policy, up to the policy limit of $680,000,000.
The total combined protection (retention plus R&WI policy limit) is therefore $1,224,000,000, which represents approximately 18% of the Deal Value.
3.5 Key Policy Features Requested
In addition to the parameters set forth above, the Client has identified the following key features and provisions that it desires to be included in the R&WI policy:
(a) Known-Loss Exclusion. The policy will include a standard known-loss exclusion, excluding coverage for any loss arising from a matter actually known to the Client's deal team as of the date of the policy inception. The Client expects that the known-loss exclusion will be limited to the actual knowledge of a defined group of individuals within the Solara deal team, consistent with market practice.
(b) Subrogation. The Client requests a waiver of the Carrier's subrogation rights against Cloudium and its current and former officers, directors, and employees, except in cases of fraud. This waiver is critical to preserving the post-Closing business relationships and management continuity at the Target, particularly given the rollover equity commitments of Jonathan Hargrove (CEO) and Pinnacle Growth Ventures LLC.
(c) No-Claims Declaration. A no-claims declaration shall be delivered by the Client at or immediately prior to Closing, confirming that the Client is not aware of any facts or circumstances that would reasonably be expected to give rise to a claim under the policy. The form and substance of the no-claims declaration will be negotiated with the Carrier during the policy negotiation process.
(d) Policy Period and discovery Tail. The R&WI policy shall remain in force for the duration of the representation survival period under the Merger Agreement (anticipated to be eighteen (18) months from the Closing), plus a reasonable discovery and reporting tail period (typically twelve (12) to twenty-four (24) months) during which the Client may submit claims for losses discovered during the policy period.
(e) Premium Budget. The Client's target premium rate is approximately 2.0% of the policy limit, yielding an estimated premium of approximately $13,600,000 (based on a $680,000,000 policy limit). Peregrine will use commercially reasonable efforts to negotiate a premium at or below this target rate, though the actual premium will depend on the Carrier's assessment of the risk, the scope and quality of the due diligence, and prevailing market conditions.
4. UNDERWRITING PROCESS AND TIMELINE
4.1 Anticipated Timeline
Given the anticipated signing date for the Merger Agreement (approximately January 22, 2024), the underwriting process will proceed on an expedited basis. Peregrine proposes the following timeline for the R&WI placement process, which is subject to adjustment based on the availability of underwriting materials and the responsiveness of the selected Carrier(s):
Peregrine notes that the foregoing timeline is aggressive, particularly given the size and complexity of the Transaction and the cross-border elements involved. Peregrine will work diligently to keep the process on track and will communicate promptly with the Client and Calderwood & Harkness LLP regarding any developments that may affect the timeline.
4.2 Underwriting Materials
Peregrine will coordinate with Calderwood & Harkness LLP (Andrew Fitzpatrick, working associate) and Glenmore Thornton LLP for the assembly and transmission of underwriting materials to the selected Carrier(s). The underwriting package is expected to include the following materials, among others:
(a) A comprehensive due diligence summary memorandum prepared by Calderwood & Harkness LLP, dated January 5, 2024, summarizing the legal, regulatory, intellectual property, employment, commercial, and other due diligence conducted in connection with the Transaction;
(b) Access to the Cloudium virtual data room, which was originally opened on September 18, 2023, and which contains the Target's corporate, financial, legal, regulatory, operational, and other documentation;
(c) The draft or near-final form of the Merger Agreement, including all representations and warranties (including the disclosure schedules), indemnification provisions, escrow mechanics, closing conditions, and covenants;
(d) Financial due diligence reports and a quality-of-earnings analysis prepared by Glenmore Thornton LLP (Vanessa Liu, financial due diligence lead);
(e) Tax structuring memoranda prepared by Calderwood & Harkness LLP (Leonard Cross, tax partner) and Glenmore Thornton LLP (Richard Okamura, transaction tax) addressing the U.S., UK, Indian, and German tax implications of the Transaction structure;
(f) intellectual property and technology due diligence summaries, including analysis of the Target's proprietary software platform, patent portfolio, open-source software usage, and key technology licenses (including the Helix Data Systems GmbH technology license);
(g) Regulatory and government contracts due diligence summaries, including analysis of the Target's compliance with applicable data privacy and cybersecurity regulations (GDPR, CCPA, and sector-specific requirements), the Target's U.S. government contracts (including the Aegis Federal Solutions Inc. contract, representing approximately $84,000,000 in ARR), and any change-of-control consent or notification requirements arising from the Transaction;
