1041-00003 · Solara Digital Infrastructure LP · Closing

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CONFIDENTIAL TREATMENT REQUESTED

CERTIFICATE OF NON-FOREIGN STATUS AND CERTIFICATION REGARDING UNITED STATES REAL PROPERTY HOLDING CORPORATION STATUS PURSUANT TO SECTIONS 897 AND 1445 OF THE INTERNAL REVENUE CODE

Delivered: July 9, 2024

Prepared by: Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Matter No. 1041-00003

This Certificate of Non-Foreign Status and Certification Regarding United States Real Property Holding Corporation Status (this "Certificate") is delivered at the closing (the "Closing") occurring on July 9, 2024, in connection with that certain Agreement and Plan of Merger, dated as of January 22, 2024 (as the same may have been amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) ("Cloudium" or the "Company"), Stratos Merger Sub Inc., a corporation organized under the laws of the State of Delaware ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, a limited partnership organized under the laws of the State of Delaware (EIN: 87-4523190) ("Parent" or "Solara"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.

RECITALS

A. Section 8.02(e) of the Merger Agreement requires, as a condition precedent to the obligation of Parent and Merger Sub to consummate the transactions contemplated thereby, the delivery by the Company at the Closing of a certificate, duly executed by an authorized officer of the Company, certifying as to the matters set forth herein with respect to Sections 897 and 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder (the "Treasury Regulations").

B. The Merger Agreement provides for the merger (the "Merger") of Stratos Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, with and into Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521), with Cloudium surviving the Merger as a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP. The Merger constitutes a reverse triangular merger effected under the Delaware General Corporation Law, as amended (the "DGCL"), and applicable provisions of the Companies Act 2006 of the United Kingdom.

C. The aggregate merger consideration payable in connection with the Merger is Six Billion Eight Hundred Million United States Dollars ($6,800,000,000), representing Thirty-Six Dollars and Ninety-Two Cents ($36.92) per share (the "Per Share Merger Consideration") for each of the One Hundred Eighty-Four Million Two Hundred Thousand (184,200,000) shares of common stock, par value $0.001 per share, of Cloudium outstanding immediately prior to the effective time of the Merger (the "Merger Consideration").

D. The Closing is occurring on July 9, 2024, and the Merger shall become effective at 11:59 p.m. Eastern Time on July 9, 2024 (the "Effective Time"), upon the filing of the certificate of merger with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL and the filing of the requisite documentation with the Registrar of Companies for England and Wales.

E. The purpose of this Certificate is to establish that withholding under Section 1445 of the Code is not required with respect to the Merger Consideration paid to holders of shares of Cloudium common stock in connection with the Merger, and to satisfy the requirements set forth in Treasury Regulations Section 1.1445-2(c)(3) (certification by a transferor that it is not a United States real property holding corporation) and Treasury Regulations Section 1.897-2(h) (statement by a foreign corporation that interests therein are not United States real property interests).

NOW, THEREFORE, the undersigned, being a duly authorized officer of Cloudium Technologies plc, hereby certifies and represents as follows:

SECTION 1: IDENTIFICATION OF THE TRANSFEROR ENTITY

1.1. The full legal name of the entity providing this Certificate is Cloudium Technologies plc.

1.2. Cloudium Technologies plc is a public limited company duly incorporated and existing under the laws of England and Wales, with Company Number 09734521 assigned by the Registrar of Companies for England and Wales.

1.3. The registered office of Cloudium Technologies plc is located at:

45 Broadwick Street London W1F 0DB United Kingdom

1.4. The principal office of Cloudium Technologies plc in the United States is located at:

600 Townsend Street, Suite 800 San Francisco, California 94103 United States of America

1.5. Cloudium Technologies plc has been assigned United States Employer Identification Number (EIN) 83-2196754 by the Internal Revenue Service.

1.6. Shares of Cloudium common stock are currently listed and traded on the Nasdaq Global Select Market under the ticker symbol CLDM. In connection with the consummation of the Merger and pursuant to the terms of the Merger Agreement, the Company expects that shares of Cloudium common stock will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended, following the Closing, with such delisting expected to occur on or about July 10, 2024.

1.7. Cloudium Technologies plc is treated as a foreign corporation for United States federal income tax purposes. Cloudium was incorporated under the laws of England and Wales and is not, and has at no time been, organized or created under the laws of the United States, any State thereof, or the District of Columbia. Cloudium has not made an election under Section 897(i) of the Code to be treated as a domestic corporation for purposes of Sections 897, 1445, and 6039C of the Code.

SECTION 2: CERTIFICATION REGARDING UNITED STATES REAL PROPERTY HOLDING CORPORATION STATUS

2.1 Statement of Non-USRPHC Status

Cloudium Technologies plc hereby certifies that it is NOT a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code (a "USRPHC") as of the date of this Certificate.

Furthermore, at no time during the five-year period ending on the date of this Certificate (i.e., the period from July 10, 2019 through July 9, 2024) — or, if shorter, such period during which Cloudium has been in existence — has Cloudium been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.

