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

rwi-final-policy.docx DOCUMENT M&A / Corporate

109 / 155 ← → ✕

CONFIDENTIAL — SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN

BUYER-SIDE REPRESENTATION AND WARRANTY INSURANCE POLICY

Policy Number: NFA-TRI-2024-00487

POLICY DECLARATIONS PAGE

This Policy is issued by Northfield Assurance Ltd. (the "Insurer") to the Named Insured and the Additional Named Insureds (each, an "Insured" and, collectively, the "Insureds") in connection with the Transaction (as defined herein). This Policy, together with all Exhibits and Schedules attached hereto and incorporated herein by reference, constitutes the entire agreement between the Insurer and the Insureds with respect to the subject matter hereof. This Policy is effective as of the Effective Date and is subject in all respects to the terms, conditions, limitations, and exclusions set forth below.

Right-click to update Table of Contents

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms

As used in this Policy, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Policy shall have the meanings ascribed to them in the Acquisition Agreement.

"Acquisition Agreement" or "Merger Agreement" means the Agreement and Plan of Merger, dated as of January 22, 2024, by and among Cloudium Technologies plc (Company No. 09734521, a public limited company incorporated under the laws of England and Wales, 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; Nasdaq ticker symbol: CLDM; Employer Identification Number: 83-2196754), Stratos Merger Sub Inc. (a Delaware corporation, Delaware File No. 7923841), and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms. A copy of the fully executed Acquisition Agreement, together with all exhibits and schedules thereto, is attached hereto as Exhibit A and incorporated herein by reference.

"Aggregate Limit" or "Aggregate Limit of Liability" means Six Hundred Eighty Million Dollars ($680,000,000), being ten percent (10%) of the Enterprise Value, which constitutes the maximum aggregate amount payable by the Insurer under this Policy for all claims combined, including defense costs, as more fully described in Article III hereof.

"Buyer" means Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership, together with its affiliates, successors, and permitted assigns, in its capacity as the acquiring party under the Acquisition Agreement.

"Closing" means the consummation of the Transaction on July 9, 2024, as evidenced by the filing of the Certificate of Merger with the Secretary of State of the State of Delaware at 11:59 PM Eastern Time on such date, in accordance with Section 2.3 of the Acquisition Agreement and the applicable provisions of the Delaware General Corporation Law.

"Closing Date" means July 9, 2024.

"Company" or "Target" means Cloudium Technologies plc (Company No. 09734521), a public limited company incorporated under the laws of England and Wales, 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, and, following the Closing, the Surviving Corporation (as defined below). References to the "Company" shall include, where the context requires, the Company Subsidiaries.

"Company Subsidiaries" means, collectively: (a) Cloudium Technologies UK Ltd. (Company No. 11287456), a private limited company incorporated under the laws of England and Wales, with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, having approximately 1,200 employees as of the Closing Date; (b) Cloudium Technologies India Pvt. Ltd., a private limited company incorporated under the laws of India, with its registered office in Bangalore, Karnataka, India, having approximately 2,400 employees as of the Closing Date; and (c) Cloudium Solutions GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany, with its registered office in Berlin, Germany, having approximately 400 employees as of the Closing Date. The Company Subsidiaries represent the principal operating subsidiaries of the Company through which a substantial portion of its global operations, including research and development, customer support, and professional services, are conducted.

"Covered Representations" means the representations and warranties of the Company set forth in Article IV of the Acquisition Agreement, as qualified by the Disclosure Schedules delivered by the Company at the signing of the Acquisition Agreement on January 22, 2024. The Covered Representations are enumerated in Section 2.3 of this Policy and include, without limitation, the Fundamental Representations and the Tax Representations.

"Disclosure Schedules" means the seller disclosure schedules delivered by the Company to the Buyer pursuant to Article IV of the Acquisition Agreement, dated as of January 22, 2024, and any updates thereto delivered in accordance with Section 6.4 of the Acquisition Agreement. The Disclosure Schedules qualify the Covered Representations and were reviewed by the Insurer during the underwriting process.

"Enterprise Value" means Six Billion Eight Hundred Million Dollars ($6,800,000,000), being the agreed-upon enterprise value of the Company for purposes of the Transaction as set forth in the Acquisition Agreement and as confirmed by the parties thereto.

"Escrow Agent" means Cobalt Trust Company, a national trust company, having its principal offices at 100 Wall Street, New York, New York 10005, in its capacity as escrow agent under the Escrow Agreement.

"Escrow Agreement" means the Escrow Agreement, dated as of January 22, 2024 (effective as of the Closing), by and among Solara Digital Infrastructure Fund VI LP, Cobalt Trust Company, and Douglas Pemberton (in his capacity as Stockholder Representative), as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Escrow Amount" means Five Hundred Forty-Four Million Dollars ($544,000,000), being eight percent (8%) of the Enterprise Value, which amount was deposited with the Escrow Agent at the Closing pursuant to the terms of the Escrow Agreement and the Acquisition Agreement. The Escrow Amount is subject to release in accordance with the schedule set forth in Section 4.4 of this Policy and the terms of the Escrow Agreement.

"Fundamental Representations" means the representations and warranties of the Company relating to organization and good standing, authority and enforceability, capitalization, tax matters, and brokers and finders, as set forth in the Acquisition Agreement. The Fundamental Representations are subject to the extended Policy Period described in Section 2.4 of this Policy.

"General Indemnification Cap" means One Billion Twenty Million Dollars ($1,020,000,000), being fifteen percent (15%) of the Enterprise Value, which constitutes the maximum aggregate liability of the Company's former stockholders (acting through the Stockholder Representative) for indemnification obligations under Article IX of the Acquisition Agreement with respect to breaches of general (non-fundamental) representations and warranties. For the avoidance of doubt, the General Indemnification Cap does not apply to special indemnities, fraud, or willful breach as described in Article IX of the Acquisition Agreement.

"Insured" means each Named Insured and each Additional Named Insured identified on the Declarations Page of this Policy, together with their respective successors and permitted assigns, including the Surviving Corporation following the Closing.

"Insurer" means Northfield Assurance Ltd., 30 St Mary Axe, London EC3A 8BF, a limited company incorporated under the laws of England and Wales.

"Knowledge" means the actual knowledge of the Insured Persons (as defined below) as of the date of this Policy (i.e., the Closing Date), after reasonable inquiry. For purposes of this definition, "reasonable inquiry" means such inquiry as a reasonable person in the position of the relevant Insured Person would be expected to undertake in connection with the due diligence investigation described in Section 8.4 of this Policy and the execution and delivery of the No-Claims Declaration described in Section 8.2 of this Policy. Knowledge shall not be imputed to any Insured Person solely by reason of information contained in the data room or diligence materials unless such Insured Person had actual awareness of such information.

"Knowledge Group" or "Insured Persons" means the following individuals, each of whom has been identified to the Insurer as a person whose actual knowledge is relevant for purposes of the known breach exclusion set forth in Section 5.1 of this Policy and the No-Claims Declaration:

(a) Marcus Elliston, Founder and Managing Partner, Solara Digital Infrastructure LP;

(b) Priya Narasimhan, Co-Managing Partner and Chief Investment Officer, Solara Digital Infrastructure LP;

(d) Tiffany Rosenthal, Lead Associate, Mergers & Acquisitions, Calderwood & Harkness LLP.

The Insured Persons are further identified in Exhibit E attached hereto.

"Loss" means any and all damages, losses, liabilities, costs, and expenses (including reasonable and documented attorneys' fees, accountants' fees, consultants' fees, and other professional fees and expenses) actually incurred by the Insured arising out of, resulting from, or relating to a breach of, or inaccuracy in, any Covered Representation. Loss includes, without limitation: (a) direct damages; (b) diminution in value (measured as the difference between the value of the Company as represented and the actual value of the Company as of the Closing, taking into account the relevant breach or inaccuracy); (c) out-of-pocket costs and expenses reasonably incurred in investigating, prosecuting, or defending any claim or third-party claim; and (d) reasonable and documented attorneys' fees and other professional fees incurred in connection with any claim under this Policy or the Acquisition Agreement's indemnification provisions. Loss does not include: (i) punitive damages, consequential damages, or exemplary damages, except to the extent such damages are payable to a third party in connection with a third-party claim; (ii) damages that are speculative or not reasonably foreseeable; or (iii) any amount recovered or recoverable by the Insured from third-party insurance policies (other than this Policy) or any tax benefit actually realized by the Insured in connection with the relevant Loss.

"Merger Sub" means Stratos Merger Sub Inc., a corporation organized under the laws of the State of Delaware (Delaware File No. 7923841), with its registered office at 1209 Orange Street, Wilmington, Delaware 19801, formed solely for the purpose of effecting the Transaction.

"Per-Share Merger Consideration" means approximately Thirty-Six Dollars and Ninety-Two Cents ($36.92) per share, calculated by dividing the Enterprise Value ($6,800,000,000) by the total number of shares of the Company outstanding immediately prior to the Closing (184,200,000 shares), subject to adjustment as provided in Section 2.7 of the Acquisition Agreement.

"Policy Period" means, with respect to each Covered Representation, the applicable period during which a claim may be made under this Policy, as follows:

(a) For all Covered Representations other than the Fundamental Representations and Tax Representations, the Policy Period commences on the Effective Date (July 9, 2024) and expires at 11:59 PM Eastern Time on the date that is eighteen (18) months after the Closing Date (i.e., January 9, 2026), which corresponds to the survival period for such representations under Article IX of the Acquisition Agreement.

(b) For the Fundamental Representations and Tax Representations, the Policy Period commences on the Effective Date (July 9, 2024) and expires at 11:59 PM Eastern Time on the date that is thirty-six (36) months after the Closing Date (i.e., July 9, 2027).

In each case, the Policy Period is subject to the extended reporting provisions set forth in Section 9.1 of this Policy.

"Retention" means Five Hundred Forty-Four Million Dollars ($544,000,000), being the amount of Loss that the Insured must bear before the Insurer has any liability to pay any Loss under this Policy. The Retention is equal to the Escrow Amount and is subject to the Retention Drop-Down provisions set forth in Section 4.3 of this Policy.

"Retention Drop-Down" has the meaning set forth in Section 4.3 of this Policy. In summary, fifty percent (50%) of the initial Retention (i.e., $272,000,000) shall drop down on the date that is twelve (12) months after the Closing Date (July 9, 2025), reducing the Retention from $544,000,000 to $272,000,000, subject to the conditions set forth in Section 4.3.

"Rollover Participants" means the following persons who elected to receive rollover equity in the Surviving Corporation in lieu of a portion of the cash merger consideration:

(a) Jonathan Hargrove, Chief Executive Officer of Cloudium Technologies plc, holding 7,736,400 shares (approximately 4.2% of the outstanding shares) immediately prior to the Closing, rolling over fifty percent (50%) of his shares, representing rollover equity of approximately $142,814,544; and

(b) Pinnacle Growth Ventures LLC, a Delaware limited liability company (Evelyn Carmichael, Managing Partner), holding 21,367,200 shares (approximately 11.6% of the outstanding shares) immediately prior to the Closing, rolling over sixty percent (60%) of its shares, representing rollover equity of approximately $473,241,408.

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

"Stockholder Representative" means Douglas Pemberton, the Independent Board Chair of Cloudium Technologies plc, in his capacity as the representative of the Company's former stockholders appointed pursuant to Section 9.8 of the Acquisition Agreement, with authority to act on behalf of such former stockholders in connection with post-closing indemnification claims, escrow releases, and other matters arising under the Acquisition Agreement.

"Surviving Corporation" means Cloudium Technologies plc, in its capacity as the surviving entity following the consummation of the reverse triangular merger, pursuant to which Stratos Merger Sub Inc. merged with and into Cloudium Technologies plc, with Cloudium surviving as a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP.

"Tax Representations" means the representations and warranties of the Company relating to tax matters set forth in Article IV of the Acquisition Agreement, which are subject to the extended Policy Period described in Section 2.4 of this Policy.

"Transaction" means the reverse triangular merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc, with Cloudium Technologies plc surviving as a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, consummated pursuant to the Acquisition Agreement and the applicable provisions of the Delaware General Corporation Law. The Transaction was consummated on the Closing Date.

