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

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NO-CLAIMS DECLARATION

Delivered Pursuant to Buyer-Side Representation and Warranty Insurance Policy No. NFA-TRI-2024-00487

July 9, 2024

This No-Claims Declaration (this "Declaration") is delivered by Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (the "Buyer" or "Fund VI"), to Northfield Assurance Ltd., a company organized under the laws of England and Wales, with its principal offices at 30 St Mary Axe, London EC3A 8BF (the "Insurer"), in connection with the Buyer-Side Representation and Warranty Insurance Policy No. NFA-TRI-2024-00487 (the "Policy") issued by the Insurer.

This Declaration is delivered in connection with the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) ("Cloudium" or the "Company"), Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (the "Buyer" or "Fund VI").

SECTION 1: RECITALS

A. The Insurer issued the Policy, bearing Policy No. NFA-TRI-2024-00487, to the Buyer as a buyer-side representation and warranty insurance policy. The Insurer's principal offices are located at 30 St Mary Axe, London EC3A 8BF, United Kingdom.

B. The Policy was issued in connection with the reverse triangular merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc, with Cloudium surviving the merger as a wholly owned subsidiary of Fund VI, all as contemplated by and pursuant to the terms of the Merger Agreement. The merger is structured as a reverse triangular merger under applicable provisions of the Delaware General Corporation Law and the UK Companies Act 2006, with the Certificate of Merger to be filed with the Delaware Secretary of State at 11:59 PM Eastern Time on the Closing Date.

C. The aggregate merger consideration payable in connection with the transactions contemplated by the Merger Agreement is approximately Six Billion Eight Hundred Million Dollars ($6,800,000,000), representing approximately Thirty-Six Dollars and Ninety-Two Cents ($36.92) per share of Cloudium common stock for the 184,200,000 shares of Cloudium common stock outstanding as of the date immediately prior to the Closing.

D. The Policy provides coverage on the following material terms:

(i) Policy Limit: Six Hundred Eighty Million Dollars ($680,000,000), representing ten percent (10%) of the aggregate deal value;

(ii) Retention: Five Hundred Forty-Four Million Dollars ($544,000,000), equal to the indemnity escrow amount and representing eight percent (8%) of the aggregate deal value;

(iii) Retention Drop-Down: Fifty percent (50%) of the retention amount drops to Two Hundred Seventy-Two Million Dollars ($272,000,000) on the date that is twelve (12) months after the Closing Date, provided that no claims are pending under the Policy as of such date;

(iv) Premium: Thirteen Million Six Hundred Thousand Dollars ($13,600,000), representing a rate of two percent (2.0%) on the Policy limit, which premium was paid in full by the Buyer at binding on January 19, 2024; and

(v) Coverage Scope: The Seller Representations, being the representations and warranties of the Company as set forth in Article IV of the Merger Agreement, subject to the terms, conditions, and exclusions of the Policy.

E. On January 19, 2024, the Insurer and the Buyer entered into that certain Binder Agreement (the "Binder Agreement"), pursuant to which the Insurer agreed to bind coverage under the Policy upon the terms and subject to the conditions set forth therein, including the payment of the premium referenced in Recital D(iv) above and the satisfaction of certain conditions precedent, including the delivery of this Declaration.

F. Peregrine Advisory Group LLC ("Peregrine"), with its principal offices at 1166 Avenue of the Americas, New York, NY 10036, acted as the Buyer's representation and warranty insurance broker in connection with the placement of the Policy. Timothy Gallagher, Managing Director, served as lead broker on the engagement. Peregrine facilitated all broker-market communications, coordinated the underwriting process, and assisted in the negotiation of the Policy terms.

G. The closing of the transactions contemplated by the Merger Agreement (the "Closing") is occurring on July 9, 2024 (the "Closing Date"), with the Certificate of Merger to be filed with the Delaware Secretary of State at 11:59 PM Eastern Time on the Closing Date. All conditions to the Closing set forth in the Merger Agreement have been satisfied or waived in accordance with the terms thereof.

H. Pursuant to the terms of the Policy, the delivery of this No-Claims Declaration by the Buyer at or prior to the Closing is a condition precedent to the effectiveness of coverage under the Policy. This Declaration is being delivered in satisfaction of such condition.

SECTION 2: DEFINED TERMS

Capitalized terms used but not otherwise defined in this Declaration shall have the meanings ascribed to such terms in the Policy or, if not defined in the Policy, the meanings ascribed to such terms in the Merger Agreement. For purposes of convenience, the following key defined terms are referenced herein:

"Buyer" or "Insured" means Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (EIN: 87-4523190), with its principal office at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801.

"Company" means Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521; US EIN: 83-2196754), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its US headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103.

"Merger Sub" means Stratos Merger Sub Inc., a Delaware corporation (DE File No. 7923841), with its registered office at 1209 Orange Street, Wilmington, Delaware 19801.

"Merger Agreement" means the Agreement and Plan of Merger, dated as of January 22, 2024, among the Company, Merger Sub, and the Buyer, as the same may have been amended, supplemented, or modified from time to time in accordance with the terms thereof.

"Policy" means the Buyer-Side Representation and Warranty Insurance Policy No. NFA-TRI-2024-00487, issued by Northfield Assurance Ltd., as the same may have been amended, supplemented, or modified from time to time in accordance with the terms thereof.

"Seller Representations" means the representations and warranties of the Company as set forth in Article IV of the Merger Agreement, including, without limitation, representations and warranties relating to organization and qualification, capitalization, authority and enforceability, financial statements, absence of undisclosed liabilities, absence of certain changes, compliance with laws, litigation, intellectual property, tax matters, employee benefits, environmental matters, material contracts, real property, insurance, and related matters.

"Knowledge" or "Buyer's Knowledge" has the meaning ascribed to such term in the Policy, and means the actual knowledge, after reasonable inquiry, of those individuals identified in the Policy as "Knowledge Individuals." The Knowledge Individuals are identified on Schedule A attached hereto and incorporated herein by reference, and include:

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

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

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

"Material Adverse Effect" or "material adverse effect" has the meaning ascribed to such term in Section 1.1 of the Merger Agreement, including, without limitation, the carve-outs set forth therein for (i) pandemics, epidemics, or similar public health events (including COVID-19 and any mutations or variants thereof), (ii) the outbreak, continuation, or escalation of hostilities, acts of war, sabotage, cyberattacks, terrorism, or military actions, and (iii) any changes in applicable laws, regulations, or the interpretation thereof by any governmental authority.

