ESCROW AGREEMENT
EXECUTION VERSION
Dated as of January 22, 2024 (Effective as of the Closing Date, July 9, 2024)
among
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP a Delaware limited partnership ("Buyer" or "Parent")
DOUGLAS PEMBERTON in his capacity as Stockholder Representative (the "Stockholder Representative")
and
COBALT TRUST COMPANY a New York trust company ("Escrow Agent")
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ESCROW AGREEMENT
This ESCROW AGREEMENT (this "Agreement") is dated as of January 22, 2024, and shall become effective as of the Closing Date (as defined herein), July 9, 2024, among Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Buyer" or "Parent"), Douglas Pemberton, in his capacity as Stockholder Representative (the "Stockholder Representative"), and Cobalt Trust Company, a New York trust company (the "Escrow Agent").
RECITALS
WHEREAS, Buyer, Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Buyer ("Merger Sub"), and Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) (the "Company"), have entered into that certain Agreement and Plan of Merger, dated as of January 22, 2024 (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Buyer (the "Merger"), for aggregate merger consideration of Six Billion Eight Hundred Million Dollars ($6,800,000,000) (approximately Thirty-Six Dollars and Ninety-Two Cents ($36.92) per share of Company common stock, based on 184,200,000 shares of Company common stock issued and outstanding immediately prior to the Effective Time);
WHEREAS, pursuant to Section 2.6 and Article IX of the Merger Agreement, the parties thereto have agreed that, at the Closing, Buyer shall deposit (or cause to be deposited) an amount equal to Five Hundred Forty-Four Million Dollars ($544,000,000) (the "Escrow Amount"), representing eight percent (8%) of the aggregate merger consideration, with the Escrow Agent, to be held and disbursed in accordance with the terms and conditions of this Agreement as security for the indemnification obligations of the Company's former stockholders (collectively, the "Indemnifying Parties") under Article IX of the Merger Agreement;
WHEREAS, Douglas Pemberton has been duly appointed as Stockholder Representative pursuant to that certain Stockholder Representative Agreement, dated as of January 22, 2024 (the "Stockholder Representative Agreement"), by and among Buyer, the Company, and Mr. Pemberton, to act on behalf of the former stockholders of the Company in connection with, among other things, indemnification claims and escrow releases under this Agreement and the Merger Agreement;
WHEREAS, Cobalt Trust Company has agreed to serve as Escrow Agent and to hold, invest, and disburse the Escrow Amount in accordance with the terms and conditions set forth herein; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Accepted Claim" means any Claim Notice as to which the Stockholder Representative has failed to deliver a timely Dispute Notice within the Dispute Period, as more fully described in Section 4.2(c).
"Buyer" means Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership, and its permitted successors and assigns.
"Business Day" means any day other than a Saturday, a Sunday, or any other day on which banking institutions in New York, New York are authorized or required by applicable law, regulation, or executive order to close.
"Claim Amount" means the aggregate dollar amount of any indemnification claim submitted by Buyer under Article IX of the Merger Agreement, as specified in the applicable Claim Notice (or, if the exact amount is not yet determinable at the time of such Claim Notice, a good-faith estimate thereof, as subsequently updated by Buyer upon determination of the final amount).
"Claim Notice" means a written notice from Buyer to the Escrow Agent and the Stockholder Representative asserting a claim for indemnification under Article IX of the Merger Agreement, substantially in the form attached hereto as Exhibit D.
"Closing" or "Closing Date" means July 9, 2024, the date on which the Certificate of Merger was duly filed with the Secretary of State of the State of Delaware, with the Merger becoming effective at 11:59 P.M. Eastern Time on such date.
"De Minimis Threshold" means Five Hundred Thousand Dollars ($500,000). Individual indemnification claims with a Claim Amount below the De Minimis Threshold shall not be counted toward the Indemnity Basket and shall not be recoverable from the Escrow Amount.
"Dispute Notice" means a written notice from the Stockholder Representative to the Escrow Agent and Buyer objecting to all or a portion of a Claim Notice, substantially in the form attached hereto as Exhibit E, and delivered in accordance with Section 4.2.
"Dispute Period" means the period of thirty (30) Business Days following the Stockholder Representative's receipt of a Claim Notice, during which the Stockholder Representative may deliver a Dispute Notice.
"Disputed Claim" means any claim set forth in a Claim Notice as to which the Stockholder Representative has delivered a timely Dispute Notice within the Dispute Period, to the extent of the amount contested in such Dispute Notice.
"Escrow Account" means the segregated escrow account established and maintained by the Escrow Agent at Cobalt Trust Company, 100 Wall Street, New York, New York 10005, as more fully described in Section 2.2.
"Escrow Agent" means Cobalt Trust Company, a New York trust company, and its successors appointed in accordance with Section 6.6.
"Escrow Amount" means Five Hundred Forty-Four Million Dollars ($544,000,000), as adjusted from time to time to include Escrow Earnings and to reflect any disbursements made in accordance with this Agreement.
"Escrow Earnings" has the meaning set forth in Section 3.2.
"Final Release Date" means January 9, 2026, the date that is eighteen (18) months after the Closing Date.
"First Release Amount" means Two Hundred Seventy-Two Million Dollars ($272,000,000), representing fifty percent (50%) of the original Escrow Amount of Five Hundred Forty-Four Million Dollars ($544,000,000), plus a pro rata portion of Escrow Earnings attributable to such amount, less (i) all amounts previously disbursed to Buyer from the Escrow Account in satisfaction of indemnification claims and (ii) the aggregate Pending Claim Reserve as of the First Release Date, all as more fully described in Section 5.1.
"First Release Date" means July 9, 2025, the date that is twelve (12) months after the Closing Date.
"Indemnifying Parties" means the former stockholders of Cloudium Technologies plc who received merger consideration in the Merger, collectively.
"Indemnity Basket" means Fifty-One Million Dollars ($51,000,000), representing seventy-five hundredths of one percent (0.75%) of the aggregate merger consideration of Six Billion Eight Hundred Million Dollars ($6,800,000,000). The Indemnity Basket is a "tipping basket" (and not a true deductible), meaning that once the aggregate amount of qualifying indemnification claims (each individually exceeding the De Minimis Threshold) exceeds the Indemnity Basket, Buyer shall be entitled to indemnification from the first dollar of such qualifying claims.
