CLOSING AGENDA AND SEQUENCE OF EVENTS

CLOSING AGENDA AND SEQUENCE OF EVENTS
CONFIDENTIAL — FOR USE BY CLOSING PARTICIPANTS ONLY
Prepared by: Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Matter No.: 1041-00003
Date: July 8, 2024
Re: Acquisition of Cloudium Technologies plc (Company No. 09734521) by Solara Digital Infrastructure Fund VI LP, pursuant to the Agreement and Plan of Merger dated January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, a public limited company organized under the laws of England and Wales ("Cloudium" or the "Company"), Stratos Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Fund VI ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI" or "Buyer")
Transaction Structure: Reverse triangular merger; Stratos Merger Sub Inc. merges with and into Cloudium Technologies plc, with Cloudium surviving as a wholly owned subsidiary of Fund VI
Closing Date: July 9, 2024
Effective Time of Merger: 11:59 PM Eastern Time, July 9, 2024
Aggregate Deal Value: $6,800,000,000 ($36.92 per share × 184,200,000 shares of Cloudium common stock outstanding)
Distribution: This Closing Agenda and all attachments hereto are confidential and are intended solely for use by the closing participants identified herein. This document may not be reproduced, distributed, or disclosed to any person other than the intended recipients without the prior written consent of Calderwood & Harkness LLP.
Prepared by: Tiffany Rosenthal, Lead Associate, and Andrew Fitzpatrick, Working Associate, under the supervision of Harrison Wexford, Responsible Partner, Calderwood & Harkness LLP.
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SECTION 1: OVERVIEW AND GENERAL INSTRUCTIONS
1.1 Purpose
This Closing Agenda sets forth the choreographed sequence of deliverables, funding actions, filings, and confirmations to be completed on the Closing Date (July 9, 2024) to consummate the merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc pursuant to the Merger Agreement (the "Merger"). This Closing Agenda has been prepared by Calderwood & Harkness LLP, counsel to the Buyer, and has been circulated to all closing participants for coordination purposes.
All actions described herein are to be performed in the order specified unless otherwise agreed by counsel for the respective parties. To the extent that any action requires the consent, confirmation, or cooperation of a party other than the party primarily responsible for such action, the parties shall use commercially reasonable efforts to provide such consent, confirmation, or cooperation in a timely manner consistent with the schedule set forth herein.
The effective time of the Merger shall be 11:59 PM Eastern Time on July 9, 2024, as set forth in the Certificate of Merger to be filed with the Secretary of State of the State of Delaware. All references to times herein are to Eastern Time unless otherwise indicated.
This Closing Agenda is intended to serve as a practical guide for the closing and does not create any independent rights or obligations. In the event of any conflict or inconsistency between this Closing Agenda and the Merger Agreement or any ancillary document, the terms of the Merger Agreement or such ancillary document, as applicable, shall control in all respects.
1.2 Governing Agreements
The closing of the Merger will be effected pursuant to, and in accordance with the terms and conditions of, the following principal agreements and documents (collectively, the "Transaction Documents"):
1.  Agreement and Plan of Merger dated January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP (the "Merger Agreement").
2.  Debt Commitment Letter dated January 22, 2024, from Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC (collectively, the "Commitment Parties") to Solara Digital Infrastructure Fund VI LP, committing to provide the debt financing for the transaction (the "Debt Commitment Letter" or "DCL").
3.  Credit Agreement dated as of the Closing Date, among Cloudium Technologies plc (as Borrower), Meridian Atlantic Bank, N.A. (as Administrative Agent), Ironclad Capital Markets LLC (as Co-Arranger and Joint Lead Bookrunner), and the lenders party thereto from time to time (the "Credit Agreement").
4.  Equity Commitment Letter dated January 22, 2024, from Solara Digital Infrastructure Fund VI LP to Stratos Merger Sub Inc., committing to fund the equity portion of the merger consideration (the "Equity Commitment Letter" or "ECL").
5.  Escrow Agreement dated January 22, 2024 (effective at the Closing), among Solara Digital Infrastructure Fund VI LP, Cobalt Trust Company (as Escrow Agent), and Douglas Pemberton (as Stockholder Representative) (the "Escrow Agreement").
6.  Rollover Agreements dated January 22, 2024, between Solara Digital Infrastructure Fund VI LP and each of (a) Jonathan Hargrove and (b) Pinnacle Growth Ventures LLC, pursuant to which certain existing shares of Cloudium common stock will be converted into equity interests in the surviving entity (collectively, the "Rollover Agreements").
7.  Limited Guarantee dated January 22, 2024, by Solara Fund VI GP LLC (as general partner of Fund VI) in favor of Cloudium Technologies plc, guaranteeing certain payment obligations of the Buyer under the Merger Agreement (the "Limited Guarantee").
8.  Representations and Warranties Insurance Policy No. NFA-TRI-2024-00487, issued by Northfield Assurance Ltd., providing buyer-side representations and warranties insurance in connection with the Merger (the "R&W Insurance Policy").
1.3 Key Participants and Contact Information
Set forth below is a list of the key participants in the transaction, together with their respective contact information. All closing communications should be directed to the individuals identified below unless otherwise indicated.
Buyer / Fund VI
Solara Digital Infrastructure Fund VI LP 1200 Market Street, Suite 3400 Wilmington, DE 19801
•  Marcus Elliston, Founder & Managing Partner
•  Priya Narasimhan, Co-Managing Partner & Chief Investment Officer
Merger Sub.  Stratos Merger Sub Inc. 1209 Orange Street Wilmington, DE 19801 Delaware File No. 7923841
Target.  Cloudium Technologies plc (Company No. 09734521)
US Headquarters: 600 Townsend Street, Suite 800 San Francisco, CA 94103
Registered Office: 45 Broadwick Street London W1F 0DB
•  Jonathan Hargrove, Chief Executive Officer
•  Sienna Whitfield, Chief Financial Officer
•  Nadia Chowdhury, General Counsel
Buyer's Counsel.  Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
•  Harrison Wexford, Responsible Partner
•  Beatrice Holloway, Partner
•  Tiffany Rosenthal, Lead Associate
•  Andrew Fitzpatrick, Working Associate
Target's Counsel.  Ridgeway Phelps & Sato LLP 375 Park Avenue New York, NY 10152
•  Catherine Answorth, Partner
•  Alistair Fenn, Partner
Lead Arranger / Administrative Agent
Meridian Atlantic Bank, N.A. 383 Madison Avenue New York, NY 10179
•  Graham Whitaker, Managing Director, Leveraged Finance
Co-Arranger.  Ironclad Capital Markets LLC 200 West Street New York, NY 10282
•  Samuel Diaz, Director, Leveraged Finance
Lenders' Counsel.  Winthrop & Hale LLP 901 New York Avenue NW Washington, DC 20001
•  Christine Novak, Partner
Escrow Agent / Paying Agent
Cobalt Trust Company 100 Wall Street New York, NY 10005
•  Laura Ng, Vice President, Escrow Services
Transfer Agent.  Cascade Corporate Services Inc. 6201 15th Avenue Brooklyn, NY 11219
Existing Lender (Payoff)
Atlas Commercial Lending Corp. 300 Vesey Street New York, NY 10281
Payoff letter dated July 5, 2024
R&W Insurance Carrier
Northfield Assurance Ltd. 30 St Mary Axe London EC3A 8BF
•  Patrick Graves, Senior Vice President
R&W Insurance Broker
Peregrine Advisory Group LLC 1166 Avenue of the Americas New York, NY 10036
•  Timothy Gallagher, Managing Director
Stockholder Representative.  Douglas Pemberton Independent Board Chair of Cloudium Technologies plc
Rollover Shareholders.  