"Escrow Amount" means the sum of Five Hundred Forty-Four Million Dollars ($544,000,000), to be deposited with Cobalt Trust Company at the Closing in accordance with the terms of the Escrow Agreement.

"Indemnification Cap" means the maximum aggregate liability of the Company's former stockholders for indemnification obligations under the Merger Agreement, which is equal to fifteen percent (15%) of the aggregate deal value, or One Billion Twenty Million Dollars ($1,020,000,000).

"Known Loss Exclusion" means the standard known-loss exclusion as set forth in Section 5.1(a) of the Policy, which excludes from coverage any Loss arising from any breach or inaccuracy of any Seller Representation of which the Buyer had knowledge (as defined in the Policy) as of the date of the Policy or the Closing Date, whichever is applicable.

SECTION 3: DECLARATIONS AND CERTIFICATIONS

The Buyer hereby makes the following declarations and certifications, each of which is true and correct as of the date hereof and as of the Closing Date:

3.1 No Known Breaches of Seller Representations

The Buyer hereby certifies and declares that, as of the date hereof and as of the Closing Date, to the Buyer's Knowledge (as defined in the Policy and as further described in Section 2 above), there exists no breach or inaccuracy of any of the Seller Representations set forth in Article IV of the Merger Agreement that would reasonably be expected to give rise to a claim by the Buyer or any other Insured under the Policy. The Buyer has conducted a thorough review of the Seller Representations and, based on the diligence process undertaken in connection with the transactions contemplated by the Merger Agreement and the information available to the Knowledge Individuals as of the date hereof, the Buyer is not aware of any facts, circumstances, or conditions that indicate any breach or inaccuracy of any Seller Representation that would be reasonably likely to result in a covered Loss under the Policy.

3.2 No Known Losses

The Buyer hereby certifies and declares that, as of the date hereof and as of the Closing Date, to the Buyer's Knowledge, no event, circumstance, condition, or state of facts has occurred or exists that would reasonably be expected to give rise to a Loss (as defined in the Policy) for which the Buyer or any other Insured would seek recovery under the Policy. Without limiting the generality of the foregoing, the Buyer is not aware of any claims, liabilities, damages, costs, expenses, judgments, settlements, fines, penalties, or other amounts that the Buyer or any other Insured may be entitled to recover under the Policy as a result of any breach or inaccuracy of any Seller Representation.

3.3 No Pending or Threatened Claims

The Buyer hereby certifies and declares that, as of the date hereof and as of the Closing Date, to the Buyer's Knowledge, there are no pending or threatened claims, demands, actions, suits, arbitrations, investigations, or proceedings (whether at law, in equity, or before any administrative or regulatory body) against the Company, any of its subsidiaries, or against the Buyer, arising out of or relating to any breach or alleged breach of the Seller Representations that would reasonably be expected to give rise to a claim under the Policy. For the avoidance of doubt, the Company's subsidiaries referenced in this Section 3.3 include, without limitation:

(a) Cloudium Technologies UK Ltd. (Company No. 11287456), a company incorporated under the laws of England and Wales;

(b) Cloudium Technologies India Pvt. Ltd., a company organized under the laws of India; and

The Buyer further certifies that it has not received any written or oral notice of any such pending or threatened claim, demand, action, suit, or proceeding from any third party, governmental authority, or other person as of the date hereof.

3.4 No Material Changes Since Signing

The Buyer hereby certifies and declares that, as of the date hereof and as of the Closing Date, to the Buyer's Knowledge, no event, development, or circumstance has occurred since the date of the Merger Agreement (January 22, 2024) that constitutes or would reasonably be expected to constitute a Material Adverse Effect (as defined in the Merger Agreement) on the Company. The Buyer has monitored the operations, financial condition, and business prospects of the Company during the interim period between the execution of the Merger Agreement and the Closing Date and is not aware of any material change in the Company's business, assets, liabilities, operations, results of operations, financial condition, or prospects that would rise to the level of a Material Adverse Effect, subject to the carve-outs set forth in the definition thereof in Section 1.1 of the Merger Agreement.

3.5 Due Diligence Disclosure

The Buyer hereby certifies and declares that, to the Buyer's Knowledge, the diligence materials, reports, summaries, and information provided to the Insurer and to Peregrine Advisory Group LLC during the underwriting process were, at the time of their delivery, true, complete, and accurate in all material respects, and no material facts were omitted therefrom that would be necessary to make the statements contained therein not misleading in light of the circumstances under which they were made. Without limiting the generality of the foregoing, the materials referenced in this Section 3.5 include:

(i) the diligence presentation made to Northfield Assurance Ltd. underwriters on or about January 16, 2024, including the presentation slides, oral commentary, and question-and-answer session conducted during such presentation;

(ii) the diligence materials transmitted to Northfield Assurance Ltd. and Peregrine Advisory Group LLC on or about January 12, 2024, including all attachments, exhibits, and supplemental materials accompanying such transmission; and

(iii) all subsequent correspondence, supplemental information, and clarifications provided to the Insurer or Peregrine Advisory Group LLC in connection with the underwriting of the Policy through the date hereof.

The Buyer further confirms that the diligence process conducted in connection with the transactions contemplated by the Merger Agreement included a comprehensive review across all legal diligence workstreams, including corporate organization and good standing, capitalization and equity interests, material contracts, intellectual property, information technology and data privacy, litigation and disputes, regulatory and compliance matters, tax, employee benefits and compensation, environmental, real property, insurance, financial statements and undisclosed liabilities, and related areas. The scope and findings of such diligence review are summarized in Calderwood & Harkness LLP's Due Diligence Summary Memorandum dated January 5, 2024 (the "Diligence Memorandum"), a copy of which was previously provided to the Insurer and Peregrine Advisory Group LLC.

3.6 No Undisclosed Side Agreements

The Buyer hereby certifies and declares that there are no undisclosed side agreements, arrangements, understandings (whether written or oral, formal or informal), or commitments between the Buyer and the Company, or between any of their respective affiliates, officers, directors, shareholders, partners, members, managers, employees, agents, or representatives—including, without limitation, Jonathan Hargrove (in his capacity as a significant stockholder of the Company) and Pinnacle Growth Ventures LLC (in its capacity as a stockholder of the Company)—that would:

(a) affect, modify, supplement, or otherwise alter the Seller Representations or any provision of the Merger Agreement relating thereto;

(b) affect, modify, supplement, limit, or otherwise alter any Insured's rights to coverage or recovery under the Policy;

(c) provide for any additional indemnification, contribution, or reimbursement obligations outside the scope of the Merger Agreement and the Policy; or

(d) create any arrangement pursuant to which the economic burden of any Loss would be allocated in a manner inconsistent with the terms of the Merger Agreement, the Escrow Agreement, or the Policy.