Accordingly, interests in Cloudium Technologies plc (including shares of Cloudium common stock) do not constitute "United States real property interests" within the meaning of Section 897(c)(1)(A)(ii) of the Code by reason of Cloudium's status as a USRPHC, and the disposition of such interests by holders thereof in connection with the Merger does not give rise to withholding obligations under Section 1445 of the Code on this basis.

2.2 Basis for Certification

The certification set forth in Section 2.1 above is based upon the following facts, circumstances, and analysis:

(a) Under Section 897(c)(2) of the Code, a corporation is a "United States real property holding corporation" if the fair market value of its "United States real property interests" (as defined in Section 897(c)(1) of the Code, and including interests in real property located in the United States or the Virgin Islands, and any interest (other than solely as a creditor) in any domestic corporation that is itself a USRPHC) equals or exceeds fifty percent (50%) of the sum of the fair market values of:

(i) its United States real property interests;

(ii) its interests in real property located outside the United States; and

(iii) any other of its assets which are used or held for use in a trade or business.

(b) Cloudium Technologies plc is principally engaged in the business of developing, marketing, and licensing cloud-native enterprise resource planning ("ERP"), customer-relationship management ("CRM"), and business-intelligence ("BI") software-as-a-service ("SaaS") solutions to enterprise and mid-market customers worldwide. Cloudium is fundamentally a technology and software company. Its revenues are derived overwhelmingly from subscription-based recurring revenue for access to its proprietary SaaS platform, together with ancillary professional services, implementation support, and managed hosting services.

(i) intellectual property, including patents, trademarks, copyrights, trade secrets, and proprietary software code;

(ii) developed and internally developed software and technology platforms;

(iii) customer contracts, customer relationships, and associated recurring revenue streams;

(iv) goodwill and going-concern value;

(v) cash, cash equivalents, and short-term investments;

(vi) accounts receivable, prepaid expenses, and other current assets;

(vii) leasehold interests in office and data center space (as further described below); and

(viii) tangible personal property, including servers, networking equipment, furniture, and fixtures.

(d) Cloudium Technologies plc does not own, and has not at any time during the relevant testing period owned, material United States real property interests. Cloudium's presence in the United States is conducted from leased premises. Specifically, Cloudium maintains leasehold interests in office space located at 600 Townsend Street, Suite 800, San Francisco, California 94103; 1700 Seventh Avenue, Suite 2300, Seattle, Washington 98101; and 200 Park Avenue South, 12th Floor, New York, New York 10003. Each of these facilities is occupied pursuant to operating lease arrangements under which Cloudium is the lessee and does not hold a fee simple or other ownership interest in the underlying real property. To the extent that any of these leasehold interests constitute "real property" for purposes of Section 897 of the Code, the aggregate fair market value of such interests is de minimis relative to the total fair market value of Cloudium's worldwide assets.

(e) The foregoing analysis takes into account not only the assets held directly by Cloudium Technologies plc but also the assets held through each of its direct and indirect subsidiaries, including:

(i) Cloudium Technologies UK Ltd., a company incorporated under the laws of England and Wales (Company No. 11287456), which serves as Cloudium's principal operating subsidiary in the United Kingdom and Europe;

(ii) Cloudium Technologies India Pvt. Ltd., a private limited company organized under the laws of India, with its principal offices located in Bangalore, Karnataka, India, which serves as Cloudium's principal engineering and development center; and

(iii) Cloudium Solutions GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany, with its principal offices located in Berlin, Germany, which serves as Cloudium's sales and customer success hub for the DACH region.

None of the foregoing subsidiaries holds material United States real property interests. The assets of these subsidiaries consist predominantly of intellectual property, software, customer contracts and relationships, cash, accounts receivable, and leasehold interests in non-U.S. real property.

(f) Based on the analysis performed as of the date hereof, the fair market value of all United States real property interests held by Cloudium Technologies plc and its subsidiaries (determined on a consolidated basis in accordance with the principles of Section 897(c)(2) of the Code and the Treasury Regulations thereunder) is substantially less than fifty percent (50%) of the aggregate fair market value of all of Cloudium's worldwide assets (including United States real property interests, interests in real property located outside the United States, and other assets used or held for use in a trade or business). In fact, the ratio of the fair market value of United States real property interests to the aggregate fair market value of all worldwide assets is estimated to be less than two percent (2%).

(g) The foregoing determination is supported by and consistent with the analysis conducted by Leonard Cross, Specialist Partner, Tax, Calderwood & Harkness LLP, and Richard Okamura, Lead Partner, Transaction Tax, Glenmore Thornton LLP, each of whom has reviewed the composition of Cloudium's assets, the fair market values thereof, and the classification of such assets for purposes of Sections 897 and 1445 of the Code. The analysis was performed in connection with the tax due diligence workstream associated with the Merger and is reflected in the transaction tax memorandum dated June 14, 2024 (Project Nimbus — FIRPTA Analysis Memorandum, Calderwood & Harkness LLP File Reference 1041-00003-FIRPTA), a copy of which has been made available to Parent and its advisors.

