Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze whether the proposed acquisition of Cloudium Technologies plc ("Cloudium" or the "Target") by Solara Digital Infrastructure Fund VI LP ("Fund VI" or the "Acquirer") triggers a mandatory pre-notification filing obligation under the EU Merger Regulation, Council Regulation (EC) No 139/2004 (the "EUMR"). This analysis has been prepared at the request of t

II. Transaction Overview A. The Buyer The proposed acquirer is Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership with a 2022 vintage year and approximately $12.4 billion in committed capital. Fund VI is investing through its wholly owned subsidiary, Stratos Merger Sub Inc., a Delaware corporation incorporated on January 8, 2024, formed as a special-purpose acquisition vehicle for the proposed t

III. Applicable Legal Framework — EU Merger Regulation A. Overview of the EUMR Council Regulation (EC) No 139/2004 of 20 January 2004 on the control of concentrations between undertakings — the EU Merger Regulation — establishes a mandatory, suspensory pre-notification regime for mergers, acquisitions, and joint ventures that have a "Community dimension." The Regulation constitutes the primary instrument of EU merger

Article 1(2) of the EUMR establishes the primary jurisdictional test for determining whether a concentration has a Community dimension. Under Article 1(2), a concentration has a Community dimension where all three of the following cumulative conditions are satisfied:

1. The combined aggregate worldwide turnover of all the undertakings concerned exceeds €5,000,000,000 (five billion euros);

2. The aggregate Community-wide turnover of each of at least two of the undertakings concerned exceeds €250,000,000 (two hundred and fifty million euros); and

3. Unless each of the undertakings concerned achieves more than two-thirds of its aggregate Community-wide turnover within one and the same Member State (the "two-thirds rule"). The three conditions are cumulative. If any one of the three conditions is not satisfied, the concentration does not have a Community dimension under Article 1(2), and it is necessary to proceed to the alternative test under Article 1(3). The

1. The combined aggregate worldwide turnover of all the undertakings concerned exceeds €2,500,000,000 (two billion five hundred million euros);

2. In each of at least three Member States, the combined aggregate turnover of all the undertakings concerned exceeds €100,000,000 (one hundred million euros);

3. In each of at least three of those Member States identified in condition (2), the aggregate turnover of each of at least two of the undertakings concerned exceeds €25,000,000 (twenty-five million euros);

4. The aggregate Community-wide turnover of each of at least two of the undertakings concerned exceeds €100,000,000 (one hundred million euros); and

5. Unless each of the undertakings concerned achieves more than two-thirds of its aggregate Community-wide turnover within one and the same Member State (the two-thirds rule, applied in the same manner as under Article 1(2)). As with Article 1(2), these conditions are cumulative. If any one of the five conditions is not met, the concentration does not have a Community dimension under Article 1(3), and no EUMR filing

IV. Turnover Calculation — Cloudium Technologies plc A. Cloudium Worldwide Turnover For purposes of the EUMR turnover analysis, the relevant turnover figure is the net turnover derived from the sale of products and the provision of services by the undertaking concerned during the last completed financial year, calculated in accordance with Article 5(1) of the EUMR and the Consolidated Jurisdictional Notice. Cloudium'

V. Turnover Calculation — Solara / Fund VI (Acquirer Group) A. Applicable Undertaking for Turnover Purposes The identification of the relevant "undertaking concerned" on the buyer side requires careful application of the rules set forth in the EUMR and the Consolidated Jurisdictional Notice, particularly as they apply to acquisitions by private equity funds. Under the Commission's established practice, as set forth i

VI. Application of Article 1(2) Thresholds A. Combined Aggregate Worldwide Turnover — €5 Billion Test The first condition of the Article 1(2) test requires that the combined aggregate worldwide turnover of all undertakings concerned exceed €5,000,000,000. The combined worldwide turnover of the undertakings concerned is calculated as follows: The combined worldwide turnover of the undertakings concerned is approximate

VII. Application of Article 1(3) Thresholds A. Combined Aggregate Worldwide Turnover — €2.5 Billion Test The first condition of the Article 1(3) alternative test requires that the combined aggregate worldwide turnover of all undertakings concerned exceed €2,500,000,000. As calculated above, the combined worldwide turnover is approximately €2,286,000,000 to €2,686,000,000. This result is marginal. At the lower end of

