Contract analysis

I. EXECUTIVE SUMMARY A. Purpose This memorandum consolidates and summarizes the findings from all legal due diligence workstreams conducted by Calderwood & Harkness LLP in connection with the proposed acquisition of Cloudium Technologies plc ("Cloudium," the "Company," or the "Target") by Solara Digital Infrastructure Fund VI LP ("Fund VI" or the "Buyer") through a reverse triangular merger with Stratos Merger Sub In

II. SCOPE AND METHODOLOGY A. Workstream Organization The legal due diligence was organized into the following ten workstreams, each of which is addressed in a separate section of this memorandum:

1. Corporate Organization and Authority (Section III)

2. Material Contracts (Section IV) 3. intellectual Property and Technology (Section V)

4. Litigation and Disputes (Section VI)

5. Regulatory and Government Contracts (Section VII)

7. Employment and Benefits (Section IX)

10. Environmental (Section XII) Each workstream was staffed by a dedicated team of associates and counsel within Calderwood & Harkness LLP, with oversight provided by the responsible partner or specialist partner for the relevant practice area. Where external specialist counsel was required (UK competition law, financial diligence, tax structuring), the relevant workstream was coordinated with the appropriate advisor

1. Reliance on Produced Materials. Our diligence is based on the documents and information produced by Cloudium and its advisors in the virtual data room, supplemented by management discussions and written responses to our request lists. We have not independently audited, verified, or confirmed the accuracy or completeness of the information provided, and our conclusions are necessarily limited by the scope and quali

2. Financial Due Diligence. The financial due diligence, including the quality of earnings analysis, working capital assessment, and analysis of historical and projected financial performance, was conducted by Glenmore Thornton LLP under a separate engagement. This memorandum addresses legal findings only and does not purport to address financial, accounting, or valuation matters. The audited financial statements of

3. Rolling Production. Certain categories of documents were produced on a rolling basis through December 2023. While we have reviewed all materials produced as of the date of this memorandum, there may be additional documents or information that become available after the date hereof. We will supplement this memorandum as appropriate if material new information is received.

4. Foreign Subsidiary Records. Certain records of Cloudium Technologies India Pvt. Ltd. and Cloudium Solutions GmbH were reviewed in English translation. We have relied on the accuracy of those translations and have not independently verified the original-language documents. Local counsel in India and Germany was not separately engaged for the purpose of this diligence, although Albright & Kerr LLP provided guidance

5. Scope of Legal Analysis. Our analysis is limited to legal matters and does not constitute business, financial, tax, or accounting advice. The tax section of this memorandum summarizes the findings of the tax workstream conducted by Leonard Cross of Calderwood & Harkness and coordinated with Richard Okamura of Glenmore Thornton LLP, but should be read in conjunction with the separate tax due diligence report and ta

III. CORPORATE ORGANIZATION AND AUTHORITY A. Cloudium Technologies plc (Parent) Cloudium Technologies plc is a public limited company incorporated under the laws of England and Wales, registered with Companies House under Company Number 09734521. The Company's registered office is located at 45 Broadwick Street, London W1F 0DB, United Kingdom. The Company maintains its US headquarters at 600 Townsend Street, Suite 80

1. Cloudium Technologies UK Ltd. Cloudium Technologies UK Ltd. is a private limited company incorporated under the laws of England and Wales, registered with Companies House under Company Number 11287456. Its registered office is located at 45 Broadwick Street, London W1F 0DB, United Kingdom. The UK subsidiary employs approximately 1,200 employees across its London and Manchester offices and serves as the Company's p

2. Cloudium Technologies India Pvt. Ltd. Cloudium Technologies India Pvt. Ltd. is a private limited company incorporated in Bangalore, Karnataka, India. The Indian subsidiary employs approximately 2,400 employees and serves as the Company's primary center for research and development, engineering, and customer support functions. The subsidiary is wholly owned by Cloudium Technologies plc, and its corporate records, a

3. Cloudium Solutions GmbH Cloudium Solutions GmbH is a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated in Berlin, Germany. The German subsidiary employs approximately 400 employees and is responsible for sales and customer success operations in the DACH region (Germany, Austria, and Switzerland). The subsidiary is wholly owned by Cloudium Technologies plc, and its Handelsregister (comm

4. Global Headcount Summary The Company's total global employee count is approximately 6,800, distributed as follows: approximately 2,800 in the United States, approximately 1,200 in the United Kingdom, approximately 2,400 in India, and approximately 400 in Germany. This headcount is consistent with the information presented in the Company's most recent public filings and management presentation. C. Capitalization As

IV. MATERIAL CONTRACTS A. Overview Calderwood & Harkness LLP reviewed approximately 340 material contracts produced in the data room, spanning customer agreements, vendor and supplier agreements, partnership and channel agreements, technology licensing agreements, and corporate agreements (including the existing credit facility, insurance policies, and real estate leases). The review was conducted with a particular f