3.7 Escrow and Indemnification Mechanics Confirmation

The Buyer confirms that the indemnity escrow in the amount of Five Hundred Forty-Four Million Dollars ($544,000,000) (the "Escrow Amount") is being funded at the Closing with Cobalt Trust Company, a national banking association (the "Escrow Agent"), in accordance with the terms of the Escrow Agreement dated as of January 22, 2024 (effective as of the Closing), among Fund VI, Cobalt Trust Company, and Douglas Pemberton, in his capacity as the Stockholder Representative appointed pursuant to the Merger Agreement (the "Escrow Agreement").

The Buyer further confirms that the indemnification provisions of the Merger Agreement remain in full force and effect as of the Closing Date, including the following material terms:

(i) an aggregate indemnification cap of One Billion Twenty Million Dollars ($1,020,000,000), equal to fifteen percent (15%) of the aggregate deal value;

(ii) a tipping basket of Fifty-One Million Dollars ($51,000,000), equal to seventy-five basis points (0.75%) of the aggregate deal value, which operates as a deductible (i.e., first-dollar recovery applies once the tipping basket threshold is exceeded); and

(iii) a de minimis threshold of Five Hundred Thousand Dollars ($500,000) per individual claim, below which no claim shall be counted toward the tipping basket or otherwise recoverable under the indemnification provisions of the Merger Agreement.

The Buyer confirms that the Policy is intended to provide excess coverage above the indemnity escrow. The Policy's retention of Five Hundred Forty-Four Million Dollars ($544,000,000) is equal to, and intended to be coextensive with, the Escrow Amount, such that the Policy provides coverage for first-dollar Losses above the retention amount, up to the aggregate Policy limit of Six Hundred Eighty Million Dollars ($680,000,000).

The Buyer further confirms the escrow release schedule set forth in the Escrow Agreement, as follows:

(a) Fifty percent (50%) of the Escrow Amount, equal to Two Hundred Seventy-Two Million Dollars ($272,000,000), shall be released to the Stockholder Representative on behalf of the former stockholders of the Company on July 9, 2025, the date that is twelve (12) months after the Closing Date, net of the amount of any pending or unresolved indemnification claims as of such date; and

(b) The remaining balance of the Escrow Amount shall be released to the Stockholder Representative on behalf of the former stockholders of the Company on January 9, 2026, the date that is eighteen (18) months after the Closing Date (which date coincides with the expiration of the survival period for the Seller Representations under the Merger Agreement), net of the amount of any pending or unresolved indemnification claims as of such date.

SECTION 4: ACKNOWLEDGMENTS

4.1 Known-Loss Exclusion

The Buyer acknowledges and agrees that the Policy contains a known-loss exclusion, as set forth in Section 5.1(a) of the Policy (the "Known Loss Exclusion"). The Buyer understands and agrees that any Loss arising from any breach or inaccuracy of any Seller Representation that was known to the Buyer's Knowledge (as defined in the Policy) as of the Closing Date is excluded from coverage under the Policy. The Buyer further acknowledges that this Declaration is being delivered, in part, to confirm the scope and applicability of the Known Loss Exclusion as of the Closing Date, and that the certifications and declarations set forth in Section 3 of this Declaration are directly relevant to the determination of the Known Loss Exclusion.

4.2 Subrogation. The Buyer acknowledges that the Insurer has waived its right of subrogation against the Company and its current and former officers and directors with respect to any claim paid under the Policy, except in cases of actual and intentional fraud by any such person, as more fully set forth in the subrogation provisions of the Policy. The Buyer further acknowledges that such waiver of subrogation does not affect or limit the Insurer's rights of subrogation against any other third party or the Insurer's rights under applicable law, except as expressly provided in the Policy.

4.3 Survival Period

The Buyer acknowledges that the Seller Representations survive the Closing for a period of eighteen (18) months following the Closing Date, expiring on January 9, 2026, subject to the specific terms and conditions of the Merger Agreement and the Policy. The Buyer understands that no claim may be brought under the Policy with respect to any breach or inaccuracy of any Seller Representation unless written notice of such claim is delivered to the Insurer in accordance with the claims notification procedures set forth in the Policy prior to the expiration of the applicable survival period. Notwithstanding the foregoing, the Buyer acknowledges that certain fundamental representations (including representations regarding organization, authority, capitalization, and tax matters, as specified in the Policy) may be subject to extended survival periods as set forth in the Merger Agreement and the Policy.

4.4 Reliance. The Buyer acknowledges that the Insurer is relying on the certifications, declarations, representations, and statements made by the Buyer in this No-Claims Declaration in providing coverage under the Policy effective as of the Closing Date. The Buyer further acknowledges and agrees that any material misstatement, misrepresentation, or omission in this Declaration—whether made knowingly, recklessly, or negligently—may affect, limit, or preclude the Buyer's rights to recovery under the Policy, including, without limitation, by expanding the scope of the Known Loss Exclusion or by providing the Insurer with grounds to rescind, void, or reform the Policy in accordance with applicable law and the terms thereof. The Buyer has reviewed this Declaration carefully and has had the opportunity to consult with its legal counsel, Calderwood & Harkness LLP, in connection with the preparation and delivery hereof.

SECTION 5: REPRESENTATIONS REGARDING AUTHORITY

The undersigned hereby represents and warrants to the Insurer as follows:

(a) The Buyer is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited partnership power and authority to execute, deliver, and perform its obligations under this No-Claims Declaration.

(b) The undersigned signatory is duly authorized to execute and deliver this No-Claims Declaration on behalf of the Buyer in such signatory's capacity as an authorized signatory of Solara Fund VI GP LLC, the general partner of the Buyer.

(c) The execution, delivery, and performance of this No-Claims Declaration by the Buyer has been duly authorized by all necessary partnership action on the part of the Buyer, including the requisite action by Solara Fund VI GP LLC, a Delaware limited liability company, in its capacity as the sole general partner of the Buyer. No further consents, approvals, or authorizations are required in connection with the execution and delivery of this Declaration by the Buyer.

(d) This No-Claims Declaration constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and to general principles of equity (whether considered in a proceeding in equity or at law).

SECTION 6: MISCELLANEOUS PROVISIONS

6.1 Governing Law

This No-Claims Declaration shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict-of-laws principles thereof that would require or permit the application of the laws of any other jurisdiction. The parties acknowledge that the governing law of this Declaration is consistent with the governing law provisions of both the Merger Agreement and the Policy.