•  Jonathan Hargrove — 4.2% of outstanding Cloudium common stock (7,736,400 shares); rolling over 50% (3,868,200 shares, approximately $142,814,544 in value)
•  Pinnacle Growth Ventures LLC — 11.6% of outstanding Cloudium common stock (21,367,200 shares); rolling over 60% (12,820,320 shares, approximately $473,241,408 in value)
Evelyn Carmichael, Managing Member 777 Third Avenue, 28th Floor New York, NY 10017
Buyer's Financial Advisor
Osprey Bancroft & Co. 280 Park Avenue New York, NY 10017
•  Damien Harlow, Managing Director
Buyer's Accounting / Tax Advisor
Glenmore Thornton LLP 30 Hudson Yards New York, NY 10001
•  Richard Okamura, Partner
•  Vanessa Liu, Managing Director
Target's Auditor.  Harwell & Dobson LLP 200 Clarendon Street Boston, MA 02116
•  Martin Chisholm, Engagement Partner
1.4 Assumptions / Pre-Conditions Already Satisfied
The following conditions precedent to the Closing have been satisfied or, where applicable, waived in accordance with the terms of the Merger Agreement, and are not subject to further action on the Closing Date. Each of the following is listed for reference only and to confirm that no further action is required with respect thereto.
Regulatory Approvals:
(a) Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act): The initial 30-day waiting period under the HSR Act expired on March 11, 2024. No Second Request was issued by the Federal Trade Commission or the Antitrust Division of the Department of Justice. HSR clearance has been obtained, and the parties are free to consummate the transaction.
(b) United Kingdom Competition and Markets Authority (CMA): Phase 1 unconditional clearance was granted on April 3, 2024, under Case No. ME/7184/24. The CMA determined that the transaction does not give rise to a realistic prospect of a substantial lessening of competition within any market or markets in the United Kingdom.
(c) Committee on Foreign Investment in the United States (CFIUS): A voluntary notice was not submitted, as no identified national-security nexus was determined to exist in connection with the transaction. Buyer's counsel conducted a CFIUS risk assessment and concluded that a voluntary filing was not warranted.
(d) EU Merger Regulation (Council Regulation (EC) No. 139/2004): No filing was required under the EU Merger Regulation, as the applicable EU jurisdictional thresholds were not met based on the parties' respective revenue figures.
Stockholder Approval:
The stockholders of Cloudium Technologies plc approved the Merger Agreement and the transactions contemplated thereby at a special meeting of stockholders held on May 20, 2024. Approximately 82.4% of the shares of Cloudium common stock present and entitled to vote were voted in favor of the adoption of the Merger Agreement, exceeding the required threshold.
No Governmental Restraint:
As confirmed by counsel for each party on July 2, 2024, no governmental order, injunction, decree, or proceeding is in effect that would prohibit, restrain, or otherwise prevent the consummation of the Merger.
Material Third-Party Change of Control Consents:
All material third-party change of control consents required under the Merger Agreement have been obtained, including without limitation:
(a) Aegis Federal Solutions Inc. — Written consent received under the Master SaaS Agreement (approximately $84,000,000 in annual recurring revenue), consenting to the change of control of Cloudium resulting from the Merger.
(b) Helix Data Systems GmbH — Consent received under the Technology License Agreement, consenting to the change of control of Cloudium resulting from the Merger.
Pre-Closing Deliverables:
Pre-closing deliverables were exchanged among the parties on July 8, 2024, and are currently held in escrow, subject to release at the Closing as described in Section 2 below.
Estimated Closing Statement:
Cloudium delivered the Estimated Closing Statement on July 8, 2024, in accordance with Section 2.7 of the Merger Agreement. The Estimated Closing Statement is subject to the post-closing working-capital adjustment procedures set forth in the Merger Agreement.
Good Standing Certificates:
Good standing certificates have been obtained for each of the following entities from the Delaware Secretary of State, each dated July 3, 2024:
(a) Stratos Merger Sub Inc. (Delaware File No. 7923841)
(b) Solara Digital Infrastructure Fund VI LP
Payoff Letter:
A payoff letter was received from Atlas Commercial Lending Corp. dated July 5, 2024, setting forth the aggregate payoff amount of $820,000,000 required to discharge Cloudium's existing indebtedness in full. The payoff amount comprises $620,000,000 outstanding under the existing term loan and $200,000,000 drawn under the existing revolving credit facility, in each case under the credit agreement dated March 15, 2021, among Cloudium, Atlas Commercial Lending Corp. (as administrative agent), and the lenders party thereto. The payoff letter includes wire instructions for the remittance of the payoff amount and provides for the release of all liens and security interests upon receipt of such funds.
1.5 Funds Flow Summary (Cross-Reference)
For complete wire amounts, wire instructions, account details, and allocation schedules, please refer to the Funds Flow Memorandum — Final Execution Version, dated July 8, 2024, prepared by Calderwood & Harkness LLP and circulated to all closing participants (the "Funds Flow Memorandum"). The following is a high-level summary of the sources and uses of funds in connection with the Closing.
Sources of Funds
Uses of Funds
Escrow.  An escrow amount of $544,000,000 (representing approximately 8% of the aggregate deal value of $6,800,000,000) shall be deposited with Cobalt Trust Company as Escrow Agent pursuant to the terms of the Escrow Agreement. The escrow amount is funded from the merger consideration and is withheld from the amounts otherwise distributable to selling stockholders. The escrow mechanics are described in greater detail in Step 4.2 below.
SECTION 2: PRE-CLOSING ACTIONS (JULY 8, 2024 – MORNING OF JULY 9, 2024)
The following pre-closing actions have been completed or are to be completed prior to the commencement of the Closing Sequence on July 9, 2024. Each step is described in the order in which it occurs or is expected to occur.
Step 2.1 — Distribution of Final Funds Flow Memorandum
Timing: July 8, 2024 (completed)
Action: Calderwood & Harkness LLP distributed the final execution-version Funds Flow Memorandum to all parties, including confirmed wire instructions for each payment to be made on the Closing Date. The Funds Flow Memorandum sets forth in detail the amount, source, destination, and timing of each wire transfer, together with the ABA routing numbers, SWIFT codes (where applicable), account numbers, and beneficiary information for each receiving account.
