Contract analysis

From: Tiffany Rosenthal <trosenthal@calderwoodharkness.com> To: Andrew Fitzpatrick <afitzpatrick@calderwoodharkness.com> Cc: Harrison Wexford <hwexford@calderwoodharkness.com> Date: Tue, 25 Jun 2024 09:17:00 -0000 Subject: Cloudium / Solara — Closing Workstream Assignments [Matter No. 1041-00003]

Quick download on where we are and what I need you to pick up for closing.

As you know, the original outside date under the Merger Agreement was June 30, but the final regulatory condition (EU foreign subsidies screen) wasn't confirmed until July 2, and the parties have agreed to close on **July 9, 2024**. All substantive closing conditions are now satisfied or firmly on track — HSR cleared March 11, CMA Phase 1 unconditional clearance came through April 3, stockholder approval was obtained

Pre-closing deliverables exchange is targeted for **July 8**, which means most items need to be in **final, execution-ready form by end of day July 5** at the latest. The Master Closing Checklist on the shared matter drive (1041-00003 > Closing > Master Checklist v.14) is our governing tracker — please update status fields in real time as you work through your items so Harrison and I always have current visibility.

Here's the breakdown of your workstreams:

Finalize the execution version of the Certificate of Merger for filing with the Delaware Secretary of State. Effective time is **11:59 PM ET on July 9, 2024**. Coordinate with Harrison on the authorized signatory for Stratos Merger Sub Inc. and Cloudium Technologies plc (as surviving corporation).

**2. Officer's Certificates (Closing Conditions)**

- **(a)** Officer's Certificate of Cloudium Technologies plc — bring-down of seller reps and covenant compliance. Send the form to **Catherine Answorth at Ridgeway Phelps & Sato** for execution by Cloudium. - **(b)** Officer's Certificate of Solara Digital Infrastructure Fund VI LP / Stratos Merger Sub Inc. (buyer/Merger Sub side) — coordinate with **Marcus Elliston** or **Priya Narasimhan** at Solara on signatory.

- **(a)** Secretary's Certificate of Cloudium (attaching certificate of incorporation, articles of association, board resolutions, and incumbency) — send form to Ridgeway Phelps for completion. - **(b)** Secretary's Certificate of Stratos Merger Sub Inc. (attaching certificate of incorporation, bylaws, board consent dated January 22, 2024, stockholder consent of Fund VI, and incumbency). - **(c)** Secretary's Certifi

Confirm receipt of good standing certificates from the Delaware Secretary of State for both **Stratos Merger Sub Inc.** (DE File No. 7923841) and **Solara Digital Infrastructure Fund VI LP** (EIN 87-4523190). These were ordered and are expected back by July 3. Flag immediately if there's any delay.

**5. Payoff of Existing Cloudium Indebtedness**

Follow up with **Atlas Commercial Lending Corp.** (300 Vesey Street, New York) on the payoff letter — we sent the request on June 28 and need the payoff letter confirming the **$820,000,000** payoff amount ($620M term loan + $200M drawn revolver under the credit agreement dated March 15, 2021). The payoff letter must include:

- Wire instructions - Per diem interest - Commitment to deliver UCC-3 termination statements and the full lien release package (covering all liens, mortgages, and IP security interests)

Once you have wire instructions, feed them to me immediately for inclusion in the funds flow memorandum.

**6. UCC-3 Termination Statements and Lien Releases**

Once the payoff letter is in hand from Atlas, prepare and arrange filing of UCC-3 financing statement amendments (terminations) in all applicable jurisdictions. Compile the lien release package and confirm that all security interests — including IP security interests — will be released at closing.

Coordinate with **Laura Ng at Cobalt Trust Company** (100 Wall Street, New York, NY 10005) on escrow funding logistics for the **$544,000,000** indemnity escrow deposit (8% of $6.8B deal value). I'm sending escrow funding instructions and wire details to Cobalt Trust by July 5 — you need to confirm receipt on their end and that the account is set up and ready to receive the wire on closing day.

Finalize the FIRPTA certificate (Section 1445/897) — certification that Cloudium Technologies plc (EIN 83-2196754) is not a United States real property holding corporation. Send the form to Ridgeway Phelps for execution by Cloudium.