6.2 Counterparts. This No-Claims Declaration may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Declaration by facsimile, portable document format (.pdf), or other electronic transmission shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original executed copy of this Declaration.

6.3 Delivery. Original executed copies of this No-Claims Declaration shall be delivered to each of the following:

(a) Northfield Assurance Ltd.

Attn: Patrick Graves, Senior Vice President, Transactional Risk

30 St Mary Axe London EC3A 8BF United Kingdom

(b) Peregrine Advisory Group LLC

Attn: Timothy Gallagher, Managing Director

1166 Avenue of the Americas New York, NY 10036

Calderwood & Harkness LLP

Attn: Harrison Wexford, Partner

599 Lexington Avenue New York, NY 10022 Matter No. 1041-00003

6.4 Integration. This No-Claims Declaration is delivered solely in satisfaction of the condition set forth in Section 7.2(d) of the Policy and does not amend, modify, supplement, or otherwise alter the terms, conditions, exclusions, or provisions of the Policy or the Merger Agreement. Nothing in this Declaration shall be deemed to create any rights, obligations, or liabilities not otherwise existing under the Policy or the Merger Agreement, and this Declaration shall not be construed to expand or limit the scope of coverage provided under the Policy except as expressly set forth herein. In the event of any conflict or inconsistency between the terms of this Declaration and the terms of the Policy, the terms of the Policy shall control.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this No-Claims Declaration as of the date first written above.

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

By: Solara Fund VI GP LLC, its General Partner

By: ________

Name: Marcus Elliston

Title: Authorized Signatory

Date: July 9, 2024

ACKNOWLEDGMENT OF RECEIPT

The undersigned hereby acknowledges receipt of this No-Claims Declaration and confirms that the condition to effectiveness of coverage under Policy No. NFA-TRI-2024-00487 requiring delivery of a No-Claims Declaration by the Buyer has been satisfied as of the date set forth below.

NORTHFIELD ASSURANCE LTD.

By: ________

Name: Patrick Graves

Title: Senior Vice President, Transactional Risk

Date: ________

SCHEDULE A

IDENTIFICATION OF KNOWLEDGE INDIVIDUALS (As Defined in the Policy)

The following individuals have been designated as "Knowledge Individuals" under the Policy. Each Knowledge Individual listed below undertook or supervised comprehensive legal, financial, tax, and regulatory due diligence of the Company and its subsidiaries during the period from September 2023 through January 2024 in connection with the transactions contemplated by the Merger Agreement.

Scope of Due Diligence. The due diligence process undertaken by the Knowledge Individuals, together with the broader deal team and third-party advisors, included a comprehensive review of the following matters with respect to the Company and its subsidiaries:

(a) Disclosure Schedules. Review and analysis of the Company's disclosure schedules delivered in connection with the Merger Agreement, including all supplements and updates thereto.

(b) Material Contracts. Review of the Company's material contracts, including, without limitation, (i) the Master SaaS Agreement with Aegis Federal Solutions Inc., including the change of control provisions contained therein and the potential impact of the merger on the Company's rights and obligations thereunder, and (ii) the Technology License Agreement with Helix Data Systems GmbH, including the scope of licensed intellectual property and the territorial and field-of-use restrictions applicable thereto.

(c) Existing Indebtedness. Review of the Company's existing indebtedness, including the credit agreement dated March 15, 2021, among the Company, certain of its subsidiaries (as guarantors), and Atlas Commercial Lending Corp. (as administrative agent and lender), including the change of control, prepayment, and consent provisions contained therein.

(d) intellectual Property. Review of the Company's intellectual property portfolio, including patents, trademarks, copyrights, trade secrets, domain names, and software, as well as third-party license agreements and open-source software usage.

(e) Litigation. Review of all pending, threatened, or reasonably anticipated litigation, arbitration, administrative proceedings, and governmental investigations involving the Company or any of its subsidiaries.

(f) Regulatory Matters. Review of regulatory compliance matters, including data privacy and cybersecurity regulations (GDPR, CCPA, and sector-specific requirements), export controls, sanctions, and anti-corruption compliance.

(g) Employee Benefits. Review of the Company's employee benefit plans, compensation arrangements, equity incentive plans, and employment agreements, including change of control and severance obligations.

(h) Financial Statements. Review of the Company's audited and unaudited financial statements, including the audited consolidated financial statements for the fiscal years ended December 31, 2021, December 31, 2022, and December 31, 2023, each as audited by Harwell & Dobson LLP, as well as interim unaudited financial statements for subsequent periods.

(i) Tax. Review of the Company's tax compliance, tax positions, and potential tax exposures across all material jurisdictions, including the United States, the United Kingdom, India, and Germany.

(j) Environmental. Review of environmental compliance matters, including Phase I environmental site assessments for material real property holdings and leased facilities.

(k) Insurance. Review of the Company's insurance program, including directors' and officers' liability, general commercial liability, cyber liability, and property insurance policies.

(l) Real Property. Review of material real property interests, including owned and leased properties, and material lease agreements.

The diligence findings and conclusions are summarized in the Diligence Memorandum prepared by Calderwood & Harkness LLP, dated January 5, 2024, a copy of which was provided to the Insurer and to Peregrine Advisory Group LLC in connection with the underwriting of the Policy.

CONFIDENTIAL — This No-Claims Declaration and the information contained herein are confidential and are intended solely for the use of the addressees identified herein. This Declaration is subject to the confidentiality provisions of the Policy and the Merger Agreement.

Name	Title	Organization	Role in Due Diligence
Marcus Elliston	Founder & Managing Partner	Solara Digital Infrastructure LP	Overall deal sponsor; supervised commercial and financial due diligence; reviewed and approved final investment memorandum
Priya Narasimhan	Co-Managing Partner & Chief Investment Officer	Solara Digital Infrastructure LP	Led financial and operational due diligence; supervised valuation analysis; reviewed financial statements audited by Harwell & Dobson LLP
Harrison Wexford	Responsible Partner, Mergers & Acquisitions	Calderwood & Harkness LLP (Buyer's Counsel)	Led all legal due diligence workstreams; reviewed and negotiated the Merger Agreement and related transaction documents; supervised review of all disclosure schedules
Tiffany Rosenthal	Lead Associate, Mergers & Acquisitions	Calderwood & Harkness LLP (Buyer's Counsel)	Conducted detailed legal due diligence across all workstreams; prepared the Diligence Memorandum; coordinated with specialty counsel and third-party advisors

