Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the principal United Kingdom tax consequences arising from the proposed acquisition of Cloudium Technologies plc ("Cloudium" or the "Target") by Solara Digital Infrastructure Fund VI LP ("Fund VI") through a reverse triangular merger under the General Corporation Law of the State of Delaware (the "DGCL"). In the proposed transaction, Stratos Merger Sub

II. Transaction Structure Summary A. Reverse Triangular Merger Mechanics The Transaction is structured as a reverse triangular merger under Section 251 of the DGCL. The key structural elements are as follows: Fund VI has caused the incorporation of Stratos Merger Sub Inc. ("Merger Sub"), a Delaware corporation (Delaware File No. 7923841), which was incorporated on January 8, 2024, solely for the purpose of effecting

III. Stamp Duty and Stamp Duty Reserve Tax (SDRT) A. Overview of UK Stamp Duty Framework UK stamp duty is an ad valorem tax imposed on "instruments" (i.e., written documents) that effect or evidence the transfer of "stock or marketable securities" (which includes shares in UK-incorporated companies). The standard rate of stamp duty is 0.5% of the consideration for the transfer, rounded up to the nearest £5. Stamp dut

1. HMRC Clearance or Confirmation. We recommend that the parties consider seeking informal confirmation from HMRC that the cancellation of Cloudium shares in the reverse triangular merger does not give rise to stamp duty or SDRT. While we do not believe a formal statutory clearance is available under the stamp duty or SDRT legislation for this purpose, an informal approach to HMRC's Stamp Taxes team (either by teleph

2. Documentation. It is essential that the Merger Agreement, the certificate of merger, and all other Transaction documentation clearly reflect that the Cloudium shares are cancelled by operation of the DGCL at the Effective Time, and are not transferred to Fund VI, Merger Sub, or any other person. The documentation should avoid language that could be construed as describing a "transfer" or "conveyance" of shares. We

3. Coordination with Target's Counsel. We recommend coordination with Ridgeway Phelps & Sato LLP (Alistair Fenn, London office, 1 Angel Court, London EC2R 7HJ), which serves as counsel to Cloudium, on the mechanics of the share cancellation and the confirmation of the stamp duty/SDRT position. As target's counsel, Ridgeway Phelps & Sato LLP will have primary responsibility for ensuring that the Merger mechanics are p

IV. UK Capital Gains Tax Implications for Shareholders A. UK-Resident Individual Shareholders For a UK-resident individual shareholder of Cloudium, the cancellation of Cloudium shares in the Merger in exchange for cash consideration constitutes a "disposal" for UK capital gains tax purposes. Specifically, the cancellation of shares in exchange for a capital sum (the Per Share Merger Consideration) is treated as a dis

V. UK Corporation Tax — Cloudium Group Considerations A. Tax Residence of Cloudium plc Post-Closing Cloudium plc is incorporated in England and Wales. Under Section 14 of the Corporation Tax Act 2009 ("CTA 2009"), a company incorporated in the United Kingdom is UK tax resident, unless it is treated as resident in another jurisdiction under the provisions of a double tax treaty (the "treaty tiebreaker"). Following the

VI. Transfer Pricing A. Current Intercompany Arrangements The Cloudium group has significant intercompany flows among its various subsidiaries. Based on our preliminary understanding of the group's operational structure: • Cloudium Technologies India Pvt. Ltd. (Bangalore, approximately 2,400 employees) provides research and development services and technical support services to other group entities. It is likely remu

1. Conduct a comprehensive review of existing intercompany agreements within the Cloudium group as part of the ongoing tax due diligence, with particular focus on the characterization and pricing of intercompany service agreements, IP licensing arrangements, and cost-sharing or cost-contribution arrangements involving Cloudium UK.

2. Prepare arm's-length benchmarking studies for any post-Closing restructuring of intercompany arrangements, including any IP migration, changes in Cloudium UK's functional profile, or introduction of management fee arrangements.

3. A detailed analysis of post-Closing integration transfer pricing matters will be provided in a separate memorandum (Tax Memorandum — Post-Closing Integration Tax Considerations) to be prepared following the Closing.

4. Coordinate with Glenmore Thornton LLP (Vanessa Liu, Financial Due Diligence lead; Richard Okamura, Transaction Tax lead) to ensure that transfer pricing matters are fully addressed in the due diligence process and in the integration planning.

VII. Corporate Interest Restriction (CIR) A. Overview. The UK Corporate Interest Restriction ("CIR") rules, enacted by Part 10 of TIOPA 2010 (as inserted by the Finance (No. 2) Act 2017) and effective for periods of account beginning on or after April 1, 2017, limit the amount of net interest expense that a UK group may deduct for corporation tax purposes. The CIR rules implement the interest limitation recommendatio