Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze whether Section 203 of the Delaware General Corporation Law, Title 8, Chapter 1, Subchapter VI (the "DGCL" or "Delaware Code") — Delaware's anti-takeover business combination statute — applies to or otherwise impedes the proposed acquisition of Cloudium Technologies plc ("Cloudium" or the "Company") by Solara Digital Infrastructure Fund VI LP ("Fund VI

II. Background A. Transaction Overview Solara Digital Infrastructure LP, a Delaware limited partnership with headquarters at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801 ("Solara" or the "Sponsor"), is a private equity platform focused on digital infrastructure, cloud computing, and enterprise technology investments. Through its investing fund, Solara Digital Infrastructure Fund VI LP, a Delaware limite

III. Analysis of DGCL § 203 A. Statutory Framework of Section 203

Section 203 of the Delaware General Corporation Law is an anti-takeover statute that restricts certain "business combinations" between a "corporation" (as defined in the statute) and an "interested stockholder" for a period of three years following the date on which the stockholder became an interested stockholder, unless one of three enumerated exceptions is satisfied. The statute was enacted in 1988 in response to

1. Prior Board Approval (§ 203(a)(1)): The board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder prior to the date the stockholder became an interested stockholder. 2. 85% Ownership Threshold (§ 203(a)(2)): Upon consummation of the transaction that resulted in the stockholder becoming an interested stockhol

3. Subsequent Board and Supermajority Stockholder Approval (§ 203(a)(3)): On or subsequent to the date the stockholder became an interested stockholder, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders (not by written consent) by the affirmative vote of at least 66⅔% of the outstanding voting stock not owned by the interested stockholder. Op

IV. Analysis of Analogous UK Provisions A. No UK Statutory Equivalent to DGCL § 203 UK company law, as principally codified in the Companies Act 2006, does not contain a moratorium-style anti-takeover statute equivalent to DGCL § 203. There is no UK statutory provision that restricts business combinations between a UK company and a stockholder holding 15% or more (or any other specified threshold) of the company's vo

V. Practical Recommendations Based on the analysis set forth in this memorandum, we recommend the following actions in connection with the Transaction:

1. No Section 203 Filings, Waivers, or Board Resolutions Required. No filings with the Delaware Secretary of State, no waivers from Cloudium's board of directors, and no board resolutions specifically addressing Section 203 are required in connection with the Transaction. Because Section 203 is inapplicable to Cloudium (as a non-Delaware entity) and poses no impediment to the Merger through Merger Sub (as a newly for

2. Merger Agreement Representations and Covenants. The merger agreement need not contain representations or covenants from Cloudium related to compliance with DGCL § 203, as the statute is inapplicable to a non-Delaware entity. However, we recommend that the merger agreement include (a) a representation from Merger Sub that its board of directors has duly approved the merger agreement and the transactions contemplate

3. UK Takeover Code Confirmation. The Transaction team should coordinate with Albright & Kerr LLP (lead: Fiona McAllister) and Ridgeway Phelps & Sato LLP London (lead: Alistair Fenn) to confirm in writing that the UK Takeover Code does not apply to Cloudium, or, in the alternative, that the Code has been disapplied with respect to the Transaction. If formal confirmation from the Takeover Panel is deemed advisable, th

4. Review of Cloudium's Articles of Association. As a matter of due diligence, we recommend that the Transaction team request from target's counsel (Ridgeway Phelps & Sato LLP) a copy of Cloudium's current articles of association and confirm whether the articles contain any anti-takeover provisions analogous to DGCL § 203, such as restrictions on business combinations or transactions with significant stockholders, po

5. No Analogous UK Statutory Obstacle Identified; Change of Control Provisions. No analogous UK statutory provision has been identified that would restrict the Merger or impose a moratorium on business combinations with significant stockholders of Cloudium. However, certain of Cloudium's commercial contracts may contain change of control provisions that could be triggered by the Transaction and that may require conse

VI. Conclusion Based on the foregoing analysis, our conclusions are as follows: First, DGCL § 203 is inapplicable to Cloudium Technologies plc because Cloudium is incorporated under the laws of England and Wales, not under the laws of the State of Delaware. Section 203, by its express terms, governs only corporations organized under the DGCL. Cloudium's listing on the Nasdaq Global Select Market, its US operations, a