Responsible Party: Tiffany Rosenthal, Lead Associate, Calderwood & Harkness LLP
Recipients: The Funds Flow Memorandum was distributed to the following individuals and their respective counsel:
•  Marcus Elliston and Priya Narasimhan (Solara Digital Infrastructure Fund VI LP)
•  Graham Whitaker (Meridian Atlantic Bank, N.A.)
•  Samuel Diaz (Ironclad Capital Markets LLC)
•  Laura Ng (Cobalt Trust Company)
•  Atlas Commercial Lending Corp.
•  Catherine Answorth (Ridgeway Phelps & Sato LLP, on behalf of Cloudium Technologies plc)
•  Cascade Corporate Services Inc.
All recipients were requested to confirm by return email that they had received the Funds Flow Memorandum and that the wire instructions set forth therein for their respective accounts were accurate and complete. Such confirmations have been received from all recipients as of the date hereof.
Step 2.2 — Exchange and Review of Pre-Closing Deliverables
Timing: July 8, 2024 (completed)
Action: The following closing deliverables were exchanged in escrow (subject to release at Closing upon mutual confirmation that all closing conditions have been satisfied or waived) on July 8, 2024:
Buyer-Side Deliverables (prepared and held by Calderwood & Harkness LLP):
(a) Officer's Certificate of Buyer / Merger Sub — Certificate executed by an authorized officer of Stratos Merger Sub Inc. and Solara Digital Infrastructure Fund VI LP, certifying the bring-down of representations and warranties of the Buyer and Merger Sub contained in Article V of the Merger Agreement and compliance with the covenants and obligations of the Buyer and Merger Sub thereunder.
(b) Secretary's Certificate of Stratos Merger Sub Inc. — Certificate of the Secretary (or equivalent officer) of Stratos Merger Sub Inc., attaching certified copies of the certificate of incorporation, bylaws, resolutions of the board of directors and the sole stockholder (Fund VI) authorizing the Merger and the execution, delivery, and performance of the Merger Agreement and the other Transaction Documents, and an incumbency certificate for all officers authorized to execute documents on behalf of Merger Sub.
(c) Secretary's Certificate of Solara Digital Infrastructure Fund VI LP — Certificate of the Secretary (or equivalent officer) of Solara Fund VI GP LLC (as general partner of Fund VI), attaching certified copies of the limited partnership agreement of Fund VI, resolutions of the general partner authorizing the transactions contemplated by the Merger Agreement, and an incumbency certificate for all authorized signatories.
(d) Executed signature pages to the Escrow Agreement — Signature pages executed by Fund VI, held by Calderwood & Harkness LLP pending release at Closing.
Target-Side Deliverables (prepared and held by Ridgeway Phelps & Sato LLP):
(e) Officer's Certificate of Cloudium — Certificate executed by an authorized officer of Cloudium Technologies plc, certifying the bring-down of representations and warranties of the Company contained in Article IV of the Merger Agreement and compliance with the covenants and obligations of the Company thereunder.
(f) Secretary's Certificate of Cloudium — Certificate of the Company Secretary of Cloudium Technologies plc, attaching certified copies of the certificate of incorporation, articles of association, board resolutions and stockholder approval authorizing the Merger, and an incumbency certificate for all officers authorized to execute documents on behalf of the Company.
(g) FIRPTA Certificate — Certificate pursuant to Sections 1445 and 897 of the Internal Revenue Code of 1986, as amended, certifying that Cloudium Technologies plc is not, and has not been during the relevant period, a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.
(h) Executed signature pages to the Escrow Agreement — Signature pages executed by Douglas Pemberton (as Stockholder Representative), held by Ridgeway Phelps & Sato LLP pending release at Closing.
Documents to Be Executed at Closing (held for execution on July 9, 2024):
(i) Solvency Certificate — To be executed by Sienna Whitfield, CFO of the surviving entity, at Closing (see Step 3.3 below).
(j) R&W Insurance No-Claims Declaration — To be executed by Solara at Closing (see Step 3.4 below).
Lender-Side Deliverables (prepared and held by Winthrop & Hale LLP):
(k) Executed signature pages to the Credit Agreement — Signature pages executed by Meridian Atlantic Bank, N.A. (as Administrative Agent), Ironclad Capital Markets LLC (as Co-Arranger), and each of the lenders in the lending syndicate, held in escrow by Winthrop & Hale LLP pending release at Closing.
(l) Executed signature pages to the Guarantee and Collateral Agreement — Held in escrow by Winthrop & Hale LLP.
(m) Executed signature pages to the Intercreditor Agreement — Held in escrow by Winthrop & Hale LLP.
Responsible Parties: Calderwood & Harkness LLP (buyer-side documents); Ridgeway Phelps & Sato LLP (target-side documents); Winthrop & Hale LLP (lender-side documents).
Step 2.3 — Confirmation of Wire Instructions
Timing: Morning of July 9, 2024 (no later than 8:00 AM ET)
Action: Each party identified below shall confirm, by email or telephone callback to the designated contact at Calderwood & Harkness LLP, that the wire instructions previously provided in the Funds Flow Memorandum remain accurate and that its designated account is open, operational, and ready to receive (or transmit, as applicable) funds. Telephone callbacks should be made to previously established numbers on file; no wire instructions should be changed based solely on email communication without telephonic verification.
Confirmations required from the following parties:
(a) Meridian Atlantic Bank, N.A. (Graham Whitaker) — Confirmation of readiness to wire Term Loan B funding proceeds ($3,740,000,000) to the designated closing account upon authorization.
(b) Solara Digital Infrastructure Fund VI LP (Marcus Elliston or Priya Narasimhan) — Confirmation of readiness to wire equity contribution ($2,832,888,096) to the designated closing account upon authorization.
(c) Cobalt Trust Company (Laura Ng) — Confirmation that the indemnity escrow account is open, operational, and ready to receive the escrow deposit ($544,000,000). Account number to be confirmed telephonically.
(d) Atlas Commercial Lending Corp. — Confirmation that wire instructions set forth in the payoff letter dated July 5, 2024, remain accurate and that Atlas is prepared to issue a payoff confirmation upon receipt of the payoff amount ($820,000,000).
(e) Cascade Corporate Services Inc. — Confirmation that the paying agent / exchange fund account is open and ready to receive the exchange fund deposit ($6,183,944,048).
(f) Ridgeway Phelps & Sato LLP (Catherine Answorth) — Target-side confirmation that all wire instructions and account information previously provided on behalf of Cloudium and its advisors remain accurate.
All confirmations are to be received by Tiffany Rosenthal (C&H) no later than 8:00 AM ET on July 9, 2024. Any discrepancy in wire instructions must be reported immediately and resolved prior to the commencement of the Closing Sequence.