1. Aegis Federal Solutions Inc. — Master SaaS Agreement Risk Rating: HIGH Cloudium is party to a Master SaaS Agreement with Aegis Federal Solutions Inc. ("Aegis Federal"), a Virginia-based US government contractor. This contract represents Cloudium's largest single-customer relationship, generating annual recurring revenue of approximately $84,000,000 (representing approximately 4.8% of total ARR). The Master SaaS Ag

2. Helix Data Systems GmbH — Technology License Agreement Risk Rating: MEDIUM-HIGH Cloudium is party to a Technology License Agreement (the "Helix License") with Helix Data Systems GmbH ("Helix Data"), a Frankfurt-based technology company. The Helix License grants Cloudium a non-exclusive license to certain proprietary data analytics and business intelligence algorithms and software components developed by Helix Data

3. Atlas Commercial Lending Corp. — Credit Agreement Risk Rating: MEDIUM Cloudium is party to a Credit Agreement dated March 15, 2021 (as amended), with Atlas Commercial Lending Corp. ("Atlas") as administrative agent and a syndicate of lenders. As of the date of this memorandum, the Company has approximately $620,000,000 outstanding under the term loan facility and approximately $200,000,000 drawn on its $400,000,00

V. INTELLECTUAL PROPERTY AND TECHNOLOGY A. Patent Portfolio Cloudium maintains a substantial patent portfolio that covers key aspects of its cloud-based ERP architecture, CRM automation technology, and proprietary business intelligence algorithms. The patent portfolio consists of the following: We reviewed the patent portfolio at a summary level, including patent numbers, filing dates, expiration dates, and the statu

VI. LITIGATION AND DISPUTES A. Pending Litigation Two pending litigation matters were identified in the data room and confirmed through management discussions:

1. Employment Dispute (UK) A former employee of Cloudium Technologies UK Ltd. has filed a wrongful dismissal claim in the London Employment Tribunal. The claimant alleges that their dismissal was procedurally unfair and seeks damages of approximately £350,000 (approximately $437,500 at current exchange rates). Counsel for Cloudium UK (Ridgeway Phelps & Sato LLP, London office) has advised that the Company views the c

2. Customer Billing Dispute (US) A civil action has been filed in the Superior Court of the State of California, County of San Francisco, by a mid-market customer of Cloudium alleging overcharging under a SaaS subscription agreement. The amount in dispute is approximately $2,100,000. The case is in early-stage discovery, and the Company has filed an answer denying the material allegations. The Company's litigation co

VII. REGULATORY AND GOVERNMENT CONTRACTS A. Antitrust / Competition — HSR and CMA

1. HSR Act Filing The proposed Transaction will require a pre-merger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act"). Both the size-of-transaction threshold (the aggregate consideration exceeds $111.4 million, the current threshold) and the size-of-person thresholds are met. Elaine Forsythe of Calderwood & Harkness LLP will lead the HSR filing preparation and coordinatio

2. UK CMA Merger Notification A merger notification to the UK Competition and Markets Authority ("CMA") is required given the turnover of Cloudium Technologies UK Ltd. in the United Kingdom (£312,000,000 for FYE September 30, 2023), which exceeds the £70 million turnover test under the Enterprise Act 2002. The CMA notification will be prepared in coordination with Albright & Kerr LLP (Fiona McAllister, lead partner).

3. Preliminary Competitive Assessment Cloudium operates in the cloud-based enterprise resource planning ("ERP"), customer relationship management ("CRM"), and business intelligence ("BI") software markets. The Buyer, Solara Digital Infrastructure LP, is a financial sponsor (private equity fund) and does not hold any portfolio companies that operate in the same product markets as Cloudium. Accordingly, the Transaction

VIII. TAX A. US Federal and State Tax Cloudium Technologies plc is a US taxpayer with Employer Identification Number 83-2196754. The Company files US federal income tax returns and state income tax returns in approximately 35 states in which it has established income tax nexus. We reviewed the Company's federal and state income tax returns for the prior three fiscal years (FYE September 30, 2021, 2022, and 2023), tog

1. India. The Indian income tax returns of Cloudium Technologies India Pvt. Ltd. were reviewed for the prior three fiscal years. No material open disputes with the Indian tax authorities were identified. The Indian subsidiary has standard permanent establishment and transfer pricing arrangements in place with respect to its intercompany services with Cloudium Technologies plc. The transfer pricing documentation appea

2. Germany. The German corporate income tax (Körperschaftsteuer) and trade tax (Gewerbesteuer) returns of Cloudium Solutions GmbH were reviewed for the prior three fiscal years. No material open disputes with the German tax authorities were identified. The German subsidiary's value-added tax ("VAT") compliance was reviewed and appears to be in order. No unusual tax positions or contingent tax liabilities were identif

IX. EMPLOYMENT AND BENEFITS A. US Employment Cloudium employs approximately 2,800 employees in the United States, with the largest concentration at the Company's San Francisco headquarters. All US employees are employed on an at-will basis in all states in which the Company operates. The Company is not party to any collective bargaining agreements or similar labor agreements, and no union organizing efforts were iden