Contract analysis

I. COVER LETTER TO FTC PREMERGER NOTIFICATION OFFICE CALDERWOOD & HARKNESS LLP 1601 K Street NW Washington, DC 20006 Telephone: (202) 555-4100 Facsimile: (202) 555-4101 www.calderwoodharkness.com February 9, 2024 VIA ELECTRONIC FILING AND Sundial Data Systems Premerger Notification Office Bureau of Competition Federal Trade Commission 600 Pennsylvania Avenue NW Washington, DC 20580 Re: Notification and Report Form Fi

1. Notification and Report Form for Fund VI (acquiring person filing), completed in accordance with the instructions set forth in 16 C.F.R. Part 803, together with all required items and responses;

2. Exhibit A — Executed copy of the Agreement and Plan of Merger, dated January 22, 2024;

3. Exhibit B — Organizational Chart of the Acquiring Person;

4. Exhibit C — Organizational Chart of the Acquired Entity;

5. Exhibit D — Annual Reports and SEC Filings of the Acquired Entity;

6. Exhibit E — Item 4(c) and 4(d) Document Log;

7. Exhibit F — NAICS Code Revenue Breakdown for Acquiring Person and Acquired Entity;

8. Exhibit G — Filing Fee Calculation and Wire Transfer Confirmation;

9. Exhibit H — Executed Power of Attorney / Authorization;

10. Exhibit I — Certification of Compliance with Filing Requirements; and

11. Competitive Analysis Summary (voluntary submission). Counsel Identification This Filing has been prepared and submitted by the following counsel: Lead Antitrust Counsel: Elaine Forsythe, Specialist Partner Antitrust & Competition Practice Calderwood & Harkness LLP 1601 K Street NW Washington, DC 20006 Telephone: (202) 555-4112 Email: elaine.forsythe@calderwoodharkness.com Responsible M&A Partner: Harrison Wexford

II. NOTIFICATION AND REPORT FORM — ACQUIRING PERSON NOTIFICATION AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISITIONS Filed Pursuant to Section 7A of the Clayton Act (15 U.S.C. § 18a) and Rules Promulgated Thereunder (16 C.F.R. Parts 801–803) ACQUIRING PERSON FILING Item 1 — Name and Headquarters of Person Filing Notification 1(a) — Filing Person Name: Solara Digital Infrastructure Fund VI LP Address: 1200 Market Str

1. Resolutions of Solara Fund VI GP LLC (acting in its capacity as general partner of Fund VI), dated January 22, 2024, unanimously authorizing the execution and delivery of the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee, and all other documents and instruments contemplated thereby, and approving the consummation of the transactions contemplated by the Merger Agreement (including the merger

2. Board Consent of Stratos Merger Sub Inc., dated January 22, 2024, adopted by the sole director of Stratos Merger Sub Inc., authorizing the execution and delivery of the Merger Agreement and the consummation of the merger.

3. Written Consent of Solara Digital Infrastructure Fund VI LP (acting in its capacity as the sole stockholder of Stratos Merger Sub Inc.), dated January 22, 2024, approving the Merger Agreement and the merger in accordance with the DGCL.

4. Resolutions of Solara Digital GP LLC (acting in its capacity as general partner of Solara Digital Infrastructure LP, the UPE), dated August 14, 2023, authorizing the engagement and pursuit of the proposed acquisition of Cloudium, including authorizing the engagement of Calderwood & Harkness LLP and Osprey Bancroft & Co. as legal and financial advisors, respectively, and authorizing Fund VI and its representatives

1. Form 8-K filed by Cloudium Technologies plc on January 23, 2024, announcing the execution of the Merger Agreement. This Form 8-K included a press release describing the material terms of the proposed transaction and a copy of the Merger Agreement filed as an exhibit thereto.

2. Proxy Statement: As of the date of this Filing (February 9, 2024), Cloudium has not yet filed a definitive proxy statement with the SEC in connection with the special meeting of shareholders to be convened to approve the merger. Based on discussions with counsel for Cloudium, the definitive proxy statement is expected to be filed on or about April 15, 2024. Fund VI will supplement this Filing with the proxy statem

3. No Schedule 13D or Schedule 13D/A has been filed by Fund VI or any affiliate of Fund VI in connection with the transaction, as Fund VI does not hold any Cloudium voting securities as of the date of this Filing. 4(c) — Confidential Documents — Plans and Reports Pursuant to Item 4(c) of the Notification and Report Form, Fund VI has identified and is producing (or, where privileged, has logged on a privilege log) all

1. Solara Digital Co-Invest VI-A LP — A co-investment vehicle formed to participate alongside Fund VI in the proposed acquisition of Cloudium. Solara Digital Co-Invest VI-A LP is a Delaware limited partnership with committed capital of $425,000,000. Its general partner is Solara Fund VI GP LLC, the same general partner as Fund VI. Co-Invest VI-A LP is included within the filing person and is an affiliate of Fund VI.