VIII. Consideration of Article 22 Referral Risk A. Background — Post-*Marlowe Group/GRAIL* Enforcement Guidance In March 2021, the European Commission issued guidance indicating that it would accept and encourage referral requests from Member State national competition authorities under Article 22 of the EUMR, even in cases where the referring Member State's own national merger control thresholds are not met. This re

IX. Consideration of Other EU Filing Obligations In addition to the EUMR analysis, we provide a brief assessment of whether individual EU Member State merger control filings may be required. A detailed analysis of each relevant national regime is beyond the scope of this memorandum, but we note the following key points: A. Germany (GWB / Bundeskartellamt) The German merger control regime under the GWB applies where t

X. Conclusion and Recommendation Based on the foregoing analysis, we reach the following conclusions:

1. The proposed acquisition of Cloudium Technologies plc by Solara Digital Infrastructure Fund VI LP does not have a Community dimension under either Article 1(2) or Article 1(3) of the EU Merger Regulation (Council Regulation (EC) No 139/2004).

2. No EU merger filing with the European Commission is required.

3. The primary reasons for this conclusion are as follows: (a) The combined aggregate worldwide turnover of all undertakings concerned (approximately €2.3 billion to €2.7 billion) falls below the €5 billion threshold required under Article 1(2), and the primary jurisdictional test fails on its first criterion alone. (b) Neither Cloudium (approximately €95 million to €115 million in EU-wide turnover) nor Fund VI (appr

4. The risk of an Article 22 referral by an EU Member State national competition authority is assessed as low, but should be monitored during the period between announcement and closing. No affirmative action is required at this time.

5. Individual EU Member State merger control filings are assessed as unlikely required, subject to final confirmation of Fund VI's German turnover figures. The German filing analysis is addressed in a companion memorandum.

6. No further action is recommended at this time with respect to the EU Merger Regulation or EU-level merger control. The deal team should ensure that the regulatory conditions precedent in the definitive merger agreement do not include an EU merger control condition, as no such filing is required.

XI. Assumptions and Qualifications This analysis is subject to the following assumptions and qualifications, which should be noted by the deal team:

1. Turnover Data Sources. This analysis is based on turnover estimates derived from (a) Cloudium's publicly filed financial statements, including its Annual Report on Form 20-F for the fiscal year ended September 30, 2023, and the statutory accounts of Cloudium Solutions GmbH; (b) data room materials reviewed as of the date of this memorandum, including the management-prepared geographic revenue breakdown; and (c) in

2. Estimates Subject to Refinement. The EU turnover figures for Cloudium are estimated based on geographic revenue disclosures that are not fully disaggregated by individual EU Member State in the publicly available financial statements. These estimates may be refined as more granular geographic revenue data becomes available during the ongoing due diligence process, including through management responses to the regu

3. Fund VI Portfolio Turnover Not Independently Verified. The Fund VI portfolio company turnover figures are based on a summary provided by Solara and have not been independently verified by Calderwood & Harkness or its advisors. We recommend that these figures be confirmed with the client's finance team and, to the extent possible, reconciled against audited financial statements of the relevant portfolio companies.

4. Exchange Rates. The following exchange rates have been used in this analysis: $1.09 per €1.00 and $1.25 per £1.00 (i.e., approximately £1.00 = €1.15). These rates are consistent with the exchange rates used in other deal workstreams and are broadly in line with the average exchange rates during the relevant fiscal year. Material fluctuations in exchange rates could affect the turnover calculations, although the ma

5. Interim Acquisitions. If Fund VI acquires additional portfolio companies with significant EU revenue prior to signing or closing, the turnover attributable to the acquirer group would increase, and this analysis should be updated accordingly. We understand from the client that no such acquisition is currently contemplated, but the deal team should confirm this with Solara on an ongoing basis.

6. Scope Limitations. This memorandum addresses solely the question of whether the proposed transaction triggers a mandatory filing obligation under the EU Merger Regulation. It does not address the following regulatory obligations, each of which is the subject of a separate memorandum or analysis: • United Kingdom Competition and Markets Authority ("CMA") merger filing (addressed separately); • Hart-Scott-Rodino Ant

7. No Legal Advice to Third Parties. This memorandum constitutes legal advice to our client and is protected by the attorney-client privilege and the work product doctrine. It does not constitute legal advice to any third party, including Cloudium, its board of directors, or its shareholders. Please do not hesitate to contact me or my team with any questions regarding this analysis or to discuss any of the issues rai