Contract analysis

I. Executive Summary The purpose of this memorandum is to present our analysis of the initial Debt Commitment Letter (the "DCL") dated December 15, 2023, from Meridian Atlantic Bank, N.A. (in its capacity as lead arranger, bookrunner, and administrative agent) and Ironclad Capital Markets LLC (in its capacity as co-arranger and joint bookrunner) to Solara Digital Infrastructure Fund VI LP ("Fund VI" or the "Sponsor")

1. Conditions Precedent and SunGard Conditionality. The conditions to funding under the DCL must be carefully calibrated to be no more burdensome than the conditions to the Sponsor's obligation to close under the Merger Agreement. We have identified three specific conditionality gaps that must be resolved.

2. Flex Provisions. The DCL contains pricing flex, structure flex, and covenant (or "market") flex provisions that, while customary in nature, contain certain parameters and standards that should be tightened to protect Fund VI's interests.

3. Material Adverse Change / Market-Out Language. We must confirm that the DCL contains no "market-out" or "market MAC" provision and that the sole MAC condition is tied exclusively to the definition of "Company Material Adverse Effect" as set forth in the Merger Agreement.

4. Certain Funds Certainty and Limited Conditionality Framework. A holistic assessment of the DCL's compliance with "certain funds" principles, including identification of excess conditions and subjective standards that could provide the lenders with unintended avenues to decline funding.

5. Documentation Principles and Borrower-Favorable Covenants. The DCL establishes the framework for the definitive Credit Agreement, and we must ensure that the documentation principles preserve maximum flexibility for the Borrower (Cloudium, as the post-closing surviving entity) and the Sponsor. Each of these areas is discussed in detail in the sections that follow. A summary of our specific recommendations and acti

II. Transaction Overview and Financing Context A. Transaction Structure The Transaction will be effected through a reverse triangular merger under the Delaware General Corporation Law (the "DGCL"). Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Fund VI that was incorporated on January 8, 2024, will merge with and into Cloudium, with Cloudium surviving the merger as a wholly owned subsi

III. Summary of Committed Facilities A. Term Loan B Facility The principal terms of the Term Loan B, as set forth in the DCL and the attached term sheet, are summarized below: The amortization schedule at 1.00% per annum is typical for a broadly syndicated Term Loan B and ensures that the vast majority of the principal is repaid at maturity. Mandatory prepayment provisions are consistent with current market practice;

IV. Conditions Precedent to Funding — SunGard Conditionality Analysis A. Overview of SunGard / Certain Funds Framework In any leveraged acquisition in which the buyer's obligation to close is supported by committed debt financing, the alignment between the conditions to funding under the debt commitment letter and the conditions to the buyer's obligation to close under the merger agreement is of paramount importance.

1. Execution and Effectiveness of the Merger Agreement. The DCL requires that the Merger Agreement shall have been executed and delivered by all parties thereto in substantially the form of the draft dated December 1, 2023 (the initial draft circulated by our firm to Ridgeway Phelps & Sato LLP, counsel to Cloudium), with only such modifications as are not materially adverse to the interests of the lenders (or as have

2. Consummation of the Merger. The DCL requires that the merger shall be consummated substantially concurrently with the initial funding of the Term Loan B, in accordance with the terms of the Merger Agreement, without any waiver or amendment of any condition to closing under the Merger Agreement that would be materially adverse to the interests of the lenders. Commentary. This condition is standard and reflects the

3. Accuracy of Specified Representations. The DCL requires that "all representations and warranties" in the Credit Agreement shall be true and correct in all material respects (or, where qualified by materiality, in all respects) as of the closing date, and that the "Specified Merger Agreement Representations" (i.e., those representations in the Merger Agreement that are conditions to closing in favor of Fund VI) sha

4. Solvency. The DCL requires delivery of a solvency certificate by the Chief Financial Officer of the Surviving Corporation (i.e., Sienna Whitfield, the current CFO of Cloudium) on the closing date, in the form attached to the DCL as Exhibit A, certifying that the Surviving Corporation and its subsidiaries, on a consolidated basis, are solvent after giving effect to the merger, the incurrence of the debt financing,

5. Absence of Company Material Adverse Effect. The DCL requires that no "Company Material Adverse Effect" (as defined in the Merger Agreement) shall have occurred since the date of the Merger Agreement and be continuing as of the closing date. Commentary. This condition is acceptable, as it links the MAC standard in the DCL directly to the definition of "material adverse effect" in the Merger Agreement. The MAE defin