NO-CLAIMS DECLARATION
Delivered Pursuant to Buyer-Side Representation and Warranty Insurance Policy No. NFA-TRI-2024-00487
July 9, 2024
This No-Claims Declaration (this "Declaration") is delivered by Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (the "Buyer" or "Fund VI"), to Northfield Assurance Ltd., a company organized under the laws of England and Wales, with its principal offices at 30 St Mary Axe, London EC3A 8BF (the "Insurer"), in connection with the Buyer-Side Representation and Warranty Insurance Policy No. NFA-TRI-2024-00487 (the "Policy") issued by the Insurer.
This Declaration is delivered in connection with the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) ("Cloudium" or the "Company"), Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (the "Buyer" or "Fund VI").
SECTION 1: RECITALS
A. The Insurer issued the Policy, bearing Policy No. NFA-TRI-2024-00487, to the Buyer as a buyer-side representation and warranty insurance policy. The Insurer's principal offices are located at 30 St Mary Axe, London EC3A 8BF, United Kingdom.
B. The Policy was issued in connection with the reverse triangular merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc, with Cloudium surviving the merger as a wholly owned subsidiary of Fund VI, all as contemplated by and pursuant to the terms of the Merger Agreement. The merger is structured as a reverse triangular merger under applicable provisions of the Delaware General Corporation Law and the UK Companies Act 2006, with the Certificate of Merger to be filed with the Delaware Secretary of State at 11:59 PM Eastern Time on the Closing Date.
C. The aggregate merger consideration payable in connection with the transactions contemplated by the Merger Agreement is approximately Six Billion Eight Hundred Million Dollars ($6,800,000,000), representing approximately Thirty-Six Dollars and Ninety-Two Cents ($36.92) per share of Cloudium common stock for the 184,200,000 shares of Cloudium common stock outstanding as of the date immediately prior to the Closing.
D. The Policy provides coverage on the following material terms:
(i) Policy Limit: Six Hundred Eighty Million Dollars ($680,000,000), representing ten percent (10%) of the aggregate deal value;
(ii) Retention: Five Hundred Forty-Four Million Dollars ($544,000,000), equal to the indemnity escrow amount and representing eight percent (8%) of the aggregate deal value;
(iii) Retention Drop-Down: Fifty percent (50%) of the retention amount drops to Two Hundred Seventy-Two Million Dollars ($272,000,000) on the date that is twelve (12) months after the Closing Date, provided that no claims are pending under the Policy as of such date;
(iv) Premium: Thirteen Million Six Hundred Thousand Dollars ($13,600,000), representing a rate of two percent (2.0%) on the Policy limit, which premium was paid in full by the Buyer at binding on January 19, 2024; and
(v) Coverage Scope: The Seller Representations, being the representations and warranties of the Company as set forth in Article IV of the Merger Agreement, subject to the terms, conditions, and exclusions of the Policy.
E. On January 19, 2024, the Insurer and the Buyer entered into that certain Binder Agreement (the "Binder Agreement"), pursuant to which the Insurer agreed to bind coverage under the Policy upon the terms and subject to the conditions set forth therein, including the payment of the premium referenced in Recital D(iv) above and the satisfaction of certain conditions precedent, including the delivery of this Declaration.
F. Peregrine Advisory Group LLC ("Peregrine"), with its principal offices at 1166 Avenue of the Americas, New York, NY 10036, acted as the Buyer's representation and warranty insurance broker in connection with the placement of the Policy. Timothy Gallagher, Managing Director, served as lead broker on the engagement. Peregrine facilitated all broker-market communications, coordinated the underwriting process, and assisted in the negotiation of the Policy terms.
G. The closing of the transactions contemplated by the Merger Agreement (the "Closing") is occurring on July 9, 2024 (the "Closing Date"), with the Certificate of Merger to be filed with the Delaware Secretary of State at 11:59 PM Eastern Time on the Closing Date. All conditions to the Closing set forth in the Merger Agreement have been satisfied or waived in accordance with the terms thereof.
H. Pursuant to the terms of the Policy, the delivery of this No-Claims Declaration by the Buyer at or prior to the Closing is a condition precedent to the effectiveness of coverage under the Policy. This Declaration is being delivered in satisfaction of such condition.
SECTION 2: DEFINED TERMS
Capitalized terms used but not otherwise defined in this Declaration shall have the meanings ascribed to such terms in the Policy or, if not defined in the Policy, the meanings ascribed to such terms in the Merger Agreement. For purposes of convenience, the following key defined terms are referenced herein:
"Buyer" or "Insured" means Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (EIN: 87-4523190), with its principal office at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801.
"Company" means Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521; US EIN: 83-2196754), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its US headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103.
"Merger Sub" means Stratos Merger Sub Inc., a Delaware corporation (DE File No. 7923841), with its registered office at 1209 Orange Street, Wilmington, Delaware 19801.
"Merger Agreement" means the Agreement and Plan of Merger, dated as of January 22, 2024, among the Company, Merger Sub, and the Buyer, as the same may have been amended, supplemented, or modified from time to time in accordance with the terms thereof.
"Policy" means the Buyer-Side Representation and Warranty Insurance Policy No. NFA-TRI-2024-00487, issued by Northfield Assurance Ltd., as the same may have been amended, supplemented, or modified from time to time in accordance with the terms thereof.
"Seller Representations" means the representations and warranties of the Company as set forth in Article IV of the Merger Agreement, including, without limitation, representations and warranties relating to organization and qualification, capitalization, authority and enforceability, financial statements, absence of undisclosed liabilities, absence of certain changes, compliance with laws, litigation, intellectual property, tax matters, employee benefits, environmental matters, material contracts, real property, insurance, and related matters.
"Knowledge" or "Buyer's Knowledge" has the meaning ascribed to such term in the Policy, and means the actual knowledge, after reasonable inquiry, of those individuals identified in the Policy as "Knowledge Individuals." The Knowledge Individuals are identified on Schedule A attached hereto and incorporated herein by reference, and include:
(a) Marcus Elliston, Founder & Managing Partner, Solara Digital Infrastructure LP;
(b) Priya Narasimhan, Co-Managing Partner & 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.
"Material Adverse Effect" or "material adverse effect" has the meaning ascribed to such term in Section 1.1 of the Merger Agreement, including, without limitation, the carve-outs set forth therein for (i) pandemics, epidemics, or similar public health events (including COVID-19 and any mutations or variants thereof), (ii) the outbreak, continuation, or escalation of hostilities, acts of war, sabotage, cyberattacks, terrorism, or military actions, and (iii) any changes in applicable laws, regulations, or the interpretation thereof by any governmental authority.
