Contract analysis

I. Executive Summary Calderwood & Harkness LLP has been engaged to advise Solara Digital Infrastructure LP ("Solara" or "SDILP") in connection with the proposed acquisition of Cloudium Technologies plc ("Cloudium" or the "Target"), a UK-incorporated, Nasdaq-listed (ticker: CLDM) cloud-based enterprise software company, by Solara Digital Infrastructure Fund VI LP ("Fund VI") through a reverse triangular merger with St

II. Transaction Overview A. Parties to the Transaction Acquirer. The acquiring entity is Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership with vintage year 2022 and approximately $12.4 billion in committed capital. Fund VI is one of six flagship funds managed by Solara Digital Infrastructure LP, a leading technology-focused private equity firm founded by Marcus Elliston (Founder & Managing Par

III. HSR Act Reportability Analysis A. Statutory Framework

Section 7A of the Clayton Act, codified at 15 U.S.C. § 18a, and commonly referred to as the HSR Act, requires that parties to certain acquisitions of voting securities, assets, or interests in non-corporate entities file premerger notification with both the Federal Trade Commission ("FTC") and the Antitrust Division of the U.S. Department of Justice ("DOJ") and observe a statutory waiting period before consummating t

1. Stratos Merger Sub Inc. (Delaware corporation) — wholly owned by Fund VI.

2. Solara Digital Infrastructure Fund VI LP (Delaware limited partnership) — controlled by its general partner, Solara Fund VI GP LLC.

3. Solara Fund VI GP LLC (Delaware LLC) — controlled by Solara Digital GP LLC.

4. Solara Digital GP LLC (Delaware LLC) — serves as the general partner of Solara Digital Infrastructure LP.

5. Solara Digital Infrastructure LP (Delaware limited partnership) — this is the entity at the top of the control chain that is not itself controlled by any other entity. Under 16 C.F.R. § 801.1(a)(3), the UPE is "an entity which is not controlled by any other entity." Solara Digital Infrastructure LP meets this definition: it is the ultimate holding entity for the Solara platform, and no other entity holds a control

IV. Item 4(c) and 4(d) Document Review A. Item 4(c) Documents Item 4(c) of the HSR Notification and Report Form requires the production of all documents that were prepared by or for any officer(s) or director(s) of the filing person (or, in the case of an unincorporated entity, individuals exercising similar functions) for the purpose of evaluating or analyzing the acquisition with respect to market shares, competiti

V. Substantive Competitive Analysis A. Cloudium's Market Position Cloudium Technologies plc is a provider of cloud-native enterprise software solutions across three principal product categories: enterprise resource planning (ERP), customer relationship management (CRM), and business intelligence (BI). Cloudium's solutions are delivered exclusively through a SaaS model, and the company's product suite is designed to s

1. Financial-sponsor acquisition. The Transaction is a financial-sponsor (private equity) acquisition, not a strategic acquisition by a direct competitor. The acquiring person does not itself operate in the cloud ERP, CRM, or BI markets, and the Transaction does not eliminate a horizontal competitor.

2. No material horizontal overlap. We have not identified any material horizontal competitive overlap between Cloudium's product offerings and those of any current Solara portfolio company. The absence of horizontal overlap is the most significant factor in our assessment, as horizontal overlaps are the primary driver of agency concern in merger review.

3. Fragmented, competitive markets. The cloud ERP, CRM, and BI markets are large, growing, and highly fragmented, with numerous competitors of varying sizes and significant ongoing innovation and entry. The Transaction does not result in any meaningful increase in market concentration.

4. Historical agency practice. The FTC and DOJ have historically been less likely to issue Second Requests in PE acquisitions absent clear horizontal overlap, evidence of a pattern of serial acquisitions in the same space (so-called "roll-up" concerns), or other specific competitive issues. We are not aware of any prior Solara acquisitions in the cloud ERP, CRM, or BI markets that would raise roll-up concerns. Notwit

VI. Filing Strategy and Recommendations A. Timing We recommend filing the HSR Notification and Report Form on or about February 9, 2024. This target date allows approximately two weeks from the date of this memorandum for document collection, form preparation, internal review, and coordination with Cloudium's counsel (Ridgeway Phelps & Sato LLP). The initial 30-day waiting period under Section 7A(b)(1)(B) of the Clay

VII. Action Items and Next Steps The following table sets forth the key action items, responsible parties, and target dates for HSR filing preparation and submission: We will circulate updates to the deal team on a weekly basis during the pendency of the HSR waiting period and will provide immediate notification of any agency communication, including requests for additional information or a Second Request (in the unl

VIII. Conclusion Based on the analysis set forth in this memorandum, we reach the following conclusions:

1. The acquisition of Cloudium Technologies plc by Solara Digital Infrastructure Fund VI LP is reportable under the HSR Act.

2. Both the size-of-transaction test and the size-of-person test (to the extent applicable) are clearly satisfied. The Transaction's $6,800,000,000 deal value far exceeds the applicable 2024 thresholds.

3. The filing person (UPE) on the buyer side is Solara Digital Infrastructure LP. The filing person (UPE) on the target side is Cloudium Technologies plc.

4. The substantive antitrust risk presented by the Transaction is assessed as low. There is no material horizontal competitive overlap between Cloudium's cloud ERP, CRM, or BI product offerings and those of any current Solara portfolio company. The Transaction is a financial-sponsor acquisition in fragmented, highly competitive markets.

5. The risk of a Second Request is assessed as low, based on the absence of horizontal overlap, the financial-sponsor nature of the Transaction, and historical agency practice in comparable situations.

6. We recommend filing the HSR Notification and Report Form on or about February 9, 2024, with anticipated clearance upon expiration of the initial 30-day waiting period on or about March 11, 2024.

7. We recommend preparing a voluntary supplemental submission to the reviewing agency to proactively address any potential competitive concerns and facilitate efficient review. We will continue to coordinate with Harrison Wexford and the broader deal team on timing and filing logistics, and with Albright & Kerr LLP (Fiona McAllister) on the parallel UK CMA review process. We are available to discuss any aspect of thi