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"), an investment fund managed by Solara Digital Infrastructure LP ("Solara"), triggers a mandatory pre-closing notification obligation under the European Union's Foreign Subsidies Regulation

II. Background A. Transaction Overview Solara Digital Infrastructure LP, a Delaware limited partnership with its principal office at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801 (the "Sponsor"), is a technology-focused private equity firm that invests through a series of limited partnership investment vehicles. Through its current investing fund, Solara Digital Infrastructure Fund VI LP, a Delaware limi

III. Overview of the Foreign Subsidies Regulation A. Legislative Background Regulation (EU) 2023/1315 of the European Parliament and of the Council of 14 December 2022 on foreign subsidies distorting the internal market — commonly referred to as the Foreign Subsidies Regulation or the "FSR" — represents a significant expansion of the European Union's regulatory toolkit for addressing competitive distortions within th

Article 21 of the FSR establishes a mandatory pre-closing notification obligation for "concentrations" where two cumulative jurisdictional thresholds are met. A "concentration" for purposes of the FSR is defined by reference to the concept of a concentration under the EUMR (Regulation (EC) No 139/2004, Article 3). This includes, among other things, the acquisition of sole or joint control over an undertaking through

Article 3 of the FSR defines "financial contribution" in deliberately broad terms, encompassing a wide range of economic benefits conferred by or attributable to a third country. The definition includes, but is not limited to, the following categories: (a) Direct transfers of funds or potential direct transfers of funds, including grants, loans, loan guarantees, capital injections, and debt forgiveness. (b) Revenue f

IV. Analysis of Threshold 1: EU Turnover ≥ €500 Million A. Identification of Relevant Undertakings In order to assess whether Threshold 1 is met, it is necessary first to identify the relevant undertakings whose EU turnover must be taken into account. Under the FSR, the relevant undertakings are those "concerned" by the concentration, which follows the same methodology as the EUMR. For an acquisition of sole control,

V. Analysis of Threshold 2: Financial Contributions from Third Countries ≥ €50 Million A. Relevant Third Countries The second jurisdictional threshold under the FSR requires that the combined aggregate financial contributions received from third countries by all undertakings concerned exceed €50 million over the three fiscal years preceding notification. As discussed in Section III.C above, a "third country" is any c

1. United States. Cloudium's US headquarters in San Francisco houses a significant portion of its executive leadership, sales and marketing, and product development functions. The key categories of US financial contributions identified are as follows: (a) Federal R&D tax credits (IRC § 41). Cloudium has claimed federal research and development tax credits under Section 41 of the Internal Revenue Code in each of the r

2. United Kingdom. Cloudium Technologies UK Ltd. is Cloudium's largest subsidiary outside the United States, with approximately 1,200 employees and annual revenue of approximately £312,000,000. As noted above, the United Kingdom is a "third country" for purposes of the FSR, and UK government financial contributions must be assessed. (a) UK R&D tax relief (RDEC regime). Cloudium Technologies UK Ltd. has made claims un

3. India. Cloudium Technologies India Pvt. Ltd. operates a substantial engineering and customer support center in Bangalore, Karnataka, with approximately 2,400 employees. India offers various tax incentive programs for technology companies, and we have assessed whether Cloudium India has benefited from any such programs. (a) Special Economic Zone ("SEZ") and Software Technology Parks of India ("STPI") benefits. Base

4. Cloudium Group — Combined Third-Country Financial Contributions. Aggregating the financial contributions from each third country, we arrive at the following estimates for the Cloudium group: D. Combined Financial Contributions Assessment Combining the financial contributions of the Solara group and the Cloudium group yields the following: On a range basis, the combined financial contributions fall between approxim

VI. Additional Considerations A. Ex Officio Review Powers (Article 9) Even where a transaction does not meet the mandatory notification thresholds under Article 21 of the FSR, the European Commission retains broad investigative powers under Article 9 to examine foreign subsidies on its own initiative (ex officio). Under this provision, the Commission may initiate an investigation where it has indications that an unde

VII. Conclusion and Recommendation Based on the foregoing analysis, our conclusions are as follows:

1. The FSR concentration notification is not triggered for the proposed acquisition of Cloudium Technologies plc by Solara Digital Infrastructure Fund VI LP. The mandatory notification obligation under Article 21 of the FSR requires both jurisdictional thresholds to be satisfied simultaneously, and Threshold 2 is not met.

2. Threshold 1 (€500 million EU turnover) may be marginally met depending on the precise combined EU turnover figures for the Solara group and the Cloudium group. The combined EU turnover range of approximately €475 million to €585 million straddles the threshold. We have not undertaken the detailed quantification exercise that would be necessary to resolve this ambiguity, as the Threshold 1 analysis is ultimately mo

3. Threshold 2 (€50 million third-country financial contributions) is not met. The combined refined estimate of aggregate third-country financial contributions received by the Solara group and the Cloudium group over the prior three fiscal years is approximately €35 million, which is well below the €50 million threshold. Even under the most conservative range assumptions, the upper bound of approximately €51 million

4. No FSR filing is required, and no standstill obligation applies under the FSR in connection with this Transaction.

5. The risk of an ex officio investigation by the European Commission under Article 9 of the FSR is assessed as low, given the nature of the parties, the character of the identified financial contributions, and the absence of any political or competitive sensitivities.

6. No further action is needed on this workstream. We do not recommend any proactive engagement with the European Commission on FSR matters in connection with this Transaction.

7. This conclusion should be revisited if material new information emerges regarding third-country financial contributions received by either party — for example, if new government grants, subsidized financing, or other financial contributions come to light during the continued due diligence process or in the period between signing and closing.

VIII. Limitations and Qualifications This analysis is subject to the following limitations and qualifications, which should be noted and understood by all recipients of this memorandum:

1. Information cut-off date. This analysis is based on information available as of December 3, 2023, including data room materials reviewed through November 30, 2023, and representations received from Solara management (Marcus Elliston and Priya Narasimhan). The analysis does not reflect any developments occurring after this date.

2. Reliance on management representations and estimates. The financial contribution estimates set forth in this memorandum rely in part on management representations from Solara and on publicly available financial data for Cloudium. We have not independently verified the accuracy or completeness of these representations or data. Actual figures may vary upon completion of a more detailed quantification exercise compar

3. Limited enforcement precedent. The FSR is a new regulation that became applicable for concentrations on October 12, 2023. As of the date of this memorandum, the European Commission has not published any formal decisions under the FSR concentration notification regime, and the body of interpretive guidance remains limited. The Commission's approach to defining the scope of reportable financial contributions, the me

4. Scope of analysis. This memorandum addresses solely the question of whether the proposed Transaction triggers a mandatory notification obligation under the FSR's concentration notification regime. It does not constitute advice on the substantive assessment of whether any identified financial contributions constitute "foreign subsidies" within the meaning of Article 3(1) of the FSR, or on whether any such foreign s

5. Currency conversion. Where financial figures have been converted between currencies for purposes of this analysis, we have used approximate exchange rates prevailing during the relevant fiscal periods. Precise exchange rates have not been applied on a transaction-by-transaction basis, and minor variations in conversion rates would not materially affect our conclusions.

6. No legal opinion. This memorandum sets forth our legal analysis and recommendations based on the facts and circumstances described herein. It does not constitute a formal legal opinion, and its conclusions are subject to the limitations and qualifications described above. • We are available to discuss this analysis at your convenience. Please do not hesitate to contact me if you have any questions or if additional