Contract analysis

I. Executive Summary This memorandum surveys all material contracts of Cloudium Technologies plc ("Cloudium" or the "Company") that contain change of control provisions that would be triggered by the proposed reverse triangular merger (the "Merger") between Stratos Merger Sub Inc. ("Merger Sub"), a newly formed Delaware corporation and wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP ("Fund VI"), a

1. Credit Agreement with Atlas Commercial Lending Corp. The existing Credit Agreement dated March 15, 2021 (the "Atlas Credit Agreement"), under which Cloudium has approximately $820,000,000 of outstanding indebtedness, contains a mandatory prepayment obligation triggered upon a change of control. The entire outstanding balance must be repaid at or prior to closing.

2. Master SaaS Agreement with Aegis Federal Solutions Inc. The Master SaaS Agreement (the "Aegis Agreement") with Aegis Federal Solutions Inc. ("Aegis Federal"), which accounts for approximately $84,000,000 in annual recurring revenue ("ARR"), requires the prior written consent of Aegis Federal before any change of control of Cloudium becomes effective. Failure to obtain such consent entitles Aegis Federal to termina

3. Technology License Agreement with Helix Data Systems GmbH. The Technology License Agreement (the "Helix License") with Helix Data Systems GmbH ("Helix Data"), under which Cloudium licenses proprietary data-integration middleware technology embedded in its core product architecture, grants Helix Data a termination right exercisable upon 90 days' written notice following a change of control of Cloudium. Loss of the

II. Scope and Methodology Scope of Review. This memorandum is based upon a comprehensive review of all material contracts disclosed by Cloudium in the virtual data room maintained by Penrose Data Systems (the "Data Room"), to which Calderwood & Harkness LLP ("C&H") was granted access on September 18, 2023. The Data Room is organized into 14 primary folders and 87 subfolders, containing over 2,400 documents as of the

III. Contract-by-Contract Analysis A. Existing Credit Agreement — Atlas Commercial Lending Corp.

1. Contract Identification The following table sets forth the key identifying information for the Atlas Credit Agreement: The Atlas Credit Agreement is the Company's primary source of external debt financing and represents the single largest financial obligation of Cloudium and its subsidiaries. The credit facilities were originally arranged in connection with the Company's acquisition of Stratosphere Analytics Inc.

2. Change of Control Definition

Section 1.01 of the Atlas Credit Agreement defines "Change of Control" broadly to include any transaction or series of transactions resulting in any of the following: (a) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than (I) management of the Borrower identified on Schedule 1.01(a) to the Credit Agreement (which includes Jonatha

3. Consequences of Change of Control

Section 7.03(a) of the Atlas Credit Agreement sets forth the consequences of a Change of Control event, as follows: Mandatory Prepayment Obligation. Upon the occurrence of a Change of Control, the Borrower is required to offer to prepay all outstanding loans under the Credit Agreement — both the Term Loan A Facility and the Revolving Credit Facility — at par (100% of outstanding principal amount) plus all accrued and

4. Recommended Actions We recommend the following actions with respect to the Atlas Credit Agreement: (a) Payoff Letter. Obtain a payoff letter from Atlas Commercial Lending Corp. (as Administrative Agent) specifying the exact payoff amount as of the anticipated closing date, including outstanding principal, accrued and unpaid interest, any applicable breakage costs under Section 3.05, any administrative agent fees,

5. Risk Assessment Risk Level: Low (Mechanical/Procedural). The payoff of the Atlas Credit Agreement is a standard closing condition in leveraged buyout transactions and is fully funded by the committed debt financing under the Commitment Letter. Provided that the Commitment Letter remains in full force and effect and the conditions to funding thereunder are satisfied, there is no material risk that the payoff cannot

1. Contract Identification The following table sets forth the key identifying information for the Aegis Agreement: The Aegis Federal relationship is one of Cloudium's largest and most strategically significant single-customer relationships. The $84,000,000 in ARR represents approximately 4.8% of Cloudium's total ARR as of December 31, 2023, and Aegis Federal has been a Cloudium customer since 2019. The relationship h

2. Change of Control Definition

Section 15.3(a) of the Aegis Agreement defines "Change of Control" to mean any of the following events: (a) any merger, consolidation, or reorganization of the Provider (Cloudium) in which (i) the Provider is not the surviving entity, or (ii) the stockholders of the Provider immediately prior to such transaction do not retain a majority of the voting power of the surviving entity; (b) a sale, transfer, or other dispo

3. Consequences of Change of Control

Section 15.3(b) of the Aegis Agreement sets forth the consequences of a Change of Control event: Written Consent Requirement. The Aegis Agreement requires the Provider (Cloudium) to obtain the prior written consent of the Customer (Aegis Federal) before any Change of Control becomes effective. Specifically, Section 15.3(b) provides: "The Provider shall not consummate or permit to be consummated any Change of Control