Step 2.4 — Final Bring-Down Confirmations
Timing: Morning of July 9, 2024
Action: Counsel for each party shall provide verbal and/or written confirmation to the other parties' counsel that all conditions to the Closing set forth in Articles VII and VIII of the Merger Agreement have been satisfied or, to the extent permitted, waived, and that such party is prepared to proceed with the Closing. Specifically, the following confirmations shall be provided:
(a) Confirmation that all conditions to the obligation of the parties to consummate the Merger, as set forth in Article VII (conditions to each party's obligations) and Article VIII (conditions to the respective parties' obligations) of the Merger Agreement, have been satisfied or waived.
(b) Confirmation that no material adverse effect (as defined in the Merger Agreement) has occurred with respect to Cloudium Technologies plc or its subsidiaries since the date of the Merger Agreement.
(c) Confirmation that no governmental restraint, injunction, order, or decree is in effect that prohibits, restrains, or otherwise prevents the consummation of the Merger.
(d) Confirmation that no litigation, action, or proceeding has been commenced (or, to the knowledge of such party, threatened) by any governmental authority or other person that would reasonably be expected to prevent or materially delay the consummation of the Merger.
Responsible Parties:
•  Harrison Wexford, Calderwood & Harkness LLP (on behalf of the Buyer, Merger Sub, and Fund VI)
•  Catherine Answorth, Ridgeway Phelps & Sato LLP (on behalf of the Company)
Upon receipt of mutual confirmation from both parties' counsel, the Closing Sequence shall commence as set forth in Section 3 below.
SECTION 3: CLOSING SEQUENCE — JULY 9, 2024 (MORNING / MIDDAY)
Upon completion of the Pre-Closing Actions set forth in Section 2 and mutual confirmation by counsel that all closing conditions have been satisfied, the following Closing Sequence shall commence. Each step is to be completed in the order and at the time indicated unless otherwise agreed by counsel for the parties.
Step 3.1 — Release of Pre-Closing Deliverables from Escrow
Timing: 9:00 AM ET
Action: Upon mutual confirmation that all conditions to the Closing have been satisfied or waived, all pre-closing deliverables that were exchanged in escrow on July 8, 2024 (as described in Step 2.2 above) shall be deemed released from escrow and shall become effective and fully operative for all purposes. Such release shall occur simultaneously with the delivery of legal opinions described in Step 3.2 below.
Confirmation: The release of pre-closing deliverables shall be confirmed by an email exchange among the following individuals, each acting on behalf of their respective clients:
•  Harrison Wexford, Calderwood & Harkness LLP (on behalf of the Buyer)
•  Catherine Answorth, Ridgeway Phelps & Sato LLP (on behalf of the Company)
•  Christine Novak, Winthrop & Hale LLP (on behalf of the Lenders)
Each such individual shall send an email to the other participants confirming that (i) all closing conditions applicable to its client have been satisfied, (ii) its client's pre-closing deliverables are released from escrow, and (iii) the Closing Sequence may proceed. No deliverable shall be deemed released until all three confirmations have been received.
Step 3.2 — Delivery of Legal Opinions
Timing: 9:00 AM ET (concurrent with Step 3.1)
Action: Calderwood & Harkness LLP shall deliver the following closing legal opinions, each dated the Closing Date and addressed to the respective recipients:
(a) Legal Opinion to Meridian Atlantic Bank, N.A. (as Administrative Agent) — Opinion addressed to Meridian Atlantic Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, on behalf of itself and the lenders party thereto, opining as to the due authorization, execution, delivery, and enforceability of the Credit Agreement, the Guarantee and Collateral Agreement, the Intercreditor Agreement, and the related loan documents against the borrower and each subsidiary guarantor party thereto, subject to customary assumptions, qualifications, and exceptions.
(b) Legal Opinion to Cobalt Trust Company — Opinion addressed to Cobalt Trust Company, as Escrow Agent, opining as to the due authorization, execution, delivery, and enforceability of the Escrow Agreement against each of the parties thereto (other than the Escrow Agent), subject to customary assumptions, qualifications, and exceptions.
(c) Legal Opinion (Delaware Law) to Cloudium Technologies plc — Opinion addressed to Cloudium Technologies plc opining as to the due organization, valid existence, and good standing of Stratos Merger Sub Inc. and Solara Digital Infrastructure Fund VI LP under the laws of the State of Delaware, the due authorization of the Merger and the execution, delivery, and performance of the Merger Agreement and the other Transaction Documents by each of Merger Sub and Fund VI, and the enforceability of the Merger Agreement and such other Transaction Documents against each of Merger Sub and Fund VI, subject to customary assumptions, qualifications, and exceptions.
Responsible Party: Harrison Wexford, Partner, Calderwood & Harkness LLP
All opinions shall be delivered by email (with originals to follow by overnight courier) to the respective addressees and their counsel. Ridgeway Phelps & Sato LLP is expected to deliver its legal opinions to the Buyer concurrently with the foregoing; the target-side opinions are not described in this Closing Agenda but are referenced in the Master Closing Checklist.
Step 3.3 — Delivery of Solvency Certificate
Timing: 9:15 AM ET
Action: Sienna Whitfield, Chief Financial Officer of Cloudium Technologies plc (in her capacity as CFO of the surviving entity after giving effect to the Merger), shall execute and deliver the Solvency Certificate, in the form prepared by Calderwood & Harkness LLP and previously reviewed by Ridgeway Phelps & Sato LLP and Winthrop & Hale LLP. The Solvency Certificate shall certify that, after giving pro forma effect to the Merger, the incurrence of the debt financing under the Credit Agreement, the repayment of existing indebtedness owed to Atlas Commercial Lending Corp., and the payment of all transaction expenses:
(a) the surviving entity and its subsidiaries, taken as a whole, are solvent;
(b) the fair value of the assets of the surviving entity and its subsidiaries, taken as a whole, exceeds their total liabilities (including contingent and subordinated liabilities);
(c) the surviving entity and its subsidiaries, taken as a whole, are able to pay their debts as they become due; and
(d) the surviving entity and its subsidiaries, taken as a whole, have adequate capital to carry on their business as presently conducted.
Recipient: Meridian Atlantic Bank, N.A. (as Administrative Agent under the Credit Agreement) and Calderwood & Harkness LLP
Form: The form of Solvency Certificate was prepared by Calderwood & Harkness LLP and is attached as Exhibit K to the Credit Agreement.
Step 3.4 — Delivery of R&W Insurance No-Claims Declaration
Timing: 9:15 AM ET
Action: Solara Digital Infrastructure Fund VI LP shall execute and deliver the No-Claims Declaration to Northfield Assurance Ltd. (R&W Insurance Carrier), certifying that, as of the Closing Date, Fund VI has no knowledge of any breach of the seller's representations and warranties contained in Article IV of the Merger Agreement that would reasonably be expected to give rise to a claim under the R&W Insurance Policy (Policy No. NFA-TRI-2024-00487). The No-Claims Declaration is a condition to the effectiveness of the R&W Insurance Policy as of the Closing.
