Contract analysis

I. Introduction We write in connection with our representation of Solara Digital Infrastructure LP ("Solara") and Solara Digital Infrastructure Fund VI LP ("Fund VI") in connection with Fund VI's proposed acquisition of Cloudium Technologies plc ("Cloudium" or the "Company"), a public limited company incorporated under the laws of England and Wales and listed on the Nasdaq Global Select Market under the ticker symbol

II. Purpose of This Letter The purpose of this letter is to confirm that the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), 15 U.S.C. § 18a, and the implementing rules and regulations promulgated thereunder at 16 C.F.R. Parts 801–803 (the "HSR Rules"), has expired without the issuance of a request for additional information or documentary material

III. Background of the HSR Filing A. Identification of Filing Parties The Premerger Notification and Report Forms (the "HSR Forms") were submitted on behalf of the following persons, as defined in the HSR Act and HSR Rules: Acquiring Person: Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (EIN: 87-4523190), acting through its general partner, Solara Fund VI GP LLC, a Delaware limited liabilit

IV. Expiration of the Waiting Period We are pleased to confirm the following with respect to the HSR Act waiting period applicable to the Transaction:

1. Commencement of the Waiting Period. The initial 30-calendar-day waiting period under Section 7A(b)(1)(B) of the Clayton Act, as amended by the HSR Act, 15 U.S.C. § 18a(b)(1)(B), commenced upon the filing of the HSR Forms on February 9, 2024. Because this Transaction involves a cash tender offer or merger (and is not subject to the shortened 15-day waiting period applicable to certain cash tender offers under 15 U.

2. Expiration of the Waiting Period. The initial 30-day waiting period expired at 11:59 p.m. Eastern Time on Sunday, March 10, 2024. However, because March 10, 2024 fell on a Sunday, the waiting period was extended to 11:59 p.m. Eastern Time on Monday, March 11, 2024, in accordance with 16 C.F.R. § 803.1 and the FTC's standard practice regarding computation of time when the last day of the waiting period falls on a w

3. No Second Request Issued. Neither the FTC nor the DOJ issued a Request for Additional Information and Documentary Material (commonly referred to as a "Second Request") pursuant to 15 U.S.C. § 18a(e)(1)(A) during the initial waiting period. As you are aware, the issuance of a Second Request would have extended the waiting period until 30 days after substantial compliance with such a request. No Second Request was i

4. No Tolling or Extension. No other communication was received from either the FTC or the DOJ that would have had the effect of extending, tolling, or otherwise modifying the initial 30-day waiting period. No voluntary timing agreement or pull-and-refile arrangement was entered into between the filing parties and either agency.

5. Conclusion. Based on the foregoing, we confirm that the waiting period under the HSR Act applicable to the Transaction has expired as of 11:59 p.m. Eastern Time on March 11, 2024. The parties to the Merger Agreement are now free to consummate the Transaction insofar as compliance with the HSR Act is concerned, subject to satisfaction or waiver of all other conditions to closing set forth in the Merger Agreement.

V. Remaining Regulatory Conditions A. HSR Condition Satisfied The expiration of the HSR waiting period satisfies one of the regulatory conditions precedent to closing under Article VII of the Merger Agreement, which requires that the applicable waiting period (and any extensions thereof) under the HSR Act shall have expired or been terminated. This condition has now been satisfied. B. UK Competition and Markets Autho

VI. Practical Implications and Next Steps With HSR clearance now obtained, we recommend that the parties focus their efforts on satisfying the remaining conditions to closing under the Merger Agreement, including the following:

1. CMA Phase 1 Clearance (Pending). As described in Section V above, the CMA's Phase 1 review is ongoing. We are in regular communication with Albright & Kerr LLP and the CMA case team and will provide prompt notice of any developments, including the anticipated clearance decision.

2. Cloudium Stockholder Approval. Pursuant to the terms of the Merger Agreement, the Transaction is subject to approval by Cloudium's stockholders at a special meeting of stockholders. The preliminary proxy statement was filed with the Securities and Exchange Commission on Form PREM14A, and we understand that the definitive proxy statement on Schedule 14A is targeted for filing on or about April 15, 2024, following c

3. Satisfaction or Waiver of All Other Conditions Precedent. The parties should continue to work toward the satisfaction or, where applicable, waiver of all other conditions precedent to closing set forth in Article VII of the Merger Agreement, including customary conditions relating to the accuracy of representations and warranties, compliance with covenants, absence of legal impediments, and the delivery of require

VII. Disclaimer and Limitation This letter addresses solely the HSR Act premerger notification filing and the expiration of the applicable waiting period under the HSR Act in connection with the Transaction. This letter does not constitute a legal opinion on any other matter, including without limitation the antitrust or competition law implications of the Transaction under any other federal, state, or foreign law, t

VIII. Closing We are pleased to report this favorable development in the Transaction and appreciate your continued confidence in Calderwood & Harkness LLP throughout this process. Please do not hesitate to contact the undersigned at (202) 555-7814 or eforsythe@calderwoodharkness.com, or Harrison Wexford at (212) 555-6200 or hwexford@calderwoodharkness.com, should you have any questions regarding this letter or any ot