Contract analysis

I. Introduction and Background A. Transaction Overview This memorandum relates to the closing opinions to be delivered in connection with the acquisition by Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI" or "Parent"), of Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales ("Cloudium" or the "Company"), by means of a reverse triangul

II. Identification of Opinion Parties and Key Entities This Section identifies each of the parties to the opinion documents and the other key entities involved in the transaction, together with relevant organizational and contact information. A. Solara Digital Infrastructure Fund VI LP ("Fund VI") Fund VI is a Delaware limited partnership with Employer Identification Number 87-4523190. Fund VI maintains its principal

III. Documents Reviewed In connection with the preparation of this memorandum and the Closing Opinions, we have reviewed the following documents and materials. Unless otherwise indicated, all documents listed below have been reviewed in their final execution versions. Where documents are to be delivered or executed at closing, we have reviewed the most recent drafts available as of the date of this memorandum and wil

1. Merger Agreement. Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), by and among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP — Execution Version.

2. Equity Commitment Letter. Equity Commitment Letter, dated as of January 22, 2024 (the "ECL"), from Solara Digital Infrastructure Fund VI LP to Stratos Merger Sub Inc., pursuant to which Fund VI has committed to contribute up to $2,832,888,096 in equity to Merger Sub (or its successor) to fund the merger consideration — Execution Version.

3. Limited Guarantee. Limited Guarantee, dated as of January 22, 2024, from Solara Fund VI GP LLC in favor of Cloudium Technologies plc, in the maximum aggregate amount of $246,000,000 (comprising $221,000,000 in respect of the reverse termination fee and $25,000,000 in respect of reimbursement of enforcement costs) — Execution Version.

4. Rollover Agreement — Jonathan Hargrove. Rollover Agreement, dated as of January 22, 2024, between Fund VI and Jonathan Hargrove, providing for the rollover of 50% of Mr. Hargrove's 7,736,400 shares of Cloudium common stock (representing approximately $142,814,544 in value at $36.92 per share) into equity interests in the post-closing structure — Execution Version.

5. Rollover Agreement — Pinnacle Growth Ventures LLC. Rollover Agreement, dated as of January 22, 2024, between Fund VI and Pinnacle Growth Ventures LLC, providing for the rollover of 60% of Pinnacle's 21,367,200 shares of Cloudium common stock (representing approximately $473,241,408 in value at $36.92 per share) into equity interests in the post-closing structure — Execution Version.

6. Voting/Support Agreements. Voting and Support Agreements, dated as of January 22, 2024, between Fund VI and each of Jonathan Hargrove and Pinnacle Growth Ventures LLC, pursuant to which such stockholders have agreed to vote their shares in favor of the Merger and against any alternative proposal — Execution Versions.

7. Stockholder Representative Agreement. Stockholder Representative Agreement, dated as of January 22, 2024, appointing Douglas Pemberton as the Stockholder Representative for purposes of post-closing indemnification matters — Execution Version. B. Financing Documents

8. Credit Agreement. Credit Agreement, dated as of July 9, 2024 (the "Credit Agreement"), among Cloudium Technologies plc (as Borrower), Meridian Atlantic Bank, N.A. (as Administrative Agent), Ironclad Capital Markets LLC (as Co-Arranger), and the lenders party thereto, providing for (a) a $3,740,000,000 Term Loan B facility (bearing interest at SOFR plus 325 basis points, with a maturity date of July 9, 2031) and (b

9. Debt Commitment Letter. Debt Commitment Letter, dated as of January 22, 2024, from Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC to Fund VI, committing to provide up to $4,240,000,000 in aggregate debt financing for the acquisition — Execution Version.

10. Guarantee and Collateral Agreement. Guarantee and Collateral Agreement, dated as of July 9, 2024 (the "GCA"), among the subsidiary guarantors party thereto and Meridian Atlantic Bank, N.A. (as Collateral Agent), providing for subsidiary guarantees and equity pledges in favor of the Collateral Agent for the benefit of the secured parties — Execution Version.

11. Intercreditor Agreement. Intercreditor Agreement, dated as of July 9, 2024 (the "ICA"), among Meridian Atlantic Bank, N.A. (in its capacities as Administrative Agent and Collateral Agent) and the other agents party thereto, setting forth the respective priorities and subordination arrangements among the secured parties — Execution Version.