Finalize the form of Solvency Certificate to be delivered at closing by the CFO of the surviving entity (**Sienna Whitfield**, unless Solara designates otherwise post-closing). Coordinate with **Richard Okamura** and **Vanessa Liu** at **Glenmore Thornton LLP** on the financial assumptions and backup supporting the solvency analysis after giving effect to the merger, the $3.74B Term Loan B draw, and the $820M existin

**10. Surviving Corporation Governance Documents**

- **(a)** Amended and Restated Certificate of Incorporation of the surviving corporation (Cloudium Technologies plc, post-merger) - **(b)** Bylaws of the surviving corporation - **(c)** Written consent of the initial board of directors appointing directors designated by Fund VI - **(d)** Written consent appointing post-closing officers

Coordinate with Solara (Marcus Elliston / Priya Narasimhan) on the slate of directors and officers.

**11. Letter of Transmittal / Exchange Agent Coordination**

Finalize the Letter of Transmittal (final version) for distribution by **Cascade Corporate Services Inc.** (6201 15th Avenue, Brooklyn, NY 11219) to former Cloudium stockholders. Send distribution instructions to Cascade by **July 8** — cover letter, mailing list, and exchange-agent procedures for the **$36.92 per share** cash merger consideration.

Prepare the dissent/appraisal rights notice under DGCL § 262 for distribution to stockholders who properly perfected appraisal rights. Targeted distribution date: **July 10, 2024**.

**My workstreams (flagging for your awareness so you know where the interdependencies are):**

**13. Funds Flow Memorandum** — I'm leading this. Draft will circulate July 1; final execution version targeted for July 8. For reference, the high-level sources and uses:

- *Sources:* Fund VI equity contribution ($2,832,888,096), Term Loan B draw ($3,740,000,000), rollover equity ($616,055,952 — Hargrove ~$142,814,544 + Pinnacle ~$473,241,408). - *Uses:* Cash merger consideration to non-rolling shareholders ($6,183,944,048), existing debt payoff to Atlas ($820,000,000), escrow deposit to Cobalt Trust ($544,000,000), estimated transaction expenses (~$185,000,000). - *Total funding requ

I need you to feed the Atlas payoff wire instructions and the Cobalt Trust escrow account details into the funds flow as soon as you have them.

**14. Credit Agreement and Loan Document Coordination** — I'm handling final coordination with **Graham Whitaker at Meridian Atlantic Bank, N.A.** and **Christine Novak at Winthrop & Hale LLP** on the execution version of the Credit Agreement (Cloudium as Borrower, Meridian Atlantic as Administrative Agent), the Guarantee and Collateral Agreement, and the Intercreditor Agreement — all to be executed at closing on Jul

**15. Closing Legal Opinions** — Harrison and I are finalizing the three closing opinions: (a) enforceability opinion to Meridian Atlantic on the Credit Agreement and loan documents; (b) enforceability opinion to Cobalt Trust on the Escrow Agreement; and (c) Delaware law opinion to Cloudium on buyer's/Merger Sub's due authorization, valid existence, and enforceability under the Merger Agreement. **I need you to coord

**16. R&W Insurance No-Claims Declaration** — I'm coordinating with **Northfield Assurance Ltd.** (Policy No. NFA-TRI-2024-00487) and **Timothy Gallagher at Peregrine Advisory Group LLC** on the no-claims declaration to be signed by Solara at closing. If you become aware of *anything* that could affect the no-claims declaration or trigger the known-loss exclusion, flag it to me immediately.

- **Ridgeway Phelps & Sato LLP:** Your primary contact for target-side closing deliverables is **Catherine Answorth** (New York). For any UK-side corporate documents relating to Cloudium Technologies UK Ltd. (Company No. 11287456), reach out to **Alistair Fenn** (London). - **Solara Client Team:** Marcus Elliston and Priya Narasimhan. Please copy me on all client communications and copy Harrison on anything substanti

| Date | Milestone | |---|---| | **July 1** | Draft funds flow memo circulated (Tiffany) | | **July 3** | Good standing certificates expected back from DE SOS | | **July 5** | Payoff letter from Atlas due; escrow funding instructions to Cobalt Trust; all closing certificate forms in final form; opinion backup memo due | | **July 8** | Pre-closing deliverables exchanged; final funds flow memo; closing agenda distribut

Can you take a pass through the Master Closing Checklist today and flag any items where the status is unclear or where you need additional context from me? Happy to jump on a call later this afternoon to walk through the full list together — I should be free after 3:00.

It's going to be an intense two weeks, but we're in really good shape substantively. Appreciate your help getting everything buttoned up.

--- **Tiffany Rosenthal** Associate Calderwood Harkness LLP One Bryant Park, 48th Floor New York, NY 10036 T: (212) 554-7823 trosenthal@calderwoodharkness.com