"Transaction Consideration" means the aggregate consideration paid or payable to the Company's stockholders in connection with the Transaction, consisting of: (a) cash consideration of approximately $36.92 per share paid to non-rolling stockholders, representing aggregate cash payments to non-rolling stockholders of approximately $6,183,944,048; and (b) rollover equity of approximately $616,055,952 received by the Rollover Participants in lieu of a portion of the cash merger consideration.

ARTICLE II — INSURING AGREEMENT

Section 2.1 — Coverage Grant

Subject to the terms, conditions, limitations, and exclusions of this Policy, the Insurer hereby agrees to indemnify and hold harmless each Insured from and against all Loss arising out of, resulting from, or relating to any breach of, or inaccuracy in, any of the Covered Representations as set forth in Article IV of the Acquisition Agreement.

Coverage under this Policy attaches to breaches of, or inaccuracies in, the Covered Representations that exist as of or prior to the Closing Date (July 9, 2024), whether such breaches or inaccuracies are discovered before or after the Closing. The Insurer's obligation to indemnify the Insured arises upon the satisfaction of the Retention and the delivery of a valid claim notice in accordance with Article VII hereof. The Covered Representations shall be read and interpreted as though the materiality qualifiers, material adverse effect qualifiers, knowledge qualifiers, and similar limitations contained therein were disregarded for purposes of determining whether a breach or inaccuracy exists (i.e., the "materiality scrape" applies to this Policy). However, for purposes of calculating the amount of Loss arising from any such breach or inaccuracy, such qualifiers shall be reinstated and given their full effect.

The Insurer's obligation under this Section 2.1 is an independent obligation and is not contingent upon the Insured's ability to recover or its actual recovery of any amounts from the Company's former stockholders, the Stockholder Representative, the Rollover Participants, or the Escrow, except to the extent that such recovery reduces the amount of Loss or satisfies the Retention in accordance with Article IV hereof.

Section 2.2 — Buyer-Side Policy

This Policy is a buyer-side representation and warranty insurance policy. The Named Insured is Solara Digital Infrastructure Fund VI LP (together with the Additional Named Insureds), in its capacity as the acquiring party under the Acquisition Agreement. The Company (Cloudium Technologies plc), its former stockholders, its current and former officers and directors, and any other person or entity associated with the selling side of the Transaction are not named insureds under this Policy and do not have any direct right of recourse to, or any ability to make a claim under, this Policy. Nothing in this Policy shall be construed to create any third-party beneficiary rights in favor of the Company, its former stockholders, or any other person not identified as an Insured hereunder.

The Insurer's obligations under this Policy run solely to the Insureds and are enforceable only by the Insureds (or their successors and permitted assigns). The existence of this Policy does not relieve the Company's former stockholders, the Stockholder Representative, or the Rollover Participants of any of their indemnification obligations under the Acquisition Agreement. The Insurer acknowledges that the Company's former stockholders, the Stockholder Representative, and the Rollover Participants may have been informed of the existence of this Policy in connection with the negotiation and execution of the Acquisition Agreement.

Section 2.3 — Scope of Covered Representations

The Covered Representations consist of all representations and warranties of the Company set forth in Article IV of the Acquisition Agreement, as qualified by the Disclosure Schedules. Without limiting the generality of the foregoing, the Covered Representations include, but are not limited to, the following:

(a) Organization, Authority, and Enforceability (Sections 4.1 and 4.2 of the Acquisition Agreement) — Representations regarding the Company's and each Company Subsidiary's due organization, valid existence, and good standing under the laws of their respective jurisdictions of incorporation or formation; the Company's corporate power and authority to enter into and consummate the Transaction; and the due authorization, execution, delivery, and enforceability of the Acquisition Agreement and the ancillary agreements.

(b) Capitalization (Section 4.3 of the Acquisition Agreement) — Representations regarding the authorized and outstanding share capital of the Company, consisting of 184,200,000 shares outstanding immediately prior to the Closing, and the absence of any outstanding options, warrants, convertible securities, or other rights to acquire shares of the Company, other than as disclosed in the Disclosure Schedules.

(c) Financial Statements (Section 4.4 of the Acquisition Agreement) — Representations regarding the accuracy, completeness, and conformity with applicable accounting standards (IFRS) of the Company's audited consolidated financial statements for the fiscal years ended September 30, 2021, September 30, 2022, and September 30, 2023, and the unaudited interim financial statements for the quarterly period ended December 31, 2023. The Company's last twelve months ("LTM") revenue as of the fiscal year ended September 30, 2023 was $1,620,000,000; LTM EBITDA was $405,000,000; and annual recurring revenue ("ARR") as of December 31, 2023 was $1,740,000,000. The Company's consolidated financial statements were audited by Harwell & Dobson LLP, with Martin Chisholm serving as engagement partner.

(d) Absence of Undisclosed Liabilities (Section 4.5 of the Acquisition Agreement) — Representations that the Company and the Company Subsidiaries have no liabilities of a nature required to be reflected on a balance sheet prepared in accordance with IFRS, other than liabilities disclosed in the Disclosure Schedules, liabilities reflected in the Company's most recent audited financial statements, and liabilities incurred in the ordinary course of business since September 30, 2023.

(e) Absence of Material Adverse Effect (Section 4.6 of the Acquisition Agreement) — Representations that, since September 30, 2023, no event, development, change, or circumstance has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, financial condition, results of operations, or assets of the Company and the Company Subsidiaries, taken as a whole.

(f) Compliance with Laws (Section 4.7 of the Acquisition Agreement) — Representations regarding the Company's and the Company Subsidiaries' compliance in all material respects with all applicable laws, statutes, regulations, rules, orders, and governmental requirements in all jurisdictions in which they operate, including the United Kingdom, the United States, India, and Germany.

(g) Tax Matters (Section 4.8 of the Acquisition Agreement) — Representations regarding the timely filing of all required tax returns, the payment of all taxes due and payable, the absence of material tax controversies or audits, and the compliance of the Company and the Company Subsidiaries with applicable tax laws in all material respects.

(h) intellectual Property (Section 4.9 of the Acquisition Agreement) — Representations regarding the ownership of and right to use all material intellectual property necessary for the conduct of the Company's and the Company Subsidiaries' business, including patents, trademarks, copyrights, trade secrets, and proprietary software; the absence of any material infringement, misappropriation, or other violation of any third party's intellectual property rights; and the status of all material licenses and agreements relating to intellectual property.

(i) Material Contracts (Section 4.10 of the Acquisition Agreement) — Representations regarding the existence, validity, and enforceability of all material contracts of the Company and the Company Subsidiaries, including, without limitation, the Master SaaS Agreement with Aegis Federal Solutions Inc. (representing approximately $84,000,000 in ARR) and the Technology License Agreement with Helix Data Systems GmbH, and the absence of any material breach or default under any such contract.

(j) Employee Benefits and Labor Matters (Section 4.11 of the Acquisition Agreement) — Representations regarding the Company's and the Company Subsidiaries' compliance with applicable employment and labor laws, the proper funding and administration of all employee benefit plans, and the accuracy of the Company's disclosures regarding its approximately 6,800 employees globally (including approximately 1,200 in the United Kingdom, approximately 2,400 in India, approximately 400 in Germany, and the remainder in the United States and other jurisdictions).

(k) Litigation and Proceedings (Section 4.12 of the Acquisition Agreement) — Representations regarding the absence of any material pending or, to the Knowledge of the Company, threatened litigation, arbitration, investigation, or other legal proceeding against the Company or any Company Subsidiary, other than as disclosed in the Disclosure Schedules.

(l) Environmental Matters (Section 4.13 of the Acquisition Agreement) — Representations regarding the Company's and the Company Subsidiaries' compliance with applicable environmental laws and regulations, the absence of material environmental liabilities, and the absence of any release of hazardous materials at or from any property owned, leased, or operated by the Company or any Company Subsidiary.

(m) Real Property (Section 4.14 of the Acquisition Agreement) — Representations regarding the Company's and the Company Subsidiaries' ownership of or leasehold interest in all real property used in the conduct of their business, the validity of such interests, and the absence of any material title defects, liens, or encumbrances.

(n) Insurance (Section 4.15 of the Acquisition Agreement) — Representations regarding the existence and adequacy of the Company's and the Company Subsidiaries' insurance coverage, the absence of any material claims pending under such policies, and the compliance of such policies with applicable legal requirements and contractual obligations.

(o) Brokers and Finders (Section 4.16 of the Acquisition Agreement) — Representations that no broker, finder, or investment banker, other than Veridian Partners LLC (which served as the Company's financial advisor in connection with the Transaction, with Monica Pressler delivering a fairness opinion to the Company's board of directors on January 21, 2024), is entitled to any fee, commission, or expense reimbursement in connection with the Transaction.

(p) Data Privacy and Cybersecurity (Section 4.17 of the Acquisition Agreement) — Representations regarding the Company's and the Company Subsidiaries' compliance with applicable data protection and privacy laws and regulations (including the UK GDPR, the EU GDPR, the California Consumer Privacy Act, and India's Information Technology Act), the adequacy of cybersecurity measures, and the absence of any material data breaches or cybersecurity incidents.

(q) Government Contracts (Section 4.18 of the Acquisition Agreement) — Representations regarding the Company's and the Company Subsidiaries' compliance with applicable laws and regulations governing government contracts and subcontracts, including the Federal Acquisition Regulation and agency-specific supplements.

(r) Related-Party Transactions (Section 4.19 of the Acquisition Agreement) — Representations regarding the disclosure of all material transactions between the Company or any Company Subsidiary and any of its officers, directors, stockholders, or their respective affiliates.

(s) Anti-Corruption / FCPA (Section 4.20 of the Acquisition Agreement) — Representations regarding the Company's and the Company Subsidiaries' compliance with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010, and all other applicable anti-corruption and anti-bribery laws, including the maintenance of adequate internal controls and compliance programs.

(t) Sanctions Compliance (Section 4.21 of the Acquisition Agreement) — Representations regarding the Company's and the Company Subsidiaries' compliance with applicable economic sanctions laws and regulations, including those administered by the U.S. Office of Foreign Assets Control ("OFAC"), the UK Office of Financial Sanctions Implementation ("OFSI"), and the European Union.

Section 2.4 — Extended Coverage for Fundamental and Tax Representations

The Fundamental Representations, consisting of the representations and warranties described in Sections 2.3(a) (Organization, Authority, and Enforceability), 2.3(b) (Capitalization), 2.3(g) (Tax Matters), and 2.3(o) (Brokers and Finders) above, and the Tax Representations described in Section 2.3(g) above, are subject to an extended Policy Period of thirty-six (36) months from the Closing Date, expiring at 11:59 PM Eastern Time on July 9, 2027. This extended Policy Period corresponds to the longer survival period applicable to such representations under Article IX of the Acquisition Agreement.

All other Covered Representations are subject to the standard Policy Period of eighteen (18) months from the Closing Date, expiring at 11:59 PM Eastern Time on January 9, 2026. Claims with respect to any Covered Representation must be noticed to the Insurer during the applicable Policy Period (or, if noticed during the applicable Policy Period, may be pursued during the extended reporting period described in Section 9.1 of this Policy).

ARTICLE III — AGGREGATE LIMIT OF LIABILITY

Section 3.1 — Aggregate Limit

The maximum aggregate liability of the Insurer under this Policy for all claims, whether arising from one or more breaches of the Covered Representations, shall not exceed the Aggregate Limit of Six Hundred Eighty Million Dollars ($680,000,000), being ten percent (10%) of the Enterprise Value of $6,800,000,000. This Aggregate Limit represents the total maximum amount payable by the Insurer for all Losses combined under this Policy, including, without limitation, defense costs, investigation costs, and any other amounts constituting Loss as defined herein.

The Aggregate Limit is a single, combined limit that applies in the aggregate to all claims arising under this Policy during the entire Policy Period (including the extended Policy Period for Fundamental and Tax Representations). The Aggregate Limit does not reinstate after payment of any Loss, and each payment made by the Insurer under this Policy shall reduce the remaining amount available under the Aggregate Limit on a dollar-for-dollar basis. For the avoidance of doubt, if the Insurer pays the full Aggregate Limit in satisfaction of one or more claims, the Insurer shall have no further liability under this Policy, regardless of whether additional claims are subsequently noticed or pending.