"Indemnity Cap" means One Billion Twenty Million Dollars ($1,020,000,000), representing fifteen percent (15%) of the aggregate merger consideration of Six Billion Eight Hundred Million Dollars ($6,800,000,000). The Indemnity Cap is the maximum aggregate amount recoverable by Buyer from the Indemnifying Parties under the general indemnification provisions of Article IX of the Merger Agreement. For the avoidance of doubt, the Indemnity Cap shall not apply to, and shall not limit Buyer's recovery with respect to, claims for fraud, willful breach, tax indemnities under Section 9.2(d) of the Merger Agreement, and specified litigation matters set forth on Schedule 9.2(e) of the Merger Agreement, all of which are uncapped.
"Merger Agreement" means the Agreement and Plan of Merger, dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
"Pending Claim Reserve" means, as of any applicable date of determination, the aggregate Claim Amounts of all outstanding, unresolved Claims (whether Disputed Claims or Claims as to which the Dispute Period has not yet expired) for which Claim Notices have been delivered to the Escrow Agent and the Stockholder Representative as of such date and that have not been finally resolved as of such date.
"Permitted Investments" has the meaning set forth in Section 3.3.
"R&W Insurance Policy" means the buyer-side representation and warranty insurance policy issued by Northfield Assurance Ltd. (Policy No. NFA-TRI-2024-00487), with a policy limit of Six Hundred Eighty Million Dollars ($680,000,000) and a retention equal to the Escrow Amount of Five Hundred Forty-Four Million Dollars ($544,000,000), as in effect on the date hereof and as the same may be amended, supplemented, or otherwise modified from time to time.
"Remaining Escrow Amount" means, as of any date of determination, the balance of the Escrow Amount (including all Escrow Earnings thereon) then held by the Escrow Agent in the Escrow Account after giving effect to all prior disbursements in accordance with this Agreement.
"Resolved Claim" means a Disputed Claim that has been finally resolved (a) by mutual written agreement of Buyer and the Stockholder Representative, (b) by a final, binding, and non-appealable arbitration award, or (c) by a final, non-appealable order or judgment of a court of competent jurisdiction.
"Stockholder Representative" means Douglas Pemberton, in his capacity as duly appointed representative of the former stockholders of Cloudium Technologies plc pursuant to the Stockholder Representative Agreement, and any successor appointed in accordance with Section 7.5.
"Stockholder Representative Agreement" means that certain Stockholder Representative Agreement, dated as of January 22, 2024, by and among Buyer, the Company, and Douglas Pemberton, as the same may be amended, supplemented, or otherwise modified from time to time.
"Survival Period" means the period commencing on the Closing Date and ending at 11:59 P.M. Eastern Time on January 9, 2026 (eighteen (18) months after the Closing Date), during which indemnification claims may be asserted under Article IX of the Merger Agreement, subject to the extended survival provisions set forth in Section 9.1(b) of the Merger Agreement with respect to certain fundamental representations, tax representations, and special indemnities.
Section 1.2 — Interpretation
Unless the context otherwise requires, the following rules of construction shall apply to this Agreement:
(a) References in this Agreement to any "Article," "Section," "Exhibit," or "Schedule" are to Articles, Sections, Exhibits, or Schedules of or to this Agreement, unless the context otherwise requires.
(b) The words "hereof," "herein," "hereunder," and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement.
(c) The term "including" (and correlative terms such as "include" and "includes") means "including without limitation."
(d) The headings and captions of Articles and Sections contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement.
(e) All references to currency or "$" herein are to lawful money of the United States of America.
(f) Words in the singular include the plural and vice versa, and words in one gender include the other genders, as the context may require.
(g) References to any statute or regulation refer to that statute or regulation as amended from time to time, and to any successor statute or regulation.
(h) References to any contract (including this Agreement) are to such contract as amended, supplemented, or otherwise modified from time to time in accordance with its terms.
(i) Unless otherwise specified, all references to a number of "days" refer to calendar days; provided that if the last day of any period falls on a day that is not a Business Day, such period shall be extended to the next Business Day.
ARTICLE II — ESTABLISHMENT OF ESCROW
Section 2.1 — Deposit of Escrow Amount
On the Closing Date, Buyer shall deposit, or cause to be deposited, with the Escrow Agent an amount equal to Five Hundred Forty-Four Million Dollars ($544,000,000) (the "Escrow Amount") in immediately available funds by wire transfer to the Escrow Account maintained by the Escrow Agent. The Escrow Amount shall be deposited in accordance with the wire instructions set forth in Exhibit A attached hereto and made a part hereof. Promptly, and in any event within one (1) Business Day following receipt of the Escrow Amount, the Escrow Agent shall confirm receipt of the Escrow Amount in writing (which may be by email) to each of Buyer and the Stockholder Representative, specifying the amount received and the date of receipt. The Escrow Agent shall not be responsible for the collection of the wire transfer or for any delays in the receipt of funds by the Escrow Agent; provided that the Escrow Agent shall promptly notify Buyer and the Stockholder Representative if the Escrow Amount is not received on the Closing Date.
Section 2.2 — Escrow Account
(a) The Escrow Agent shall hold the Escrow Amount, together with all Escrow Earnings thereon, in a segregated, interest-bearing escrow account (the "Escrow Account") maintained at Cobalt Trust Company, 100 Wall Street, New York, New York 10005. The Escrow Account shall be titled: "Cobalt Trust Company, as Escrow Agent — Solara/Cloudium Indemnity Escrow."
(b) The federal tax identification number for the Escrow Account shall be the Employer Identification Number of Solara Digital Infrastructure Fund VI LP (EIN: 87-4523190) or such other tax identification number as Buyer may provide to the Escrow Agent in writing.
(c) The Escrow Amount held in the Escrow Account shall not be subject to any lien, attachment, trustee process, or any other judicial process of any creditor of any party hereto. The Escrow Agent shall not voluntarily make the Escrow Account, or any funds contained therein, available to satisfy any claim of any creditor of any party, except in accordance with the terms of this Agreement or pursuant to a final, non-appealable order of a court of competent jurisdiction.
