Contract analysis

I. Purpose of This Letter This firm represents Solara Digital Infrastructure Fund VI LP ("Fund VI"), a Delaware limited partnership, in connection with its proposed acquisition of all of the outstanding shares of common stock of Cloudium Technologies plc ("Cloudium"), a public limited company incorporated under the laws of England and Wales (Company No. 09734521) and listed on the Nasdaq Global Select Market under th

II. Description of the Transaction Fund VI, acting through its wholly owned subsidiary Stratos Merger Sub Inc., a Delaware corporation formed for purposes of effecting the proposed transaction ("Merger Sub"), proposes to acquire Cloudium by means of a reverse triangular merger under Sections 251 and 259 of the Delaware General Corporation Law (the "DGCL"). Pursuant to the merger agreement, Merger Sub will merge with

III. Description of the Parties and Their Businesses A. The Acquiring Person — Solara Digital / Fund VI Solara Digital Infrastructure LP is a private equity sponsor focused exclusively on investments in digital infrastructure and enterprise software assets. Since its founding, Solara has made fourteen platform investments across Funds IV through VI spanning the enterprise software, cloud infrastructure, data analytic

IV. Relevant Product Markets The proposed transaction implicates three product markets in which Cloudium operates: (A) cloud-based enterprise resource planning ("ERP") software, (B) cloud-based customer relationship management ("CRM") software, and (C) business intelligence and analytics software. As set forth below and in the enclosed exhibits, each of these markets is large, growing rapidly, highly competitive, and

V. Relevant Geographic Markets Cloud ERP, CRM, and BI software are delivered to customers globally via internet-based cloud infrastructure. Customers can and do contract with providers located anywhere in the world, and the deployment of cloud-based solutions does not require physical proximity between the vendor and the customer. Accordingly, the relevant geographic market for each of the product markets described a

VI. Competitive Analysis — No Horizontal Overlap A. Solara Portfolio Companies As described in Section III.A above and as set forth in detail in Exhibit D, Solara's existing portfolio companies across Funds IV through VI operate in adjacent but distinct segments of the broader software and technology ecosystem that do not overlap with Cloudium's core ERP, CRM, and BI product lines. Specifically: • Sentinel Shield Cyb

VII. Market Data and Materials Enclosed In connection with this voluntary submission, we are enclosing the following materials for the staff's review: Exhibit A: Third-Party Analyst Reports — Global Cloud ERP Market. This exhibit contains summaries of third-party analyst reports on global cloud ERP market size, growth rates, competitive landscape, and market dynamics. The reports are sourced from Meridian Research Gr

VIII. Key Customer Context — Aegis Federal Solutions Inc. For completeness, and to illustrate the diversity and breadth of Cloudium's customer base, we note that Cloudium's customers include Aegis Federal Solutions Inc. ("Aegis Federal"), a US government contractor that represents approximately $84,000,000 in annual recurring revenue. The Aegis Federal relationship is governed by a Master SaaS Agreement that contains

IX. Conclusion Based on the market data, competitive landscape analysis, and portfolio company information presented in this letter and the enclosed exhibits, the proposed acquisition of Cloudium by Fund VI does not present competitive concerns warranting further investigation. In particular:

1. No Horizontal Overlap. There is no horizontal overlap between Solara's existing portfolio companies and Cloudium's core ERP, CRM, and BI product lines. The transaction is a pure financial acquisition.

2. Large, Growing, and Highly Competitive Markets. Cloudium operates in the global cloud ERP, cloud CRM, and BI software markets, each of which is large, growing rapidly, and served by numerous well-funded competitors. The global cloud ERP market alone is estimated at approximately $65 billion and is projected to nearly double by 2028.

3. Modest Market Shares. Cloudium's market shares are modest by any measure — approximately 2.5% in cloud ERP, less than 1.5% in cloud CRM, and less than 1% in BI and analytics. These shares are well below any level that would raise competitive concerns under the Commission's Merger Guidelines or established case law.

4. No Vertical Foreclosure Risk. The transaction does not create any vertical foreclosure or input-deprivation risk. The merged entity will not have the ability or incentive to foreclose competitors from any input, distribution channel, or customer base. For these reasons, the parties respectfully submit that the proposed transaction should be cleared upon the expiration of the initial thirty-day waiting period under

X. Request for Confidential Treatment The parties hereby formally request that the Commission treat this letter and all enclosed materials as confidential under Section 7A(h) of the HSR Act (15 U.S.C. § 18a(h)) and Section 803.21 of the Commission's Pre-Merger Notification Rules (16 C.F.R. § 803.21). The enclosed materials contain competitively sensitive, non-public business information, including proprietary market

XI. Offer of Availability Calderwood & Harkness LLP and the parties remain available to discuss the proposed transaction with FTC staff at any time and to provide any additional information or analysis that may be helpful to the staff's review. We welcome the opportunity to meet with the reviewing staff to answer questions and to provide further context regarding the competitive dynamics of the relevant markets. Plea

XII. Closing We appreciate the staff's time and attention in reviewing this submission and the enclosed materials. The parties are confident that the market data and competitive analysis presented herein will confirm that the proposed acquisition of Cloudium Technologies plc by Solara Digital Infrastructure Fund VI LP does not raise competitive concerns and should be cleared expeditiously. Respectfully submitted, CAL