2. Stratos Merger Sub Inc. — A Delaware corporation (DE File No. 7923841) formed on January 8, 2024, with its registered office at 1209 Orange Street, Wilmington, Delaware 19801. Stratos Merger Sub Inc. is the acquisition vehicle and is a wholly owned subsidiary of Fund VI. It was formed solely for the purpose of effectuating the merger and has not conducted any business operations, incurred any liabilities, or acqui

3. Pinnacle Growth Ventures LLC — A Delaware limited liability company with its principal office at 777 Third Avenue, 28th Floor, New York, New York 10017. Pinnacle's Managing Member is Evelyn Carmichael. Pinnacle is a party to the Rollover Agreement and will become a minority equity investor in the post-closing entity upon consummation of the merger. However, Pinnacle is not an affiliate of the acquiring person. Pin

III. EXHIBIT INDEX AND ATTACHMENTS The following exhibits and attachments are submitted in connection with the Notification and Report Form filed on behalf of Solara Digital Infrastructure Fund VI LP. Each exhibit is identified by letter designation and brief description. The exhibits are submitted in the order listed below and are incorporated by reference into the Notification and Report Form. Exhibit A — Agreement

1. Cloudium Technologies plc — Annual Report on Form 10-K for the fiscal year ended September 30, 2023, as filed with the U.S. Securities and Exchange Commission. The Form 10-K contains audited consolidated financial statements, management's discussion and analysis of financial condition and results of operations, and risk factor disclosures. A copy of the Form 10-K is included with this exhibit.

2. Cloudium Technologies plc — Most Recent Annual Report and Accounts for the fiscal year ended September 30, 2023, as prepared in accordance with International Financial Reporting Standards (IFRS) and filed with Companies House (England & Wales). This report includes the strategic report, directors' report, corporate governance statement, and audited consolidated financial statements.

3. Cloudium Technologies UK Ltd. — Statutory Accounts for the fiscal year ended September 30, 2023, as filed with Companies House (England & Wales, Company No. 11287456). These accounts include the balance sheet, profit and loss account, and notes to the financial statements for the UK subsidiary.

4. Auditors: Cloudium's consolidated financial statements and the statutory accounts of Cloudium Technologies UK Ltd. were audited by Harwell & Dobson LLP (engagement partner: Martin Chisholm). Harwell & Dobson LLP maintains its U.S. headquarters at 200 Clarendon Street, Boston, Massachusetts 02116, and its London office at 1 Finsbury Avenue, London EC2M 2PF. Exhibit E — Item 4(c) and 4(d) Document Log Attached heret

1. Filing Fee Calculation: A calculation of the applicable HSR filing fee based on the aggregate transaction value of $6,800,000,000. The filing fee has been computed in accordance with the fee schedule then in effect under the HSR Act, as adjusted by the Federal Trade Commission, for transactions valued above the relevant threshold tier.

2. Wire Transfer Confirmation: A copy of the wire transfer confirmation evidencing payment of the filing fee to the Federal Trade Commission's designated depository account. The wire transfer was initiated on February 8, 2024, and received by the FTC's designated account prior to the submission of this Filing. Exhibit H — Executed Power of Attorney / Authorization Attached hereto as Exhibit H is a fully executed Powe

IV. COMPETITIVE ANALYSIS SUMMARY (VOLUNTARY SUBMISSION) This Competitive Analysis Summary is submitted voluntarily by Solara Digital Infrastructure Fund VI LP ("Fund VI") in connection with the Notification and Report Form filed pursuant to the HSR Act. This summary is intended to assist the Staff of the Federal Trade Commission and the Department of Justice in their review of the proposed transaction and to support

1. Cloud-Native Enterprise Resource Planning (ERP) Solutions: Cloud-native ERP platforms delivered on a subscription (SaaS) basis, providing integrated business management functionality including financial management, supply chain management, human capital management, procurement, and related operational modules. This market includes both comprehensive ERP suites and modular ERP components designed for deployment in

2. Customer Relationship Management (CRM) Software: SaaS-based CRM platforms offering sales force automation, marketing automation, customer service management, and related customer engagement tools. The CRM market encompasses a broad range of solutions from enterprise-grade platforms to mid-market and small-business offerings.

3. Business-intelligence (BI) SaaS Solutions: Cloud-based analytics, data visualization, reporting, and predictive analytics platforms that enable organizations to analyze business data, generate reports, create dashboards, and derive actionable insights from structured and unstructured data. Relevant Customer Segments: Cloudium's products are primarily directed at mid-market enterprises (companies with annual revenu

1. Financial Sponsor Acquisition: The proposed transaction is primarily a financial sponsor acquisition (private equity buyout) in which Fund VI, a private equity fund, is acquiring Cloudium as a platform investment. This is not a strategic combination of competing businesses. Fund VI is a financial investor, and its acquisition of Cloudium will not result in the combination of competing product lines or the consolid

2. No Significant Horizontal Overlaps: As demonstrated in the competitive overlap assessment above, there are no significant horizontal overlaps between Cloudium's products and services and those of any portfolio company within the acquiring person entity group. The minimal overlap identified in the BI analytics category involves a portfolio company serving a distinct customer segment with a different product archite

3. No Vertical Concerns: No customer-supplier or other vertical relationships between the acquiring person and Cloudium have been identified that would give rise to vertical foreclosure, raising rivals' costs, or other vertical theories of competitive harm.

4. Consistent with Historical Treatment: The proposed transaction is consistent with the type of financial sponsor acquisitions that the FTC and DOJ have historically cleared without extended investigation. Private equity acquisitions of technology companies in competitive markets with multiple well-funded competitors are routinely granted early termination, and Fund VI submits that this transaction falls squarely wi

5. Highly Competitive Market: Cloudium operates in markets characterized by vigorous competition from numerous large, well-resourced competitors (including Hollowell & Co., Ridgeline Industries, Pinnacle Health IT, Ashbury Holdings, and Ashbury & Co., among others), rapid technological innovation, and low customer switching costs. The acquisition of Cloudium by a financial sponsor is unlikely to alter the competitive