Section 3.2 — Relationship to Indemnification Cap

The parties acknowledge that the Acquisition Agreement provides for a General Indemnification Cap of fifteen percent (15%) of the Enterprise Value, or $1,020,000,000, which limits the aggregate liability of the Company's former stockholders (acting through the Stockholder Representative) for indemnification claims under Article IX of the Acquisition Agreement with respect to breaches of general (non-fundamental) representations and warranties.

The Insured's total recovery for breaches of the Covered Representations shall not exceed the sum of:

(a) amounts actually recovered by the Insured under the Escrow (up to the Escrow Amount of $544,000,000) and direct indemnification payments received from the Rollover Participants or the Stockholder Representative, in each case pursuant to and subject to the terms, conditions, and limitations of Article IX of the Acquisition Agreement (including the General Indemnification Cap); plus

(b) amounts payable by the Insurer under this Policy (up to the Aggregate Limit of $680,000,000), in respect of Losses in excess of the Retention.

Notwithstanding the foregoing, special indemnities provided for under Article IX of the Acquisition Agreement — including, without limitation, indemnification obligations arising from fraud, willful breach, tax indemnities, and certain specified litigation matters identified in the Disclosure Schedules — are uncapped under the Acquisition Agreement and are not subject to the Aggregate Limit of this Policy. The Insurer has no obligation to indemnify the Insured with respect to such special indemnities, which are the sole responsibility of the Company's former stockholders (acting through the Stockholder Representative) and, where applicable, the Rollover Participants.

ARTICLE IV — RETENTION

Section 4.1 — Initial Retention

The Retention under this Policy is Five Hundred Forty-Four Million Dollars ($544,000,000), equal to the Escrow Amount deposited with Cobalt Trust Company at the Closing pursuant to the terms of the Escrow Agreement. The Retention represents the initial layer of loss that must be borne by the Insured (or satisfied through the mechanisms described in Section 4.2 below) before the Insurer has any obligation to pay any Loss under this Policy.

The Insurer shall have no liability for any Loss under this Policy until the aggregate amount of all Losses arising from breaches of the Covered Representations exceeds the Retention. Upon satisfaction of the Retention, the Insurer's liability shall commence at the first dollar of Loss in excess of the Retention, subject to the Aggregate Limit and the other terms, conditions, and exclusions of this Policy.

Section 4.2 — Satisfaction of Retention

The Retention may be satisfied through any combination of the following:

(a) Escrow Payments. Actual payments received by the Insured from the Escrow Agent out of the Escrow Amount, pursuant to the terms of the Escrow Agreement and the indemnification provisions of Article IX of the Acquisition Agreement.

(b) Direct Indemnification Payments. Actual payments received by the Insured pursuant to the direct indemnification obligations of the Rollover Participants (Jonathan Hargrove and Pinnacle Growth Ventures LLC) or the Stockholder Representative (Douglas Pemberton) under Article IX of the Acquisition Agreement, to the extent such payments are made in respect of breaches of the Covered Representations.

(c) Deemed Satisfaction. Amounts that the Insured would have been entitled to recover from the Company's former stockholders or the Escrow under the indemnification provisions of Article IX of the Acquisition Agreement, but for the operation of: (i) the General Indemnification Cap ($1,020,000,000); (ii) the de minimis threshold of $500,000 per individual claim; or (iii) the tipping basket of $51,000,000 (0.75% of Enterprise Value). Such amounts shall be deemed to satisfy the Retention to the same extent as actual payments.

(d) Self-Insured Losses. Losses borne directly by the Insured out of its own funds, without recovery from any other source, to the extent such Losses arise from breaches of the Covered Representations.

For purposes of satisfying the Retention, the Insured shall not be required to first exhaust or pursue all available remedies under the Acquisition Agreement, including, without limitation, claims against the Escrow, the Stockholder Representative, or the Rollover Participants. The Insured shall, however, act in good faith and in a commercially reasonable manner in pursuing its indemnification rights under the Acquisition Agreement, and shall not take any action that would materially impair the Insurer's subrogation rights under Article VI of this Policy.

Section 4.3 — Retention Drop-Down

On the date that is twelve (12) months after the Closing Date (i.e., July 9, 2025), the Retention shall automatically reduce by fifty percent (50%), from $544,000,000 to $272,000,000 (the "Retention Drop-Down"), subject to the satisfaction of the following conditions:

(i) No claim notice has been delivered to the Insurer pursuant to Section 7.1 of this Policy that remains pending (i.e., that has not been finally resolved, paid, or withdrawn) as of such date; and

(ii) No circumstance of which the Insured has Knowledge exists as of such date that is reasonably likely to give rise to a claim under this Policy.

The Retention Drop-Down corresponds to and is intended to align with the first scheduled escrow release under the Escrow Agreement, pursuant to which $272,000,000 (fifty percent (50%) of the Escrow Amount) is to be released to the Company's former stockholders (through the Stockholder Representative) on July 9, 2025, less any amounts reserved for pending indemnification claims. If the conditions set forth in clauses (i) and (ii) above are not satisfied as of July 9, 2025, the Retention Drop-Down shall not take effect, and the Retention shall remain at $544,000,000 until such time, if any, as such conditions are subsequently satisfied, at which point the Retention shall automatically reduce to $272,000,000.

For the avoidance of doubt, the Retention Drop-Down does not increase the Aggregate Limit. The maximum aggregate liability of the Insurer under this Policy remains $680,000,000 at all times, regardless of the Retention level in effect.

Section 4.4 — Interplay with Acquisition Agreement Indemnification Mechanics

The following summarizes the key indemnification mechanics under the Acquisition Agreement and their interaction with this Policy:

Tipping Basket. The Acquisition Agreement contains a tipping basket of $51,000,000, being 0.75% of the Enterprise Value. Once the aggregate amount of qualifying Losses exceeds the tipping basket, the Company's former stockholders (acting through the Stockholder Representative) are liable for the full amount of such Losses (from the first dollar), subject to the General Indemnification Cap. Individual claims with a value below the de minimis threshold of $500,000 are excluded from the calculation of the tipping basket.

De Minimis Threshold. The Acquisition Agreement provides that individual claims with a value below $500,000 are disregarded for purposes of the tipping basket calculation and are not recoverable under the indemnification provisions of the Acquisition Agreement.

Application to This Policy. The tipping basket and de minimis threshold under the Acquisition Agreement do not independently apply to claims under this Policy. The Retention serves as the effective self-insured amount under this Policy, and the Insured need not demonstrate that the tipping basket has been exceeded under the Acquisition Agreement as a precondition to making a claim under this Policy, provided the Retention has been satisfied in accordance with Section 4.2.

Escrow Release Schedule. The Escrow Amount is subject to the following release schedule under the Escrow Agreement:

(a) First Release — July 9, 2025 (12 months post-Closing): $272,000,000 (fifty percent (50%) of the Escrow Amount) shall be released to the Stockholder Representative for distribution to the Company's former stockholders, less the aggregate amount of any pending or unresolved indemnification claims under the Acquisition Agreement.

(b) Second Release — January 9, 2026 (18 months post-Closing): The remaining balance of the Escrow Amount (up to $272,000,000), together with any accrued interest, shall be released to the Stockholder Representative for distribution to the Company's former stockholders, less the aggregate amount of any pending or unresolved indemnification claims under the Acquisition Agreement.

First Recourse. The Insured's first recourse for Losses arising from breaches of the Covered Representations is to the Escrow and direct indemnification from the Rollover Participants under Article IX of the Acquisition Agreement. This Policy is intended to provide coverage for excess Losses that exceed the Retention. The Insured is not, however, required to exhaust all remedies under the Acquisition Agreement before making a claim under this Policy, as set forth in Section 4.2 above.

ARTICLE V — EXCLUSIONS

Section 5.1 — Known Breach Exclusion (Known-Loss Exclusion)

This Policy does not cover, and the Insurer shall have no liability for, any Loss to the extent such Loss arises from or relates to any breach of, or inaccuracy in, any Covered Representation of which any Insured Person (as identified in the Knowledge Group) had actual knowledge as of the Closing Date (July 9, 2024). For purposes of this exclusion, "actual knowledge" means knowledge that the relevant Covered Representation was breached or inaccurate, and not merely knowledge of the underlying facts, circumstances, or information that may give rise to such breach or inaccuracy, unless such facts, circumstances, or information were known by the Insured Person to constitute a breach or inaccuracy.

The No-Claims Declaration executed by Solara Digital Infrastructure Fund VI LP on July 9, 2024, in the form attached hereto as Exhibit B, serves as the baseline for assessing the knowledge of the Insured Persons at the Closing. The Insured represents that the No-Claims Declaration was true and accurate in all material respects as of the date of its execution. In the event of a dispute regarding the application of this exclusion, the burden of proof shall be on the Insurer to demonstrate that the relevant Insured Person had actual knowledge (after reasonable inquiry) of the breach or inaccuracy as of the Closing Date.

Section 5.2 — Forward-Looking / Post-Closing Covenants Exclusion

This Policy does not cover, and the Insurer shall have no liability for, any Loss to the extent such Loss arises from or relates to any breach of, or failure to comply with, any post-closing covenant, obligation, or agreement of any party under the Acquisition Agreement or any ancillary agreement. Coverage under this Policy is limited solely to breaches of, or inaccuracies in, the Covered Representations as described in Section 2.3 hereof, and does not extend to any obligation of any party that is prospective in nature or that arises after the Closing Date.

Section 5.3 — Purchase Price Adjustment Exclusion

This Policy does not cover, and the Insurer shall have no liability for, any Loss to the extent such Loss constitutes or arises from a purchase price adjustment, working capital true-up, or similar post-closing adjustment under Section 2.7 of the Acquisition Agreement or any ancillary agreement. This exclusion applies regardless of whether the purchase price adjustment results in a payment by or to the Insured, and regardless of whether the purchase price adjustment relates to matters that could also give rise to a claim for breach of a Covered Representation.

Section 5.4 — Specific Exclusions

In addition to the exclusions set forth in Sections 5.1 through 5.3 above, this Policy does not cover, and the Insurer shall have no liability for, any Loss to the extent such Loss arises from or relates to any of the following:

(a) Asbestos and Pollution. Bodily injury or property damage arising from the presence of, exposure to, or release of asbestos, asbestos-containing materials, or environmental pollutants (including, without limitation, any hazardous substance, hazardous waste, toxic substance, or pollutant as defined under any applicable environmental law), except to the extent that such Loss arises from a breach of an environmental representation set forth in Article IV of the Acquisition Agreement (Section 4.13) and is otherwise covered under this Policy.

(b) ERISA and Pension. Losses arising from the underfunding of any pension plan, defined benefit plan, multiemployer plan, or other employee benefit plan subject to the Employee Retirement Income Security Act of 1974 ("ERISA"), the Pension Protection Act of 2006, or any similar law of any jurisdiction, to the extent such underfunding arises from events occurring after the Closing Date. For the avoidance of doubt, this exclusion does not apply to Losses arising from a breach of the employee benefits representations in Section 4.11 of the Acquisition Agreement to the extent such breach relates to the funding status of any such plan as of or prior to the Closing Date.

(c) Transfer Pricing Adjustments. Losses arising solely from post-Closing transfer pricing adjustments, assessments, or reassessments by any tax authority of any jurisdiction that are attributable to intercompany arrangements between or among the Company and any Company Subsidiary (or any of their respective affiliates) that are restructured, modified, or entered into after the Closing Date. This exclusion does not apply to transfer pricing adjustments attributable to intercompany arrangements existing as of the Closing Date to the extent such adjustments give rise to a breach of the Tax Representations.

(d) Criminal Fines and Penalties. Fines, penalties, or other amounts assessed or imposed as a result of the criminal conduct of the Insured or any officer, director, or employee of the Insured (as distinguished from criminal conduct of the Company, the Company Subsidiaries, or their pre-Closing officers, directors, or employees). This exclusion does not apply to fines, penalties, or other amounts that are payable to a third party in connection with a third-party claim and that arise from a breach of a Covered Representation attributable to the pre-Closing conduct of the Company or the Company Subsidiaries.