(h) UK employment and TUPE (Transfer of Undertakings (Protection of Employment) Regulations 2006) analysis for Cloudium Technologies UK Ltd., prepared by Calderwood & Harkness LLP or local UK counsel;
(i) Any issue-specific diligence memoranda, including analyses of change-of-control provisions in the Target's material contracts, customer concentration risk, litigation and claims history, environmental matters, and any other matters identified during the due diligence process as requiring specific attention in the underwriting context.
Peregrine will work with Calderwood & Harkness LLP to ensure that the underwriting package is comprehensive, well-organized, and presented in a manner that facilitates efficient underwriting by the Carrier(s).
4.3 Carrier Selection
Peregrine will approach a select group of experienced transactional risk insurance Carriers that have demonstrated the capacity, appetite, and expertise to underwrite a transaction of this size, complexity, and profile. Key criteria for Carrier selection include:
•  Sufficient single-policy capacity to underwrite the full $680,000,000 policy limit (or, alternatively, the ability to serve as lead Carrier on a layered placement);
•  Demonstrated experience with large-cap transactions (Deal Value in excess of $5 billion) and with cross-border transactions involving Nasdaq-listed, UK-incorporated targets;
•  Sector expertise in the SaaS, enterprise software, and technology M&A space;
•  Competitive pricing and a track record of reasonable exclusion negotiations;
•  Claims-paying ability and financial strength (minimum A.M. Best rating of "A" (Excellent) or equivalent).
Preferred Carrier. Based on Peregrine's assessment of the current transactional risk insurance market and our prior experience with transactions of comparable size and sector profile, our preferred Carrier for this placement is:
Northfield Assurance Ltd. 30 St Mary Axe London EC3A 8BF United Kingdom
Attention: Patrick Graves, Senior Vice President, Transactional Risk
Northfield Assurance Ltd. is recognized as one of the leading transactional risk insurance Carriers globally, with significant capacity and extensive experience in technology M&A transactional risk placements. We believe Northfield is well-positioned to underwrite this risk on a single-Carrier basis and to offer competitive terms and pricing.
Peregrine may approach additional Carriers for competitive indications, subject to the Client's prior written approval. Any additional Carrier outreach will be conducted in accordance with the submission protocol and confidentiality protections described in Attachment C hereto.
5. COMPENSATION
5.1 Broker Fee
In consideration of the Services to be provided hereunder, Peregrine shall receive a broker fee of Six Hundred Eighty Thousand Dollars ($680,000) (the "Broker Fee") in connection with the successful placement of the R&W insurance policy for the Transaction. The Broker Fee shall be payable by the Client (Solara Digital Infrastructure LP, on behalf of Fund VI) and shall not be contingent upon the closing of the Transaction, subject to the provisions of Section 7 regarding termination.
The Broker Fee shall be earned upon binding of the R&W insurance policy (i.e., upon the execution of a binder agreement between the Client and the selected Carrier) and shall be payable within thirty (30) days of the binding date. Peregrine will issue an invoice to the Client promptly following the binding of the policy.
The Broker Fee is in addition to, and separate from, the R&WI policy premium payable by the Client to the Carrier, as described in Section 5.2 below.
5.2 Carrier Premium
The R&W insurance policy premium (estimated at approximately $13,600,000, based on a target premium rate of 2.0% applied to the $680,000,000 policy limit) shall be payable directly by the Client to the Carrier in accordance with the premium payment terms set forth in the policy. The actual premium amount will be determined through the underwriting and negotiation process and may vary from the estimated amount set forth herein depending on the Carrier's assessment of the risk, the scope and quality of the due diligence, the final policy terms and exclusions, and prevailing market conditions.
Peregrine shall not receive any portion of the Carrier premium as compensation for its services. Peregrine's sole compensation in connection with this engagement is the Broker Fee specified in Section 5.1 above. However, the Client acknowledges that it is customary in the transactional risk insurance market for Carriers to pay brokers a commission from the policy premium. If the selected Carrier pays Peregrine a commission from the premium in connection with the placement of the R&WI policy, Peregrine shall (i) promptly disclose the amount of any such commission to the Client in writing, and (ii) credit the full amount of any such commission against the Broker Fee, such that the total compensation received by Peregrine (Broker Fee plus any Carrier commission) does not exceed the Broker Fee amount of $680,000.
