Contract analysis

I. Executive Summary The purpose of this memorandum is to outline the recommended corporate restructuring steps, subsidiary reorganization actions, intercompany agreement framework, and post-closing corporate governance matters arising from the successful closing of the acquisition of Cloudium Technologies plc ("Cloudium" or the "Company") by Solara Digital Infrastructure Fund VI LP ("Fund VI") through the reverse tr

II. Current Post-Closing Corporate Structure A. Organizational Chart Description The post-closing organizational structure of the Cloudium group, as it exists immediately following the closing of the Merger, is described below. A graphical organizational chart is attached as Appendix A to this memorandum. Sponsor Platform. Solara Digital Infrastructure LP, a Delaware limited partnership, serves as the sponsor platfor

III. Re-Domestication: Conversion of Cloudium Technologies plc to Cloudium Inc. A. Rationale Cloudium Technologies plc is currently incorporated as a public limited company under the laws of England and Wales. Following the successful completion of the going-private transaction and the delisting of Cloudium's common stock from the Nasdaq Global Select Market, there is no longer a commercial or regulatory justificatio

IV. Subsidiary Reorganization A. Overview and Objectives In addition to the re-domestication of the parent entity, we recommend a rationalization of the subsidiary structure of the Cloudium group in order to achieve tax efficiency, operational simplicity, and alignment with Solara's standard portfolio-company holding structure. Solara has historically organized its portfolio companies through a tiered holding company

V. Intercompany Agreements A. Overview Following the closing of the Merger and the implementation of the restructuring steps described in Sections III and IV, the Cloudium group will require a comprehensive framework of intercompany agreements to govern the flow of goods, services, intellectual property licenses, and funding among the parent entity (Cloudium Inc., following re-domestication) and its operating subsidi