(e) Product Liability. Bodily injury or property damage arising from the design, manufacture, distribution, sale, installation, operation, maintenance, or use of any product or service (including software and SaaS products) of the Company or any Company Subsidiary, except to the extent that such Loss arises from a breach of a specific representation set forth in Article IV of the Acquisition Agreement and is otherwise covered under this Policy.

(f) Consequential Damages. Punitive damages, exemplary damages, or multiplied damages (including treble damages), except to the extent such damages are payable to a third party in connection with a third-party claim. For the avoidance of doubt, this exclusion does not apply to diminution in value damages, which are included within the definition of Loss under this Policy.

(g) Cyber/Data Breach Events Occurring Post-Closing. Any Loss arising from or relating to a data breach, cybersecurity incident, unauthorized access, or similar event that first occurs after the Closing Date (July 9, 2024). This exclusion does not apply to Losses arising from a breach of the data privacy and cybersecurity representations in Section 4.17 of the Acquisition Agreement to the extent such breach relates to events, conditions, or vulnerabilities existing as of or prior to the Closing Date, even if the effects of such breach are first discovered or manifest after the Closing Date.

Section 5.5 — Fraud Exclusion

Notwithstanding the foregoing provisions of this Article V, the exclusions set forth in Sections 5.1 through 5.4 above shall not apply to any Loss to the extent such Loss arises from fraud committed by any officer, director, or controlling shareholder of the Company (Cloudium Technologies plc) prior to or at the Closing. For purposes of this Section 5.5, "fraud" means an intentional misrepresentation of a material fact in a Covered Representation made with the intent to deceive the Insured and upon which the Insured actually relied to its detriment. This fraud carve-out is intended to ensure that the Insured retains the full benefit of the coverage provided by this Policy in circumstances where the Company's pre-Closing officers, directors, or controlling shareholders engaged in fraudulent conduct.

ARTICLE VI — SUBROGATION

Section 6.1 — General Subrogation Rights

Upon the payment of any Loss under this Policy, the Insurer shall be subrogated, to the extent of such payment, to all rights and remedies of the Insured under the Acquisition Agreement, the Escrow Agreement, and applicable law, including, without limitation, the right to recover from the Company's former stockholders (acting through the Stockholder Representative), the Rollover Participants, and any other person or entity that may be liable for or responsible for the Loss paid by the Insurer. The Insurer's subrogation rights shall be exercisable in the name of the Insured or in the Insurer's own name, as the Insurer may elect, and shall include the right to commence and prosecute legal proceedings, arbitrations, and other dispute resolution proceedings.

The Insurer's subrogation rights shall not be exercised in a manner that would materially interfere with the Insured's ongoing business operations or relationships with the Surviving Corporation, the Company Subsidiaries, or the Rollover Participants, except as may be necessary to protect the Insurer's legitimate interests. The Insurer shall consult with the Insured in good faith prior to initiating any subrogation action.

Section 6.2 — Waiver of Subrogation

Notwithstanding Section 6.1 above, the Insurer hereby irrevocably waives all rights of subrogation against the following persons and entities, except as otherwise provided herein:

(a) Cloudium Technologies plc and its current and former officers and directors, including Jonathan Hargrove (Chief Executive Officer), Sienna Whitfield (Chief Financial Officer), Nadia Chowdhury (General Counsel and Chief Compliance Officer), and Douglas Pemberton (Independent Board Chair), and their respective heirs, executors, administrators, and personal representatives, except in cases of fraud or intentional misrepresentation committed by the relevant person.

(b) The Rollover Participants, consisting of Jonathan Hargrove and Pinnacle Growth Ventures LLC (Evelyn Carmichael, Managing Partner), and their respective affiliates, successors, and assigns, except in cases of fraud or intentional misrepresentation committed by the relevant Rollover Participant.

(c) The Stockholder Representative, Douglas Pemberton, in his individual capacity and in his capacity as representative of the Company's former stockholders, except in cases of fraud committed by Mr. Pemberton.

Fraud Carve-Out. The subrogation waivers set forth in this Section 6.2 shall not apply, and the Insurer shall retain its full subrogation rights, to the extent that the Loss paid by the Insurer arises from actual fraud committed by the relevant person against whom subrogation is sought. For purposes of this carve-out, "actual fraud" means an intentional misrepresentation of a material fact in a Covered Representation, made with the knowledge that such representation was false and with the intent to induce the Insured to enter into or consummate the Transaction. Constructive fraud, negligent misrepresentation, and recklessness (absent intent to deceive) shall not constitute "actual fraud" for purposes of this carve-out.

Section 6.3 — Cooperation in Subrogation

The Insured shall cooperate with the Insurer in good faith in any subrogation action or proceeding, including, without limitation:

(a) providing the Insurer with reasonable access to documents, records, and other information in the Insured's possession, custody, or control that are relevant to the subrogation claim;

(b) making available the Insured's officers, directors, employees, and agents (including, to the extent reasonably available, the personnel of the Surviving Corporation and the Company Subsidiaries) as witnesses in connection with any subrogation action or proceeding;

(c) executing and delivering such instruments, agreements, and other documents as may be reasonably necessary to effectuate the Insurer's subrogation rights; and

(d) refraining from taking any action that would materially impair the Insurer's subrogation rights without the Insurer's prior written consent (not to be unreasonably withheld, conditioned, or delayed).

The Insurer shall reimburse the Insured for all reasonable and documented out-of-pocket costs and expenses incurred by the Insured in connection with its cooperation obligations under this Section 6.3, except to the extent that such costs and expenses are otherwise recoverable as Loss under this Policy.

ARTICLE VII — CLAIMS PROCEDURES

Section 7.1 — Notice of Claim

The Insured shall provide written notice to the Insurer of any claim, or any circumstance reasonably likely to give rise to a claim, under this Policy as promptly as reasonably practicable after the Insured first becomes aware of such claim or circumstance, and in any event within sixty (60) days of such awareness. Such notice shall be delivered in writing to:

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

Attention: Patrick Graves, Senior Vice President, Transactional Risk

Email: [claims@northfieldassurance.co.uk]

with a concurrent copy to:

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

Attention: Timothy Gallagher, Lead Broker

Email: [tgallagher@peregrineadvisory.com]

Failure to provide notice within the sixty (60) day period specified above shall not void or forfeit coverage under this Policy unless the Insurer demonstrates that it suffered actual and material prejudice as a direct result of the delay in notification. The burden of proving such actual and material prejudice shall be on the Insurer. In no event shall the Insured's failure to provide timely notice relieve the Insurer of its obligations under this Policy to the extent that the Insurer has not been materially prejudiced by such failure.

Section 7.2 — Contents of Claim Notice

Each claim notice delivered pursuant to Section 7.1 shall contain the following information, to the extent reasonably available to the Insured at the time of notice:

(a) A reasonably detailed description of the facts and circumstances giving rise to the alleged breach of, or inaccuracy in, the Covered Representation, including a summary of the nature of the breach or inaccuracy and the manner in which it was discovered.

(b) Identification of the specific section(s) of Article IV of the Acquisition Agreement that are implicated by the alleged breach or inaccuracy.

(c) A good-faith estimate of the amount of Loss that has been incurred or is reasonably expected to be incurred as a result of the alleged breach or inaccuracy, if such estimate is reasonably ascertainable at the time of notice. If such estimate is not reasonably ascertainable, the notice shall so state.

(d) Copies of any third-party demand letter, complaint, summons, subpoena, governmental inquiry, or other correspondence received by the Insured or the Surviving Corporation relating to the alleged breach or inaccuracy, if applicable.

The Insured may supplement or amend any claim notice at any time after its initial delivery to provide additional information, updated estimates, or other relevant details as they become available. The Insurer shall not deny or reduce coverage solely on the basis of any inadvertent omission or inaccuracy in the initial claim notice, provided that the Insured corrects such omission or inaccuracy as promptly as reasonably practicable after becoming aware of it.

Section 7.3 — Investigation and Cooperation

Upon receipt of a claim notice, the Insurer shall have the right, at its own expense, to investigate any noticed claim or circumstance. The Insurer's investigation rights include, without limitation:

(a) Review of due diligence materials, data room contents, and communications provided to or generated by the Insured, its advisors, or the Insurer during the underwriting process.

(b) Review of the Disclosure Schedules and any updates thereto.

(c) Interviews with, and reasonable access to, relevant personnel of the Insured, the Surviving Corporation, and the Company Subsidiaries, upon reasonable notice and at mutually agreeable times and locations.

(d) Review of books, records, documents, contracts, financial statements, and other materials of the Surviving Corporation and the Company Subsidiaries that are relevant to the noticed claim.

The Insured shall provide, and shall cause the Surviving Corporation and the Company Subsidiaries to provide, reasonable cooperation with the Insurer's investigation, including access to relevant personnel, documents, and records. The Insurer may retain independent legal counsel, accountants, consultants, and other experts at its own expense to assist in the investigation and evaluation of any noticed claim. The Insurer's investigation shall be conducted in a manner that minimizes disruption to the business operations of the Insured, the Surviving Corporation, and the Company Subsidiaries, and the Insurer shall comply with all applicable confidentiality obligations.

Section 7.4 — Defense and Settlement

Direct Claims (First-Party Claims). For direct claims (i.e., claims asserted by the Insured against the Insurer under this Policy, as opposed to third-party claims), the Insured shall control the claim process, including any indemnification claim under Article IX of the Acquisition Agreement asserted against the Stockholder Representative or the Escrow. The Insured shall keep the Insurer reasonably informed of the status of any such direct claim and shall consult with the Insurer in good faith regarding the strategy for resolving such claim.

Third-Party Claims. For third-party claims (i.e., claims asserted against the Insured, the Surviving Corporation, or any Company Subsidiary by any person or entity other than the Insured), the Insured shall control the defense of such claim, including the selection of defense counsel and the determination of defense strategy. The Insurer shall have the right, at its own expense, to associate counsel of its choosing in the defense of any third-party claim that is reasonably likely to give rise to a Loss under this Policy. The Insured shall provide the Insurer with copies of all material pleadings, correspondence, and other documents relating to the defense of any third-party claim, and shall consult with the Insurer in good faith regarding material strategic decisions in the defense of such claim.

Settlement Consent. The Insurer's prior written consent (not to be unreasonably withheld, conditioned, or delayed) shall be required for any settlement of a third-party claim in excess of Five Million Dollars ($5,000,000) that would result in a Loss to the Insurer under this Policy. The Insurer shall respond to any request for settlement consent within fifteen (15) business days of receiving all information reasonably necessary to evaluate the proposed settlement. If the Insurer fails to respond within such period, the Insurer shall be deemed to have consented to the proposed settlement.

Preservation of Subrogation Rights. The Insured shall not settle any claim or third-party claim in a manner that materially prejudices the Insurer's subrogation rights under Article VI of this Policy without the Insurer's prior written consent (not to be unreasonably withheld, conditioned, or delayed). The Insured shall use commercially reasonable efforts to preserve the Insurer's subrogation rights in connection with the resolution of any claim.

Section 7.5 — Payment of Claims

The Insurer shall pay or deny each validly noticed claim within sixty (60) days of receiving all information and documentation reasonably requested by the Insurer in connection with its investigation and evaluation of such claim under Section 7.3. If the Insurer determines that additional time is reasonably necessary to complete its investigation, it shall provide written notice to the Insured of the basis for such extension and the estimated additional time required, provided that in no event shall the total review period exceed one hundred twenty (120) days from the date of the Insurer's receipt of the initial claim notice and all reasonably requested information.