Responsible Party: Marcus Elliston, Founder & Managing Partner, or other authorized signatory of Solara Digital Infrastructure Fund VI LP
Copy to: Peregrine Advisory Group LLC (Timothy Gallagher, Managing Director), as R&W insurance broker, for its records and to facilitate confirmation of policy effectiveness.
Step 3.5 — Execution and Release of Credit Agreement and Related Documents
Timing: 9:30 AM ET
Action: The executed signature pages to the Credit Agreement and related loan documents, which have been held in escrow by Winthrop & Hale LLP since July 8, 2024, shall be released and the following documents shall become effective:
(a) Credit Agreement — Among Cloudium Technologies plc (as Borrower), Meridian Atlantic Bank, N.A. (as Administrative Agent), Ironclad Capital Markets LLC (as Co-Arranger and Joint Lead Bookrunner), and the lenders party thereto, providing for:
•  Term Loan B: $3,740,000,000 aggregate principal amount; interest rate of Term SOFR plus 325 basis points per annum (with a SOFR floor of 0.50%); maturity date of July 9, 2031 (7-year tenor).
•  Revolving Credit Facility: $500,000,000 aggregate commitment amount ($0 drawn at the Closing); interest rate of Term SOFR plus 275 basis points per annum; maturity date of July 9, 2029 (5-year tenor). Commitment fee of 0.375% per annum on undrawn commitments, commencing as of the Closing Date.
(b) Guarantee and Collateral Agreement — Pursuant to which each domestic subsidiary of Cloudium Technologies plc shall guarantee the obligations of the Borrower under the Credit Agreement and shall pledge all of its equity interests (and substantially all of its other assets) as collateral for such obligations.
(c) Intercreditor Agreement — Among Meridian Atlantic Bank, N.A. (as First Lien Agent), Solara Digital Infrastructure Fund VI LP, and such other secured parties as may be party thereto, establishing the relative priorities of the liens on collateral and the rights and obligations of the respective secured parties.
Responsible Parties: Winthrop & Hale LLP (lender-side coordination and release of signature pages); Calderwood & Harkness LLP (borrower-side coordination and release of signature pages)
Confirmation: Christine Novak (Winthrop & Hale LLP) shall confirm by email to Graham Whitaker (Meridian Atlantic Bank, N.A.) and Harrison Wexford (Calderwood & Harkness LLP) that all credit documents have been duly executed and delivered by all parties thereto and are in full force and effect as of the Closing Date.
Step 3.6 — Term Loan B Funding
Timing: 10:00 AM ET
Action: Meridian Atlantic Bank, N.A. (as Administrative Agent, acting on behalf of the lending syndicate party to the Credit Agreement) shall initiate and complete a wire transfer of $3,740,000,000 in Term Loan B proceeds to the designated closing / funding account identified in the Funds Flow Memorandum.
Wire destination: Designated closing / funding account at Meridian Atlantic Bank, N.A. (per the Funds Flow Memorandum)
Confirmation required: Graham Whitaker (Meridian Atlantic Bank, N.A.) shall provide wire confirmation (including the Fedwire reference number) to Calderwood & Harkness LLP (Tiffany Rosenthal) and Winthrop & Hale LLP (Christine Novak) promptly upon completion of the wire transfer.
Note: The Revolving Credit Facility ($500,000,000 aggregate commitment amount) shall not be drawn at the Closing. The commitment fee of 0.375% per annum on the undrawn revolving commitments shall commence accruing on the Closing Date.
Step 3.7 — Equity Contribution Funding
Timing: 10:00 AM ET (concurrent with Step 3.6)
Action: Solara Digital Infrastructure Fund VI LP (EIN: 87-4523190) shall initiate and complete a wire transfer of $2,832,888,096 in cash equity contribution to the designated closing / funding account identified in the Funds Flow Memorandum. The equity contribution includes the $425,000,000 co-investment from Solara Digital Co-Invest VI-A LP, which has been funded to Fund VI in accordance with the co-investment arrangements and is being contributed as part of Fund VI's aggregate equity contribution. The equity contribution is being made pursuant to the Equity Commitment Letter dated January 22, 2024.
Wire destination: Designated closing / funding account at Meridian Atlantic Bank, N.A. (per the Funds Flow Memorandum)
Confirmation required: Fund VI (or its designee) shall provide wire confirmation (including the Fedwire reference number) to Calderwood & Harkness LLP (Tiffany Rosenthal) promptly upon completion of the wire transfer.
Step 3.8 — Confirmation of Receipt of All Closing Funds
Timing: By 11:00 AM ET
Action: Calderwood & Harkness LLP shall confirm the receipt of all closing funds in the designated closing / funding account, in the following amounts:
The rollover equity of $616,055,952 does not involve any cash movement on the Closing Date. Rather, the shares of Cloudium common stock held by the rollover shareholders (Jonathan Hargrove and Pinnacle Growth Ventures LLC) that are subject to the Rollover Agreements will be converted into equity interests in the surviving entity at the Effective Time of the Merger, as described in Step 4.5 below.
Responsible Party: Tiffany Rosenthal, Lead Associate, Calderwood & Harkness LLP, in coordination with Cobalt Trust Company (Laura Ng) and Meridian Atlantic Bank, N.A. (Graham Whitaker).
Upon confirmation that all closing funds have been received, Calderwood & Harkness LLP shall notify all parties that the disbursement sequence set forth in Section 4 below may commence.
SECTION 4: CLOSING SEQUENCE — JULY 9, 2024 (MIDDAY DISBURSEMENTS)
Following confirmation that all closing funds have been received in the designated closing account (Step 3.8), the following disbursements shall be made in the order and at the times specified below. Priority of disbursement is as set forth in this Section 4.
Step 4.1 — Repayment of Existing Cloudium Indebtedness
Timing: 11:30 AM ET (first priority disbursement)
Action: A wire transfer of $820,000,000 shall be made from the designated closing account to Atlas Commercial Lending Corp., per the wire instructions set forth in the payoff letter dated July 5, 2024, in full and complete satisfaction, discharge, and release of the following existing indebtedness of Cloudium Technologies plc:
(a) Existing Term Loan: $620,000,000 in aggregate principal amount outstanding under the term loan facility provided pursuant to the credit agreement dated March 15, 2021, among Cloudium Technologies plc (as borrower), Atlas Commercial Lending Corp. (as administrative agent), and the lenders party thereto.
(b) Existing Revolving Facility: $200,000,000 drawn and outstanding under the revolving credit facility provided pursuant to the same credit agreement dated March 15, 2021.
Wire destination: Atlas Commercial Lending Corp., per wire instructions set forth in the payoff letter dated July 5, 2024.
Confirmation required: Atlas Commercial Lending Corp. shall issue a payoff confirmation (by email or fax, with original to follow) to Calderwood & Harkness LLP and Ridgeway Phelps & Sato LLP, confirming that the payoff amount has been received in full, that all outstanding indebtedness under the existing credit agreement has been satisfied and discharged, and that all commitments thereunder have been terminated.