(d) The Escrow Agent shall maintain the Escrow Account separate and apart from any other funds held by the Escrow Agent for its own account or for the account of any other person or entity. The Escrow Agent shall not commingle the Escrow Amount with any other funds, except to the extent required in connection with Permitted Investments that are pooled investment vehicles.
Section 2.3 — Relationship to Merger Agreement Indemnification
(a) The Escrow Amount serves as the primary source of recovery for Buyer's indemnification claims under Article IX of the Merger Agreement, subject to the limitations set forth therein, including the Indemnity Basket (Fifty-One Million Dollars ($51,000,000), structured as a tipping basket), the De Minimis Threshold (Five Hundred Thousand Dollars ($500,000)), and the Indemnity Cap (One Billion Twenty Million Dollars ($1,020,000,000)).
(b) Buyer's recourse for indemnification claims under Article IX of the Merger Agreement shall be pursued in the following order: (i) first, to the Escrow Amount held in the Escrow Account pursuant to this Agreement; (ii) second, to direct indemnification from the rollover equity participants — specifically, Jonathan Hargrove and Pinnacle Growth Ventures LLC — who have retained rollover equity interests in the surviving company and have agreed, pursuant to Section 9.6 of the Merger Agreement, to provide direct indemnification for qualifying claims, in each case up to and subject to the aggregate Indemnity Cap; and (iii) third, to the R&W Insurance Policy, which provides coverage for qualifying Losses (as defined in the Merger Agreement) in excess of the retention of Five Hundred Forty-Four Million Dollars ($544,000,000), up to the policy limit of Six Hundred Eighty Million Dollars ($680,000,000), on the terms and subject to the conditions set forth in the R&W Insurance Policy.
(c) The existence of the R&W Insurance Policy shall not reduce, limit, or otherwise affect the obligations of the Indemnifying Parties under the Merger Agreement or the rights of Buyer to recover from the Escrow Amount in accordance with this Agreement. The R&W Insurance Policy is a separate contractual arrangement between Buyer and Northfield Assurance Ltd., and the terms and conditions thereof are independent of, and supplementary to, the indemnification obligations of the Indemnifying Parties. Nothing in this Agreement shall be construed to require Buyer to make a claim under the R&W Insurance Policy prior to or in lieu of seeking recovery from the Escrow Amount.
(d) For the avoidance of doubt, special indemnities for (i) fraud, (ii) willful breach, (iii) tax indemnities under Section 9.2(d) of the Merger Agreement, and (iv) certain specified litigation matters set forth on Schedule 9.2(e) of the Merger Agreement, are not subject to the Indemnity Basket, the Indemnity Cap, or the limitations of the Escrow Amount, and Buyer's recovery with respect to such special indemnities is not limited to the Escrow Amount held hereunder.
ARTICLE III — INVESTMENT OF ESCROW AMOUNT
Section 3.1 — Investment Instructions
The Escrow Agent shall invest and reinvest the Escrow Amount and any Escrow Earnings in Permitted Investments (as defined in Section 3.3 below) as directed by joint written instructions of Buyer and the Stockholder Representative delivered to the Escrow Agent. In the event that Buyer and the Stockholder Representative deliver conflicting instructions regarding investment of the Escrow Amount, the Escrow Agent shall invest and reinvest the Escrow Amount in the default investment described in Section 3.3(a) until such time as joint written instructions are received. In the absence of any joint written investment instructions from Buyer and the Stockholder Representative, the Escrow Agent shall invest and reinvest the Escrow Amount and any Escrow Earnings in the default investment described in Section 3.3(a). The Escrow Agent shall have no duty to invest or reinvest the Escrow Amount except as expressly provided herein.
Section 3.2 — Escrow Earnings
All interest, dividends, and other earnings accrued on, or otherwise derived from, the investment of the Escrow Amount (collectively, "Escrow Earnings") shall be added to and become part of the Escrow Amount for all purposes under this Agreement. Escrow Earnings shall be disbursed in the same manner and at the same times as the principal amount of the Escrow Amount, and shall be subject to the same claims, hold-backs, and release schedules as apply to the principal Escrow Amount under this Agreement.
Section 3.3 — Permitted Investments
The following shall constitute "Permitted Investments" for purposes of this Agreement:
(a) Default Investment. In the absence of contrary joint written instructions from Buyer and the Stockholder Representative, or at any time as directed by joint written instructions, money market funds that invest solely in direct obligations of the United States of America (including United States Treasury bills, notes, and bonds) or obligations of agencies or instrumentalities of the United States of America the timely payment of which is fully guaranteed by the United States of America. The initial default investment shall be the Cobalt Trust Company U.S. Government Money Market Fund (CUSIP: [to be provided]).
(b) Direct U.S. Government Obligations. Upon receipt of joint written instructions from Buyer and the Stockholder Representative, direct obligations of the United States of America (including United States Treasury bills, notes, and bonds) with remaining maturities not exceeding ninety (90) days from the date of acquisition.
(c) Bank Certificates of Deposit. Upon receipt of joint written instructions from Buyer and the Stockholder Representative, certificates of deposit issued by a commercial bank organized under the laws of the United States of America or any state thereof, which commercial bank has combined capital and surplus of not less than One Billion Dollars ($1,000,000,000) and is rated at least A-1 by Standard & Pelvoran Ratings Group and P-1 by Moody's Investors Service, Inc. (or the equivalent ratings by any successor rating agencies), with remaining maturities not exceeding ninety (90) days from the date of acquisition.
The Escrow Agent shall not be liable for any loss resulting from the liquidation of any Permitted Investment prior to its stated maturity date that is required in order to make a disbursement in accordance with this Agreement, nor shall the Escrow Agent be liable for any other loss on any Permitted Investment made in accordance with the provisions of this Section 3.3. The parties acknowledge that Permitted Investments may earn a negative yield under certain market conditions, and the Escrow Agent shall not be liable for any such negative yield.
