Contract analysis

I. Executive Summary This memorandum analyzes whether the proposed acquisition of Cloudium Technologies plc ("Cloudium" or the "Company") by Solara Digital Infrastructure Fund VI LP ("Fund VI" or "Solara") through a reverse triangular merger with Stratos Merger Sub Inc. ("Merger Sub") constitutes a "going-private transaction" subject to Rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended (the

II. Applicability of Rule 13e-3 A. Statutory and Regulatory Framework

Section 13(e) of the Exchange Act grants the SEC broad authority to regulate the purchase by an issuer of its own securities. Pursuant to this authority, the SEC adopted Rule 13e-3, which imposes specific disclosure and procedural requirements on "going-private transactions." The Rule was promulgated in 1979 in response to concerns that insiders and affiliates of public companies were taking advantage of informationa

1. Cloudium Technologies plc — the issuer. As the subject company of the going-private transaction, Cloudium is a required filing person under Rule 13e-3(d)(1).

2. Solara Digital Infrastructure Fund VI LP — the acquiring entity. Fund VI is the ultimate acquirer in the transaction and the sole stockholder of Merger Sub. Fund VI is an affiliate of the issuer by virtue of the Merger Agreement, which gives Fund VI the contractual right to acquire 100% of Cloudium's equity. Fund VI is directly engaged in the going-private transaction as the party that negotiated, structured, and

3. Stratos Merger Sub Inc. — the merger subsidiary. Merger Sub is a Delaware corporation incorporated on January 8, 2024 (Delaware File No. 7923841), solely for the purpose of effectuating the Merger. Merger Sub is a wholly owned subsidiary of Fund VI and is a direct party to the Merger Agreement. As the entity that will merge with and into Cloudium, Merger Sub is an affiliate engaged in the going-private transaction

4. Solara Fund VI GP LLC — the general partner of Fund VI. As the general partner of Fund VI, Solara Fund VI GP LLC exercises management and control over Fund VI, including the authority to cause Fund VI to enter into and consummate the Merger. Solara Fund VI GP LLC is an affiliate of the issuer through its control of Fund VI and is engaged in the transaction by virtue of exercising that control.

5. Solara Digital GP LLC — the general partner of Solara Digital Infrastructure LP. Solara Digital GP LLC is the general partner of the investment management entity within the Solara fund complex. Depending on the organizational structure, Solara Digital GP LLC may be deemed to exercise indirect control over Fund VI through the chain of control within the Solara organization. We recommend including Solara Digital GP

6. Marcus Elliston — Founder and Managing Partner of Solara. Mr. Elliston is a natural person who exercises control over the Solara fund complex, including Fund VI and its general partner entities. As the ultimate control person of the acquiring entity, Mr. Elliston may be deemed an affiliate of the issuer engaged in the going-private transaction. The SEC Staff has consistently required disclosure of, and filing by,

7. Priya Narasimhan — Co-Managing Partner and Chief Investment Officer of Solara. Ms. Narasimhan shares control of the Solara fund complex with Mr. Elliston and exercises investment authority over Fund VI's portfolio decisions, including the decision to pursue the Cloudium acquisition. As a co-control person of the acquiring entity, Ms. Narasimhan should be included as a filing person on the same basis as Mr. Ellisto

8. Jonathan Hargrove — Chief Executive Officer of Cloudium and rollover participant. Mr. Hargrove is an executive officer of the issuer and therefore an affiliate of Cloudium under Rule 13e-3(a)(1). He is "engaged in" the going-private transaction by virtue of his execution of a Rollover Agreement and a Voting/Support Agreement, each dated January 22, 2024. Mr. Hargrove's agreement to roll over 50% of his equity hold

9. Pinnacle Growth Ventures LLC — significant stockholder of Cloudium. Pinnacle holds 21,367,200 shares of Cloudium common stock, representing approximately 11.6% of the outstanding shares. Pinnacle has two designated representatives on the Cloudium board of directors and has entered into a Rollover Agreement and a Voting/Support Agreement, each dated January 22, 2024, pursuant to which it has agreed to roll over 60%

10. Evelyn Carmichael — Managing Member of Pinnacle Growth Ventures LLC. Ms. Carmichael is the control person of Pinnacle and exercises management authority over Pinnacle's investment decisions, including the decision to enter into the Rollover Agreement and Voting/Support Agreement. As the natural person who controls an affiliate engaged in the going-private transaction, Ms. Carmichael should be included as a filing

III. Disclosure Requirements Under Schedule 13E-3 A. Overview of Required Items Schedule 13E-3 incorporates by reference the disclosure requirements of Regulation M-A, specifically Items 1001 through 1016 of Regulation M-A, as applicable to going-private transactions. The Schedule 13E-3 form itself specifies which Items of Regulation M-A apply and which are inapplicable to a particular type of transaction. In the con

I. Item 1008 — Interest in Securities of the Subject Company Item 1008 of Regulation M-A requires disclosure of the interest in securities of the subject company held by each filing person, including the number and percentage of shares beneficially owned and any transactions in such securities during the preceding 60 days. • Solara / Fund VI: Neither Fund VI nor any of its affiliates (including Merger Sub, Solara Fun