Related deliverables upon confirmation of payoff:
(a) UCC-3 Termination Statements: Atlas Commercial Lending Corp. shall deliver duly executed UCC-3 financing statement amendments (terminations) covering all UCC-1 financing statements filed on behalf of Atlas in connection with the existing credit agreement, for filing in all applicable jurisdictions.
(b) Lien Release Package: Atlas Commercial Lending Corp. shall deliver a comprehensive lien release package, including (i) releases of all liens, mortgages, deeds of trust, and other security interests granted in favor of Atlas or its agents in connection with the existing credit agreement, (ii) releases of all intellectual property security interests (including any IP security agreements and assignments filed with the United States Patent and Trademark Office and the United States Copyright Office), and (iii) such other instruments and documents as may be necessary to fully release and discharge all encumbrances on the assets of Cloudium and its subsidiaries securing the existing indebtedness.
Responsible Party: Andrew Fitzpatrick, Working Associate, Calderwood & Harkness LLP, shall be responsible for confirming receipt of the payoff confirmation, the UCC-3 termination statements, and the lien release package from Atlas Commercial Lending Corp., and for coordinating the filing of UCC-3 terminations in all applicable jurisdictions.
Step 4.2 — Escrow Funding
Timing: 11:45 AM ET
Action: A wire transfer of $544,000,000 shall be made from the designated closing account to Cobalt Trust Company, for deposit into the indemnity escrow account established pursuant to the Escrow Agreement. This amount represents approximately 8% of the aggregate deal value of $6,800,000,000 and serves as the primary source of recovery for the Buyer with respect to indemnification claims arising under the Merger Agreement (subject to the terms of the Escrow Agreement and the indemnification provisions of the Merger Agreement).
Recipient: Cobalt Trust Company (Laura Ng, Vice President, Escrow Services), 100 Wall Street, New York, NY 10005, for credit to the indemnity escrow account per the Escrow Agreement.
Escrow mechanics (summary):
•  First Release: Fifty percent (50%) of the escrow amount ($272,000,000) shall be released to the Stockholder Representative (for distribution to the former stockholders) on July 9, 2025 (12 months following the Closing Date), less the aggregate amount of any pending and unresolved indemnification claims as of such date.
•  Second Release: The remaining balance of the escrow account shall be released to the Stockholder Representative on January 9, 2026 (18 months following the Closing Date, coinciding with the expiration of the general survival period for representations and warranties under the Merger Agreement), less the aggregate amount of any pending and unresolved indemnification claims as of such date.
Confirmation required: Cobalt Trust Company (Laura Ng) shall issue an Escrow Funding Confirmation (by email, with original to follow) to Calderwood & Harkness LLP, Ridgeway Phelps & Sato LLP, and the Stockholder Representative, confirming that the escrow deposit has been received and credited to the indemnity escrow account.
Responsible Party: Tiffany Rosenthal, Lead Associate, Calderwood & Harkness LLP
Step 4.3 — Payment of Transaction Expenses
Timing: 12:00 PM ET
Action: Wire transfers totaling an estimated $185,000,000 in aggregate transaction expenses shall be disbursed from the designated closing account to the respective payees, in the amounts and to the accounts set forth in the Funds Flow Memorandum. Transaction expenses include the following categories:
(a) Advisory fees: Fees payable to Osprey Bancroft & Co. (Buyer's financial advisor) and Veridian Partners LLC (Company's financial advisor) for their respective advisory services in connection with the transaction.
(b) Legal fees: Fees payable to Calderwood & Harkness LLP (Buyer's counsel), Ridgeway Phelps & Sato LLP (Company's counsel), Albright & Kerr LLP (additional counsel), and Winthrop & Hale LLP (Lenders' counsel) for legal services rendered in connection with the transaction.
(c) Accounting and tax advisory fees: Fees payable to Glenmore Thornton LLP (Buyer's accounting and tax advisor) and Harwell & Dobson LLP (Company's auditor) for accounting, tax, and audit services rendered in connection with the transaction.
(d) Debt financing fees: Fees payable to Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC, as Lead Arranger and Co-Arranger, respectively, pursuant to the Fee Letter executed in connection with the Debt Commitment Letter, including arrangement fees, underwriting fees, and syndication fees.
(e) R&W insurance premium and broker fee: Premium of $13,600,000 payable to Northfield Assurance Ltd. for the R&W Insurance Policy (representing approximately 200 basis points on the $680,000,000 policy limit), and broker fee of $680,000 payable to Peregrine Advisory Group LLC.
(f) Transfer agent fees: Fees payable to Cascade Corporate Services Inc. for its services as paying agent and exchange agent in connection with the Merger.
(g) Proxy solicitation fees: Fees payable to Blackthorn Proxy Advisors LLC for proxy solicitation services rendered in connection with the Cloudium stockholder meeting held on May 20, 2024.
(h) Filing fees and miscellaneous expenses: HSR filing fees, Delaware filing fees, SEC filing fees, and other miscellaneous transaction-related expenses.
Wire instructions: All wire instructions for the payment of transaction expenses are set forth in the Funds Flow Memorandum.
Responsible Parties: Calderwood & Harkness LLP (overall coordination and disbursement of transaction expenses); Ridgeway Phelps & Sato LLP (confirmation of target-side expense amounts and wire instructions).
Step 4.4 — Deposit of Exchange Fund / Merger Consideration
Timing: 12:30 PM ET
Action: A wire transfer of $6,183,944,048, representing the aggregate cash merger consideration payable to non-rolling stockholders of Cloudium Technologies plc, shall be made from the designated closing account to the exchange fund account at Cascade Corporate Services Inc. (as paying agent and exchange agent under the Merger Agreement).
Derivation of exchange fund amount:
Note regarding escrow: As described in Step 4.2 above, $544,000,000 of the total deal value has been withheld from the amounts otherwise distributable to selling stockholders and deposited in escrow with Cobalt Trust Company. The exchange fund amount of $6,183,944,048 reflects the net cash payable to non-rolling stockholders after giving effect to the escrow withholding, in accordance with the Merger Agreement mechanics and the allocation set forth in the Funds Flow Memorandum.
Confirmation required: Cascade Corporate Services Inc. shall provide confirmation (by email, with original to follow) to Calderwood & Harkness LLP and Ridgeway Phelps & Sato LLP confirming receipt of the exchange fund.
