Contract analysis

I. SUMMARY OF PROPOSED ENGAGEMENT Calderwood & Harkness LLP ("the firm" or "Calderwood & Harkness") has been asked to represent Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801, in connection with a potential acquisition of Cloudium Technologies plc ("Cloudium"), a public limited company incorporated unde

II. PARTIES SEARCHED The following parties were searched in the firm's conflict-checking system in connection with the proposed engagement. Parties are organized by category and include all known entities and individuals identified by the requesting attorney, supplemented by publicly available information reviewed by the Office of the General Counsel. A. Client and Client Affiliates

1. Solara Digital Infrastructure LP — Delaware limited partnership; 1200 Market Street, Suite 3400, Wilmington, DE 19801.

2. Solara Digital GP LLC — Delaware limited liability company; general partner of Solara Digital Infrastructure LP.

3. Solara Digital Infrastructure Fund VI LP — Delaware limited partnership; the investing entity for the proposed transaction (vintage 2022; approximately $12.4 billion committed capital).

4. Solara Fund VI GP LLC — Delaware limited liability company; general partner of Solara Digital Infrastructure Fund VI LP.

5. Solara Digital Co-Invest VI-A LP — Delaware limited partnership; anticipated co-investment vehicle alongside Fund VI.

6. Marcus Elliston — Individual; Founder & Managing Partner, Solara Digital Infrastructure LP.

7. Priya Narasimhan — Individual; Co-Managing Partner & Chief Investment Officer, Solara Digital Infrastructure LP. B. Target and Target Affiliates

1. Cloudium Technologies plc — Public limited company incorporated under the laws of England and Wales; Company No. 09734521; registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom; US headquarters at 600 Townsend Street, Suite 800, San Francisco, CA 94103; listed on Nasdaq Global Select Market (ticker: CLDM); EIN: 83-2196754.

2. Cloudium Technologies UK Ltd. — Private limited company incorporated under the laws of England and Wales; Company No. 11287456; wholly owned subsidiary of Cloudium Technologies plc.

3. Cloudium Technologies India Pvt. Ltd. — Private limited company organized under the laws of Karnataka, India; wholly owned subsidiary of Cloudium Technologies plc.

4. Cloudium Solutions GmbH — Gesellschaft mit beschränkter Haftung organized under the laws of Germany, with its registered office in Berlin; wholly owned subsidiary of Cloudium Technologies plc.

5. Jonathan Hargrove — Individual; Chief Executive Officer of Cloudium Technologies plc; holds approximately 4.2% of outstanding shares of Cloudium common stock.

6. Sienna Whitfield — Individual; Chief Financial Officer of Cloudium Technologies plc.

7. Nadia Chowdhury — Individual; General Counsel of Cloudium Technologies plc.

8. Douglas Pemberton — Individual; Independent Chair of the Board of Directors of Cloudium Technologies plc. C. Known Significant Shareholders of Target

1. Pinnacle Growth Ventures LLC — Delaware limited liability company; headquarters at 777 Third Avenue, 28th Floor, New York, NY 10017; growth equity firm holding approximately 11.6% of Cloudium outstanding shares and occupying two seats on Cloudium's board of directors.

2. Evelyn Carmichael — Individual; Managing Member, Pinnacle Growth Ventures LLC. D. Known or Anticipated Opposing / Co-Counsel

1. Ridgeway Phelps & Sato LLP — Anticipated counsel to Cloudium Technologies plc (target); offices at 1 Angel Court, London EC2R 7HJ, United Kingdom, and 375 Park Avenue, New York, NY 10152.

2. Catherine Answorth — Partner, Mergers & Acquisitions, New York office of Ridgeway Phelps & Sato LLP.

3. Alistair Fenn — Partner, Corporate, London office of Ridgeway Phelps & Sato LLP. E. Known or Anticipated Financial Advisors

1. Osprey Bancroft & Co. — Partnership organized under the laws of the State of New York; 280 Park Avenue, New York, NY 10017; anticipated financial advisor to the buyer (Solara); lead banker: Damien Harlow.