Section 3.4 — Tax Treatment
(a) For United States federal and applicable state and local income tax purposes, the Escrow Amount (and all Escrow Earnings thereon) shall be treated as owned by the former stockholders of the Company, pro rata in proportion to their respective shares of the aggregate merger consideration. All Escrow Earnings shall be reported as income to such former stockholders (or, if applicable, to the Stockholder Representative on their behalf) for tax reporting purposes.
(b) The Escrow Agent shall report all Escrow Earnings on IRS Form 1099 (or any applicable successor form) to the Stockholder Representative and to the Internal Revenue Service, as required by applicable law. The Escrow Agent shall use the Employer Identification Number of Cloudium Technologies plc (EIN: 83-2196754) for all such reporting until such time as the Stockholder Representative or Buyer provides the Escrow Agent with alternative written instructions specifying a different tax identification number or reporting arrangement.
(c) The Stockholder Representative shall be responsible for providing the Escrow Agent with such tax forms and certifications (including IRS Form W-9 or applicable Form W-8) as may be required by the Escrow Agent or by applicable law. The Escrow Agent shall have no obligation to prepare or file any tax returns on behalf of the former stockholders and shall not be responsible for the tax consequences of any investments or distributions made hereunder.
(d) The Escrow Agent is authorized to withhold from any disbursement any taxes that the Escrow Agent is required by applicable law to withhold in respect of such disbursement, unless the applicable payee has provided the Escrow Agent with the necessary tax forms or certifications to establish an exemption from withholding.
ARTICLE IV — CLAIMS AND DISBURSEMENTS
Section 4.1 — Indemnification Claims — Claim Notice Procedures
(a) At any time during the Survival Period (commencing on the Closing Date and expiring at 11:59 P.M. Eastern Time on January 9, 2026), Buyer may submit a Claim Notice to the Escrow Agent and the Stockholder Representative asserting a claim for indemnification under Article IX of the Merger Agreement. Each Claim Notice shall be substantially in the form of Exhibit D hereto and shall specify, in reasonable detail:
(i) the nature and factual basis of the claim, including a description of the Loss (as defined in the Merger Agreement) or anticipated Loss giving rise to the claim;
(ii) the specific representation, warranty, covenant, or agreement in the Merger Agreement alleged to have been breached or with respect to which indemnification is sought;
(iii) the Claim Amount, stated as either a fixed dollar amount or, if the exact amount is not yet determinable at the time of the Claim Notice, a good-faith estimate thereof (together with a description of the methodology used to arrive at such estimate), with an obligation on Buyer to promptly supplement or update the Claim Notice upon determination of the actual Claim Amount;
(iv) the basis for Buyer's belief that the claim exceeds the De Minimis Threshold of Five Hundred Thousand Dollars ($500,000), and, together with all prior qualifying claims, exceeds (or, when combined with the subject claim, will exceed) the Indemnity Basket of Fifty-One Million Dollars ($51,000,000); and
(v) copies of any material documentation then in Buyer's possession supporting the claim, to the extent reasonably available.
(b) Claims asserted by Buyer in a timely Claim Notice delivered prior to the expiration of the Survival Period shall survive until finally resolved, notwithstanding that such resolution may occur after January 9, 2026. The Escrow Agent shall continue to hold amounts in respect of any such surviving claims in accordance with the provisions of Article V.
(c) Each Claim Notice shall be delivered in accordance with the notice provisions set forth in Section 8.1 of this Agreement. Delivery of a Claim Notice to the Escrow Agent alone, without simultaneous delivery to the Stockholder Representative, shall not constitute a valid Claim Notice for purposes of this Agreement.
Section 4.2 — Dispute Period and Dispute Notice
(a) Upon receipt of a Claim Notice, the Stockholder Representative shall have thirty (30) Business Days following such receipt (the "Dispute Period") to deliver a Dispute Notice to the Escrow Agent and Buyer. The Dispute Notice shall be substantially in the form of Exhibit E hereto.
(b) The Dispute Notice shall specify, in reasonable detail:
(i) identification of the Claim Notice to which the Dispute Notice relates (including the date of such Claim Notice and the Claim Amount stated therein);
(ii) the portion of the Claim Amount, if any, that the Stockholder Representative agrees is payable to Buyer (the "Agreed Amount");
(iii) the portion of the Claim Amount that the Stockholder Representative contests (the "Contested Amount"); and
(iv) the grounds for the Stockholder Representative's objection to the Contested Amount, stated in reasonable detail, including any factual or legal basis for the Stockholder Representative's position.
(c) If the Stockholder Representative fails to deliver a Dispute Notice to the Escrow Agent and Buyer within the Dispute Period, the claim set forth in the applicable Claim Notice shall be deemed an "Accepted Claim," and the Escrow Agent shall disburse the Claim Amount (or, if the Claim Amount was stated as an estimate, the amount subsequently determined and certified by Buyer in a written notice to the Escrow Agent and the Stockholder Representative) to Buyer within five (5) Business Days following the expiration of the Dispute Period, in accordance with Section 4.4 and the wire instructions set forth in Exhibit B hereto.
(d) If the Stockholder Representative delivers a timely Dispute Notice that includes an Agreed Amount, the Escrow Agent shall disburse the Agreed Amount to Buyer within five (5) Business Days following receipt of the Dispute Notice, and the Contested Amount shall be treated as a Disputed Claim subject to the resolution procedures set forth in Section 4.3.
Section 4.3 — Resolution of Disputed Claims
(a) If a Dispute Notice is timely delivered, Buyer and the Stockholder Representative shall negotiate in good faith to resolve the Disputed Claim for a period of thirty (30) days following the date of delivery of the Dispute Notice (the "Negotiation Period"). During the Negotiation Period, each of Buyer and the Stockholder Representative shall make its representatives reasonably available for meetings and discussions with respect to the Disputed Claim, and each party shall provide such information as the other party may reasonably request in furtherance of the resolution of such Disputed Claim.
(b) If Buyer and the Stockholder Representative reach agreement on the resolution of a Disputed Claim during or after the Negotiation Period, they shall promptly deliver joint written instructions to the Escrow Agent, substantially in the form of Exhibit F hereto, specifying (i) the amount, if any, to be disbursed to Buyer from the Escrow Account, (ii) the amount, if any, to be retained in the Escrow Account, and (iii) the amount, if any, to be released to the Stockholder Representative (for distribution pro rata to the former stockholders of the Company). The Escrow Agent shall act upon such joint written instructions within five (5) Business Days of receipt thereof.