Responsible Party: Andrew Fitzpatrick, Working Associate, Calderwood & Harkness LLP
Step 4.5 — Rollover Equity Conversion
Timing: Effective at the Effective Time of the Merger (11:59 PM ET)
Action: This step does not involve any cash movement. At the Effective Time of the Merger, the following shares of Cloudium common stock held by the rollover shareholders shall be converted into equity interests in the surviving entity pursuant to the applicable Rollover Agreements:
Jonathan Hargrove:
•  Total shares held: 7,736,400 shares of Cloudium common stock (representing approximately 4.2% of the outstanding shares)
•  Shares rolled over: 50% = 3,868,200 shares (approximate value: $142,814,544)
•  Shares cashed out: 50% = 3,868,200 shares (cashed out at $36.92 per share, subject to the escrow withholding applicable to all stockholders)
Pinnacle Growth Ventures LLC:
•  Total shares held: 21,367,200 shares of Cloudium common stock (representing approximately 11.6% of the outstanding shares)
•  Shares rolled over: 60% = 12,820,320 shares (approximate value: $473,241,408)
•  Shares cashed out: 40% = 8,546,880 shares (cashed out at $36.92 per share, subject to the escrow withholding applicable to all stockholders)
Total rollover equity: Approximately $616,055,952
The rollover shares shall be cancelled at the Effective Time of the Merger and converted into the right to receive equity interests in the surviving entity, in each case as set forth in and subject to the terms of the applicable Rollover Agreement. The cashed-out shares of each rollover shareholder shall be converted at the Effective Time into the right to receive $36.92 per share in cash (subject to the escrow withholding), on the same terms as all other non-rolling stockholders, and shall be payable through the exchange agent in the ordinary course.
Responsible Party: Calderwood & Harkness LLP (documentation of rollover equity conversion and issuance of surviving entity equity interests); Cascade Corporate Services Inc. (exchange mechanics for cashed-out portion of rollover shareholders' holdings).
SECTION 5: FILING OF CERTIFICATE OF MERGER
Step 5.1 — Filing with the Delaware Secretary of State
Timing: 11:59 PM ET, July 9, 2024
Action: Calderwood & Harkness LLP shall file the Certificate of Merger with the Secretary of State of the State of Delaware, pursuant to Section 251 of the Delaware General Corporation Law ("DGCL"), effecting the merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc. The Certificate of Merger shall specify an effective time of 11:59 PM Eastern Time on July 9, 2024.
Effect: Upon the Effective Time of the Merger, the following shall occur by operation of law:
(a) Stratos Merger Sub Inc. shall cease to exist as a separate corporate entity.
(b) Cloudium Technologies plc shall survive the Merger as the surviving corporation (the "Surviving Corporation") and shall continue its existence as a corporation organized under the laws of the State of Delaware and a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP.
(c) Each outstanding share of Cloudium common stock (other than (i) shares subject to the Rollover Agreements, (ii) shares held by stockholders who have properly demanded and perfected appraisal rights under Section 262 of the DGCL, and (iii) shares held by Cloudium, Merger Sub, or Fund VI (which shall be cancelled for no consideration)) shall be converted into the right to receive $36.92 per share in cash, without interest (the "Merger Consideration"), subject to applicable withholding taxes and the escrow withholding described herein.
(d) The certificate of incorporation and bylaws of the Surviving Corporation shall be amended and restated in the forms adopted and filed as of the Closing, as described in Step 5.2 below.
Responsible Party: Tiffany Rosenthal, Lead Associate, Calderwood & Harkness LLP, shall submit the Certificate of Merger for filing with the Delaware Secretary of State and shall confirm receipt of the file-stamped copy thereof.
Confirmation: Upon receipt of the file-stamped Certificate of Merger from the Delaware Secretary of State, Tiffany Rosenthal shall promptly circulate a copy of the file-stamped Certificate of Merger to all parties identified in the distribution list for this Closing Agenda.
Step 5.2 — Adoption of Surviving Corporation Governing Documents
Timing: Effective at the Effective Time (11:59 PM ET)
Action: Concurrently with the effectiveness of the Merger, the following governing documents of the Surviving Corporation shall become effective:
(a) Surviving Corporation Certificate of Incorporation (Amended and Restated): The certificate of incorporation of the Surviving Corporation, as amended and restated, in the form previously agreed upon by the parties and attached as an exhibit to the Merger Agreement, shall be filed with the Secretary of State of the State of Delaware as part of the Certificate of Merger filing and shall be the certificate of incorporation of the Surviving Corporation from and after the Effective Time.
(b) Surviving Corporation Bylaws: The bylaws of the Surviving Corporation, in the form previously agreed upon by the parties and attached as an exhibit to the Merger Agreement, shall be adopted as of the Effective Time and shall be the bylaws of the Surviving Corporation from and after the Effective Time.
Responsible Party: Calderwood & Harkness LLP
Step 5.3 — Appointment of Initial Directors and Officers of Surviving Corporation
Timing: Effective immediately following the Effective Time
Action: Immediately following the Effective Time, the following actions shall be taken with respect to the governance of the Surviving Corporation:
(a) Appointment of Directors: A written consent of the board of directors of the Surviving Corporation (acting as the initial board following the effectiveness of the Merger) shall be executed appointing the initial directors of the Surviving Corporation as designated by Fund VI, in accordance with the terms of the Merger Agreement. The initial directors shall serve until their respective successors are duly elected and qualified or until their earlier resignation or removal.
(b) Appointment of Officers: A written consent of the board of directors of the Surviving Corporation shall be executed appointing the post-closing officers of the Surviving Corporation, as designated by Fund VI. Such officers shall serve at the pleasure of the board.
Responsible Party: Calderwood & Harkness LLP (preparation of written consents and incumbency documentation); Solara Digital Infrastructure Fund VI LP (designation of initial directors and officers).
SECTION 6: POST-EFFECTIVE TIME ACTIONS — JULY 9, 2024 (LATE EVENING) AND JULY 10, 2024
The following actions are to be taken promptly following the Effective Time of the Merger and on the first business day following the Closing Date (July 10, 2024).
Step 6.1 — Closing Confirmation Circulated
Timing: Promptly following the filing of the Certificate of Merger (late evening, July 9, 2024)
Action: Harrison Wexford, Responsible Partner at Calderwood & Harkness LLP, shall circulate a closing confirmation email to all parties confirming the following:
(a) The Certificate of Merger has been successfully filed with the Delaware Secretary of State, with a file-stamped effective time of 11:59 PM ET on July 9, 2024.
(b) All closing funds have been disbursed in accordance with the Funds Flow Memorandum, including the Term Loan B proceeds, the equity contribution, the repayment of existing indebtedness, the escrow deposit, and the exchange fund deposit.
(c) All closing deliverables have been released from escrow and are in full force and effect.
(d) The Merger is effective. Cloudium Technologies plc is now a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP.
Recipients: The closing confirmation email shall be sent to the following individuals:
•  Marcus Elliston and Priya Narasimhan (Solara Digital Infrastructure Fund VI LP)
•  Jonathan Hargrove, Sienna Whitfield, and Nadia Chowdhury (Cloudium Technologies plc)
•  Catherine Answorth (Ridgeway Phelps & Sato LLP)
•  Graham Whitaker (Meridian Atlantic Bank, N.A.)
