Contract analysis

I. INTRODUCTORY NOTICE AND PURPOSE A. Caption and Transaction Reference This Notice of Appraisal Rights Available to Former Stockholders of Cloudium Technologies plc Pursuant to Section 262 of the Delaware General Corporation Law is provided in connection with the consummation of the transactions contemplated by the Merger Agreement. Under the Merger Agreement, Merger Sub merged with and into the Company, with the Co

II. SUMMARY OF MERGER TRANSACTION A. Parties to the Merger

1. The Company Cloudium Technologies plc is a public limited company incorporated under the laws of England and Wales, with registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and U.S. headquarters at 600 Townsend Street, Suite 800, San Francisco, CA 94103. Prior to the Effective Time, the Company's common stock was listed on the Nasdaq Global Select Market under the symbol "CLDM." As of the dat

2. Merger Sub Stratos Merger Sub Inc. is a Delaware corporation formed solely for the purpose of effecting the Merger. Merger Sub was incorporated on January 8, 2024 and assigned Delaware File No. 7923841. Its sole stockholder was Parent.

3. Parent. Solara Digital Infrastructure Fund VI LP is a Delaware limited partnership. Its general partner is Solara Fund VI GP LLC, a Delaware limited liability company. Parent is an investing vehicle of Solara Digital Infrastructure LP, a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, DE 19801. B. Structure of the Merger and Consideration The Merger was structured as a rev

III. FULL TEXT OF SECTION 262 OF THE DGCL Pursuant to Section 262 of the DGCL, the full text of Section 262 of the DGCL, as in effect as of the Effective Time, is reproduced in full in Annex A to this Notice. Former stockholders are urged to read Section 262 carefully and in its entirety.

Section 262 sets forth, among other things: • the circumstances under which appraisal rights are available in connection with mergers and consolidations; • the circumstances in which the so-called market-out exception applies and the circumstances in which it does not apply; • the notice requirements applicable to corporations and stockholders; • the requirements for making a valid written demand for appraisal; • the

IV. CONDITIONS FOR EXERCISING APPRAISAL RIGHTS A. Eligibility A former holder of record of shares of Company common stock is entitled to seek appraisal of the fair value of such holder's shares only if all applicable requirements of Section 262 of the DGCL are satisfied. In general, appraisal rights are available only to a holder of record who: 1. did not vote in favor of the adoption of the Merger Agreement at the s

V. PROCEDURES FOR DEMANDING APPRAISAL A. Written Demand Any stockholder seeking appraisal must deliver a written demand for appraisal to the surviving corporation before the later of: 1. the consummation of the Merger, which occurred at 11:59 p.m. Eastern Time on July 9, 2024; or 2. 20 days after the date of mailing of this Notice. This Notice is being mailed on July 10, 2024. Accordingly, the deadline for delivery o

VI. JUDICIAL PETITION AND COURT PROCEEDINGS A. Filing of Petition Within 120 days after the Effective Time, either the surviving corporation or any stockholder who has properly demanded appraisal and has not withdrawn that demand or otherwise lost appraisal rights may file a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all stockholders entitled to apprai

VII. CONSEQUENCES OF EXERCISING OR FAILING TO PERFECT APPRAISAL RIGHTS A. Consequences of Proper Exercise A stockholder who properly demands and perfects appraisal rights will not be entitled to receive the Merger Consideration of $36.92 per share unless and until one of the following occurs: • the stockholder withdraws the demand; • the stockholder otherwise fails to perfect or loses appraisal rights; or • the Court

VIII. ADDITIONAL INFORMATION A. Where to Obtain Additional Information A copy of Section 262 of the DGCL was previously attached as Annex D to the definitive proxy statement filed by the Company with the SEC on April 15, 2024. That proxy statement is available through the SEC's website at www.sec.gov. The full text of Section 262 of the DGCL is also reproduced as Annex A to this Notice. The Merger Agreement, includin

IX. IMPORTANT DATES SUMMARY TABLE

X. SIGNATURE BLOCK CLOUDIUM TECHNOLOGIES PLC (as the surviving corporation) By: ________ Name: Eleanor M. Vass Title: Authorized Officer Date: July 10, 2024 ANNEX A — FULL TEXT OF SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW The following is the text of Section 262 of the Delaware General Corporation Law, 8 Del. C. § 262, as in effect on the date of this Notice. 8 Del. C. § 262. Appraisal rights. (a) Any stock