"Escrow Amount" means the sum of Five Hundred Forty-Four Million Dollars ($544,000,000), to be deposited with Cobalt Trust Company at the Closing in accordance with the terms of the Escrow Agreement.
"Indemnification Cap" means the maximum aggregate liability of the Company's former stockholders for indemnification obligations under the Merger Agreement, which is equal to fifteen percent (15%) of the aggregate deal value, or One Billion Twenty Million Dollars ($1,020,000,000).
"Known Loss Exclusion" means the standard known-loss exclusion as set forth in Section 5.1(a) of the Policy, which excludes from coverage any Loss arising from any breach or inaccuracy of any Seller Representation of which the Buyer had knowledge (as defined in the Policy) as of the date of the Policy or the Closing Date, whichever is applicable.
SECTION 3: DECLARATIONS AND CERTIFICATIONS
The Buyer hereby makes the following declarations and certifications, each of which is true and correct as of the date hereof and as of the Closing Date:
3.1 No Known Breaches of Seller Representations
The Buyer hereby certifies and declares that, as of the date hereof and as of the Closing Date, to the Buyer's Knowledge (as defined in the Policy and as further described in Section 2 above), there exists no breach or inaccuracy of any of the Seller Representations set forth in Article IV of the Merger Agreement that would reasonably be expected to give rise to a claim by the Buyer or any other Insured under the Policy. The Buyer has conducted a thorough review of the Seller Representations and, based on the diligence process undertaken in connection with the transactions contemplated by the Merger Agreement and the information available to the Knowledge Individuals as of the date hereof, the Buyer is not aware of any facts, circumstances, or conditions that indicate any breach or inaccuracy of any Seller Representation that would be reasonably likely to result in a covered Loss under the Policy.
3.2 No Known Losses
The Buyer hereby certifies and declares that, as of the date hereof and as of the Closing Date, to the Buyer's Knowledge, no event, circumstance, condition, or state of facts has occurred or exists that would reasonably be expected to give rise to a Loss (as defined in the Policy) for which the Buyer or any other Insured would seek recovery under the Policy. Without limiting the generality of the foregoing, the Buyer is not aware of any claims, liabilities, damages, costs, expenses, judgments, settlements, fines, penalties, or other amounts that the Buyer or any other Insured may be entitled to recover under the Policy as a result of any breach or inaccuracy of any Seller Representation.
3.3 No Pending or Threatened Claims
The Buyer hereby certifies and declares that, as of the date hereof and as of the Closing Date, to the Buyer's Knowledge, there are no pending or threatened claims, demands, actions, suits, arbitrations, investigations, or proceedings (whether at law, in equity, or before any administrative or regulatory body) against the Company, any of its subsidiaries, or against the Buyer, arising out of or relating to any breach or alleged breach of the Seller Representations that would reasonably be expected to give rise to a claim under the Policy. For the avoidance of doubt, the Company's subsidiaries referenced in this Section 3.3 include, without limitation:
(a) Cloudium Technologies UK Ltd. (Company No. 11287456), a company incorporated under the laws of England and Wales;
(b) Cloudium Technologies India Pvt. Ltd., a company organized under the laws of India; and
(c) Cloudium Solutions GmbH, a company organized under the laws of Germany.
The Buyer further certifies that it has not received any written or oral notice of any such pending or threatened claim, demand, action, suit, or proceeding from any third party, governmental authority, or other person as of the date hereof.
3.4 No Material Changes Since Signing
The Buyer hereby certifies and declares that, as of the date hereof and as of the Closing Date, to the Buyer's Knowledge, no event, development, or circumstance has occurred since the date of the Merger Agreement (January 22, 2024) that constitutes or would reasonably be expected to constitute a Material Adverse Effect (as defined in the Merger Agreement) on the Company. The Buyer has monitored the operations, financial condition, and business prospects of the Company during the interim period between the execution of the Merger Agreement and the Closing Date and is not aware of any material change in the Company's business, assets, liabilities, operations, results of operations, financial condition, or prospects that would rise to the level of a Material Adverse Effect, subject to the carve-outs set forth in the definition thereof in Section 1.1 of the Merger Agreement.
3.5 Due Diligence Disclosure
The Buyer hereby certifies and declares that, to the Buyer's Knowledge, the diligence materials, reports, summaries, and information provided to the Insurer and to Peregrine Advisory Group LLC during the underwriting process were, at the time of their delivery, true, complete, and accurate in all material respects, and no material facts were omitted therefrom that would be necessary to make the statements contained therein not misleading in light of the circumstances under which they were made. Without limiting the generality of the foregoing, the materials referenced in this Section 3.5 include:
(i) the diligence presentation made to Northfield Assurance Ltd. underwriters on or about January 16, 2024, including the presentation slides, oral commentary, and question-and-answer session conducted during such presentation;
(ii) the diligence materials transmitted to Northfield Assurance Ltd. and Peregrine Advisory Group LLC on or about January 12, 2024, including all attachments, exhibits, and supplemental materials accompanying such transmission; and
(iii) all subsequent correspondence, supplemental information, and clarifications provided to the Insurer or Peregrine Advisory Group LLC in connection with the underwriting of the Policy through the date hereof.
The Buyer further confirms that the diligence process conducted in connection with the transactions contemplated by the Merger Agreement included a comprehensive review across all legal diligence workstreams, including corporate organization and good standing, capitalization and equity interests, material contracts, intellectual property, information technology and data privacy, litigation and disputes, regulatory and compliance matters, tax, employee benefits and compensation, environmental, real property, insurance, financial statements and undisclosed liabilities, and related areas. The scope and findings of such diligence review are summarized in Calderwood & Harkness LLP's Due Diligence Summary Memorandum dated January 5, 2024 (the "Diligence Memorandum"), a copy of which was previously provided to the Insurer and Peregrine Advisory Group LLC.
3.6 No Undisclosed Side Agreements
The Buyer hereby certifies and declares that there are no undisclosed side agreements, arrangements, understandings (whether written or oral, formal or informal), or commitments between the Buyer and the Company, or between any of their respective affiliates, officers, directors, shareholders, partners, members, managers, employees, agents, or representatives—including, without limitation, Jonathan Hargrove (in his capacity as a significant stockholder of the Company) and Pinnacle Growth Ventures LLC (in its capacity as a stockholder of the Company)—that would:
(a) affect, modify, supplement, or otherwise alter the Seller Representations or any provision of the Merger Agreement relating thereto;
(b) affect, modify, supplement, limit, or otherwise alter any Insured's rights to coverage or recovery under the Policy;