2. Veridian Partners LLC — Delaware limited liability company; 50 Rockefeller Plaza, New York, NY 10020; anticipated financial advisor to the target (Cloudium); lead banker: Monica Pressler. F. Known or Anticipated Lenders and Financing Parties

1. Meridian Atlantic Bank, N.A. — National banking association; 383 Madison Avenue, New York, NY 10179; anticipated lead arranger and administrative agent for committed debt financing; contact: Graham Whitaker, Managing Director, Leveraged Finance.

2. Ironclad Capital Markets LLC — Delaware limited liability company; 200 West Street, New York, NY 10282; anticipated co-arranger for committed debt financing; contact: Samuel Diaz, Director, Leveraged Finance.

3. Winthrop & Hale LLP — Law firm; 901 New York Avenue NW, Washington, DC 20001; 125 Old Broad Street, London EC2N 1AR; anticipated lenders' counsel; lead partner: Christine Novak. G. Known or Anticipated Other Service Providers

1. Cobalt Trust Company — Trust company organized under the laws of the State of New York; 100 Wall Street, New York, NY 10005; anticipated escrow agent for the proposed transaction; contact: Laura Ng, Vice President, Escrow Services.

2. Atlas Commercial Lending Corp. — Delaware corporation; 300 Vesey Street, New York, NY 10281; administrative agent under Cloudium's existing credit agreement (dated March 15, 2021); existing indebtedness to be repaid at closing.

3. Harwell & Dobson LLP — Limited liability partnership organized under the laws of the Commonwealth of Massachusetts; 200 Clarendon Street, Boston, MA 02116; 1 Finsbury Avenue, London EC2M 2PF; Cloudium's independent registered public accounting firm and statutory auditors; engagement partner: Martin Chisholm.

4. Glenmore Thornton LLP — Offices at 30 Hudson Yards, New York, NY 10001; 1 More London Place, London SE1 2AF; anticipated accounting and tax advisor to the buyer (Solara); lead partners: Richard Okamura (transaction tax) and Vanessa Liu (financial due diligence).

5. Albright & Kerr LLP — Offices at 5 New Street Square, London EC4A 3TW; anticipated buyer's UK regulatory counsel; lead partner: Fiona McAllister.

6. Cascade Corporate Services Inc. — Corporation organized under the laws of the State of New York; 6201 15th Avenue, Brooklyn, NY 11219; Cloudium's transfer agent.

7. Blackthorn Proxy Advisors LLC — Delaware limited liability company; 105 Madison Avenue, New York, NY 10016; anticipated proxy solicitor for Cloudium.

8. Northfield Assurance Ltd. — Private limited company incorporated under the laws of England and Wales; 30 St Mary Axe, London EC3A 8BF; potential representation-and-warranty insurance carrier.

9. Peregrine Advisory Group LLC — Delaware limited liability company; 1166 Avenue of the Americas, New York, NY 10036; potential representation-and-warranty insurance broker. H. Key Contractual Counterparties of Target (Known)

1. Aegis Federal Solutions Inc. — Corporation organized under the laws of the Commonwealth of Virginia; US government contractor; key customer of Cloudium Technologies plc (approximately $84 million in annual recurring revenue); the Master SaaS Agreement between Aegis and Cloudium contains a change-of-control consent requirement that may be triggered by the proposed transaction.

2. Helix Data Systems GmbH — Gesellschaft mit beschränkter Haftung organized under the laws of Germany, with its registered office in Frankfurt; technology licensor to Cloudium Technologies plc; the Technology License Agreement between Helix and Cloudium contains a termination-for-change-of-control clause that may be triggered by the proposed transaction.