12. Solvency Certificate. Form of Solvency Certificate to be delivered at closing by the Chief Financial Officer of the surviving entity, certifying as to the solvency of the surviving entity and its subsidiaries on a consolidated basis immediately after giving effect to the Merger and the related transactions, including the incurrence of indebtedness under the Credit Agreement — Form reviewed; execution copy to be d

13. Escrow Agreement. Escrow Agreement, dated as of January 22, 2024, and effective as of the Closing Date (the "Escrow Agreement"), among Solara Digital Infrastructure Fund VI LP, Cobalt Trust Company (as Escrow Agent), and Douglas Pemberton (as Stockholder Representative), providing for the deposit of $544,000,000 (representing 8% of the aggregate deal value) into escrow at closing to secure post-closing indemnific

14. Certificate of Incorporation — Stratos Merger Sub Inc. Certificate of Incorporation of Stratos Merger Sub Inc., filed with the Secretary of State of the State of Delaware on January 8, 2024 (Delaware File No. 7923841).

15. Bylaws — Stratos Merger Sub Inc. Bylaws of Stratos Merger Sub Inc., adopted on January 8, 2024.

16. Board Consent of Stratos Merger Sub Inc. Unanimous Written Consent of the Board of Directors of Stratos Merger Sub Inc., dated as of January 22, 2024, approving the Merger Agreement and the transactions contemplated thereby, including the merger of Merger Sub with and into Cloudium Technologies plc.

17. Written Consent of Sole Stockholder. Written Consent of Solara Digital Infrastructure Fund VI LP, as the sole stockholder of Stratos Merger Sub Inc., dated as of January 22, 2024, approving the Merger Agreement in accordance with Sections 228 and 251 of the DGCL.

18. Resolutions of Solara Fund VI GP LLC (as GP of Fund VI). Resolutions of Solara Fund VI GP LLC, acting in its capacity as general partner of Fund VI, dated as of January 22, 2024, authorizing Fund VI's execution of the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee, the Escrow Agreement, the Rollover Agreements, and the other related transaction documents.

19. Resolutions of Solara Digital GP LLC (as GP of SDILP). Resolutions of Solara Digital GP LLC, acting in its capacity as general partner of Solara Digital Infrastructure Partners LP, dated as of August 14, 2023, authorizing the engagement of counsel and financial advisors and the pursuit of the acquisition of Cloudium Technologies plc.

20. Good Standing Certificates. Certificates of Good Standing for Stratos Merger Sub Inc. and Solara Digital Infrastructure Fund VI LP, each issued by the Secretary of State of the State of Delaware and dated July 3, 2024.

21. Limited Partnership Agreement of Fund VI. Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure Fund VI LP — reviewed for authority provisions, investment mandate, GP discretionary authority, and limitations on partnership activity.

22. Operating Agreement of Solara Fund VI GP LLC. Operating Agreement of Solara Fund VI GP LLC — reviewed for authority provisions, managing member approval requirements, and limitations on LLC activity. E. Certificates and Confirmations

23. Officer's Certificate of Buyer/Merger Sub. Officer's Certificate to be delivered at closing (July 9, 2024), certifying as to the continued accuracy of buyer's representations and warranties and compliance with buyer's covenants under the Merger Agreement as of the Closing Date — Form reviewed; execution copy to be delivered.

24. Secretary's Certificate of Stratos Merger Sub Inc. Secretary's Certificate to be delivered at closing (July 9, 2024), attaching certified copies of organizational documents, resolutions, and incumbency certificates for Merger Sub — Form reviewed; execution copy to be delivered.

25. Secretary's Certificate of Solara Digital Infrastructure Fund VI LP. Secretary's Certificate to be delivered at closing (July 9, 2024), attaching certified copies of organizational documents, resolutions, and incumbency certificates for Fund VI — Form reviewed; execution copy to be delivered. F. Other Documents Reviewed

26. Funds Flow Memorandum. Funds Flow Memorandum — Final Execution Version, dated July 8, 2024, setting forth the wire instructions, amounts, and sequence of all closing-day fund transfers among the transaction parties, the Escrow Agent, and the lenders under the Credit Agreement.

27. Payoff Letter. Payoff Letter from Atlas Commercial Lending Corp., dated July 5, 2024, setting forth the payoff amount of $820,000,000 required to satisfy and discharge Cloudium's existing indebtedness under its senior secured credit facility with Atlas Commercial Lending Corp., together with the related lien release documentation.

28. UCC and Lien Search Results. Uniform Commercial Code and lien search results for relevant filing jurisdictions, including the State of Delaware (Secretary of State), the State of New York (Department of State and New York County Clerk), and the State of California (Secretary of State), conducted as of July 1, 2024.