(c) If Buyer and the Stockholder Representative are unable to resolve the Disputed Claim within the Negotiation Period, either party may submit the dispute to binding arbitration or litigation, as applicable, in accordance with Section 8.8 of this Agreement. The Escrow Agent shall continue to hold the Contested Amount (as a Pending Claim Reserve) until such Disputed Claim is finally resolved.
(d) Upon receipt of a final, non-appealable arbitration award or court order resolving a Disputed Claim, the Escrow Agent shall disburse the Escrow Amount in accordance with such award or order within five (5) Business Days of receipt of a certified copy of such award or order, together with a written representation from the party delivering such copy that such award or order is final and non-appealable (or, in the case of an arbitration award, final and binding).
Section 4.4 — Disbursement to Buyer for Accepted and Resolved Claims
Upon the occurrence of any of the following events, the Escrow Agent shall disburse the applicable amount from the Escrow Account to Buyer by wire transfer of immediately available funds to the account designated in Exhibit B hereto:
(a) Accepted Claims. Expiration of the Dispute Period without delivery by the Stockholder Representative of a timely Dispute Notice (in which case the full Claim Amount shall be disbursed to Buyer);
(b) Agreed Amounts. Receipt of a Dispute Notice that includes an Agreed Amount (in which case the Agreed Amount shall be disbursed to Buyer, and the Contested Amount shall remain in escrow as a Pending Claim Reserve);
(c) Joint Written Instructions. Receipt of joint written instructions from Buyer and the Stockholder Representative directing disbursement of a specified amount to Buyer in resolution of a Disputed Claim; or
(d) Final Award or Order. Receipt of a certified copy of a final, non-appealable arbitration award or court order directing payment of a specified amount to Buyer.
Buyer's designated account for receipt of all disbursements under this Agreement is the account of Solara Digital Infrastructure Fund VI LP maintained at Meridian Atlantic Bank, N.A., 383 Madison Avenue, New York, New York 10179, as more fully set forth in Exhibit B hereto. Buyer may change such designated account by providing written notice to the Escrow Agent and the Stockholder Representative not less than five (5) Business Days prior to any anticipated disbursement.
Section 4.5 — Limitations on Disbursements
(a) De Minimis Threshold. No disbursement from the Escrow Account shall be made with respect to any individual indemnification claim with a Claim Amount that does not equal or exceed the De Minimis Threshold of Five Hundred Thousand Dollars ($500,000). Individual claims below the De Minimis Threshold shall be disregarded for all purposes under this Agreement, including for purposes of determining whether the Indemnity Basket has been exceeded.
(b) Indemnity Basket. No disbursement from the Escrow Account shall be made unless and until the aggregate amount of qualifying indemnification claims (each individually meeting or exceeding the De Minimis Threshold) equals or exceeds the Indemnity Basket of Fifty-One Million Dollars ($51,000,000). The Indemnity Basket is a tipping basket and not a true deductible; accordingly, once the aggregate amount of qualifying claims exceeds Fifty-One Million Dollars ($51,000,000), Buyer shall be entitled to indemnification from, and disbursements with respect to, the first dollar of such qualifying claims (and not merely the excess over the Indemnity Basket).
(c) Aggregate Limitation on Escrow Disbursements. Aggregate disbursements from the Escrow Account to Buyer shall not exceed the Remaining Escrow Amount (including Escrow Earnings) held in the Escrow Account at the time of each such disbursement; provided, however, that nothing in this Agreement shall limit Buyer's right to pursue additional indemnification from the Indemnifying Parties directly under Article IX of the Merger Agreement up to the aggregate Indemnity Cap of One Billion Twenty Million Dollars ($1,020,000,000), or to submit claims under the R&W Insurance Policy in accordance with the terms thereof.
(d) Exclusion of Special Indemnities. For the avoidance of doubt, special indemnities for (i) fraud, (ii) willful breach, (iii) tax indemnities under Section 9.2(d) of the Merger Agreement, and (iv) specified litigation matters set forth on Schedule 9.2(e) of the Merger Agreement, are not limited by the Escrow Amount, the Indemnity Basket, or the Indemnity Cap, and Buyer's right to recovery with respect to any such special indemnities extends beyond the Escrow Amount to the full extent of the Indemnifying Parties' liability under the Merger Agreement.
ARTICLE V — SCHEDULED ESCROW RELEASES
Section 5.1 — First Release (12 Months Post-Closing)
(a) On the First Release Date (July 9, 2025), the Escrow Agent shall release from the Escrow Account to the Stockholder Representative (for distribution pro rata to the former stockholders of the Company in accordance with Section 5.4) an amount equal to the First Release Amount, which shall be Two Hundred Seventy-Two Million Dollars ($272,000,000) (representing fifty percent (50%) of the original Escrow Amount of Five Hundred Forty-Four Million Dollars ($544,000,000)), plus a pro rata portion of Escrow Earnings attributable to the First Release Amount (calculated based on the ratio of the First Release Amount to the total Escrow Amount, determined prior to any adjustments for claims or prior disbursements), as adjusted in accordance with Section 5.1(b).
(b) The First Release Amount shall be reduced, dollar-for-dollar, by the sum of:
(i) all amounts previously disbursed to Buyer from the Escrow Account in satisfaction of indemnification claims under Article IV prior to the First Release Date; and
(ii) the aggregate Pending Claim Reserve as of the First Release Date — that is, the aggregate Claim Amounts of all claims that have been submitted by Buyer in Claim Notices prior to the First Release Date but that remain unresolved as of the First Release Date, whether as Disputed Claims (for which Dispute Notices have been timely delivered and the applicable Disputed Claims have not been finally resolved) or as claims with respect to which the Dispute Period has not yet expired.
