FR EA

Extract to table

Pull the structured facts out of a document: parties, dates, amounts, obligations.

Extract to table / limited-guarantee-execution-version.docx
limited-guarantee-execution-version.docx · 1041-00003

Parties

Solara Fund VI GP LLC
Stratos Merger Sub Inc
Digital Infrastructure Fund VI LP
Solara Digital Infrastructure LP
Solara Digital Co-Invest VI-A LP
Harkness LLP
Sato LLP
CLOUDIUM TECHNOLOGIES PLC

Dates

January 22, 2024

Amounts

$2,832,888,096
$374,000,000
$246,000,000
$221,000,000
$25,000,000

Obligations

3(b) of the Merger Agreement; provided, however, that the Guarantor's aggregate liability under this Limited Guarantee in respect of the Guaranteed Obligations shall not exceed the Cap (as defined in Section 1
For the avoidance of doubt, the Primary Cap and the Reimbursement Obligations are not duplicative of one another, and the maximum aggregate liability of the Guarantor under this Limited Guarantee for all Guaranteed Obligations and Reimbursement Obligations combined shall not exceed the Cap
To the fullest extent permitted by applicable law, the obligations of the Guarantor hereunder shall not be subject to any counterclaim, set-off, deduction, or defense based upon any claim the Guarantor or Parent may have against the Company
Upon the indefeasible payment in full of all Guaranteed Obligations (or such portion thereof as the Guarantor shall have paid), the Guarantor shall be subrogated to the rights of the Company against Parent in respect of the amounts so paid by the Guarantor, and the Company agrees to take, at the Guarantor's expense, such steps as the Guarantor may reasonably request to implement such subrogation; provided that such subrogation rights shall be subject to and subordinate in all respects to the prior indefeasible payment in full of all Guaranteed Obligations and shall not in any manner interfere with, impair, or derogate from the Company's rights under this Limited Guarantee or the Merger Agreement
If, at any time, all or any part of any payment made by or on behalf of Parent or the Guarantor with respect to the Guaranteed Obligations is rescinded, invalidated, declared to be fraudulent or preferential, set aside, or is otherwise required to be restored or returned by the Company, whether as a result of any proceeding in bankruptcy, reorganization, or otherwise, then the obligation of the Guarantor hereunder with respect to such payment shall be reinstated and this Limited Guarantee shall be deemed to have continued in existence, notwithstanding any previous cancellation hereof or any previous act of the Company in reliance hereon; provided that such reinstatement shall be subject in all cases to the Cap
Without limiting the generality of the foregoing, the Guarantor, in its capacity as the sole general partner of Solara Digital Infrastructure Fund VI LP, has the authority and ability to cause Parent to fund the equity contribution contemplated by the Equity Commitment Letter in the aggregate amount of Two Billion Eight Hundred Thirty-Two Million Eight Hundred Eighty-Eight Thousand Ninety-Six Dollars ($2,832,888,096), and the Guarantor has no reason to believe that Parent will not have sufficient funds available to fund such equity contribution at the time such contribution is required to be made in accordance with the terms of the Equity Commitment Letter and the Merger Agreement