Contract analysis

1. Agreement and Plan of Merger (Execution Version): Agreement and Plan of Merger dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP, together with all schedules and exhibits thereto.

2. Rollover Agreement — Jonathan Hargrove: Rollover and Contribution Agreement, execution version dated January 22, 2024, by and between Jonathan Hargrove and Solara Digital Infrastructure Fund VI LP, pursuant to which Mr. Hargrove agreed to contribute 3,868,200 shares of Cloudium common stock (representing 50% of his total holdings) in exchange for rollover equity interests in the surviving entity.

3. Rollover Agreement — Pinnacle Growth Ventures LLC: Rollover and Contribution Agreement, execution version dated January 22, 2024, by and between Pinnacle Growth Ventures LLC and Solara Digital Infrastructure Fund VI LP, pursuant to which Pinnacle agreed to contribute 12,820,320 shares of Cloudium common stock (representing 60% of its total holdings) in exchange for rollover equity interests in the surviving entity

4. Certificate of Merger: Certificate of Merger filed with the Delaware Secretary of State at 11:59 PM Eastern Time on July 9, 2024, effecting the merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc.

5. Form 25 (Nasdaq Delisting): Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) filed with the SEC on July 10, 2024, in connection with the removal of Cloudium's common stock (ticker: CLDM) from the Nasdaq Global Select Market.

6. Form 15 (SEC Deregistration): Form 15 (Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934) filed with the SEC on July 30, 2024.

7. Tax Structuring Memorandum — Section 368 Analysis: Memorandum prepared by Leonard Cross, Partner, Calderwood & Harkness LLP, dated November 1, 2023, analyzing the qualification of the reverse triangular merger as a tax-free reorganization under Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended, for rollover equity participants. The memorandum concludes that the contribution of shares by the rol

8. IRS Form W-9 — Jonathan Hargrove: Request for Taxpayer Identification Number and Certification, collected from Jonathan Hargrove and maintained on file.

9. IRS Form W-9 — Pinnacle Growth Ventures LLC: Request for Taxpayer Identification Number and Certification, collected from Pinnacle Growth Ventures LLC via its Managing Member, Evelyn Carmichael, and maintained on file.

10. Calderwood & Harkness LLP Matter No.: 1041-00003. Lead partner: Harrison Wexford. Tax partner: Leonard Cross. Associates: Katherine Yeh, David Okonkwo.

11. Filing Deadline Compliance: This Form D was filed within the 15-day period required under Rule 503(a) of Regulation D. The first sale of securities occurred on July 9, 2024, at the effective time of the merger. This Form D was filed on July 23, 2024, which is 14 calendar days following the date of first sale, within the 15-day filing requirement. APPENDIX B REGULATION D EXEMPTION ANALYSIS SUMMARY (Internal Use On

I. Rule 506(b) Compliance Analysis The offering of rollover equity interests satisfies all requirements for exemption from registration under Rule 506(b) of Regulation D promulgated under the Securities Act of 1933, as amended. The specific elements of compliance are as follows: A. No General Solicitation or General Advertising No form of general solicitation or general advertising was used in connection with the off

II. Section 4(a)(2) Analysis In addition to the Rule 506(b) safe harbor, the offering independently qualifies for exemption under Section 4(a)(2) of the Securities Act, which exempts "transactions by an issuer not involving any public offering." The relevant factors under the judicial and administrative interpretive framework for Section 4(a)(2) are analyzed below: Number of Offerees: Only two persons were offered th

III. State Securities Law (Blue Sky) Compliance

Section 18(a) of the Securities Act preempts state securities law registration and qualification requirements for securities that are "covered securities," which includes securities offered or sold in transactions exempt from registration under Rule 506 of Regulation D. Accordingly, no state-level registration or qualification of the rollover equity interests is required. Notwithstanding such preemption, certain stat