Payments of Loss under this Policy shall be made to the Insured by wire transfer of immediately available funds to an account designated by the Insured in writing. Each payment shall be accompanied by a written explanation of the amount paid and the basis for the Insurer's determination, including identification of the Covered Representation(s) to which the payment relates an

CONFIDENTIAL — SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN
BUYER-SIDE REPRESENTATION AND WARRANTY INSURANCE POLICY
Policy Number: NFA-TRI-2024-00487
POLICY DECLARATIONS PAGE
This Policy is issued by Northfield Assurance Ltd. (the "Insurer") to the Named Insured and the Additional Named Insureds (each, an "Insured" and, collectively, the "Insureds") in connection with the Transaction (as defined herein). This Policy, together with all Exhibits and Schedules attached hereto and incorporated herein by reference, constitutes the entire agreement between the Insurer and the Insureds with respect to the subject matter hereof. This Policy is effective as of the Effective Date and is subject in all respects to the terms, conditions, limitations, and exclusions set forth below.
Right-click to update Table of Contents
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Policy, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Policy shall have the meanings ascribed to them in the Acquisition Agreement.
"Acquisition Agreement" or "Merger Agreement" means the Agreement and Plan of Merger, dated as of January 22, 2024, by and among Cloudium Technologies plc (Company No. 09734521, a public limited company incorporated under the laws of England and Wales, 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; Nasdaq ticker symbol: CLDM; Employer Identification Number: 83-2196754), Stratos Merger Sub Inc. (a Delaware corporation, Delaware File No. 7923841), and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms. A copy of the fully executed Acquisition Agreement, together with all exhibits and schedules thereto, is attached hereto as Exhibit A and incorporated herein by reference.
"Aggregate Limit" or "Aggregate Limit of Liability" means Six Hundred Eighty Million Dollars ($680,000,000), being ten percent (10%) of the Enterprise Value, which constitutes the maximum aggregate amount payable by the Insurer under this Policy for all claims combined, including defense costs, as more fully described in Article III hereof.
"Buyer" means Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership, together with its affiliates, successors, and permitted assigns, in its capacity as the acquiring party under the Acquisition Agreement.
"Closing" means the consummation of the Transaction on July 9, 2024, as evidenced by the filing of the Certificate of Merger with the Secretary of State of the State of Delaware at 11:59 PM Eastern Time on such date, in accordance with Section 2.3 of the Acquisition Agreement and the applicable provisions of the Delaware General Corporation Law.
"Closing Date" means July 9, 2024.
"Company" or "Target" means Cloudium Technologies plc (Company No. 09734521), a public limited company incorporated under the laws of England and Wales, 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, and, following the Closing, the Surviving Corporation (as defined below). References to the "Company" shall include, where the context requires, the Company Subsidiaries.
"Company Subsidiaries" means, collectively: (a) Cloudium Technologies UK Ltd. (Company No. 11287456), a private limited company incorporated under the laws of England and Wales, with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, having approximately 1,200 employees as of the Closing Date; (b) Cloudium Technologies India Pvt. Ltd., a private limited company incorporated under the laws of India, with its registered office in Bangalore, Karnataka, India, having approximately 2,400 employees as of the Closing Date; and (c) Cloudium Solutions GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of the Federal Republic of Germany, with its registered office in Berlin, Germany, having approximately 400 employees as of the Closing Date. The Company Subsidiaries represent the principal operating subsidiaries of the Company through which a substantial portion of its global operations, including research and development, customer support, and professional services, are conducted.
"Covered Representations" means the representations and warranties of the Company set forth in Article IV of the Acquisition Agreement, as qualified by the Disclosure Schedules delivered by the Company at the signing of the Acquisition Agreement on January 22, 2024. The Covered Representations are enumerated in Section 2.3 of this Policy and include, without limitation, the Fundamental Representations and the Tax Representations.
"Disclosure Schedules" means the seller disclosure schedules delivered by the Company to the Buyer pursuant to Article IV of the Acquisition Agreement, dated as of January 22, 2024, and any updates thereto delivered in accordance with Section 6.4 of the Acquisition Agreement. The Disclosure Schedules qualify the Covered Representations and were reviewed by the Insurer during the underwriting process.
"Enterprise Value" means Six Billion Eight Hundred Million Dollars ($6,800,000,000), being the agreed-upon enterprise value of the Company for purposes of the Transaction as set forth in the Acquisition Agreement and as confirmed by the parties thereto.
"Escrow Agent" means Cobalt Trust Company, a national trust company, having its principal offices at 100 Wall Street, New York, New York 10005, in its capacity as escrow agent under the Escrow Agreement.
"Escrow Agreement" means the Escrow Agreement, dated as of January 22, 2024 (effective as of the Closing), by and among Solara Digital Infrastructure Fund VI LP, Cobalt Trust Company, and Douglas Pemberton (in his capacity as Stockholder Representative), as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Escrow Amount" means Five Hundred Forty-Four Million Dollars ($544,000,000), being eight percent (8%) of the Enterprise Value, which amount was deposited with the Escrow Agent at the Closing pursuant to the terms of the Escrow Agreement and the Acquisition Agreement. The Escrow Amount is subject to release in accordance with the schedule set forth in Section 4.4 of this Policy and the terms of the Escrow Agreement.
"Fundamental Representations" means the representations and warranties of the Company relating to organization and good standing, authority and enforceability, capitalization, tax matters, and brokers and finders, as set forth in the Acquisition Agreement. The Fundamental Representations are subject to the extended Policy Period described in Section 2.4 of this Policy.
"General Indemnification Cap" means One Billion Twenty Million Dollars ($1,020,000,000), being fifteen percent (15%) of the Enterprise Value, which constitutes the maximum aggregate liability of the Company's former stockholders (acting through the Stockholder Representative) for indemnification obligations under Article IX of the Acquisition Agreement with respect to breaches of general (non-fundamental) representations and warranties. For the avoidance of doubt, the General Indemnification Cap does not apply to special indemnities, fraud, or willful breach as described in Article IX of the Acquisition Agreement.
"Insured" means each Named Insured and each Additional Named Insured identified on the Declarations Page of this Policy, together with their respective successors and permitted assigns, including the Surviving Corporation following the Closing.
"Insurer" means Northfield Assurance Ltd., 30 St Mary Axe, London EC3A 8BF, a limited company incorporated under the laws of England and Wales.
"Knowledge" means the actual knowledge of the Insured Persons (as defined below) as of the date of this Policy (i.e., the Closing Date), after reasonable inquiry. For purposes of this definition, "reasonable inquiry" means such inquiry as a reasonable person in the position of the relevant Insured Person would be expected to undertake in connection with the due diligence investigation described in Section 8.4 of this Policy and the execution and delivery of the No-Claims Declaration described in Section 8.2 of this Policy. Knowledge shall not be imputed to any Insured Person solely by reason of information contained in the data room or diligence materials unless such Insured Person had actual awareness of such information.
"Knowledge Group" or "Insured Persons" means the following individuals, each of whom has been identified to the Insurer as a person whose actual knowledge is relevant for purposes of the known breach exclusion set forth in Section 5.1 of this Policy and the No-Claims Declaration:
(a) Marcus Elliston, Founder and Managing Partner, Solara Digital Infrastructure LP;
(b) Priya Narasimhan, Co-Managing Partner and Chief Investment Officer, Solara Digital Infrastructure LP;
(c) Harrison Wexford, Responsible Partner, Mergers & Acquisitions, Calderwood & Harkness LLP; and
(d) Tiffany Rosenthal, Lead Associate, Mergers & Acquisitions, Calderwood & Harkness LLP.
The Insured Persons are further identified in Exhibit E attached hereto.
"Loss" means any and all damages, losses, liabilities, costs, and expenses (including reasonable and documented attorneys' fees, accountants' fees, consultants' fees, and other professional fees and expenses) actually incurred by the Insured arising out of, resulting from, or relating to a breach of, or inaccuracy in, any Covered Representation. Loss includes, without limitation: (a) direct damages; (b) diminution in value (measured as the difference between the value of the Company as represented and the actual value of the Company as of the Closing, taking into account the relevant breach or inaccuracy); (c) out-of-pocket costs and expenses reasonably incurred in investigating, prosecuting, or defending any claim or third-party claim; and (d) reasonable and documented attorneys' fees and other professional fees incurred in connection with any claim under this Policy or the Acquisition Agreement's indemnification provisions. Loss does not include: (i) punitive damages, consequential damages, or exemplary damages, except to the extent such damages are payable to a third party in connection with a third-party claim; (ii) damages that are speculative or not reasonably foreseeable; or (iii) any amount recovered or recoverable by the Insured from third-party insurance policies (other than this Policy) or any tax benefit actually realized by the Insured in connection with the relevant Loss.
"Merger Sub" means Stratos Merger Sub Inc., a corporation organized under the laws of the State of Delaware (Delaware File No. 7923841), with its registered office at 1209 Orange Street, Wilmington, Delaware 19801, formed solely for the purpose of effecting the Transaction.
"Per-Share Merger Consideration" means approximately Thirty-Six Dollars and Ninety-Two Cents ($36.92) per share, calculated by dividing the Enterprise Value ($6,800,000,000) by the total number of shares of the Company outstanding immediately prior to the Closing (184,200,000 shares), subject to adjustment as provided in Section 2.7 of the Acquisition Agreement.
"Policy Period" means, with respect to each Covered Representation, the applicable period during which a claim may be made under this Policy, as follows:
(a) For all Covered Representations other than the Fundamental Representations and Tax Representations, the Policy Period commences on the Effective Date (July 9, 2024) and expires at 11:59 PM Eastern Time on the date that is eighteen (18) months after the Closing Date (i.e., January 9, 2026), which corresponds to the survival period for such representations under Article IX of the Acquisition Agreement.
(b) For the Fundamental Representations and Tax Representations, the Policy Period commences on the Effective Date (July 9, 2024) and expires at 11:59 PM Eastern Time on the date that is thirty-six (36) months after the Closing Date (i.e., July 9, 2027).
In each case, the Policy Period is subject to the extended reporting provisions set forth in Section 9.1 of this Policy.
"Retention" means Five Hundred Forty-Four Million Dollars ($544,000,000), being the amount of Loss that the Insured must bear before the Insurer has any liability to pay any Loss under this Policy. The Retention is equal to the Escrow Amount and is subject to the Retention Drop-Down provisions set forth in Section 4.3 of this Policy.
"Retention Drop-Down" has the meaning set forth in Section 4.3 of this Policy. In summary, fifty percent (50%) of the initial Retention (i.e., $272,000,000) shall drop down on the date that is twelve (12) months after the Closing Date (July 9, 2025), reducing the Retention from $544,000,000 to $272,000,000, subject to the conditions set forth in Section 4.3.
"Rollover Participants" means the following persons who elected to receive rollover equity in the Surviving Corporation in lieu of a portion of the cash merger consideration:
(a) Jonathan Hargrove, Chief Executive Officer of Cloudium Technologies plc, holding 7,736,400 shares (approximately 4.2% of the outstanding shares) immediately prior to the Closing, rolling over fifty percent (50%) of his shares, representing rollover equity of approximately $142,814,544; and
(b) Pinnacle Growth Ventures LLC, a Delaware limited liability company (Evelyn Carmichael, Managing Partner), holding 21,367,200 shares (approximately 11.6% of the outstanding shares) immediately prior to the Closing, rolling over sixty percent (60%) of its shares, representing rollover equity of approximately $473,241,408.
The aggregate rollover equity is approximately $616,055,952.
"Stockholder Representative" means Douglas Pemberton, the Independent Board Chair of Cloudium Technologies plc, in his capacity as the representative of the Company's former stockholders appointed pursuant to Section 9.8 of the Acquisition Agreement, with authority to act on behalf of such former stockholders in connection with post-closing indemnification claims, escrow releases, and other matters arising under the Acquisition Agreement.
"Surviving Corporation" means Cloudium Technologies plc, in its capacity as the surviving entity following the consummation of the reverse triangular merger, pursuant to which Stratos Merger Sub Inc. merged with and into Cloudium Technologies plc, with Cloudium surviving as a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP.
"Tax Representations" means the representations and warranties of the Company relating to tax matters set forth in Article IV of the Acquisition Agreement, which are subject to the extended Policy Period described in Section 2.4 of this Policy.