(c) Any Pending Claim Reserve amounts held back from the First Release on account of unresolved claims as of the First Release Date shall be released to the Stockholder Representative (for pro rata distribution to the former stockholders) promptly, and in any event within five (5) Business Days, following the resolution of such Pending Claims, to the extent that such claims are resolved in favor of the Stockholder Representative (in whole or in part), net of any amounts disbursed to Buyer in respect of such claims. To the extent a Pending Claim is resolved partly in favor of Buyer and partly in favor of the Stockholder Representative, the Escrow Agent shall, upon receipt of joint written instructions or a final arbitration award or court order, disburse the Buyer's portion to Buyer and the Stockholder Representative's portion to the Stockholder Representative.
(d) Coordination with R&W Insurance Retention. The parties acknowledge that the R&W Insurance Policy provides that the retention under the R&W Insurance Policy drops from Five Hundred Forty-Four Million Dollars ($544,000,000) to Two Hundred Seventy-Two Million Dollars ($272,000,000) after twelve (12) months following the Closing Date, provided that no claims are pending under the R&W Insurance Policy as of such date. This escrow release schedule is coordinated with, but independent of, such retention drop-down provision of the R&W Insurance Policy; the R&W Insurance Policy retention mechanics are governed solely by the terms of the R&W Insurance Policy, and nothing in this Agreement shall be construed to affect or modify the terms or conditions of the R&W Insurance Policy.
Section 5.2 — Final Release (18 Months Post-Closing / Survival Period Expiry)
(a) On the Final Release Date (January 9, 2026), the Escrow Agent shall release the entire Remaining Escrow Amount (including all accrued but unpaid Escrow Earnings) from the Escrow Account to the Stockholder Representative (for pro rata distribution to the former stockholders of the Company in accordance with Section 5.4), subject to the hold-back described in Section 5.2(b) below.
(b) The Final Release shall be reduced by the aggregate Pending Claim Reserve as of the Final Release Date — that is, the aggregate Claim Amounts of all claims that have been submitted by Buyer in Claim Notices delivered prior to the expiration of the Survival Period that remain unresolved as Disputed Claims or claims as to which the Dispute Period has not yet expired as of the Final Release Date. Amounts equal to the Pending Claim Reserve shall continue to be held by the Escrow Agent in the Escrow Account following the Final Release Date until such claims are finally resolved, in accordance with the disbursement procedures set forth in Article IV.
(c) Upon the final resolution of all Pending Claims outstanding as of the Final Release Date, the Escrow Agent shall promptly, and in any event within five (5) Business Days following such final resolution, distribute any remaining amounts held in the Escrow Account to the Stockholder Representative (for pro rata distribution to the former stockholders of the Company), net of any amounts disbursed to Buyer in satisfaction of such claims. Upon such final distribution, the Escrow Account shall be closed and this Agreement shall terminate in accordance with Section 8.12.
Section 5.3 — No Claims After Survival Period
No new Claim Notice may be delivered by Buyer after 11:59 P.M. Eastern Time on January 9, 2026 (the expiration of the Survival Period). Any Claim Notice delivered after such time shall be of no force or effect, and the Escrow Agent shall disregard any such untimely Claim Notice; provided, however, that the foregoing limitation shall not apply to claims for fraud, willful breach, or special indemnities that survive indefinitely (or for such longer period as specified in the Merger Agreement) under Section 9.1(b) of the Merger Agreement. For the avoidance of doubt, claims asserted by Buyer in timely Claim Notices delivered prior to the expiration of the Survival Period shall survive and be resolved in accordance with Article IV, notwithstanding that such resolution may occur after January 9, 2026.
Section 5.4 — Distributions to Former Stockholders
(a) All amounts released from the Escrow Account to the Stockholder Representative pursuant to this Article V shall be distributed by the Stockholder Representative pro rata to the former stockholders of Cloudium Technologies plc, in proportion to each such former stockholder's respective share of the aggregate merger consideration (net of any rollover equity retained by Jonathan Hargrove and Pinnacle Growth Ventures LLC that is not subject to the escrow), in accordance with the Stockholder Representative Agreement and the exchange agent procedures established in connection with the Merger.
(b) The Escrow Agent shall have no responsibility or liability whatsoever for (i) the calculation of any former stockholder's pro rata share of any escrow release, (ii) the manner or timing of distributions made by the Stockholder Representative to individual former stockholders, or (iii) any tax withholding obligations in connection with distributions made by the Stockholder Representative. The Stockholder Representative shall be solely responsible for the timely and accurate distribution of all amounts received by the Stockholder Representative from the Escrow Account.
(c) Wire instructions for the Stockholder Representative's account for receipt of escrow releases shall be provided by the Stockholder Representative to the Escrow Agent in writing not less than five (5) Business Days prior to any anticipated release date. The Stockholder Representative may change such wire instructions by providing written notice to the Escrow Agent and Buyer not less than five (5) Business Days prior to any anticipated release.
ARTICLE VI — RIGHTS, DUTIES, AND PROTECTIONS OF ESCROW AGENT
Section 6.1 — Duties of Escrow Agent
The Escrow Agent's duties and obligations under this Agreement are solely ministerial in nature and shall be limited exclusively to those expressly set forth in this Agreement. The Escrow Agent shall act upon (a) joint written instructions of Buyer and the Stockholder Representative delivered in accordance with this Agreement, (b) the occurrence of events specifically described herein that trigger ministerial actions by the Escrow Agent (such as the expiration of the Dispute Period without delivery of a Dispute Notice), or (c) a final, non-appealable order or judgment of a court of competent jurisdiction or a final, binding arbitration award. The Escrow Agent shall not be required to determine the merits, validity, or legal sufficiency of any indemnification claim, Claim Notice, Dispute Notice, or other document delivered to it, and the Escrow Agent shall have no obligation to monitor the compliance of Buyer or the Stockholder Representative with their respective obligations under the Merger Agreement or any other agreement.
Section 6.2 — Reliance
The Escrow Agent may conclusively rely, and shall be fully protected in acting or refraining from acting, upon any written notice, instruction, instrument, statement, request, consent, or other document or communication furnished to it hereunder that the Escrow Agent in good faith believes to be genuine, to have been signed or presented by the proper person or persons, and to conform to the requirements of this Agreement. The Escrow Agent shall not be required to independently verify any statement of fact, representation, or certification contained in any such document or communication. The Escrow Agent may consult with and rely on the advice of legal counsel (including in-house counsel) retained by the Escrow Agent in connection with any matter relating to this Agreement, and the Escrow Agent shall not be liable for any action taken, suffered, or omitted by it in good faith in reliance upon the opinion or advice of such counsel.
