Contract analysis

From: Elaine Forsythe <eforsythe@calderwoodharkness.com> To: Harrison Wexford <hwexford@calderwoodharkness.com> Cc: Tiffany Rosenthal <trosenthal@calderwoodharkness.com> Subject: Solara / Cloudium (Matter No. 1041-00003) — HSR Waiting Period Expired; CMA Timeline Update

Quick update on the regulatory workstreams for Solara / Cloudium. Good news on the U.S. side, and the UK remains on track.

The initial 30-day HSR waiting period expired today, March 11, 2024, without the issuance of a Second Request by either the FTC or the DOJ. As you will recall, the HSR Pre-Merger Notification was filed on February 9, 2024, on behalf of Solara Digital Infrastructure Fund VI LP in connection with the acquisition of Cloudium Technologies plc.

HSR clearance has now been obtained, and no further action is required under the HSR Act. The regulatory condition to closing under Section 7.1(a)(i) of the Merger Agreement is satisfied.

I will send a formal confirmation letter to Marcus Elliston and Priya Narasimhan at Solara separately today.

As an aside, I believe the voluntary submission of additional market data to FTC staff on February 20 — the cloud ERP and CRM competitive landscape materials — may have helped forestall a Second Request by addressing potential questions about market concentration early. That is necessarily speculative, but the approach seems to have been well received.

**B. UK CMA — Phase 1 Decision Expected Early April**

On the UK side, the CMA Merger Notice (CMA Case No. ME/7184/24) was submitted on February 12, 2024, in coordination with Fiona McAllister at Albright & Kerr LLP. The CMA issued a supplemental information request in late February, and the team responded on March 1, 2024, with additional data on overlapping product markets in UK cloud ERP.

Based on Fiona's latest discussions with the CMA case team, we now expect the Phase 1 decision in early April 2024 — approximately three to four weeks from today. As of now, there is no indication of material competition concerns or any likelihood of a Phase 2 referral. The case team's questions have focused on market definition rather than substantive competitive overlap, which is encouraging.

Naturally, the CMA's review centers on Cloudium Technologies UK Ltd. (Company No. 11287456), which reported revenue of approximately £312 million (~$390 million at $1.25/£) for FYE September 30, 2023, and employs approximately 1,200 people across its London and Manchester offices. Fiona will continue to liaise directly with the CMA case team and will flag any developments immediately. We remain confident that uncondi

No other regulatory filings are outstanding. As documented in prior memos, CFIUS voluntary notice was assessed and determined unnecessary (no TID U.S. business); no EU filing is required (EU turnover thresholds not met); and German FDI (AWV) and Indian CCI filings are likewise not required. See the CFIUS assessment memo (November 30, 2023), EU Merger Regulation analysis (December 3, 2023), German FDI/AWV analysis (De

The internal regulatory conditions tracker has been updated today to reflect HSR clearance.

With HSR cleared and CMA clearance expected in early April, the regulatory path to closing looks well on track relative to the scheduled outside date of June 30, 2024. Worth keeping in mind that the Term Loan B ticking fee of 0.25% per annum on undrawn commitments commences 90 days post-signing — i.e., April 22, 2024 — so timely CMA clearance remains desirable from a cost perspective as well.

Happy to join any client call to walk through the regulatory status. I am available at the DC office or by phone.

Elaine Forsythe Partner, Antitrust & Competition Calderwood & Harkness LLP 1601 K Street NW, Washington, DC 20006 T: +1 (202) 555-4738 eforsythe@calderwoodharkness.com