4. Recommended Actions We recommend the following actions with respect to the Aegis Agreement: (a) Initiate Consent Solicitation. Outreach to Aegis Federal Solutions Inc. should be initiated promptly after the signing and public announcement of the Merger Agreement, which is anticipated to occur on January 22–23, 2024. The timing of the outreach should be coordinated with Cloudium management to ensure that the initia

5. Risk Assessment Risk Level: Medium. While Cloudium management is confident in its ability to obtain the required consent, the loss of the Aegis Agreement ($84,000,000 ARR) would be material to Cloudium's business and financial condition. The following risk factors have been identified: (i) Government Contracting Compliance. Aegis Federal's internal approval process for consenting to a change of control in a key Sa

1. Contract Identification The following table sets forth the key identifying information for the Helix License: The Helix License is one of the most strategically significant technology agreements in Cloudium's portfolio. The Fendrox Technology serves as the backbone of the data integration layer within Cloudium's core ERP and BI products, enabling seamless data exchange between Cloudium's cloud-native platform and

2. Change of Control Definition

Section 12.1 of the Helix License defines "Change of Control" (Kontrollwechsel) to mean any of the following events: (a) a direct or indirect change in the beneficial ownership of more than 50% of the voting securities (Stimmrechte) of the Licensee (Cloudium), whether in a single transaction or a series of related transactions; (b) a merger, consolidation, or reorganization (Verschmelzung, Konsolidierung oder Umstruk

3. Consequences of Change of Control

Section 12.2 of the Helix License sets forth the consequences of a Change of Control event: Termination Right. The Helix License contains a termination-for-change-of-control clause: upon the occurrence of a Change of Control of the Licensee, the Licensor (Helix Data) has the right to terminate the Helix License by providing 90 days' prior written notice to the Licensee. The relevant provision states: "In the event of

4. Recommended Actions We recommend the following actions with respect to the Helix License: (a) Pre-Closing Engagement with Helix Data. Notwithstanding the absence of a contractual obligation to obtain prior consent, we strongly recommend engaging with Helix Data Systems GmbH prior to closing to obtain either: (i) a written waiver of the termination-for-change-of-control right under Section 12.2 of the Helix License

5. Risk Assessment Risk Level: Medium-High. The Helix License presents the highest risk among the three material contracts analyzed in this memorandum, for the following reasons: (i) Post-Closing Termination Right. The termination right is exercisable post-closing without any requirement for prior consent, meaning there is inherent uncertainty regarding Helix Data's intentions even if informal assurances are obtained

IV. Summary of Other Contracts Reviewed A. Contracts with Change of Control Provisions Below Materiality Threshold In addition to the three material contracts analyzed in detail in Section III above, our review identified approximately 12 additional contracts of Cloudium and its subsidiaries that contain change of control provisions of various types. Each of these contracts has an annual contract value below the $5,0

V. Merger Agreement Implications The findings set forth in this memorandum have direct implications for several provisions of the Merger Agreement, which is currently in near-final draft form (circulated December 1, 2023) and under active negotiation between C&H (on behalf of Fund VI and Merger Sub) and RPS (on behalf of Cloudium). The key Merger Agreement implications are summarized below. Closing Conditions. The dr

VI. Recommended Next Steps and Action Items Based on the analysis set forth in this memorandum, we recommend the following next steps and action items. Each action item is assigned to a responsible attorney, with coordination partners identified where applicable.

1. Atlas Commercial Lending Corp. — Credit Agreement Payoff Request a payoff letter from Atlas Commercial Lending Corp. (directed to Victoria Regan, Managing Director, Loan Administration) no later than 10 business days before the anticipated closing date. The payoff letter should specify the exact payoff amount (including principal, accrued interest, breakage costs, letter of credit cash-collateralization requiremen

2. Aegis Federal Solutions Inc. — Consent Solicitation Initiate the consent solicitation process promptly after the signing and public announcement of the Merger Agreement (anticipated January 22–23, 2024). Prepare a form of written consent for Aegis Federal's review and execution. Coordinate with Cloudium's General Counsel (Nadia Chowdhury) and the Cloudium account team on the timing and messaging of the initial out

3. Helix Data Systems GmbH — Waiver/Confirmation Initiate discussions with Helix Data Systems GmbH regarding a written waiver of the termination-for-change-of-control right under Section 12.2 of the Helix License, or, in the alternative, a written confirmation that Helix Data does not intend to exercise such right in connection with the Merger. Coordinate with Cloudium management and RPS London (Alistair Fenn) on the