Section 6.3 — Liability
(a) The Escrow Agent shall not be liable for any action taken or omitted to be taken by the Escrow Agent in good faith and believed by the Escrow Agent to be authorized or within the rights or powers conferred upon it by this Agreement, except for liability arising directly from the Escrow Agent's own gross negligence, willful misconduct, or fraud, as determined by a final, non-appealable order of a court of competent jurisdiction.
(b) Without limiting the generality of the foregoing, the Escrow Agent shall not be liable for (i) any loss on Permitted Investments made in accordance with Section 3.3, including any loss resulting from the liquidation of any investment prior to its stated maturity, (ii) any delay or failure in performance resulting from acts beyond the Escrow Agent's reasonable control, including acts of God, strikes, lockouts, riots, acts of war or terrorism, epidemics, pandemics, governmental regulations, fire, communication line failures, computer viruses, power failures, or earthquakes, or (iii) any act or omission of any predecessor or successor escrow agent.
(c) In no event shall the Escrow Agent be liable for any indirect, consequential, special, incidental, or punitive damages of any kind, regardless of the form of the claim or action, whether in contract, tort, strict liability, or otherwise, even if the Escrow Agent has been advised of the possibility of such damages.
Section 6.4 — Indemnification of Escrow Agent
Buyer and the Stockholder Representative (on behalf of the former stockholders of the Company), jointly and severally, shall indemnify, defend, and hold harmless the Escrow Agent and its directors, officers, employees, agents, and affiliates (collectively, the "Escrow Agent Indemnified Parties") from and against any and all claims, actions, proceedings, losses, costs, liabilities, damages, and expenses (including reasonable and documented attorneys' fees and disbursements) incurred by or asserted against any Escrow Agent Indemnified Party arising out of or in connection with the execution, delivery, performance, or administration of this Agreement, except to the extent that such claims, losses, or expenses are finally determined by a court of competent jurisdiction (in a final, non-appealable order) to have resulted from the Escrow Agent's own gross negligence, willful misconduct, or fraud. As between Buyer and the Stockholder Representative, such indemnification obligation shall be borne equally (fifty percent (50%) each) unless otherwise agreed in writing. The indemnification obligations under this Section 6.4 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent.
Section 6.5 — Compensation of Escrow Agent
(a) The Escrow Agent shall be entitled to receive reasonable compensation for its services hereunder, as set forth in the fee schedule attached hereto as Exhibit C. Such compensation shall be borne equally by Buyer (fifty percent (50%)) and the Stockholder Representative, on behalf of the former stockholders of the Company (fifty percent (50%)), unless otherwise agreed in writing.
(b) The Escrow Agent shall be entitled to reimbursement for all reasonable and documented out-of-pocket expenses incurred in connection with the performance of its duties under this Agreement, including but not limited to the fees and expenses of outside counsel and other advisors retained by the Escrow Agent in accordance with Section 6.2.
(c) The Escrow Agent may deduct its accrued and unpaid fees and reimbursable expenses from Escrow Earnings (but not from the principal of the Escrow Amount), provided that the Escrow Agent shall deliver prior written notice to both Buyer and the Stockholder Representative not less than ten (10) Business Days prior to any such deduction, specifying the amounts to be deducted and the services or expenses to which such amounts relate. If Escrow Earnings are insufficient to cover such fees and expenses, Buyer and the Stockholder Representative shall pay the Escrow Agent directly in accordance with the allocation described in Section 6.5(a).
Section 6.6 — Resignation and Removal
(a) Resignation. The Escrow Agent may resign at any time upon not less than thirty (30) days' prior written notice to Buyer and the Stockholder Representative, such resignation to become effective on the date specified in such notice (or, if no date is specified, on the thirtieth (30th) day following delivery of such notice).
(b) Removal. Buyer and the Stockholder Representative, acting jointly by written notice signed by both parties, may remove the Escrow Agent at any time upon not less than thirty (30) days' prior written notice to the Escrow Agent, such removal to become effective on the date specified in such notice.
(c) Appointment of Successor. Upon the resignation or removal of the Escrow Agent, Buyer and the Stockholder Representative shall use commercially reasonable efforts to jointly appoint a successor escrow agent (which shall be a bank, trust company, or other financial institution with combined capital and surplus of not less than Five Hundred Million Dollars ($500,000,000)). If Buyer and the Stockholder Representative fail to appoint a successor escrow agent within thirty (30) days after the date of the Escrow Agent's resignation or removal notice, the resigning or removed Escrow Agent may, at the expense of Buyer and the Stockholder Representative (equally), petition any court of competent jurisdiction to appoint a successor escrow agent.
(d) Transfer of Escrow Amount. The resigning or removed Escrow Agent shall transfer and deliver the Escrow Amount (including all Escrow Earnings) to the successor escrow agent within five (5) Business Days of the effective date of resignation or removal (or, if later, the date on which the successor is appointed), and shall thereupon be discharged from all further duties and obligations under this Agreement, except with respect to (i) any claims for indemnification under Section 6.4 arising from events occurring during the resigning or removed Escrow Agent's tenure, and (ii) any obligation to provide a final accounting of the Escrow Account.
Section 6.7 — Interpleader
If at any time the Escrow Agent receives conflicting instructions from Buyer and the Stockholder Representative, or if the Escrow Agent is otherwise uncertain as to its duties or obligations under this Agreement (including with respect to any claimed right to the Escrow Amount or any portion thereof), the Escrow Agent may, in its sole discretion and at the expense of Buyer and the Stockholder Representative (equally):
(a) refrain from taking any action (other than to continue to hold and invest the Escrow Amount in accordance with Section 3.3) until such conflict or uncertainty is resolved to its reasonable satisfaction by joint written instructions of Buyer and the Stockholder Representative, or by a final order of a court of competent jurisdiction or a final arbitration award; or
(b) file an action in interpleader in any court of competent jurisdiction (including the Court of Chancery of the State of Delaware or any federal court sitting in the State of Delaware), deposit the Escrow Amount (or the disputed portion thereof) with such court, and thereupon be relieved and discharged of all further obligations and liabilities under this Agreement with respect to such deposited amounts, except for any claims arising from the Escrow Agent's own gross negligence, willful misconduct, or fraud.