"Transaction" means the reverse triangular merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc, with Cloudium Technologies plc surviving as a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, consummated pursuant to the Acquisition Agreement and the applicable provisions of the Delaware General Corporation Law. The Transaction was consummated on the Closing Date.
"Transaction Consideration" means the aggregate consideration paid or payable to the Company's stockholders in connection with the Transaction, consisting of: (a) cash consideration of approximately $36.92 per share paid to non-rolling stockholders, representing aggregate cash payments to non-rolling stockholders of approximately $6,183,944,048; and (b) rollover equity of approximately $616,055,952 received by the Rollover Participants in lieu of a portion of the cash merger consideration.
ARTICLE II — INSURING AGREEMENT
Section 2.1 — Coverage Grant
Subject to the terms, conditions, limitations, and exclusions of this Policy, the Insurer hereby agrees to indemnify and hold harmless each Insured from and against all Loss arising out of, resulting from, or relating to any breach of, or inaccuracy in, any of the Covered Representations as set forth in Article IV of the Acquisition Agreement.
Coverage under this Policy attaches to breaches of, or inaccuracies in, the Covered Representations that exist as of or prior to the Closing Date (July 9, 2024), whether such breaches or inaccuracies are discovered before or after the Closing. The Insurer's obligation to indemnify the Insured arises upon the satisfaction of the Retention and the delivery of a valid claim notice in accordance with Article VII hereof. The Covered Representations shall be read and interpreted as though the materiality qualifiers, material adverse effect qualifiers, knowledge qualifiers, and similar limitations contained therein were disregarded for purposes of determining whether a breach or inaccuracy exists (i.e., the "materiality scrape" applies to this Policy). However, for purposes of calculating the amount of Loss arising from any such breach or inaccuracy, such qualifiers shall be reinstated and given their full effect.
The Insurer's obligation under this Section 2.1 is an independent obligation and is not contingent upon the Insured's ability to recover or its actual recovery of any amounts from the Company's former stockholders, the Stockholder Representative, the Rollover Participants, or the Escrow, except to the extent that such recovery reduces the amount of Loss or satisfies the Retention in accordance with Article IV hereof.
Section 2.2 — Buyer-Side Policy
This Policy is a buyer-side representation and warranty insurance policy. The Named Insured is Solara Digital Infrastructure Fund VI LP (together with the Additional Named Insureds), in its capacity as the acquiring party under the Acquisition Agreement. The Company (Cloudium Technologies plc), its former stockholders, its current and former officers and directors, and any other person or entity associated with the selling side of the Transaction are not named insureds under this Policy and do not have any direct right of recourse to, or any ability to make a claim under, this Policy. Nothing in this Policy shall be construed to create any third-party beneficiary rights in favor of the Company, its former stockholders, or any other person not identified as an Insured hereunder.
The Insurer's obligations under this Policy run solely to the Insureds and are enforceable only by the Insureds (or their successors and permitted assigns). The existence of this Policy does not relieve the Company's former stockholders, the Stockholder Representative, or the Rollover Participants of any of their indemnification obligations under the Acquisition Agreement. The Insurer acknowledges that the Company's former stockholders, the Stockholder Representative, and the Rollover Participants may have been informed of the existence of this Policy in connection with the negotiation and execution of the Acquisition Agreement.
Section 2.3 — Scope of Covered Representations
The Covered Representations consist of all representations and warranties of the Company set forth in Article IV of the Acquisition Agreement, as qualified by the Disclosure Schedules. Without limiting the generality of the foregoing, the Covered Representations include, but are not limited to, the following:
(a) Organization, Authority, and Enforceability (Sections 4.1 and 4.2 of the Acquisition Agreement) — Representations regarding the Company's and each Company Subsidiary's due organization, valid existence, and good standing under the laws of their respective jurisdictions of incorporation or formation; the Company's corporate power and authority to enter into and consummate the Transaction; and the due authorization, execution, delivery, and enforceability of the Acquisition Agreement and the ancillary agreements.
(b) Capitalization (Section 4.3 of the Acquisition Agreement) — Representations regarding the authorized and outstanding share capital of the Company, consisting of 184,200,000 shares outstanding immediately prior to the Closing, and the absence of any outstanding options, warrants, convertible securities, or other rights to acquire shares of the Company, other than as disclosed in the Disclosure Schedules.
(c) Financial Statements (Section 4.4 of the Acquisition Agreement) — Representations regarding the accuracy, completeness, and conformity with applicable accounting standards (IFRS) of the Company's audited consolidated financial statements for the fiscal years ended September 30, 2021, September 30, 2022, and September 30, 2023, and the unaudited interim financial statements for the quarterly period ended December 31, 2023. The Company's last twelve months ("LTM") revenue as of the fiscal year ended September 30, 2023 was $1,620,000,000; LTM EBITDA was $405,000,000; and annual recurring revenue ("ARR") as of December 31, 2023 was $1,740,000,000. The Company's consolidated financial statements were audited by Harwell & Dobson LLP, with Martin Chisholm serving as engagement partner.
(d) Absence of Undisclosed Liabilities (Section 4.5 of the Acquisition Agreement) — Representations that the Company and the Company Subsidiaries have no liabilities of a nature required to be reflected on a balance sheet prepared in accordance with IFRS, other than liabilities disclosed in the Disclosure Schedules, liabilities reflected in the Company's most recent audited financial statements, and liabilities incurred in the ordinary course of business since September 30, 2023.
(e) Absence of Material Adverse Effect (Section 4.6 of the Acquisition Agreement) — Representations that, since September 30, 2023, no event, development, change, or circumstance has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the business, financial condition, results of operations, or assets of the Company and the Company Subsidiaries, taken as a whole.
(f) Compliance with Laws (Section 4.7 of the Acquisition Agreement) — Representations regarding the Company's and the Company Subsidiaries' compliance in all material respects with all applicable laws, statutes, regulations, rules, orders, and governmental requirements in all jurisdictions in which they operate, including the United Kingdom, the United States, India, and Germany.
(g) Tax Matters (Section 4.8 of the Acquisition Agreement) — Representations regarding the timely filing of all required tax returns, the payment of all taxes due and payable, the absence of material tax controversies or audits, and the compliance of the Company and the Company Subsidiaries with applicable tax laws in all material respects.
(h) intellectual Property (Section 4.9 of the Acquisition Agreement) — Representations regarding the ownership of and right to use all material intellectual property necessary for the conduct of the Company's and the Company Subsidiaries' business, including patents, trademarks, copyrights, trade secrets, and proprietary software; the absence of any material infringement, misappropriation, or other violation of any third party's intellectual property rights; and the status of all material licenses and agreements relating to intellectual property.
(i) Material Contracts (Section 4.10 of the Acquisition Agreement) — Representations regarding the existence, validity, and enforceability of all material contracts of the Company and the Company Subsidiaries, including, without limitation, the Master SaaS Agreement with Aegis Federal Solutions Inc. (representing approximately $84,000,000 in ARR) and the Technology License Agreement with Helix Data Systems GmbH, and the absence of any material breach or default under any such contract.
(j) Employee Benefits and Labor Matters (Section 4.11 of the Acquisition Agreement) — Representations regarding the Company's and the Company Subsidiaries' compliance with applicable employment and labor laws, the proper funding and administration of all employee benefit plans, and the accuracy of the Company's disclosures regarding its approximately 6,800 employees globally (including approximately 1,200 in the United Kingdom, approximately 2,400 in India, approximately 400 in Germany, and the remainder in the United States and other jurisdictions).
(k) Litigation and Proceedings (Section 4.12 of the Acquisition Agreement) — Representations regarding the absence of any material pending or, to the Knowledge of the Company, threatened litigation, arbitration, investigation, or other legal proceeding against the Company or any Company Subsidiary, other than as disclosed in the Disclosure Schedules.
(l) Environmental Matters (Section 4.13 of the Acquisition Agreement) — Representations regarding the Company's and the Company Subsidiaries' compliance with applicable environmental laws and regulations, the absence of material environmental liabilities, and the absence of any release of hazardous materials at or from any property owned, leased, or operated by the Company or any Company Subsidiary.
(m) Real Property (Section 4.14 of the Acquisition Agreement) — Representations regarding the Company's and the Company Subsidiaries' ownership of or leasehold interest in all real property used in the conduct of their business, the validity of such interests, and the absence of any material title defects, liens, or encumbrances.
(n) Insurance (Section 4.15 of the Acquisition Agreement) — Representations regarding the existence and adequacy of the Company's and the Company Subsidiaries' insurance coverage, the absence of any material claims pending under such policies, and the compliance of such policies with applicable legal requirements and contractual obligations.
(o) Brokers and Finders (Section 4.16 of the Acquisition Agreement) — Representations that no broker, finder, or investment banker, other than Veridian Partners LLC (which served as the Company's financial advisor in connection with the Transaction, with Monica Pressler delivering a fairness opinion to the Company's board of directors on January 21, 2024), is entitled to any fee, commission, or expense reimbursement in connection with the Transaction.
(p) Data Privacy and Cybersecurity (Section 4.17 of the Acquisition Agreement) — Representations regarding the Company's and the Company Subsidiaries' compliance with applicable data protection and privacy laws and regulations (including the UK GDPR, the EU GDPR, the California Consumer Privacy Act, and India's Information Technology Act), the adequacy of cybersecurity measures, and the absence of any material data breaches or cybersecurity incidents.
(q) Government Contracts (Section 4.18 of the Acquisition Agreement) — Representations regarding the Company's and the Company Subsidiaries' compliance with applicable laws and regulations governing government contracts and subcontracts, including the Federal Acquisition Regulation and agency-specific supplements.
(r) Related-Party Transactions (Section 4.19 of the Acquisition Agreement) — Representations regarding the disclosure of all material transactions between the Company or any Company Subsidiary and any of its officers, directors, stockholders, or their respective affiliates.
(s) Anti-Corruption / FCPA (Section 4.20 of the Acquisition Agreement) — Representations regarding the Company's and the Company Subsidiaries' compliance with the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010, and all other applicable anti-corruption and anti-bribery laws, including the maintenance of adequate internal controls and compliance programs.
(t) Sanctions Compliance (Section 4.21 of the Acquisition Agreement) — Representations regarding the Company's and the Company Subsidiaries' compliance with applicable economic sanctions laws and regulations, including those administered by the U.S. Office of Foreign Assets Control ("OFAC"), the UK Office of Financial Sanctions Implementation ("OFSI"), and the European Union.
Section 2.4 — Extended Coverage for Fundamental and Tax Representations
The Fundamental Representations, consisting of the representations and warranties described in Sections 2.3(a) (Organization, Authority, and Enforceability), 2.3(b) (Capitalization), 2.3(g) (Tax Matters), and 2.3(o) (Brokers and Finders) above, and the Tax Representations described in Section 2.3(g) above, are subject to an extended Policy Period of thirty-six (36) months from the Closing Date, expiring at 11:59 PM Eastern Time on July 9, 2027. This extended Policy Period corresponds to the longer survival period applicable to such representations under Article IX of the Acquisition Agreement.
All other Covered Representations are subject to the standard Policy Period of eighteen (18) months from the Closing Date, expiring at 11:59 PM Eastern Time on January 9, 2026. Claims with respect to any Covered Representation must be noticed to the Insurer during the applicable Policy Period (or, if noticed during the applicable Policy Period, may be pursued during the extended reporting period described in Section 9.1 of this Policy).
ARTICLE III — AGGREGATE LIMIT OF LIABILITY
Section 3.1 — Aggregate Limit
The maximum aggregate liability of the Insurer under this Policy for all claims, whether arising from one or more breaches of the Covered Representations, shall not exceed the Aggregate Limit of Six Hundred Eighty Million Dollars ($680,000,000), being ten percent (10%) of the Enterprise Value of $6,800,000,000. This Aggregate Limit represents the total maximum amount payable by the Insurer for all Losses combined under this Policy, including, without limitation, defense costs, investigation costs, and any other amounts constituting Loss as defined herein.