III. CONFLICT DATABASE SEARCH RESULTS A. Methodology A full-text search of the firm's conflict-checking system ("ConflictCheck") was conducted on August 12, 2023. The search was performed using the following search parameters for each party identified in Section II above: • Full legal entity name and all known alternate names, trade names, and d/b/a designations; • Known principals, officers, directors, and key conta

1. Active Matter — Regulatory Enforcement Defense (Matter No. 1041-00003) The firm's Washington DC office currently represents Meridian Atlantic Bank, N.A. in connection with a regulatory enforcement matter initiated by a federal banking regulator. The engagement involves the defense of Meridian Atlantic against certain regulatory allegations relating to compliance with the Bank Secrecy Act and anti-money laundering

2. Closed Matter — Syndicated Lending Transaction (Matter No. 1041-00003) The firm represented Meridian Atlantic Bank, N.A. as lead arranger in connection with a syndicated term loan facility. The engagement was completed and closed in Q4 2022. No ongoing obligations or active engagements remain. In the proposed engagement, Meridian Atlantic Bank, N.A. would serve as the lead arranger and administrative agent for the

I. Ironclad Capital Markets LLC The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and Ironclad Capital Markets LLC. Individual searches for Samuel Diaz returned no results indicating any individual client or adverse relationships. Assessment: No conflict. J. Winthrop & Hale LLP (Anticipated Lenders' Counsel) The ConflictCheck search

IV. SUMMARY OF IDENTIFIED ISSUES AND RECOMMENDATIONS Based on the conflict database search results and partner inquiry responses described in Section III above, the Office of the General Counsel has identified the following issues requiring analysis and, where applicable, remedial action prior to or in connection with the commencement of the proposed engagement. Issue 1: Prior Closed Representation of Cloudium Techno

V. CLEARANCE DETERMINATION Overall Conclusion: Subject to the resolution of Issue 2 (obtaining informed written consent from both Solara Digital Infrastructure LP and Meridian Atlantic Bank, N.A. regarding the concurrent representation, and implementing an information barrier between the respective engagement teams), the conflict check for the proposed representation of Solara Digital Infrastructure LP in connection

1. Informed written consent must be obtained from Solara Digital Infrastructure LP (or its authorized representative) acknowledging the firm's current representation of Meridian Atlantic Bank, N.A. in unrelated matters and consenting to the firm's simultaneous representation of Solara adverse to Meridian Atlantic in the debt financing workstream of the proposed acquisition.

2. Informed written consent must be obtained from Meridian Atlantic Bank, N.A. (through its authorized representative, coordinated with the responsible partner handling the Meridian Atlantic regulatory enforcement matter) acknowledging the firm's proposed representation of Solara adverse to Meridian Atlantic in the debt financing workstream and consenting to the firm's simultaneous representation.

3. An information barrier must be implemented between the Solara deal team and the Meridian Atlantic regulatory enforcement team in accordance with the procedures described in Section IV, Issue 2, above. Written acknowledgments from all affected team members must be obtained and filed in the engagement records for both matters.

4. A supplemental conflict check must be conducted promptly if any of the following events occur during the course of the engagement: (a) Additional parties are identified or become involved in the transaction (e.g., additional lenders, co-investors, insurers, or advisors); (b) Pinnacle Growth Ventures LLC assumes a defined role in the transaction, whether as a rollover equity investor, a co-client, an adverse party,

VI. APPROVALS Prepared by: ________________________________________ Rebecca S. Thornburg Conflicts Counsel Office of the General Counsel Calderwood & Harkness LLP Date: August 12, 2023 Reviewed and Approved by: ________________________________________ David M. Carruthers Deputy General Counsel Calderwood & Harkness LLP Date: August 12, 2023 Acknowledged by Requesting Partner: ________________________________________

VII. ATTACHMENTS The following documents are attached to this memorandum and incorporated herein by reference: Attachment A: ConflictCheck System Search Report — Full printout of database search results for all parties listed in Section II of this memorandum, including entity name searches, individual name searches, ticker symbol searches, company registration number searches, and EIN searches, as generated by the Co