(c) provide for any additional indemnification, contribution, or reimbursement obligations outside the scope of the Merger Agreement and the Policy; or
(d) create any arrangement pursuant to which the economic burden of any Loss would be allocated in a manner inconsistent with the terms of the Merger Agreement, the Escrow Agreement, or the Policy.
3.7 Escrow and Indemnification Mechanics Confirmation
The Buyer confirms that the indemnity escrow in the amount of Five Hundred Forty-Four Million Dollars ($544,000,000) (the "Escrow Amount") is being funded at the Closing with Cobalt Trust Company, a national banking association (the "Escrow Agent"), in accordance with the terms of the Escrow Agreement dated as of January 22, 2024 (effective as of the Closing), among Fund VI, Cobalt Trust Company, and Douglas Pemberton, in his capacity as the Stockholder Representative appointed pursuant to the Merger Agreement (the "Escrow Agreement").
The Buyer further confirms that the indemnification provisions of the Merger Agreement remain in full force and effect as of the Closing Date, including the following material terms:
(i) an aggregate indemnification cap of One Billion Twenty Million Dollars ($1,020,000,000), equal to fifteen percent (15%) of the aggregate deal value;
(ii) a tipping basket of Fifty-One Million Dollars ($51,000,000), equal to seventy-five basis points (0.75%) of the aggregate deal value, which operates as a deductible (i.e., first-dollar recovery applies once the tipping basket threshold is exceeded); and
(iii) a de minimis threshold of Five Hundred Thousand Dollars ($500,000) per individual claim, below which no claim shall be counted toward the tipping basket or otherwise recoverable under the indemnification provisions of the Merger Agreement.
The Buyer confirms that the Policy is intended to provide excess coverage above the indemnity escrow. The Policy's retention of Five Hundred Forty-Four Million Dollars ($544,000,000) is equal to, and intended to be coextensive with, the Escrow Amount, such that the Policy provides coverage for first-dollar Losses above the retention amount, up to the aggregate Policy limit of Six Hundred Eighty Million Dollars ($680,000,000).
The Buyer further confirms the escrow release schedule set forth in the Escrow Agreement, as follows:
(a) Fifty percent (50%) of the Escrow Amount, equal to Two Hundred Seventy-Two Million Dollars ($272,000,000), shall be released to the Stockholder Representative on behalf of the former stockholders of the Company on July 9, 2025, the date that is twelve (12) months after the Closing Date, net of the amount of any pending or unresolved indemnification claims as of such date; and
(b) The remaining balance of the Escrow Amount shall be released to the Stockholder Representative on behalf of the former stockholders of the Company on January 9, 2026, the date that is eighteen (18) months after the Closing Date (which date coincides with the expiration of the survival period for the Seller Representations under the Merger Agreement), net of the amount of any pending or unresolved indemnification claims as of such date.
SECTION 4: ACKNOWLEDGMENTS
4.1 Known-Loss Exclusion
The Buyer acknowledges and agrees that the Policy contains a known-loss exclusion, as set forth in Section 5.1(a) of the Policy (the "Known Loss Exclusion"). The Buyer understands and agrees that any Loss arising from any breach or inaccuracy of any Seller Representation that was known to the Buyer's Knowledge (as defined in the Policy) as of the Closing Date is excluded from coverage under the Policy. The Buyer further acknowledges that this Declaration is being delivered, in part, to confirm the scope and applicability of the Known Loss Exclusion as of the Closing Date, and that the certifications and declarations set forth in Section 3 of this Declaration are directly relevant to the determination of the Known Loss Exclusion.
4.2 Subrogation.  The Buyer acknowledges that the Insurer has waived its right of subrogation against the Company and its current and former officers and directors with respect to any claim paid under the Policy, except in cases of actual and intentional fraud by any such person, as more fully set forth in the subrogation provisions of the Policy. The Buyer further acknowledges that such waiver of subrogation does not affect or limit the Insurer's rights of subrogation against any other third party or the Insurer's rights under applicable law, except as expressly provided in the Policy.
4.3 Survival Period
The Buyer acknowledges that the Seller Representations survive the Closing for a period of eighteen (18) months following the Closing Date, expiring on January 9, 2026, subject to the specific terms and conditions of the Merger Agreement and the Policy. The Buyer understands that no claim may be brought under the Policy with respect to any breach or inaccuracy of any Seller Representation unless written notice of such claim is delivered to the Insurer in accordance with the claims notification procedures set forth in the Policy prior to the expiration of the applicable survival period. Notwithstanding the foregoing, the Buyer acknowledges that certain fundamental representations (including representations regarding organization, authority, capitalization, and tax matters, as specified in the Policy) may be subject to extended survival periods as set forth in the Merger Agreement and the Policy.
4.4 Reliance.  The Buyer acknowledges that the Insurer is relying on the certifications, declarations, representations, and statements made by the Buyer in this No-Claims Declaration in providing coverage under the Policy effective as of the Closing Date. The Buyer further acknowledges and agrees that any material misstatement, misrepresentation, or omission in this Declaration—whether made knowingly, recklessly, or negligently—may affect, limit, or preclude the Buyer's rights to recovery under the Policy, including, without limitation, by expanding the scope of the Known Loss Exclusion or by providing the Insurer with grounds to rescind, void, or reform the Policy in accordance with applicable law and the terms thereof. The Buyer has reviewed this Declaration carefully and has had the opportunity to consult with its legal counsel, Calderwood & Harkness LLP, in connection with the preparation and delivery hereof.
SECTION 5: REPRESENTATIONS REGARDING AUTHORITY
The undersigned hereby represents and warrants to the Insurer as follows:
(a) The Buyer is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite limited partnership power and authority to execute, deliver, and perform its obligations under this No-Claims Declaration.
(b) The undersigned signatory is duly authorized to execute and deliver this No-Claims Declaration on behalf of the Buyer in such signatory's capacity as an authorized signatory of Solara Fund VI GP LLC, the general partner of the Buyer.
(c) The execution, delivery, and performance of this No-Claims Declaration by the Buyer has been duly authorized by all necessary partnership action on the part of the Buyer, including the requisite action by Solara Fund VI GP LLC, a Delaware limited liability company, in its capacity as the sole general partner of the Buyer. No further consents, approvals, or authorizations are required in connection with the execution and delivery of this Declaration by the Buyer.
(d) This No-Claims Declaration constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and to general principles of equity (whether considered in a proceeding in equity or at law).
SECTION 6: MISCELLANEOUS PROVISIONS
6.1 Governing Law