The Aggregate Limit is a single, combined limit that applies in the aggregate to all claims arising under this Policy during the entire Policy Period (including the extended Policy Period for Fundamental and Tax Representations). The Aggregate Limit does not reinstate after payment of any Loss, and each payment made by the Insurer under this Policy shall reduce the remaining amount available under the Aggregate Limit on a dollar-for-dollar basis. For the avoidance of doubt, if the Insurer pays the full Aggregate Limit in satisfaction of one or more claims, the Insurer shall have no further liability under this Policy, regardless of whether additional claims are subsequently noticed or pending.
Section 3.2 — Relationship to Indemnification Cap
The parties acknowledge that the Acquisition Agreement provides for a General Indemnification Cap of fifteen percent (15%) of the Enterprise Value, or $1,020,000,000, which limits the aggregate liability of the Company's former stockholders (acting through the Stockholder Representative) for indemnification claims under Article IX of the Acquisition Agreement with respect to breaches of general (non-fundamental) representations and warranties.
The Insured's total recovery for breaches of the Covered Representations shall not exceed the sum of:
(a) amounts actually recovered by the Insured under the Escrow (up to the Escrow Amount of $544,000,000) and direct indemnification payments received from the Rollover Participants or the Stockholder Representative, in each case pursuant to and subject to the terms, conditions, and limitations of Article IX of the Acquisition Agreement (including the General Indemnification Cap); plus
(b) amounts payable by the Insurer under this Policy (up to the Aggregate Limit of $680,000,000), in respect of Losses in excess of the Retention.
Notwithstanding the foregoing, special indemnities provided for under Article IX of the Acquisition Agreement — including, without limitation, indemnification obligations arising from fraud, willful breach, tax indemnities, and certain specified litigation matters identified in the Disclosure Schedules — are uncapped under the Acquisition Agreement and are not subject to the Aggregate Limit of this Policy. The Insurer has no obligation to indemnify the Insured with respect to such special indemnities, which are the sole responsibility of the Company's former stockholders (acting through the Stockholder Representative) and, where applicable, the Rollover Participants.
ARTICLE IV — RETENTION
Section 4.1 — Initial Retention
The Retention under this Policy is Five Hundred Forty-Four Million Dollars ($544,000,000), equal to the Escrow Amount deposited with Cobalt Trust Company at the Closing pursuant to the terms of the Escrow Agreement. The Retention represents the initial layer of loss that must be borne by the Insured (or satisfied through the mechanisms described in Section 4.2 below) before the Insurer has any obligation to pay any Loss under this Policy.
The Insurer shall have no liability for any Loss under this Policy until the aggregate amount of all Losses arising from breaches of the Covered Representations exceeds the Retention. Upon satisfaction of the Retention, the Insurer's liability shall commence at the first dollar of Loss in excess of the Retention, subject to the Aggregate Limit and the other terms, conditions, and exclusions of this Policy.
Section 4.2 — Satisfaction of Retention
The Retention may be satisfied through any combination of the following:
(a) Escrow Payments. Actual payments received by the Insured from the Escrow Agent out of the Escrow Amount, pursuant to the terms of the Escrow Agreement and the indemnification provisions of Article IX of the Acquisition Agreement.
(b) Direct Indemnification Payments. Actual payments received by the Insured pursuant to the direct indemnification obligations of the Rollover Participants (Jonathan Hargrove and Pinnacle Growth Ventures LLC) or the Stockholder Representative (Douglas Pemberton) under Article IX of the Acquisition Agreement, to the extent such payments are made in respect of breaches of the Covered Representations.
(c) Deemed Satisfaction. Amounts that the Insured would have been entitled to recover from the Company's former stockholders or the Escrow under the indemnification provisions of Article IX of the Acquisition Agreement, but for the operation of: (i) the General Indemnification Cap ($1,020,000,000); (ii) the de minimis threshold of $500,000 per individual claim; or (iii) the tipping basket of $51,000,000 (0.75% of Enterprise Value). Such amounts shall be deemed to satisfy the Retention to the same extent as actual payments.
(d) Self-Insured Losses. Losses borne directly by the Insured out of its own funds, without recovery from any other source, to the extent such Losses arise from breaches of the Covered Representations.
For purposes of satisfying the Retention, the Insured shall not be required to first exhaust or pursue all available remedies under the Acquisition Agreement, including, without limitation, claims against the Escrow, the Stockholder Representative, or the Rollover Participants. The Insured shall, however, act in good faith and in a commercially reasonable manner in pursuing its indemnification rights under the Acquisition Agreement, and shall not take any action that would materially impair the Insurer's subrogation rights under Article VI of this Policy.
Section 4.3 — Retention Drop-Down
On the date that is twelve (12) months after the Closing Date (i.e., July 9, 2025), the Retention shall automatically reduce by fifty percent (50%), from $544,000,000 to $272,000,000 (the "Retention Drop-Down"), subject to the satisfaction of the following conditions:
(i) No claim notice has been delivered to the Insurer pursuant to Section 7.1 of this Policy that remains pending (i.e., that has not been finally resolved, paid, or withdrawn) as of such date; and
(ii) No circumstance of which the Insured has Knowledge exists as of such date that is reasonably likely to give rise to a claim under this Policy.
The Retention Drop-Down corresponds to and is intended to align with the first scheduled escrow release under the Escrow Agreement, pursuant to which $272,000,000 (fifty percent (50%) of the Escrow Amount) is to be released to the Company's former stockholders (through the Stockholder Representative) on July 9, 2025, less any amounts reserved for pending indemnification claims. If the conditions set forth in clauses (i) and (ii) above are not satisfied as of July 9, 2025, the Retention Drop-Down shall not take effect, and the Retention shall remain at $544,000,000 until such time, if any, as such conditions are subsequently satisfied, at which point the Retention shall automatically reduce to $272,000,000.
For the avoidance of doubt, the Retention Drop-Down does not increase the Aggregate Limit. The maximum aggregate liability of the Insurer under this Policy remains $680,000,000 at all times, regardless of the Retention level in effect.
Section 4.4 — Interplay with Acquisition Agreement Indemnification Mechanics
The following summarizes the key indemnification mechanics under the Acquisition Agreement and their interaction with this Policy:
Tipping Basket. The Acquisition Agreement contains a tipping basket of $51,000,000, being 0.75% of the Enterprise Value. Once the aggregate amount of qualifying Losses exceeds the tipping basket, the Company's former stockholders (acting through the Stockholder Representative) are liable for the full amount of such Losses (from the first dollar), subject to the General Indemnification Cap. Individual claims with a value below the de minimis threshold of $500,000 are excluded from the calculation of the tipping basket.
De Minimis Threshold. The Acquisition Agreement provides that individual claims with a value below $500,000 are disregarded for purposes of the tipping basket calculation and are not recoverable under the indemnification provisions of the Acquisition Agreement.
Application to This Policy. The tipping basket and de minimis threshold under the Acquisition Agreement do not independently apply to claims under this Policy. The Retention serves as the effective self-insured amount under this Policy, and the Insured need not demonstrate that the tipping basket has been exceeded under the Acquisition Agreement as a precondition to making a claim under this Policy, provided the Retention has been satisfied in accordance with Section 4.2.
Escrow Release Schedule. The Escrow Amount is subject to the following release schedule under the Escrow Agreement:
(a) First Release — July 9, 2025 (12 months post-Closing): $272,000,000 (fifty percent (50%) of the Escrow Amount) shall be released to the Stockholder Representative for distribution to the Company's former stockholders, less the aggregate amount of any pending or unresolved indemnification claims under the Acquisition Agreement.
(b) Second Release — January 9, 2026 (18 months post-Closing): The remaining balance of the Escrow Amount (up to $272,000,000), together with any accrued interest, shall be released to the Stockholder Representative for distribution to the Company's former stockholders, less the aggregate amount of any pending or unresolved indemnification claims under the Acquisition Agreement.
First Recourse. The Insured's first recourse for Losses arising from breaches of the Covered Representations is to the Escrow and direct indemnification from the Rollover Participants under Article IX of the Acquisition Agreement. This Policy is intended to provide coverage for excess Losses that exceed the Retention. The Insured is not, however, required to exhaust all remedies under the Acquisition Agreement before making a claim under this Policy, as set forth in Section 4.2 above.
ARTICLE V — EXCLUSIONS
Section 5.1 — Known Breach Exclusion (Known-Loss Exclusion)
This Policy does not cover, and the Insurer shall have no liability for, any Loss to the extent such Loss arises from or relates to any breach of, or inaccuracy in, any Covered Representation of which any Insured Person (as identified in the Knowledge Group) had actual knowledge as of the Closing Date (July 9, 2024). For purposes of this exclusion, "actual knowledge" means knowledge that the relevant Covered Representation was breached or inaccurate, and not merely knowledge of the underlying facts, circumstances, or information that may give rise to such breach or inaccuracy, unless such facts, circumstances, or information were known by the Insured Person to constitute a breach or inaccuracy.
The No-Claims Declaration executed by Solara Digital Infrastructure Fund VI LP on July 9, 2024, in the form attached hereto as Exhibit B, serves as the baseline for assessing the knowledge of the Insured Persons at the Closing. The Insured represents that the No-Claims Declaration was true and accurate in all material respects as of the date of its execution. In the event of a dispute regarding the application of this exclusion, the burden of proof shall be on the Insurer to demonstrate that the relevant Insured Person had actual knowledge (after reasonable inquiry) of the breach or inaccuracy as of the Closing Date.
Section 5.2 — Forward-Looking / Post-Closing Covenants Exclusion
This Policy does not cover, and the Insurer shall have no liability for, any Loss to the extent such Loss arises from or relates to any breach of, or failure to comply with, any post-closing covenant, obligation, or agreement of any party under the Acquisition Agreement or any ancillary agreement. Coverage under this Policy is limited solely to breaches of, or inaccuracies in, the Covered Representations as described in Section 2.3 hereof, and does not extend to any obligation of any party that is prospective in nature or that arises after the Closing Date.
Section 5.3 — Purchase Price Adjustment Exclusion
This Policy does not cover, and the Insurer shall have no liability for, any Loss to the extent such Loss constitutes or arises from a purchase price adjustment, working capital true-up, or similar post-closing adjustment under Section 2.7 of the Acquisition Agreement or any ancillary agreement. This exclusion applies regardless of whether the purchase price adjustment results in a payment by or to the Insured, and regardless of whether the purchase price adjustment relates to matters that could also give rise to a claim for breach of a Covered Representation.
Section 5.4 — Specific Exclusions
In addition to the exclusions set forth in Sections 5.1 through 5.3 above, this Policy does not cover, and the Insurer shall have no liability for, any Loss to the extent such Loss arises from or relates to any of the following:
(a) Asbestos and Pollution. Bodily injury or property damage arising from the presence of, exposure to, or release of asbestos, asbestos-containing materials, or environmental pollutants (including, without limitation, any hazardous substance, hazardous waste, toxic substance, or pollutant as defined under any applicable environmental law), except to the extent that such Loss arises from a breach of an environmental representation set forth in Article IV of the Acquisition Agreement (Section 4.13) and is otherwise covered under this Policy.
(b) ERISA and Pension. Losses arising from the underfunding of any pension plan, defined benefit plan, multiemployer plan, or other employee benefit plan subject to the Employee Retirement Income Security Act of 1974 ("ERISA"), the Pension Protection Act of 2006, or any similar law of any jurisdiction, to the extent such underfunding arises from events occurring after the Closing Date. For the avoidance of doubt, this exclusion does not apply to Losses arising from a breach of the employee benefits representations in Section 4.11 of the Acquisition Agreement to the extent such breach relates to the funding status of any such plan as of or prior to the Closing Date.
(c) Transfer Pricing Adjustments. Losses arising solely from post-Closing transfer pricing adjustments, assessments, or reassessments by any tax authority of any jurisdiction that are attributable to intercompany arrangements between or among the Company and any Company Subsidiary (or any of their respective affiliates) that are restructured, modified, or entered into after the Closing Date. This exclusion does not apply to transfer pricing adjustments attributable to intercompany arrangements existing as of the Closing Date to the extent such adjustments give rise to a breach of the Tax Representations.
(d) Criminal Fines and Penalties. Fines, penalties, or other amounts assessed or imposed as a result of the criminal conduct of the Insured or any officer, director, or employee of the Insured (as distinguished from criminal conduct of the Company, the Company Subsidiaries, or their pre-Closing officers, directors, or employees). This exclusion does not apply to fines, penalties, or other amounts that are payable to a third party in connection with a third-party claim and that arise from a breach of a Covered Representation attributable to the pre-Closing conduct of the Company or the Company Subsidiaries.
