Contract analysis

Section 1: Matter Information Matter Number: 1041-00003 Matter Name / Description: Proposed Acquisition of Cloudium Technologies plc by Solara Digital Infrastructure LP (Reverse Triangular Merger) Date Opened: August 14, 2023 Practice Area: Mergers & Acquisitions Sub-Practice / Cross-Practice Tags: Private Equity; Leveraged Finance; Tax; Antitrust & Competition. Additional cross-practice tags are to be added as the s

Section 2: Client Information Client Full Legal Name: Solara Digital Infrastructure LP Client Short Name / Common Reference: Solara; SDILP Entity Type: Limited partnership organized under the Delaware Revised Uniform Limited Partnership Act Jurisdiction of Formation: State of Delaware Headquarters Address: 1200 Market Street, Suite 3400, Wilmington, DE 19801 General Partner: Solara Digital GP LLC, a Delaware limited

Section 3: Responsible Attorney / Billing Attorney / Staffing Responsible Partner: Harrison Wexford, Partner, Mergers & Acquisitions, New York Office. Mr. Wexford will serve as the lead relationship partner and primary attorney responsible for the overall direction, strategy, and management of this engagement. Mr. Wexford has extensive experience representing private equity sponsors in large-cap technology acquisitio

Section 4: Matter Description / Scope of Engagement Transaction Summary. Calderwood & Harkness LLP has been retained to represent Solara Digital Infrastructure LP and its affiliates (including, without limitation, Solara Digital Infrastructure Fund VI LP, Solara Fund VI GP LLC, and Solara Digital Co-Invest VI-A LP, and any other acquisition vehicles or special purpose entities formed in connection with this transacti

1. Definitive Agreement and Ancillary Documents. Negotiation and drafting of the definitive merger agreement and all ancillary transaction documents, including, without limitation, disclosure schedules, voting and support agreements, limited guarantee, equity commitment letter, interim operating covenants, and any other agreements necessary or appropriate to consummate the Transaction.

2. Due Diligence. Comprehensive legal due diligence review of the Target and its subsidiaries, including, without limitation, review of corporate organizational documents, material contracts, intellectual property, real property, employee benefits, employment matters, litigation, regulatory compliance, environmental matters, data privacy and cybersecurity, insurance, and other areas customary for a transaction of thi

3. Structuring Advice. Advice regarding the merger structure, entity formation (including Merger Sub, any intermediate holding companies, and related entities), and overall transaction architecture, in coordination with the Firm's Tax practice group and the client's outside accounting and tax advisors.

4. Committed Debt Financing Documentation. Coordination with the client's financial advisor, the lead arrangers, and lenders' counsel regarding the preparation, negotiation, and execution of committed debt financing documentation, including commitment letters, fee letters, and related financing agreements.

5. Equity Commitment Letter and Limited Guarantee. Drafting and negotiation of the equity commitment letter from Fund VI (and any co-investment vehicle) and any limited guarantee to be provided by the sponsor or its affiliates in connection with the Transaction.

6. Rollover Equity Mechanics. Structuring and documentation of rollover equity arrangements for Target management and/or significant Target shareholders anticipated to roll equity into the post-closing entity, including rollover agreements, contribution agreements, stockholders' agreements, and related instruments. Certain members of Target management (including CEO Jonathan Hargrove, holding approximately 4.2% of ou

7. Representation-and-Warranty Insurance. Support in the procurement of representation-and-warranty insurance ("R&W Insurance"), including coordination with the R&W insurance broker (Peregrine Advisory Group LLC), review of binder agreements and insurance policy terms, negotiation of policy exclusions and coverage terms, and integration of insurance provisions into the definitive merger agreement.

8. Regulatory Analysis. Analysis of regulatory filing and approval requirements, including: (a) Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") — pre-merger notification and compliance (b) United Kingdom Competition and Markets Authority ("UK CMA") — assessment of merger control thresholds and filing requirements (c) Committee on Foreign Investment in the United States ("CFIUS") — assessment of wheth

9. SEC / Proxy-Related Review. Review and analysis of Securities and Exchange Commission ("SEC") disclosure requirements applicable to the Transaction, including review of the Target's proxy statement, Schedule 14A filings, and related stockholder approval materials. The Target is listed on the Nasdaq Global Select Market, and the Transaction will require stockholder approval.