Section 6.8 — No Implied Duties
The Escrow Agent shall have no implied duties, obligations, or responsibilities of any kind under this Agreement. The Escrow Agent shall not be required to take any action other than as expressly set forth in this Agreement. Without limiting the generality of the foregoing, the Escrow Agent shall not be required to (a) monitor the performance of any other party's obligations under the Merger Agreement, this Agreement, or any other agreement, (b) determine whether any event giving rise to an indemnification claim has occurred, (c) evaluate the sufficiency or merits of any Claim Notice or Dispute Notice, or (d) notify any party of any default by any other party under this Agreement or any other agreement.
ARTICLE VII — STOCKHOLDER REPRESENTATIVE
Section 7.1 — Appointment and Authority
(a) Douglas Pemberton is hereby confirmed as having been irrevocably appointed as the Stockholder Representative to act on behalf of, and as the exclusive agent and attorney-in-fact for, the former stockholders of Cloudium Technologies plc for all purposes under this Agreement. Without limiting the generality of the foregoing, the Stockholder Representative is authorized and empowered to:
(i) receive and review Claim Notices delivered by Buyer under Section 4.1, and take such actions in response thereto as the Stockholder Representative deems appropriate, including delivering Dispute Notices under Section 4.2;
(ii) negotiate the resolution of Disputed Claims with Buyer on behalf of the former stockholders;
(iii) deliver joint written instructions to the Escrow Agent, together with Buyer, in accordance with Section 4.3 and the other provisions of this Agreement;
(iv) receive escrow releases on behalf of the former stockholders and distribute such amounts pro rata to the former stockholders in accordance with Section 5.4;
(v) engage legal counsel, financial advisors, accountants, and other agents and representatives, at the expense of the former stockholders, as the Stockholder Representative deems necessary or advisable in connection with the performance of the Stockholder Representative's duties under this Agreement;
(vi) consent to, compromise, or settle any indemnification claim on behalf of the former stockholders; and
(vii) take such other actions as are contemplated by this Agreement, the Merger Agreement, or the Stockholder Representative Agreement, or as the Stockholder Representative deems necessary or advisable in connection with the foregoing.
(b) The scope, powers, and limitations of the Stockholder Representative's authority are further set forth in the Stockholder Representative Agreement, dated as of January 22, 2024, the terms of which are incorporated herein by reference to the extent applicable. In the event of any conflict between the terms of this Agreement and the terms of the Stockholder Representative Agreement with respect to the Stockholder Representative's authority, the terms of the Stockholder Representative Agreement shall control.
Section 7.2 — Reliance by Escrow Agent and Buyer
The Escrow Agent and Buyer shall each be entitled to conclusively rely, and shall be fully protected in relying, on any action taken, notice given, instruction delivered, or document signed by the Stockholder Representative as being binding on all former stockholders of the Company. The Escrow Agent and Buyer shall have no obligation to independently verify the authority of the Stockholder Representative to take any action hereunder or to inquire into the propriety of any action taken by the Stockholder Representative. No former stockholder of the Company shall have any right, individually or as a group, to object to, challenge, or seek to set aside any action taken or omitted by the Stockholder Representative in good faith in the performance of the Stockholder Representative's duties under this Agreement, the Merger Agreement, or the Stockholder Representative Agreement.
Section 7.3 — Limitation of Liability
The Stockholder Representative shall not be personally liable for any action taken or omitted to be taken in good faith in the performance of the Stockholder Representative's duties under this Agreement, except to the extent that any loss or damage results from the Stockholder Representative's own gross negligence, willful misconduct, or fraud. The Stockholder Representative shall not be liable for any act or omission of any agent, counsel, or other representative retained by the Stockholder Representative, except to the extent that the Stockholder Representative's retention of such person constituted gross negligence.
Section 7.4 — Indemnification of Stockholder Representative
The former stockholders of the Company shall, pro rata in proportion to their respective shares of the aggregate merger consideration, indemnify, defend, and hold harmless the Stockholder Representative from and against any and all claims, actions, proceedings, losses, costs, liabilities, damages, and expenses (including reasonable and documented attorneys' fees and disbursements) arising out of or in connection with the Stockholder Representative's performance of duties under this Agreement, the Merger Agreement, and the Stockholder Representative Agreement, except to the extent that such losses are finally determined by a court of competent jurisdiction to have resulted from the Stockholder Representative's own gross negligence, willful misconduct, or fraud. The Stockholder Representative may satisfy indemnification claims from the Stockholder Representative Expense Fund established pursuant to Section 4 of the Stockholder Representative Agreement, to the extent funds are available therein.
Section 7.5 — Successor Stockholder Representative
In the event that the Stockholder Representative resigns, dies, or becomes permanently incapacitated (as determined by a licensed physician or by a court of competent jurisdiction), a successor Stockholder Representative shall be appointed by the affirmative vote or written consent of the holders of a majority in interest (by value, based on each holder's respective share of the aggregate merger consideration) of the former stockholders of the Company. If no successor Stockholder Representative is appointed within thirty (30) days following the occurrence of such event, Buyer may petition a court of competent jurisdiction sitting in the State of Delaware to appoint a successor Stockholder Representative. Any successor Stockholder Representative shall have all of the rights, powers, authority, and obligations of the initial Stockholder Representative under this Agreement, the Merger Agreement, and the Stockholder Representative Agreement.
ARTICLE VIII — GENERAL PROVISIONS
Section 8.1 — Notices
All notices, requests, consents, claims, demands, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email (with confirmation of transmission), if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third (3rd) Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Notices shall be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8.1):
If to Buyer:
Solara Digital Infrastructure Fund VI LP c/o Solara Digital GP LLC 1200 Market Street, Suite 3400 Wilmington, Delaware 19801
Attention: Marcus Elliston, Managing Partner
Email: melliston@solaradigital.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022
Attention: Harrison Wexford