(e) Product Liability. Bodily injury or property damage arising from the design, manufacture, distribution, sale, installation, operation, maintenance, or use of any product or service (including software and SaaS products) of the Company or any Company Subsidiary, except to the extent that such Loss arises from a breach of a specific representation set forth in Article IV of the Acquisition Agreement and is otherwise covered under this Policy.
(f) Consequential Damages. Punitive damages, exemplary damages, or multiplied damages (including treble damages), except to the extent such damages are payable to a third party in connection with a third-party claim. For the avoidance of doubt, this exclusion does not apply to diminution in value damages, which are included within the definition of Loss under this Policy.
(g) Cyber/Data Breach Events Occurring Post-Closing. Any Loss arising from or relating to a data breach, cybersecurity incident, unauthorized access, or similar event that first occurs after the Closing Date (July 9, 2024). This exclusion does not apply to Losses arising from a breach of the data privacy and cybersecurity representations in Section 4.17 of the Acquisition Agreement to the extent such breach relates to events, conditions, or vulnerabilities existing as of or prior to the Closing Date, even if the effects of such breach are first discovered or manifest after the Closing Date.
Section 5.5 — Fraud Exclusion
Notwithstanding the foregoing provisions of this Article V, the exclusions set forth in Sections 5.1 through 5.4 above shall not apply to any Loss to the extent such Loss arises from fraud committed by any officer, director, or controlling shareholder of the Company (Cloudium Technologies plc) prior to or at the Closing. For purposes of this Section 5.5, "fraud" means an intentional misrepresentation of a material fact in a Covered Representation made with the intent to deceive the Insured and upon which the Insured actually relied to its detriment. This fraud carve-out is intended to ensure that the Insured retains the full benefit of the coverage provided by this Policy in circumstances where the Company's pre-Closing officers, directors, or controlling shareholders engaged in fraudulent conduct.
ARTICLE VI — SUBROGATION
Section 6.1 — General Subrogation Rights
Upon the payment of any Loss under this Policy, the Insurer shall be subrogated, to the extent of such payment, to all rights and remedies of the Insured under the Acquisition Agreement, the Escrow Agreement, and applicable law, including, without limitation, the right to recover from the Company's former stockholders (acting through the Stockholder Representative), the Rollover Participants, and any other person or entity that may be liable for or responsible for the Loss paid by the Insurer. The Insurer's subrogation rights shall be exercisable in the name of the Insured or in the Insurer's own name, as the Insurer may elect, and shall include the right to commence and prosecute legal proceedings, arbitrations, and other dispute resolution proceedings.
The Insurer's subrogation rights shall not be exercised in a manner that would materially interfere with the Insured's ongoing business operations or relationships with the Surviving Corporation, the Company Subsidiaries, or the Rollover Participants, except as may be necessary to protect the Insurer's legitimate interests. The Insurer shall consult with the Insured in good faith prior to initiating any subrogation action.
Section 6.2 — Waiver of Subrogation
Notwithstanding Section 6.1 above, the Insurer hereby irrevocably waives all rights of subrogation against the following persons and entities, except as otherwise provided herein:
(a) Cloudium Technologies plc and its current and former officers and directors, including Jonathan Hargrove (Chief Executive Officer), Sienna Whitfield (Chief Financial Officer), Nadia Chowdhury (General Counsel and Chief Compliance Officer), and Douglas Pemberton (Independent Board Chair), and their respective heirs, executors, administrators, and personal representatives, except in cases of fraud or intentional misrepresentation committed by the relevant person.
(b) The Rollover Participants, consisting of Jonathan Hargrove and Pinnacle Growth Ventures LLC (Evelyn Carmichael, Managing Partner), and their respective affiliates, successors, and assigns, except in cases of fraud or intentional misrepresentation committed by the relevant Rollover Participant.
(c) The Stockholder Representative, Douglas Pemberton, in his individual capacity and in his capacity as representative of the Company's former stockholders, except in cases of fraud committed by Mr. Pemberton.
Fraud Carve-Out. The subrogation waivers set forth in this Section 6.2 shall not apply, and the Insurer shall retain its full subrogation rights, to the extent that the Loss paid by the Insurer arises from actual fraud committed by the relevant person against whom subrogation is sought. For purposes of this carve-out, "actual fraud" means an intentional misrepresentation of a material fact in a Covered Representation, made with the knowledge that such representation was false and with the intent to induce the Insured to enter into or consummate the Transaction. Constructive fraud, negligent misrepresentation, and recklessness (absent intent to deceive) shall not constitute "actual fraud" for purposes of this carve-out.
Section 6.3 — Cooperation in Subrogation
The Insured shall cooperate with the Insurer in good faith in any subrogation action or proceeding, including, without limitation:
(a) providing the Insurer with reasonable access to documents, records, and other information in the Insured's possession, custody, or control that are relevant to the subrogation claim;
(b) making available the Insured's officers, directors, employees, and agents (including, to the extent reasonably available, the personnel of the Surviving Corporation and the Company Subsidiaries) as witnesses in connection with any subrogation action or proceeding;
(c) executing and delivering such instruments, agreements, and other documents as may be reasonably necessary to effectuate the Insurer's subrogation rights; and
(d) refraining from taking any action that would materially impair the Insurer's subrogation rights without the Insurer's prior written consent (not to be unreasonably withheld, conditioned, or delayed).
The Insurer shall reimburse the Insured for all reasonable and documented out-of-pocket costs and expenses incurred by the Insured in connection with its cooperation obligations under this Section 6.3, except to the extent that such costs and expenses are otherwise recoverable as Loss under this Policy.
ARTICLE VII — CLAIMS PROCEDURES
Section 7.1 — Notice of Claim
The Insured shall provide written notice to the Insurer of any claim, or any circumstance reasonably likely to give rise to a claim, under this Policy as promptly as reasonably practicable after the Insured first becomes aware of such claim or circumstance, and in any event within sixty (60) days of such awareness. Such notice shall be delivered in writing to:
Insurer: Northfield Assurance Ltd. 30 St Mary Axe London EC3A 8BF United Kingdom
Attention: Patrick Graves, Senior Vice President, Transactional Risk
Email: [claims@northfieldassurance.co.uk]
with a concurrent copy to:
Broker: Peregrine Advisory Group LLC 1166 Avenue of the Americas New York, NY 10036
Attention: Timothy Gallagher, Lead Broker
Email: [tgallagher@peregrineadvisory.com]
Failure to provide notice within the sixty (60) day period specified above shall not void or forfeit coverage under this Policy unless the Insurer demonstrates that it suffered actual and material prejudice as a direct result of the delay in notification. The burden of proving such actual and material prejudice shall be on the Insurer. In no event shall the Insured's failure to provide timely notice relieve the Insurer of its obligations under this Policy to the extent that the Insurer has not been materially prejudiced by such failure.
Section 7.2 — Contents of Claim Notice
Each claim notice delivered pursuant to Section 7.1 shall contain the following information, to the extent reasonably available to the Insured at the time of notice:
(a) A reasonably detailed description of the facts and circumstances giving rise to the alleged breach of, or inaccuracy in, the Covered Representation, including a summary of the nature of the breach or inaccuracy and the manner in which it was discovered.
(b) Identification of the specific section(s) of Article IV of the Acquisition Agreement that are implicated by the alleged breach or inaccuracy.
(c) A good-faith estimate of the amount of Loss that has been incurred or is reasonably expected to be incurred as a result of the alleged breach or inaccuracy, if such estimate is reasonably ascertainable at the time of notice. If such estimate is not reasonably ascertainable, the notice shall so state.
(d) Copies of any third-party demand letter, complaint, summons, subpoena, governmental inquiry, or other correspondence received by the Insured or the Surviving Corporation relating to the alleged breach or inaccuracy, if applicable.
The Insured may supplement or amend any claim notice at any time after its initial delivery to provide additional information, updated estimates, or other relevant details as they become available. The Insurer shall not deny or reduce coverage solely on the basis of any inadvertent omission or inaccuracy in the initial claim notice, provided that the Insured corrects such omission or inaccuracy as promptly as reasonably practicable after becoming aware of it.
Section 7.3 — Investigation and Cooperation
Upon receipt of a claim notice, the Insurer shall have the right, at its own expense, to investigate any noticed claim or circumstance. The Insurer's investigation rights include, without limitation:
(a) Review of due diligence materials, data room contents, and communications provided to or generated by the Insured, its advisors, or the Insurer during the underwriting process.
(b) Review of the Disclosure Schedules and any updates thereto.
(c) Interviews with, and reasonable access to, relevant personnel of the Insured, the Surviving Corporation, and the Company Subsidiaries, upon reasonable notice and at mutually agreeable times and locations.
(d) Review of books, records, documents, contracts, financial statements, and other materials of the Surviving Corporation and the Company Subsidiaries that are relevant to the noticed claim.
The Insured shall provide, and shall cause the Surviving Corporation and the Company Subsidiaries to provide, reasonable cooperation with the Insurer's investigation, including access to relevant personnel, documents, and records. The Insurer may retain independent legal counsel, accountants, consultants, and other experts at its own expense to assist in the investigation and evaluation of any noticed claim. The Insurer's investigation shall be conducted in a manner that minimizes disruption to the business operations of the Insured, the Surviving Corporation, and the Company Subsidiaries, and the Insurer shall comply with all applicable confidentiality obligations.
Section 7.4 — Defense and Settlement
Direct Claims (First-Party Claims). For direct claims (i.e., claims asserted by the Insured against the Insurer under this Policy, as opposed to third-party claims), the Insured shall control the claim process, including any indemnification claim under Article IX of the Acquisition Agreement asserted against the Stockholder Representative or the Escrow. The Insured shall keep the Insurer reasonably informed of the status of any such direct claim and shall consult with the Insurer in good faith regarding the strategy for resolving such claim.
Third-Party Claims. For third-party claims (i.e., claims asserted against the Insured, the Surviving Corporation, or any Company Subsidiary by any person or entity other than the Insured), the Insured shall control the defense of such claim, including the selection of defense counsel and the determination of defense strategy. The Insurer shall have the right, at its own expense, to associate counsel of its choosing in the defense of any third-party claim that is reasonably likely to give rise to a Loss under this Policy. The Insured shall provide the Insurer with copies of all material pleadings, correspondence, and other documents relating to the defense of any third-party claim, and shall consult with the Insurer in good faith regarding material strategic decisions in the defense of such claim.
Settlement Consent. The Insurer's prior written consent (not to be unreasonably withheld, conditioned, or delayed) shall be required for any settlement of a third-party claim in excess of Five Million Dollars ($5,000,000) that would result in a Loss to the Insurer under this Policy. The Insurer shall respond to any request for settlement consent within fifteen (15) business days of receiving all information reasonably necessary to evaluate the proposed settlement. If the Insurer fails to respond within such period, the Insurer shall be deemed to have consented to the proposed settlement.
Preservation of Subrogation Rights. The Insured shall not settle any claim or third-party claim in a manner that materially prejudices the Insurer's subrogation rights under Article VI of this Policy without the Insurer's prior written consent (not to be unreasonably withheld, conditioned, or delayed). The Insured shall use commercially reasonable efforts to preserve the Insurer's subrogation rights in connection with the resolution of any claim.
Section 7.5 — Payment of Claims
The Insurer shall pay or deny each validly noticed claim within sixty (60) days of receiving all information and documentation reasonably requested by the Insurer in connection with its investigation and evaluation of such claim under Section 7.3. If the Insurer determines that additional time is reasonably necessary to complete its investigation, it shall provide written notice to the Insured of the basis for such extension and the estimated additional time required, provided that in no event shall the total review period exceed one hundred twenty (120) days from the date of the Insurer's receipt of the initial claim notice and all reasonably requested information.
Payments of Loss under this Policy shall be made to the Insured by wire transfer of immediately available funds to an account designated by the Insured in writing. Each payment shall be accompanied by a written explanation of the amount paid and the basis for the Insurer's determination, including identification of the Covered Representation(s) to which the payment relates an

CONFIDENTIAL — SUBJECT TO THE TERMS AND CONDITIONS SET FORTH HEREIN

BUYER-SIDE REPRESENTATION AND WARRANTY INSURANCE POLICY

POLICY DECLARATIONS PAGE

Record

Parties

Dates

Amounts