This No-Claims Declaration shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict-of-laws principles thereof that would require or permit the application of the laws of any other jurisdiction. The parties acknowledge that the governing law of this Declaration is consistent with the governing law provisions of both the Merger Agreement and the Policy.
6.2 Counterparts.  This No-Claims Declaration may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Declaration by facsimile, portable document format (.pdf), or other electronic transmission shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original executed copy of this Declaration.
6.3 Delivery.  Original executed copies of this No-Claims Declaration shall be delivered to each of the following:
(a) Northfield Assurance Ltd.
Attn: Patrick Graves, Senior Vice President, Transactional Risk
30 St Mary Axe London EC3A 8BF United Kingdom
(b) Peregrine Advisory Group LLC
Attn: Timothy Gallagher, Managing Director
1166 Avenue of the Americas New York, NY 10036
(c) With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP
Attn: Harrison Wexford, Partner
599 Lexington Avenue New York, NY 10022 Matter No. 1041-00003
6.4 Integration.  This No-Claims Declaration is delivered solely in satisfaction of the condition set forth in Section 7.2(d) of the Policy and does not amend, modify, supplement, or otherwise alter the terms, conditions, exclusions, or provisions of the Policy or the Merger Agreement. Nothing in this Declaration shall be deemed to create any rights, obligations, or liabilities not otherwise existing under the Policy or the Merger Agreement, and this Declaration shall not be construed to expand or limit the scope of coverage provided under the Policy except as expressly set forth herein. In the event of any conflict or inconsistency between the terms of this Declaration and the terms of the Policy, the terms of the Policy shall control.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this No-Claims Declaration as of the date first written above.
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP
By: Solara Fund VI GP LLC, its General Partner
By: ________
Name: Marcus Elliston
Title: Authorized Signatory
Date: July 9, 2024
ACKNOWLEDGMENT OF RECEIPT
The undersigned hereby acknowledges receipt of this No-Claims Declaration and confirms that the condition to effectiveness of coverage under Policy No. NFA-TRI-2024-00487 requiring delivery of a No-Claims Declaration by the Buyer has been satisfied as of the date set forth below.
NORTHFIELD ASSURANCE LTD.
By: ________
Name: Patrick Graves
Title: Senior Vice President, Transactional Risk
Date: ________
SCHEDULE A
IDENTIFICATION OF KNOWLEDGE INDIVIDUALS (As Defined in the Policy)
The following individuals have been designated as "Knowledge Individuals" under the Policy. Each Knowledge Individual listed below undertook or supervised comprehensive legal, financial, tax, and regulatory due diligence of the Company and its subsidiaries during the period from September 2023 through January 2024 in connection with the transactions contemplated by the Merger Agreement.
Scope of Due Diligence. The due diligence process undertaken by the Knowledge Individuals, together with the broader deal team and third-party advisors, included a comprehensive review of the following matters with respect to the Company and its subsidiaries:
(a) Disclosure Schedules. Review and analysis of the Company's disclosure schedules delivered in connection with the Merger Agreement, including all supplements and updates thereto.
(b) Material Contracts. Review of the Company's material contracts, including, without limitation, (i) the Master SaaS Agreement with Aegis Federal Solutions Inc., including the change of control provisions contained therein and the potential impact of the merger on the Company's rights and obligations thereunder, and (ii) the Technology License Agreement with Helix Data Systems GmbH, including the scope of licensed intellectual property and the territorial and field-of-use restrictions applicable thereto.
(c) Existing Indebtedness. Review of the Company's existing indebtedness, including the credit agreement dated March 15, 2021, among the Company, certain of its subsidiaries (as guarantors), and Atlas Commercial Lending Corp. (as administrative agent and lender), including the change of control, prepayment, and consent provisions contained therein.
(d) intellectual Property. Review of the Company's intellectual property portfolio, including patents, trademarks, copyrights, trade secrets, domain names, and software, as well as third-party license agreements and open-source software usage.
(e) Litigation. Review of all pending, threatened, or reasonably anticipated litigation, arbitration, administrative proceedings, and governmental investigations involving the Company or any of its subsidiaries.
(f) Regulatory Matters. Review of regulatory compliance matters, including data privacy and cybersecurity regulations (GDPR, CCPA, and sector-specific requirements), export controls, sanctions, and anti-corruption compliance.
(g) Employee Benefits. Review of the Company's employee benefit plans, compensation arrangements, equity incentive plans, and employment agreements, including change of control and severance obligations.
(h) Financial Statements. Review of the Company's audited and unaudited financial statements, including the audited consolidated financial statements for the fiscal years ended December 31, 2021, December 31, 2022, and December 31, 2023, each as audited by Harwell & Dobson LLP, as well as interim unaudited financial statements for subsequent periods.
(i) Tax. Review of the Company's tax compliance, tax positions, and potential tax exposures across all material jurisdictions, including the United States, the United Kingdom, India, and Germany.
(j) Environmental. Review of environmental compliance matters, including Phase I environmental site assessments for material real property holdings and leased facilities.
(k) Insurance. Review of the Company's insurance program, including directors' and officers' liability, general commercial liability, cyber liability, and property insurance policies.
(l) Real Property. Review of material real property interests, including owned and leased properties, and material lease agreements.
The diligence findings and conclusions are summarized in the Diligence Memorandum prepared by Calderwood & Harkness LLP, dated January 5, 2024, a copy of which was provided to the Insurer and to Peregrine Advisory Group LLC in connection with the underwriting of the Policy.
CONFIDENTIAL — This No-Claims Declaration and the information contained herein are confidential and are intended solely for the use of the addressees identified herein. This Declaration is subject to the confidentiality provisions of the Policy and the Merger Agreement.
Name | Title | Organization | Role in Due Diligence
Marcus Elliston | Founder & Managing Partner | Solara Digital Infrastructure LP | Overall deal sponsor; supervised commercial and financial due diligence; reviewed and approved final investment memorandum
Priya Narasimhan | Co-Managing Partner & Chief Investment Officer | Solara Digital Infrastructure LP | Led financial and operational due diligence; supervised valuation analysis; reviewed financial statements audited by Harwell & Dobson LLP
Harrison Wexford | Responsible Partner, Mergers & Acquisitions | Calderwood & Harkness LLP (Buyer's Counsel) | Led all legal due diligence workstreams; reviewed and negotiated the Merger Agreement and related transaction documents; supervised review of all disclosure schedules
Tiffany Rosenthal | Lead Associate, Mergers & Acquisitions | Calderwood & Harkness LLP (Buyer's Counsel) | Conducted detailed legal due diligence across all workstreams; prepared the Diligence Memorandum; coordinated with specialty counsel and third-party advisors