5.3 Expenses.  Reasonable out-of-pocket expenses incurred by Peregrine in connection with the performance of the Services under this Engagement Letter, including but not limited to travel expenses, document production and reproduction costs, courier and delivery charges, and telecommunications charges, shall be reimbursed by the Client upon presentation of reasonable documentation supporting such expenses. Out-of-pocket expenses shall be subject to a cumulative cap of Fifteen Thousand Dollars ($15,000) without the prior written approval of the Client. Any expenses in excess of such cap shall require the Client's prior written consent before they are incurred.
6. DUTIES AND STANDARD OF CARE
6.1 Professional Standard
Peregrine shall perform the Services hereunder in a professional, diligent, and competent manner, consistent with the standard of care customarily exercised by experienced insurance brokers specializing in transactional risk insurance in the United States. Peregrine represents that it has the expertise, qualifications, and resources necessary to perform the Services contemplated by this Engagement Letter and that the individuals assigned to this engagement possess significant experience in the placement of R&W insurance for large-cap, cross-border mergers and acquisitions transactions.
6.2 Carrier Relationship
The Client acknowledges and agrees that Peregrine acts solely as broker and agent for the Client in connection with the placement of the R&WI policy, and not as an agent, representative, or fiduciary of any insurance Carrier. Peregrine does not guarantee the financial solvency, creditworthiness, or claims-paying ability of any Carrier, and the Client is solely responsible for evaluating the financial strength and reliability of any Carrier from which it elects to purchase R&W insurance.
The Client further acknowledges that the R&WI policy will be issued by the Carrier directly, and that the Carrier (and not Peregrine) is solely responsible for all obligations arising under the policy, including without limitation the obligation to pay claims, the determination of coverage, and the administration of the claims process. Peregrine shall have no liability to the Client for any failure by a Carrier to honor its obligations under the R&WI policy.
6.3 Confidentiality.  Peregrine shall maintain the confidentiality of all non-public, proprietary, and confidential information provided by the Client, Calderwood & Harkness LLP, Glenmore Thornton LLP, Osprey Bancroft & Co., and their respective advisors and representatives in connection with this engagement (collectively, "Confidential Information"). Peregrine shall not disclose Confidential Information to any third party, except as follows:
(a) Disclosures to prospective Carriers as necessary for the underwriting process, provided that such disclosures are made subject to appropriate confidentiality protections (including, without limitation, the execution by each prospective Carrier of a confidentiality agreement or submission protocol in the form attached hereto as Attachment C, or in such other form as may be acceptable to the Client);
(b) Disclosures to Peregrine's officers, employees, and professional advisors who have a need to know the Confidential Information in connection with the performance of the Services and who are bound by obligations of confidentiality;
(c) Disclosures required by applicable law, regulation, or court order, provided that Peregrine shall, to the extent permitted by law, provide the Client with prompt written notice of any such required disclosure and cooperate with the Client in seeking to limit the scope of such disclosure.
Peregrine shall execute and comply with any confidentiality or non-disclosure agreements required by the Client, the Target, or any other party in connection with Peregrine's access to the virtual data room, due diligence materials, or other Confidential Information relating to the Transaction.
The obligations of confidentiality set forth in this Section 6.3 shall survive the termination or expiration of this Engagement Letter.
7. TERM AND TERMINATION
7.1 Effective Date
This Engagement Letter is effective as of January 10, 2024.
7.2 Term.  This engagement shall continue until the earliest to occur of: (a) the issuance of the final R&W insurance policy and the completion of Peregrine's post-closing support obligations as contemplated by Section 1.2(h); (b) the termination or abandonment of the Transaction (including, without limitation, the termination of the Merger Agreement for any reason, whether by mutual consent of the parties thereto, by the exercise of a termination right, or otherwise); or (c) the written termination of this Engagement Letter by either party upon not less than ten (10) days' prior written notice to the other party delivered in accordance with Section 11.1.
7.3 Survival.  The following provisions of this Engagement Letter shall survive the termination or expiration hereof: Section 6.3 (Confidentiality), Section 8 (Limitation of Liability), Section 9 (Conflicts of Interest), and Section 10 (Governing Law and Dispute Resolution).
7.4 Effect of Termination