29. R&W Insurance Policy. Representations and Warranties Insurance Policy (Policy No. NFA-TRI-2024-00487) — reviewed for reference regarding subrogation, coverage interplay with the escrow, and potential impact on indemnification mechanics; no opinion rendered regarding the insurance policy itself.

30. Co-Investment Agreement. Co-Investment Agreement, dated as of January 22, 2024, among Fund VI, Solara Digital Co-Invest VI-A LP, and Fund VI GP, pursuant to which Solara Digital Co-Invest VI-A LP has committed to co-invest up to $425,000,000 alongside Fund VI in connection with the acquisition.

IV. Factual Bases for Opinion Conclusions This Section sets forth the factual bases supporting the principal conclusions in each of the Closing Opinions. The analysis is organized by opinion conclusion: valid existence and good standing, due authorization, and execution and delivery. A. Valid Existence and Good Standing

1. Stratos Merger Sub Inc. Stratos Merger Sub Inc. was incorporated in the State of Delaware on January 8, 2024, by the filing of its Certificate of Incorporation with the Secretary of State of the State of Delaware. Merger Sub was assigned Delaware File Number 7923841. We have reviewed the Certificate of Incorporation as filed, and we confirm that it was duly executed and filed in accordance with Section 101 of the

2. Solara Digital Infrastructure Fund VI LP Fund VI is a limited partnership organized under the laws of the State of Delaware. Fund VI's limited partnership was formed by the filing of a Certificate of Limited Partnership with the Secretary of State of the State of Delaware. Fund VI's general partner is Solara Fund VI GP LLC, a Delaware limited liability company. A Certificate of Good Standing for Fund VI was obtain

3. Solara Fund VI GP LLC Fund VI GP is a limited liability company organized under the laws of the State of Delaware. Fund VI GP serves as the sole general partner of Fund VI and is the guarantor under the Limited Guarantee in favor of Cloudium. We have reviewed the formation documents of Fund VI GP, including its Certificate of Formation as filed with the Secretary of State of the State of Delaware, and its Operatin

1. Stratos Merger Sub Inc. The authorization of the Merger Agreement by Merger Sub required two levels of corporate approval: (a) approval by Merger Sub's board of directors and (b) approval by Merger Sub's sole stockholder. Board Approval. The sole director of Merger Sub executed a Unanimous Written Consent of the Board of Directors, dated as of January 22, 2024, approving the Merger Agreement and the transactions c

2. Solara Digital Infrastructure Fund VI LP The authorization of the Merger Agreement by Fund VI required action by Fund VI GP, as Fund VI's sole general partner, acting on behalf of Fund VI. GP Resolutions. The managing members of Solara Fund VI GP LLC, acting in their capacity as the governing body of Fund VI GP (and, through Fund VI GP, on behalf of Fund VI), adopted resolutions dated as of January 22, 2024 (the "

3. Solara Fund VI GP LLC (for Limited Guarantee) The Limited Guarantee was executed and delivered by Fund VI GP in favor of Cloudium on January 22, 2024. The maximum aggregate amount of Fund VI GP's obligations under the Limited Guarantee is $246,000,000, consisting of $221,000,000 in respect of the reverse termination fee payable by Fund VI under Section 8.03(b) of the Merger Agreement, plus $25,000,000 in respect o

1. Borrower Authorization (Cloudium as Post-Merger Surviving Entity) At the Effective Time, Cloudium will survive the Merger as a wholly owned subsidiary of Fund VI. Immediately following the Effective Time, the board of directors of the surviving corporation will adopt resolutions authorizing the Credit Agreement and the related loan documents. The surviving corporation's Certificate of Incorporation and Bylaws will

2. Fund VI and Merger Sub Authorization for Financing-Related Documents The Fund VI GP Resolutions dated January 22, 2024, expressly authorize Fund VI's execution of all documents contemplated by the Debt Commitment Letter, including the Equity Commitment Letter and any side letters, fee letters, or other agreements related to the debt financing. The Merger Sub board consent similarly contemplates closing actions, in

V. Legal Analysis — Enforceability This Section sets forth the legal analysis supporting the enforceability conclusions in each of the Closing Opinions. For each opinion document, we analyze the applicable enforceability framework, the specific provisions that require analysis, and the conclusions to be rendered. A. General Enforceability Framework Each of the opinion documents is governed by either New York law (the