10. Closing Mechanics and Post-Closing Integration. Preparation of closing checklists, closing deliverables, funds flow memoranda, officer's certificates, and other closing mechanics documentation. Limited post-closing integration support as agreed with the client.

11. Tax Structuring. Tax structuring advice in connection with the Transaction, including analysis of the merger structure, rollover equity tax treatment (including Section 368 reorganization analysis), and related matters. This workstream is to be staffed via supplemental engagement letter, anticipated for November 2023, under the supervision of Leonard Cross, Specialist Partner, Tax.

12. Antitrust / Competition. Antitrust and competition law advice in connection with the Transaction, including preparation and filing of HSR Act notifications, UK CMA filings, and coordination with foreign antitrust counsel as required. This workstream is to be staffed via supplemental engagement letter, anticipated for November 2023, under the supervision of Elaine Forsythe, Specialist Partner, Antitrust & Competit

Section 5: Conflict Check Conflict Check Completed: Yes Conflict Check Memorandum Date: August 12, 2023 Conflict Check Prepared By: General Counsel's Office / Conflicts Department, Calderwood & Harkness LLP The conflicts check was conducted in accordance with the Firm's conflicts-of-interest policies and procedures, including the Firm's New Matter Intake Policy (revised January 2023) and applicable rules of professio

1. Client and Affiliates: • Solara Digital Infrastructure LP • Solara Digital GP LLC • Solara Digital Infrastructure Fund VI LP • Solara Fund VI GP LLC • Solara Digital Co-Invest VI-A LP

2. Target and Known Subsidiaries: • Cloudium Technologies plc • Cloudium Technologies UK Ltd. • Cloudium Technologies India Pvt. Ltd. • Cloudium Solutions GmbH

3. Significant Target Shareholder / Anticipated Rollover Investor: • Pinnacle Growth Ventures LLC (Managing Member: Evelyn Carmichael); holder of approximately 11.6% of Cloudium outstanding shares

4. Target Management (Anticipated Rollover Participant): • Jonathan Hargrove, Chief Executive Officer of Cloudium Technologies plc; holder of approximately 4.2% of Cloudium outstanding shares

5. Anticipated Target Counsel: • Ridgeway Phelps & Sato LLP (Lead M&A Partner: Catherine Answorth, New York; Lead UK Corporate Partner: Alistair Fenn, London)

6. Anticipated Buyer's Financial Advisor: • Osprey Bancroft & Co. (Lead: Damien Harlow, Managing Director)

7. Anticipated Tarvex Financial Advisor: • Veridian Partners LLC (Lead: Monica Pressler, Managing Director)

8. Known Potential Lenders: • Meridian Atlantic Bank, N.A. • Ironclad Capital Markets LLC

9. Target's Auditors: • Harwell & Dobson LLP (Lead Engagement Partner: Martin Chisholm) Conflict Check Result: Cleared. No disqualifying conflicts of interest were identified. Certain informational conflicts were noted in the course of the conflicts review; these informational conflicts have been reviewed by the Conflicts Committee and the General Counsel's Office and have been determined to be non-disqualifying. Suc

Section 6: Adverse / Other Parties The following parties have been identified as adverse parties, Target-side participants, or other relevant third parties in connection with the Transaction. This list is based on information available as of the date of this form and will be updated as additional parties are identified. Target (Adverse). Cloudium Technologies plc 45 Broadwick Street, London W1F 0DB, United Kingdom 60

Section 7: Co-Counsel and Other Advisors (Our Client's Side) The following firms and advisors have been identified as co-counsel and other professional advisors retained or expected to be retained on behalf of our client in connection with the Transaction. Coordination with these advisors will be an ongoing responsibility of the deal team. Buyer's Financial Advisor Osprey Bancroft & Co. 280 Park Avenue, New York, NY

