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 "Buyer") triggers a mandatory or voluntary notification obligation under Germany's foreign direct investment ("FDI") screening regime established by the Außenwirtschaftsgesetz ("AWG," the German Foreig

II. Background on the Transaction A. Parties

1. The Buyer Solara Digital Infrastructure Fund VI LP ("Fund VI") is a Delaware limited partnership formed for the purpose of making private equity investments in digital infrastructure and enterprise software businesses. Fund VI is the sixth flagship investing vehicle managed by Solara Digital Infrastructure LP ("Solara"), a Delaware-based private equity sponsor. Solara is headquartered at 1200 Market Street, Suite

2. The Target Cloudium Technologies plc ("Cloudium") is a public limited company incorporated under the laws of England and Wales (Company No. 09734521). Cloudium's ordinary shares are listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." Cloudium's registered office is located at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its United States headquarters are located at 600 Townsend St

3. The Merger Sub Stratos Merger Sub Inc. ("Merger Sub") is a Delaware corporation formed solely for the purpose of effecting the Transaction. Merger Sub was incorporated on January 8, 2024, with the Delaware Division of Corporations under File No. 7923841. Merger Sub is a wholly owned subsidiary of Fund VI. Merger Sub has not conducted, and will not conduct, any business operations other than those incidental to its

III. Overview of the German FDI Screening Regime A. Legal Framework Germany's foreign direct investment screening regime is established by two principal instruments of German trade and payments law: Primary Legislation — the Außenwirtschaftsgesetz ("AWG"). The AWG (the German Foreign Trade and Payments Act) provides the overarching statutory framework for the regulation of cross-border trade and payments, including t

1. Sector-Specific Screening (Section 60 AWV). The sector-specific screening track applies to acquisitions of German companies that operate in the defense and IT security sectors. This track applies to acquisitions by any non-German acquirer, including acquirers from other EU and EFTA Member States. A mandatory filing obligation is triggered when a non-German acquirer acquires 10% or more of the voting rights in a Ge

2. Cross-Sectoral Screening (Section 55 AWV). The cross-sectoral screening track applies to acquisitions of German companies across a broader range of sensitive sectors, but only where the acquirer is a non-EU/non-EFTA investor. The cross-sectoral screening track was originally narrower in scope but was significantly expanded by the 17th amendment to the AWV (effective May 1, 2021) and subsequent amendments. Under th

IV. Application of the AWV Screening Regime to Cloudium Solutions GmbH In this Part IV, we systematically analyze each of the relevant screening categories under both the sector-specific and cross-sectoral tracks to determine whether Cloudium Solutions GmbH's activities bring it within the scope of the AWV screening regime. For each category, we set forth the applicable legal standard, the relevant facts regarding Cl

1. Defense Goods Legal Standard. Section 60 AWV requires a mandatory notification where a non-German acquirer acquires 10% or more of the voting rights in a German company that manufactures, develops, or modifies war weapons within the meaning of the Kriegswaffenkontrollgesetz (KrWaffKontrG) or defense goods listed in Part I, Section A of the Außenwirtschaftsliste (AL). This category encompasses manufacturers of mili

2. IT Security Products Legal Standard. Section 60 AWV also captures German companies that develop or produce IT security products, including: (i) cryptographic systems and components designed for the protection of classified government information; (ii) IT components certified by the BSI for the processing of classified information; and (iii) products and systems specifically designed to protect information systems

3. Classified Government Contracts Legal Standard. Section 60 AWV further applies to German companies that hold or have held within the past five years classified government contracts (Verschlusssachenaufträge) or that have been granted access to classified information (Verschlusssachen) by German federal or state authorities. Classified information in the German system is categorized into four levels: VS-NUR FÜR DEN

4. Overall Sector-Specific Screening Conclusion Based on the foregoing analysis, none of the sector-specific screening provisions of Section 60 AWV are triggered by the indirect acquisition of Cloudium Solutions GmbH. No mandatory notification under the sector-specific track is required. B. Cross-Sectoral Screening (Section 55 AWV) — Sensitive Sectors Analysis We now turn to the cross-sectoral screening provisions of

1. Critical Infrastructure Operator Legal Standard. The AWV subjects to screening acquisitions of German companies that are operators of critical infrastructure within the meaning of the BSI-Kritisverordnung (BSI-KritisV). The BSI-KritisV defines critical infrastructure by reference to specific sectors — energy, water, food, information technology and telecommunications, health, finance, and transport — and specifies

2. Cloud Computing Services Legal Standard. The 17th amendment to the AWV (effective May 1, 2021) added cloud computing service providers to the list of sensitive sectors subject to cross-sectoral screening. This provision targets entities that themselves operate cloud computing infrastructure or provide cloud computing services in Germany. The provision is particularly focused on cloud computing providers that serve

3. Software for Critical Infrastructure Legal Standard. The AWV covers entities that develop software specifically designed for the operation of facilities or systems constituting critical infrastructure within the meaning of the BSI-KritisV. This provision targets developers of operational technology (OT) software, supervisory control and data acquisition (SCADA) systems, industrial control systems (ICS), and other

4. Telecommunications. Legal Standard. The AWV covers entities that operate public telecommunications networks in Germany, provide publicly available telecommunications services, or manufacture and develop telecommunications network equipment and components. This provision is directed at traditional telecommunications operators (e.g., fixed-line and mobile network operators), telecommunications service providers, and