If this engagement is terminated prior to the binding of the R&W insurance policy (whether pursuant to Section 7.2(b) or Section 7.2(c)), no Broker Fee shall be due or payable to Peregrine. In such event, the Client shall reimburse Peregrine for any pre-approved, reasonable out-of-pocket expenses incurred by Peregrine prior to the effective date of termination, subject to the expense cap set forth in Section 5.3 and upon presentation of reasonable documentation supporting such expenses.
If the R&W insurance policy has been bound (i.e., a binder agreement has been executed between the Client and the Carrier) and the Transaction subsequently does not close for any reason (including, without limitation, a failure to satisfy closing conditions, the exercise of a termination right under the Merger Agreement, or regulatory disapproval), the Broker Fee shall remain earned and payable in accordance with Section 5.1. Peregrine acknowledges that the Client may, in its sole discretion, elect to cancel the R&WI policy in the event the Transaction does not close, and Peregrine shall reasonably cooperate with the Client in connection with any such cancellation, including the pursuit of any premium refund that may be available from the Carrier.
8. LIMITATION OF LIABILITY
Peregrine's aggregate liability to the Client and its affiliates (including, without limitation, Fund VI and Merger Sub) arising out of or relating to this Engagement Letter, the Services, or Peregrine's performance or non-performance hereunder, whether based in contract, tort (including negligence), strict liability, or any other theory of liability, shall not exceed the Broker Fee of Six Hundred Eighty Thousand Dollars ($680,000).
In no event shall Peregrine be liable to the Client or any of its affiliates for any indirect, incidental, consequential, special, exemplary, or punitive damages, including without limitation lost profits, lost revenues, diminution in value, loss of business opportunity, or damage to reputation, arising out of or relating to this Engagement Letter or the Services, regardless of whether such damages were foreseeable or whether Peregrine was advised of the possibility of such damages.
Notwithstanding the foregoing, the limitations of liability set forth in this Section 8 shall not apply in cases of gross negligence, willful misconduct, or fraud by Peregrine, its officers, directors, employees, or agents.
The Client acknowledges that the limitations of liability set forth in this Section 8 are a material inducement for Peregrine to enter into this Engagement Letter and to provide the Services on the terms set forth herein, and that the Broker Fee has been set in reliance upon such limitations.
9. CONFLICTS OF INTEREST
Peregrine represents and warrants that, as of the date hereof, it has no material conflict of interest in connection with this engagement that would impair its ability to perform the Services on behalf of the Client in a professional and objective manner.
Peregrine discloses that, in the ordinary course of its business as a transactional risk insurance broker, it maintains ongoing business relationships with multiple transactional risk insurance Carriers, including Northfield Assurance Ltd., and other Carriers that may be approached in connection with this placement. Peregrine may receive commissions, placement fees, or other forms of compensation from Carriers in connection with the placement of insurance policies. Any such commission or other compensation received by Peregrine from a Carrier in connection with this engagement shall be promptly disclosed to the Client in writing and shall be credited against the Broker Fee in accordance with Section 5.2 of this Engagement Letter.
Peregrine further confirms that it is not currently representing, advising, or acting as broker for any party adverse to Solara, Fund VI, Merger Sub, or Cloudium in any pending or contemplated transaction. If Peregrine becomes aware of any potential conflict of interest during the term of this engagement, Peregrine shall promptly notify the Client in writing and shall take such steps as may be reasonably necessary to address or mitigate such conflict, including, if the Client so requests, withdrawing from the engagement.
10. GOVERNING LAW AND DISPUTE RESOLUTION
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts-of-law principles thereof that would require or permit the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the Services, or the breach, termination, or validity hereof, shall be resolved by final and binding arbitration in the City of New York, State of New York, administered by the American Arbitration Association (the "AAA") in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator selected in accordance with the AAA's rules, who shall have experience in insurance brokerage or transactional risk insurance matters. The arbitrator's award shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines that the circumstances warrant an award of costs and fees to the prevailing party.
Notwithstanding the foregoing, nothing in this Section 10 shall prevent either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its confidential information or to enforce the confidentiality obligations set forth in Section 6.3.