Section 8: Billing and Fee Arrangements Fee Arrangement: Hourly rates, as set forth in the engagement letter dated August 14, 2023. Standard hourly rates for all timekeepers assigned to this matter will apply, subject to any negotiated adjustments or discounts reflected in the engagement letter. The engagement letter is on file with the Firm's engagement letter records system and the Billing Partner's files. Billing

Section 9: Anticipated Timeline The following timeline reflects the deal team's current expectations regarding key milestones for the Transaction. All dates are approximate and subject to change as the Transaction progresses, and are based on preliminary discussions with the client and its financial advisor. The timeline above is preliminary and will be refined in consultation with the client, financial advisors, and

Section 10: Special Considerations / Notes The following special considerations and notes are provided for the information of the Firm's administrative, conflicts, and supervisory personnel. These items reflect notable features of the Transaction and the engagement that may require ongoing attention.

1. Cross-Border Considerations. The Target, Cloudium Technologies plc, is a United Kingdom–incorporated company listed on the Nasdaq Global Select Market. This cross-border profile presents a number of legal and practical coordination challenges. The engagement will require close coordination among the Firm's New York, London, and Washington, DC offices. UK-specific legal matters — including matters related to the Ta

2. Supplemental Engagement Letters. The engagement will likely require supplemental engagement letters for the following workstreams, which are anticipated to be executed in or around November 2023: (i) Antitrust / Competition Workstream — to be supervised by Elaine Forsythe, Specialist Partner, Antitrust & Competition, Washington, DC Office (ii) Tax Workstream — to be supervised by Leonard Cross, Specialist Partner,

3. Rollover Equity. The Transaction is anticipated to include rollover equity participation by the following parties: (a) Jonathan Hargrove, Chief Executive Officer of Cloudium Technologies plc, who holds approximately 4.2% of Cloudium's outstanding shares and is expected to contribute some or all of such shares to the post-closing entity in exchange for equity interests therein. (b) Pinnacle Growth Ventures LLC, whi

4. Representation-and-Warranty Insurance. R&W insurance is expected to be part of the deal structure. The broker engagement with Peregrine Advisory Group LLC and the underwriting process with prospective carriers (led by Northfield Assurance Ltd.) will need to be coordinated with the due diligence process, the preparation of the definitive merger agreement, and the Target's disclosure schedule process. The Firm's M&A

5. Prior Sponsor Relationship / Institutional Knowledge. Solara Digital Infrastructure LP has completed 14 prior platform investments across Funds IV, V, and VI. The Firm has served as outside counsel on multiple prior Solara transactions and possesses institutional knowledge of the sponsor's transaction requirements, deal processes, internal approval procedures, and documentation preferences. The deal team should le

6. Foreign Subsidiaries — Diligence and Regulatory Requirements. The Target's India subsidiary, Cloudium Technologies India Pvt. Ltd. (approximately 2,400 employees, headquartered in Bangalore), and the Target's Germany subsidiary, Cloudium Solutions GmbH (approximately 400 employees, headquartered in Berlin), will require dedicated due diligence and regulatory analysis. Foreign regulatory requirements — including In

7. Key Third-Party Contracts with Change of Control Provisions. Preliminary review has identified the following key third-party contracts of the Target that contain change of control provisions or consent requirements that may be triggered by the Transaction: (a) Master SaaS Agreement with Aegis Federal Solutions Inc. — Aegis is a US government contractor and one of Cloudium's largest customers, with approximately $8

8. Existing Target Indebtedness. Cloudium Technologies plc has existing indebtedness of approximately $820 million under a credit agreement with Atlas Commercial Lending Corp. as administrative agent, dated March 15, 2021. This indebtedness is expected to be repaid in full at the closing of the Transaction, and the payoff and release of related liens will be a closing condition and deliverable.

Section 11: Approvals and Signatures The undersigned hereby certify that the information set forth in this New Matter Opening Form is accurate and complete as of the date indicated, and that all required conflict checks and engagement letter procedures have been completed in accordance with the Firm's policies and procedures. Requesting Partner: HARRISON WEXFORD Partner, Mergers & Acquisitions Calderwood & Harkness L