Contract analysis

I. Executive Summary This memorandum analyzes 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) a mandatory notification to the Competition Commission of India (the "CCI") under the Competition Act, 2002, as amended (the "Competition Act"), and the Competition Commission of India (Procedure

II. Transaction Background A. Transaction Overview Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership formed in 2022 with approximately $12.4 billion in committed capital, proposes to acquire Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) and listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." The

III. Competition Commission of India (CCI) Analysis A. Legal Framework — Competition Act, 2002 India's competition law regime is principally governed by the Competition Act, 2002, which established the Competition Commission of India as the country's competition regulator. Sections 5 and 6 of the Competition Act govern "combinations" — a term that encompasses mergers, acquisitions, and amalgamations of enterprises —

Section 5 of the Competition Act defines the circumstances under which a transaction constitutes a "combination" by reference to a series of quantitative thresholds based on the assets and turnover of the parties to the transaction, both within India and globally. These thresholds are structured to capture only those transactions that involve enterprises of sufficient economic significance within India to warrant rev

Section 6(2) of the Competition Act provides that no person or enterprise shall enter into a combination that causes or is likely to cause an appreciable adverse effect on competition within the relevant market in India, and further provides that any person or enterprise proposing to enter into a combination must give notice to the CCI in the form and manner prescribed by the CCI's regulations within the prescribed t

Section 5 of the Competition Act establishes three sets of thresholds, any one of which, if met, would render the proposed transaction a notifiable "combination." The applicable threshold figures set forth below reflect the most recent amendments as notified by the Ministry of Corporate Affairs in 2023. We analyze each set of thresholds in turn.

1. Enterprise-Level Thresholds (Target — Cloudium India). Under Section 5(a) of the Competition Act, a transaction constitutes a combination if the enterprise being acquired (or the enterprise over which control is being acquired) has either: (a) assets in India exceeding INR 2,500 crore (approximately $300 million at current exchange rates); or (b) turnover in India exceeding INR 7,500 crore (approximately $900 mill

2. Group-Level Thresholds (Cloudium Group / Tarvex Group). Under Section 5(b) of the Competition Act, a transaction may also constitute a combination if the "group" to which the target enterprise belongs satisfies certain higher thresholds. The group-level thresholds have both an India-specific component and a combined worldwide-plus-India component. India-Specific Group Thresholds: (a) Group assets in India exceedin

Section 5 also prescribes an alternative set of group-level thresholds that combine a worldwide component with an India-specific component. Both the worldwide prong and the India-specific prong must be satisfied simultaneously for these thresholds to be triggered: (a) Group assets worldwide exceeding $750 million (or equivalent in INR) AND assets in India exceeding INR 2,500 crore; or (b) Group turnover worldwide exc

3. Acquirer-Side Thresholds. The same threshold structure set forth above — encompassing both enterprise-level and group-level thresholds, with India-specific and combined worldwide-plus-India components — applies to the acquiring group. Under Section 5(c) of the Competition Act, a transaction constitutes a combination if the acquirer (or the group to which the acquirer belongs), taken together with the target, satis

1. Enterprise-level thresholds not met. Cloudium India's assets and turnover in India fall below all applicable enterprise-level thresholds under Section 5(a) of the Competition Act.

2. Group-level thresholds not met. The Cloudium group's total assets and turnover in India (attributable solely to Cloudium India) fall below the group-level India-specific thresholds, and while the worldwide component of the combined worldwide-plus-India thresholds may be satisfied, the India-specific component is not, and both must be met simultaneously.

3. Acquirer-side thresholds not met. Solara and Fund VI have no operations, assets, or turnover in India, and accordingly the acquirer-side India-specific thresholds are not satisfied under any formulation.

4. De minimis target exemption independently available. Even if the primary thresholds were otherwise met, the transaction would qualify for the de minimis target exemption under the Ministry of Corporate Affairs' 2017 notification, as Cloudium India's turnover in India is below INR 1,000 crore. No action is required with respect to the CCI in connection with the closing of this transaction.

IV. Indian FDI Analysis A. Legal Framework India's foreign direct investment regime is governed by a multi-layered framework consisting of (i) the Foreign Exchange Management Act, 1999 ("FEMA"), the principal statute governing foreign exchange transactions in India; (ii) the Foreign Exchange Management (Non-debt Instruments) Rules, 2019 (the "NDI Rules"), issued under FEMA, which set out the detailed rules applicable

1. Sectoral route — automatic. The information technology and software sector, in which Cloudium India operates, permits 100% FDI under the automatic route, with no sectoral cap and no requirement for prior government approval.

2. Downstream investment — compliant. The downstream change of control of Cloudium India is permissible under the Consolidated FDI Policy and the NDI Rules, as the applicable sectoral conditions (100% automatic route) are satisfied.

3. Press Note 3 — not triggered. Based on representations from Solara, neither Fund VI nor its beneficial owners are situated in or citizens of any country sharing a land border with India, and accordingly the Press Note 3 restrictions do not apply.

4. Post-closing reporting obligations. Certain post-closing reporting obligations to the RBI (including FLA returns, beneficial ownership updates, and applicable Form FC-TRS filings) will need to be completed in the ordinary course. These are administrative compliance obligations and do not constitute conditions to or impediments to closing.

V. Interaction with Other Regulatory Workstreams For completeness, we note that separate memoranda prepared by other members of the Calderwood & Harkness deal team and by co-counsel address the following parallel regulatory analyses applicable to the proposed transaction. None of these parallel regulatory matters affects the conclusions reached in this memorandum with respect to Indian CCI and FDI requirements: • Har

VI. Recommendations and Next Steps Based on the analysis set forth in this memorandum, we recommend the following actions:

1. No CCI filing required. No action is needed with respect to the Competition Commission of India. The transaction does not constitute a notifiable "combination" under any applicable threshold, and the de minimis target exemption provides an independent and additional basis for exemption. No CCI filing should be included in the regulatory conditions to closing in the definitive merger agreement.

2. No FDI approval required. No pre-closing application to DPIIT, the RBI, or any other Indian governmental authority is necessary. The downstream change of control of Cloudium India resulting from the merger is fully permissible under the automatic route, and no FDI-related condition to closing should be included in the definitive merger agreement with respect to India.

3. Post-closing RBI reporting. Following the closing of the transaction, Cloudium India will be required to file certain reports with the RBI, including the annual FLA return, beneficial ownership updates with the Registrar of Companies, and applicable Form FC-TRS or equivalent filings reflecting the indirect change in ownership. We recommend coordinating with Cloudium India's local Indian counsel to ensure that thes

4. Confirm beneficial ownership of Fund VI LP interests. We recommend that the deal team request a final written confirmation from Solara — in the form of a formal representation or officer's certificate, to be delivered prior to the signing of the definitive merger agreement — confirming that no limited partners of Fund VI are entities situated in, or citizens of, any country sharing a land border with India (China,

5. Update Regulatory Conditions Tracker. India (CCI and FDI) should be marked as "No Filing Required" on the internal regulatory conditions tracker maintained for Matter No. 1041-00003. The tracker should also note the post-closing RBI reporting obligations as a compliance item for the integration workstream.

VII. Limitations and Qualifications This memorandum is subject to the following limitations and qualifications: Currency of law. This memorandum is based on Indian law, regulations, and FDI policy as in effect on December 10, 2023. The Indian regulatory framework — including the CCI's filing thresholds, the Consolidated FDI Policy, the NDI Rules, and the press notes issued by DPIIT — is subject to amendment and revis