11. MISCELLANEOUS
11.1 Notices.  All notices, requests, demands, and other communications required or permitted under this Engagement Letter shall be in writing and shall be deemed to have been duly given when delivered personally, when sent by email (with confirmation of receipt), or one (1) business day after deposit with a nationally recognized overnight courier service, addressed as follows:
If to Peregrine:
Peregrine Advisory Group LLC 1166 Avenue of the Americas New York, NY 10036
Attention: Timothy Gallagher, Managing Director and Lead Broker
Email: tgallagher@peregrineadvisory.com
If to Client:
Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 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, NY 10022
Attention: Harrison Wexford, Responsible Partner, Mergers & Acquisitions
Email: hwexford@calderwoodharkness.com
Either party may change its address for purposes of this Section 11.1 by giving written notice of such change to the other party in accordance with this Section.
11.2 Assignment.  This Engagement Letter may not be assigned by either party without the prior written consent of the other party; provided, however, that the Client may assign its rights and obligations hereunder to Fund VI or any affiliate of Solara or Fund VI without the prior consent of Peregrine. Any purported assignment in violation of this Section 11.2 shall be null and void.
11.3 Entire Agreement
This Engagement Letter, together with the attachments and exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, representations, and agreements, whether written or oral, between the parties relating to the subject matter hereof.
11.4 Amendments.  This Engagement Letter may not be amended, modified, or supplemented except by a written instrument duly executed by both parties.
11.5 Counterparts.  This Engagement Letter may be executed in one or more counterparts, including by electronic signature (including Brightwater Software or similar platform), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
We are excited about the opportunity to work with the Solara team and Calderwood & Harkness LLP on this significant transaction. Please do not hesitate to contact me directly at (212) 554-7812 or tgallagher@peregrineadvisory.com with any questions regarding the terms of this engagement or the R&WI placement process. If the foregoing accurately reflects our mutual understanding, please execute this Engagement Letter in the space provided below and return a signed copy to our attention at your earliest convenience.
Very truly yours,
PEREGRINE ADVISORY GROUP LLC
By: ________
Name: Timothy Gallagher
Title: Managing Director and Lead Broker
Date: January 10, 2024
ACKNOWLEDGED AND AGREED:
SOLARA DIGITAL INFRASTRUCTURE LP
By: Solara Digital GP LLC, its General Partner
By: ________
Name: Marcus Elliston
Title: Founder & Managing Partner
Date: ________
ENCLOSURES
The following documents are attached hereto or enclosed herewith and are incorporated by reference into this Engagement Letter:
Attachment A: Peregrine Advisory Group LLC — Summary of Transactional Risk Insurance Capabilities and Relevant Experience
Attachment B: Proposed Carrier Outreach List (subject to Client approval)
Attachment C: Form of Carrier Confidentiality Agreement / Submission Protocol
Metric | Amount / Period
LTM Revenue (FYE September 30, 2023) | $1,620,000,000
LTM EBITDA (FYE September 30, 2023) | $405,000,000
Annual Recurring Revenue (as of December 31, 2023) | $1,740,000,000
Implied EV/EBITDA Multiple | ~16.8x
Role | Firm / Individual
Target's Legal Counsel | Ridgeway Phelps & Sato LLP (Catherine Answorth, lead partner)
Buyer's Legal Counsel | Calderwood & Harkness LLP (Harrison Wexford, responsible partner; Tiffany Rosenthal, lead associate; Andrew Fitzpatrick, working associate)
Buyer's Financial Advisor | Osprey Bancroft & Co. (Damien Harlow)
Target's Auditor | Harwell & Dobson LLP (Martin Chisholm, engagement partner)
Buyer's Accounting / Tax Advisor | Glenmore Thornton LLP (Richard Okamura, transaction tax; Vanessa Liu, financial due diligence)
Date | Milestone
January 10, 2024 | Engagement of Peregrine; commencement of R&WI underwriting process
January 11–12, 2024 | Preparation and distribution of submission package to selected Carriers, including access to the virtual data room, the due diligence summary memorandum prepared by Calderwood & Harkness LLP, and financial due diligence materials from Glenmore Thornton LLP
January 13–14, 2024 | Receipt and evaluation of non-binding indications (NBIs) from Carriers
January 15–16, 2024 | Underwriting calls between selected Carrier(s), the Solara deal team, and Calderwood & Harkness LLP
January 17–18, 2024 | Negotiation of policy terms, exclusions, and premium
January 19, 2024 (target) | Binding of R&W insurance policy (execution of binder agreement)
~January 22, 2024 | Anticipated signing of the Merger Agreement
At or prior to Closing | Issuance of the final executed R&WI policy

CONFIDENTIAL

VIA EMAIL AND OVERNIGHT COURIER

PEREGRINE ADVISORY GROUP LLC

ACKNOWLEDGED AND AGREED:

SOLARA DIGITAL INFRASTRUCTURE LP

ENCLOSURES

Record

Parties

Dates

Amounts