•  Christine Novak (Winthrop & Hale LLP)
•  Laura Ng (Cobalt Trust Company)
•  Patrick Graves (Northfield Assurance Ltd.)
Step 6.2 — Nasdaq Delisting (Form 25)
Timing: July 10, 2024
Action: A Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) shall be filed with the Securities and Exchange Commission to effect the delisting of the common stock of Cloudium Technologies plc (ticker symbol: CLDM) from the Nasdaq Global Select Market. Upon the effectiveness of the Form 25 filing (10 days after filing), the common stock of Cloudium will be delisted from the Nasdaq Global Select Market, and the registration of such common stock under Section 12(b) of the Exchange Act will be deregistered.
Responsible Party: Calderwood & Harkness LLP (review and preparation); Ridgeway Phelps & Sato LLP (filing coordination with Nasdaq).
Step 6.3 — Distribution of Letters of Transmittal
Timing: July 10, 2024
Action: Cascade Corporate Services Inc. (as paying agent and exchange agent under the Merger Agreement) shall mail Letters of Transmittal to all former stockholders of record of Cloudium Technologies plc. The Letters of Transmittal will provide instructions for the surrender of share certificates (or confirmation of book-entry positions) in exchange for the per share merger consideration of $36.92 in cash, without interest, subject to applicable withholding taxes and the escrow withholding. The Letters of Transmittal will set forth the procedures for submitting claims, the documentation required, and the expected timeline for payment.
Coordination: Andrew Fitzpatrick, Working Associate, Calderwood & Harkness LLP, shall confirm the distribution of the Letters of Transmittal with Cascade Corporate Services Inc. and shall ensure that the form and content of the Letters of Transmittal are consistent with the Merger Agreement and applicable law.
Reference: Letter from Calderwood & Harkness LLP to Cascade Corporate Services Inc. dated July 8, 2024, providing distribution instructions, the record date, and other logistical details for the mailing.
Step 6.4 — Dissent / Appraisal Rights Notice
Timing: July 10, 2024
Action: Notice shall be sent to all stockholders of Cloudium Technologies plc who have properly demanded appraisal rights under Section 262 of the DGCL, informing them of (a) the Effective Time of the Merger, (b) the availability and procedures for perfection of appraisal rights, and (c) their rights and obligations under Section 262 of the DGCL. The notice shall be in the form required by applicable law and shall be distributed by Cascade Corporate Services Inc. to all stockholders who have delivered a valid written demand for appraisal prior to the stockholder vote and who have not subsequently withdrawn such demand or otherwise lost their appraisal rights.
Responsible Party: Calderwood & Harkness LLP (form of notice prepared); Cascade Corporate Services Inc. (distribution).
Step 6.5 — Form 8-K (Closing Announcement)
Timing: July 9, 2024 (or promptly thereafter, within four business days as required by SEC rules)
Action: Cloudium Technologies plc shall file a Current Report on Form 8-K with the Securities and Exchange Commission announcing the consummation of the Merger. The Form 8-K shall report the closing of the Merger under Item 2.01 (Completion of Acquisition or Disposition of Assets) and Item 5.01 (Changes in Control of Registrant), and shall include such other Items as may be applicable, together with any required exhibits (including the Merger Agreement, to the extent not previously filed). The Form 8-K shall also include a press release announcing the completion of the transaction.
Responsible Party: Calderwood & Harkness LLP (draft preparation); Ridgeway Phelps & Sato LLP (review and coordination).
Step 6.6 — Confirmation of UCC-3 Termination Filings
Timing: July 10, 2024 and following business days
Action: Confirm the filing of all UCC-3 financing statement amendments (terminations) with respect to the security interests of Atlas Commercial Lending Corp. in all applicable jurisdictions, including without limitation the State of Delaware, the State of California, the State of New York, and such other jurisdictions as may be applicable. The UCC-3 termination statements are to be filed using the executed UCC-3 forms delivered by Atlas Commercial Lending Corp. as part of the lien release package described in Step 4.1 above. Upon confirmation of filing, the liens securing Cloudium's former indebtedness to Atlas shall be fully terminated of record.
Responsible Party: Andrew Fitzpatrick, Working Associate, Calderwood & Harkness LLP
Step 6.7 — R&W Insurance Policy Effectiveness Confirmation
Timing: July 10, 2024
Action: Confirm with Northfield Assurance Ltd. (Patrick Graves, Senior Vice President) and Peregrine Advisory Group LLC (Timothy Gallagher, Managing Director) that the buyer-side representations and warranties insurance policy (Policy No. NFA-TRI-2024-00487) is in full force and effect as of the Closing Date, with the following key terms:
Responsible Party: Andrew Fitzpatrick, Working Associate, Calderwood & Harkness LLP
SECTION 7: OUTSTANDING POST-CLOSING MATTERS (FOR REFERENCE)
The following post-closing matters are listed for reference and tracking purposes. Responsibility for each matter is assigned as indicated, and target dates are provided where applicable.
7.1 Post-Closing SEC and Regulatory Filings
(a) Form D (Regulation D): Notice of exempt offering under Regulation D of the Securities Act of 1933 for the rollover equity interests issued to Jonathan Hargrove and Pinnacle Growth Ventures LLC. Filing due within 15 days of the Closing (target: by July 23, 2024). Responsible Party: Calderwood & Harkness LLP.
(b) Schedule 13D / Amendment: Fund VI's beneficial ownership disclosure filing (or amendment to existing Schedule 13D, if applicable) with respect to the shares of Cloudium common stock (now owned indirectly through the Surviving Corporation). Target filing date: July 19, 2024. Responsible Party: Calderwood & Harkness LLP.
(c) Section 16 Form 3 / Form 4: Initial statements of beneficial ownership (Form 3) and/or statements of changes in beneficial ownership (Form 4) for new officers and directors of the Surviving Corporation, as required under Section 16 of the Securities Exchange Act of 1934. Filing due within 10 days of the Closing (target: by July 19, 2024). Responsible Party: Calderwood & Harkness LLP.
(d) Form 15: Certification and notice of termination of registration under Section 12(g) and suspension of the duty to file reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934. Target filing date: July 30, 2024. Responsible Party: Calderwood & Harkness LLP, in coordination with Ridgeway Phelps & Sato LLP.
7.2 Purchase Price Adjustment
The Merger Agreement provides for a post-closing working-capital adjustment pursuant to Section 2.7. The final closing statement is to be delivered by the Surviving Corporation to the Stockholder Representative in accordance with the timeline set forth in the Merger Agreement. The working-capital true-up procedures, including the dispute resolution mechanics and the timeline for resolution, are described in the Merger Agreement and will be further detailed in the Post-Closing Purchase Price Adjustment Memorandum to be prepared by Calderwood & Harkness LLP (target date: August 1, 2024). The Buyer's accounting advisor, Glenmore Thornton LLP (Richard Okamura and Vanessa Liu), will assist with the preparation and review of the final closing statement.
7.3 Escrow Release Dates
As set forth in the Escrow Agreement an