6. Delivery of Financial Statements. The DCL requires delivery of the following financial information as a condition to funding: (a) Audited consolidated financial statements of Cloudium for the three most recently completed fiscal years — fiscal years ending September 30, 2021, September 30, 2022, and September 30, 2023. Cloudium's independent auditor is Harwell & Dobson LLP (engagement partner: Martin Chisholm). (b

7. Delivery of Customary Closing Documents. The DCL requires delivery of customary closing documents, including: • Legal opinions from counsel to the Borrower and the Guarantors (including an opinion from Calderwood & Harkness LLP addressed to Meridian Atlantic Bank, N.A., as administrative agent, and the lenders party to the Credit Agreement); • Officer's certificates of the Borrower and each Guarantor; • Secretary'

8. Collateral and Security. The DCL requires that first-priority security interests in the collateral shall have been perfected to the extent required on the closing date. However, the closing-date perfection requirements are limited to: (i) delivery of stock certificates (or equivalent equity interest certificates) for the Borrower's direct subsidiaries, together with undated stock powers endorsed in blank; and (ii)

9. KYC / Beneficial Ownership. The DCL requires delivery of all documentation and information required under applicable "know your customer" and anti-money laundering regulations (including the USA PATRIOT Act, the Bank Secrecy Act, and the Customer Due Diligence Rule under FinCEN regulations) at least three (3) business days prior to the closing date. Commentary. This condition is standard and non-controversial. How

V. Flex Provisions The DCL contains several categories of flex provisions that permit the lead arrangers to modify the economic and structural terms of the Facilities in connection with syndication. These provisions are set forth primarily in the confidential Fee Letter (the "Fee Letter"), which is a separate side letter executed concurrently with the DCL and shared only with Fund VI (and not with Cloudium or its adv

VI. Material Adverse Change / Market-Out Language A. Absence of Market-Out A "market-out" or "market MAC" provision, if included in a debt commitment letter, would permit the lenders to terminate their commitments based on changes in general financial market conditions (such as a broad-based disruption in the leveraged loan or high-yield bond markets) that are unrelated to the credit quality of the specific borrower.

VII. Certain Funds / Limited Conditionality — Key Concerns Based on our comprehensive review of the DCL against the "certain funds" framework, we provide the following summary assessment. The DCL substantially complies with SunGard / certain-funds principles. The commitment is structured as a binding, irrevocable obligation to fund, subject to limited and specifically enumerated conditions precedent. The sole MAC con

1. Overbroad Representation Bring-Down Condition. As discussed in Section IV.B.3, the representation bring-down condition references "all representations and warranties" in the Credit Agreement, rather than limiting the bring-down to the narrow set of "Specified Representations." This must be narrowed to enumerate only those representations that are directly relevant to the lenders' ability to enforce the credit docu

2. Excess "No Event of Default" Condition. As discussed in Section IV.C, the DCL includes a condition requiring the absence of any event of default under the Credit Agreement, which is an excess condition with no corresponding analog in the Merger Agreement closing conditions. This condition should be deleted or limited to defaults arising solely from the borrower's failure to satisfy conditions that are already inde

3. Subjective "Satisfactory" CIM Standard. As discussed in Section IV.C, the DCL conditions funding on receipt by the lead arrangers of a "satisfactory" confidential information memorandum. The word "satisfactory" injects subjective discretion that is inconsistent with the certain-funds framework. This should be replaced with "customary" or deleted, so that the condition requires only the delivery of a CIM that is cu

VIII. Documentation Principles and Definitive Credit Agreement The DCL provides that the definitive Credit Agreement (the "Credit Agreement") shall be prepared by Winthrop & Hale LLP (Christine Novak, lead partner) in its capacity as counsel to the lead arrangers and administrative agent. The Credit Agreement is to be based on a "Solara-precedent" credit agreement — specifically, a credit agreement from a prior Solar

IX. Syndication Considerations Meridian Atlantic Bank, N.A. (as lead arranger) and Ironclad Capital Markets LLC (as co-arranger) intend to syndicate the Term Loan B to a broad group of institutional investors following the signing of the Merger Agreement. The anticipated investor base includes collateralized loan obligation vehicles (CLOs), credit funds, institutional asset managers, insurance companies, and commerci