Contract analysis

I. Executive Summary The purpose of this memorandum is to inform the Solara deal team that the United Kingdom Competition and Markets Authority (the "CMA") has today, April 3, 2024, issued its Phase 1 decision granting unconditional clearance to the proposed acquisition of Cloudium Technologies plc ("Cloudium" or the "Target") by Solara Digital Infrastructure Fund VI LP ("Fund VI"), acting through its wholly owned ac

II. Background on the Transaction Transaction Structure. The proposed transaction is structured as a reverse triangular merger effected under the General Corporation Law of the State of Delaware (the "DGCL"). Under the terms of the Merger Agreement, Merger Sub — a Delaware corporation and a direct, wholly owned subsidiary of Fund VI formed solely for purposes of the transaction — will merge with and into Cloudium Tec

III. UK Nexus and Jurisdictional Basis for CMA Review Cloudium's UK Operations Cloudium Technologies plc maintains material operations in the United Kingdom through its wholly owned subsidiary, Cloudium Technologies UK Ltd. (Company No. 11287456), registered at 45 Broadwick Street, London W1F 0DB. Cloudium Technologies UK Ltd. is a private limited company incorporated under the laws of England and Wales and serves as

IV. CMA Filing Process and Timeline The CMA filing process proceeded on a timeline consistent with or slightly shorter than a standard Phase 1 review. The key dates and milestones are summarized below: February 5, 2024 — Draft CMA Merger Notice Prepared. Calderwood & Harkness LLP (Elaine Forsythe, Specialist Partner, Antitrust & Competition, based in the firm's Washington, DC and London offices) prepared the initial

V. Summary of CMA Phase 1 Analysis and Decision The following is a summary of the principal elements of the CMA's Phase 1 analysis and decision, based on our review of the published decision and our engagement with the CMA's case team throughout the review process. A. Relevant Merger Situation The CMA confirmed that the transaction constitutes a "relevant merger situation" within the meaning of Sections 22 and 23 of

VI. Implications for Transaction Timeline and Closing Conditions Satisfaction of UK Regulatory Condition The CMA's unconditional clearance decision satisfies the UK regulatory condition precedent to closing under the Merger Agreement. Specifically, Section 7.1(b) of the Merger Agreement (the regulatory condition provision) requires, as a condition to each party's obligation to consummate the closing, that all require

1. Stockholder Approval. The Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Cloudium common stock entitled to vote at a duly convened special meeting of stockholders. The special meeting of Cloudium stockholders is currently scheduled to be held on May 20, 2024. The definitive proxy statement (Definitive Schedule 14A) is expected to be filed with the SEC on or

2. Absence of Legal Impediment. The Merger Agreement requires, as a condition to closing, that no governmental authority shall have enacted, issued, promulgated, enforced, or entered any order, injunction, judgment, decree, or law that is then in effect and that has the effect of making the merger illegal or otherwise prohibiting the consummation of the merger.

3. Bring-Down of Representations and Warranties. Each party's representations and warranties must be true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or material adverse effect, in all respects) as of the closing date, with such exceptions as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the

4. Compliance with Covenants. Each party must have complied in all material respects with its respective covenants and agreements contained in the Merger Agreement.

5. Customary Closing Deliverables. The parties must deliver customary closing deliverables, including officer's certificates, good standing certificates, legal opinions, and the certificates required to evidence the merger under the DGCL and the Companies Act 2006. Outside Date and Timeline Assessment The Merger Agreement provides for a scheduled outside date (the "Outside Date") of June 30, 2024, after which either

VII. Other Regulatory Clearances — Status Summary Set forth below is a summary of the status of all antitrust, competition, foreign direct investment, and national security regulatory clearances assessed in connection with the transaction. This summary is based on the jurisdictional assessments prepared by C&H and previously circulated to the deal team. All antitrust and competition regulatory conditions to closing h

VIII. Coordination with UK Counsel Albright & Kerr LLP (Fiona McAllister, Lead Partner, UK Competition; 5 New Street Square, London EC4A 3TW) has served as buyer's UK regulatory counsel throughout the CMA notification process. Albright & Kerr is a leading UK law firm with deep expertise in UK competition law and CMA merger control proceedings, and their involvement was instrumental in ensuring the smooth and efficien

IX. Recommended Next Steps In light of the CMA's Phase 1 unconditional clearance, we recommend the following next steps:

1. Update Regulatory Conditions Tracker. The deal team should update the Regulatory Conditions Tracker to reflect CMA unconditional clearance obtained April 3, 2024, under CMA Case No. ME/7184/24. The tracker should confirm that all antitrust and competition regulatory conditions under the Merger Agreement have been fully satisfied.

2. Confirm Satisfaction of Regulatory Conditions with M&A Deal Team. Harrison Wexford, as responsible partner on the M&A engagement, and the broader M&A deal team should be formally notified that the regulatory conditions under Section 7.1(b) of the Merger Agreement (or the equivalent regulatory condition provision) are fully satisfied. No further antitrust or competition approvals are required to proceed to closing.

3. No Further Action Required on CMA Workstream. No further action is required with respect to the CMA. The Phase 1 unconditional clearance does not impose any conditions, commitments, or ongoing monitoring obligations. There are no remedies to implement, no compliance reporting requirements, and no hold-separate obligations. The CMA workstream is closed.

4. Focus on Stockholder Approval Process. The transaction's critical path now runs through the stockholder approval process. The key milestones are as follows: (a) Cloudium's Definitive Proxy Statement (Definitive Schedule 14A) is expected to be filed with the SEC on or about April 15, 2024. C&H previously provided comments on the preliminary proxy statement (Preliminary Schedule 14A) on March 25, 2024, and those com

5. Continue Monitoring for Legal Impediments. The deal team should continue to monitor for any third-party challenges, governmental actions, legislative developments, or court orders that could create a legal impediment to closing. While no such impediments have been identified to date, and we consider the risk of such developments to be low, ongoing vigilance is appropriate. In particular, the deal team should monit

6. Coordinate with Target's Counsel on CMA Disclosure. The deal team should coordinate with Ridgeway Phelps & Sato LLP (Catherine Answorth, partner representing Cloudium Technologies plc as target's counsel) regarding any public disclosure requirements related to the CMA clearance, including the potential inclusion of the CMA clearance as a material development in the proxy statement or in a supplemental filing (Form

X. Document Retention and Confidentiality This memorandum is privileged and confidential attorney work product prepared by Calderwood & Harkness LLP in the course of its representation of Solara Digital Infrastructure LP and Solara Digital Infrastructure Fund VI LP in connection with the proposed acquisition of Cloudium Technologies plc. This memorandum is protected by the attorney-client privilege and the work-produ