5. Artificial intelligence Legal Standard. The AWV covers entities that develop or have developed artificial intelligence for specified sensitive applications, including AI systems used for cybersecurity purposes, surveillance, autonomous systems with potential military applications, and AI for the operation of critical infrastructure. Application to Cloudium Germany. Cloudium Solutions GmbH does not develop artifici

6. Data Processing / High-Value Data Legal Standard. The AWV covers operators of data processing facilities (Rechenzentren) in Germany that exceed specified capacity or significance thresholds, as well as entities that process large volumes of personal data or other high-value data in Germany. This provision is directed at companies that operate physical or virtual data center infrastructure in Germany at a significa

7. Semiconductor / IT Components Legal Standard. The AWV covers entities that design, manufacture, or develop semiconductors, semiconductor manufacturing equipment, or IT hardware components of specified categories. This provision was expanded in recent amendments to reflect the strategic importance of the semiconductor supply chain. Application to Cloudium Germany. Cloudium Solutions GmbH is a software sales entity

8. Media. Legal Standard. The AWV covers media companies that publish or broadcast editorial content to audiences in Germany, subject to specified quantitative audience thresholds. This provision reflects Germany's interest in protecting media plurality and preventing foreign influence over the domestic information environment. Application to Cloudium Germany. Cloudium Solutions GmbH is not a media company. It does n

9. Healthcare / Pharmaceuticals / Food Supply / Agriculture Legal Standard. The AWV covers entities that develop, manufacture, or distribute pharmaceuticals, vaccines, medical devices, personal protective equipment, or diagnostic products of certain categories and significance. It also covers entities operating in the agricultural or food supply chain at a scale relevant to Germany's food security. These provisions w

10. Government Contracts and Classified Information Access Legal Standard. Under the cross-sectoral screening provisions, as under the sector-specific provisions, companies that hold classified government contracts or that have access to classified information are subject to screening. This cross-sectoral provision extends the scope beyond the defense and IT security contexts covered by Section 60, capturing any Germ

11. Overall Cross-Sectoral Screening Conclusion Based on the foregoing sector-by-sector analysis, none of the cross-sectoral screening provisions of Section 55 AWV are triggered by the indirect acquisition of Cloudium Solutions GmbH. Cloudium Germany does not operate in any of the sensitive sectors enumerated in the AWV. No mandatory or conditionally mandatory notification under the cross-sectoral track is required.

V. Analysis of Whether a Voluntary Filing Is Advisable Even in circumstances where no mandatory filing obligation exists, the AWV provides the BMWK with the authority to open an ex officio review (Prüfverfahren von Amts wegen) of any cross-sectoral acquisition by a non-EU/non-EFTA acquirer within a period of five years following closing, provided that the applicable voting-rights threshold is met. This ex officio rev

VI. Interaction with Other Regulatory Filings The Transaction gives rise to multiple regulatory filing obligations and considerations across multiple jurisdictions. This memorandum addresses solely the German FDI screening analysis under the AWG/AWV. For completeness and to ensure coordination among the various workstreams, we summarize below the other regulatory filings and analyses being conducted in connection wit

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

1. No mandatory notification under either the sector-specific screening provisions (Section 60 AWV) or the cross-sectoral screening provisions (Section 55 AWV) of the German FDI screening regime is triggered by the indirect acquisition of Cloudium Solutions GmbH resulting from the Transaction. Cloudium Germany does not operate in any sector classified as sensitive under the AWV, does not develop or manufacture defens

2. No voluntary filing with the BMWK is recommended. The risk of an ex officio review by the BMWK is negligible given Cloudium Germany's profile as a commercial sales and customer-success subsidiary with no sensitive-sector activities. The cost and delay of a voluntary filing (estimated at two to four months of processing time and €25,000–€50,000 in preparation costs) are not warranted.

3. The parties may proceed with the Transaction without a German FDI filing. The absence of a German FDI filing requirement should be reflected in the regulatory conditions provisions of the merger agreement, and the German FDI workstream should be marked as complete in the deal team's regulatory tracker.

4. Monitoring and Reassessment. If the business activities of Cloudium Solutions GmbH change materially prior to signing or closing — for example, if Cloudium Germany enters into contracts with the Bundeswehr, BND, BSI, or other security-sensitive German government agencies; begins developing IT security products or AI capabilities; commences the operation of data centers or cloud infrastructure in Germany; or otherw

VIII. Limitations and Qualifications This memorandum is subject to the following limitations and qualifications:

1. Currency of Legal Analysis. This memorandum is based on the AWG and AWV as in effect as of December 8, 2023, as well as applicable guidance materials and enforcement practice of the BMWK as of the same date. The German FDI screening regime has been subject to frequent and significant legislative amendments in recent years, and additional amendments may be adopted prior to the anticipated closing of the Transaction

2. Factual Basis. Our analysis is based on the due diligence materials reviewed through the date hereof, including the virtual data room materials accessible via Thackeray Solutions (Project Stratos data room, opened September 18, 2023), management presentations, and information provided by Ridgeway Phelps & Sato LLP (target's counsel). The lead contacts at Ridgeway Phelps & Sato LLP are Catherine Answorth (Lead Part