2.3 Treasury Regulations Compliance

(a) This Certificate is provided pursuant to, and is intended to satisfy the requirements of, Treasury Regulations Section 1.1445-2(c)(3), which provides that no withholding is required under Section 1445 of the Code upon the acquisition of an interest in a domestic or foreign corporation if the transferor provides a certification to the transferee (or other person required to withhold) that the interest transferred is not a United States real property interest. Treasury Regulations Section 1.1445-2(c)(3)(i) provides that such a certification may be made by the corporation whose interest is being transferred, certifying that such interest is not a United States real property interest. The certification set forth in this Certificate satisfies the content requirements of Treasury Regulations Section 1.1445-2(c)(3)(i), including identification of the corporation, its taxpayer identification number, and the statement that the interest is not a United States real property interest.

(b) This Certificate is also provided pursuant to, and is intended to satisfy the requirements of, Treasury Regulations Section 1.897-2(h), which permits a foreign corporation to provide a statement to the effect that interests in such corporation are not United States real property interests. Treasury Regulations Section 1.897-2(h)(1) provides that a foreign corporation may provide such a statement if, on the date of the disposition, such corporation is not a United States real property holding corporation and was not a United States real property holding corporation at any time during the shorter of (i) the period after June 18, 1980, during which the holder held such interest, or (ii) the five-year period ending on the date of the disposition. Cloudium satisfies the foregoing requirements, as set forth in Sections 2.1 and 2.2 above.

(c) The undersigned, in her capacity as Chief Financial Officer of Cloudium Technologies plc, understands and acknowledges that this Certificate may be disclosed to the Internal Revenue Service of the United States ("IRS") by any recipient hereof or by any other party as may be required under applicable law or the Treasury Regulations. The undersigned further understands and acknowledges that any false statement contained herein could subject the undersigned, and/or Cloudium Technologies plc, to penalties of perjury and could be punished by fine, imprisonment, or both, under the applicable provisions of the Code and Title 18 of the United States Code.

SECTION 3: CERTIFICATION REGARDING WITHHOLDING UNDER SECTION 1445

3.1. Section 1445(a) of the Code generally requires that any transferee of a United States real property interest withhold a tax equal to fifteen percent (15%) of the amount realized by the transferor on the disposition of such interest. Under Section 1445(e)(3), in the case of a disposition of a United States real property interest by a foreign corporation in a transaction subject to tax under Section 897 of the Code, the foreign corporation is required to withhold under Section 1445(e)(3) a tax equal to the rate specified in Section 1446(b)(2)(B) of the Code (currently 21%) multiplied by the gain recognized by the foreign corporation on such disposition.

3.2. For the reasons set forth in Section 2 above, Cloudium Technologies plc is not, and has not been during the applicable testing period (the five-year period ending on July 9, 2024, or such shorter period during which Cloudium has been in existence), a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. Because Cloudium is not, and has not been, a USRPHC, the shares of Cloudium common stock do not constitute "United States real property interests" within the meaning of Section 897(c)(1)(A)(ii) of the Code. Specifically, Section 897(c)(1)(A)(ii) of the Code provides that an interest in a corporation constitutes a United States real property interest only if such corporation was a United States real property holding corporation at any time during the shorter of (x) the period after June 18, 1980, during which the taxpayer held such interest, or (y) the five-year period ending on the date of the disposition. Cloudium does not satisfy this test, and accordingly the shares of Cloudium common stock are not United States real property interests.

3.3. Based on the foregoing, each of the following parties is not required to deduct or withhold any amount under Section 1445 of the Code with respect to the Merger Consideration (including the Per Share Merger Consideration of $36.92 per share in cash) paid or payable to holders of shares of Cloudium common stock in connection with the Merger:

(a) Solara Digital Infrastructure Fund VI LP (EIN: 87-4523190), a Delaware limited partnership, in its capacity as the ultimate acquiror and Parent under the Merger Agreement;

(b) Stratos Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, in its capacity as the merging entity under the Merger Agreement;

(c) Cobalt Trust Company, with offices located at 100 Wall Street, New York, New York 10005, in its capacity as the escrow agent and paying agent appointed pursuant to Section 3.01 of the Merger Agreement (the "Paying Agent"); and

(d) Cascade Corporate Services Inc., with offices located at 6201 15th Avenue, Brooklyn, New York 11219, in its capacity as the transfer agent for the shares of Cloudium common stock (the "Transfer Agent").

3.4. Each of the foregoing parties may rely upon this Certificate for purposes of determining that no withholding obligation arises under Section 1445 of the Code in connection with the payment of the Merger Consideration to Cloudium stockholders in connection with the Merger.

SECTION 4: DOMESTICALLY CONTROLLED QUALIFIED INVESTMENT ENTITY EXCEPTION (INAPPLICABILITY NOTATION)

4.1. For the avoidance of doubt, and for purposes of completeness in the record, Cloudium Technologies plc is not a "qualified investment entity" within the meaning of Section 897(h)(4) of the Code. Specifically, Cloudium is not a "real estate investment trust" (as defined in Section 856 of the Code) and is not a "regulated investment company" (as defined in Section 851 of the Code).

4.2. Accordingly, the exception from the application of Section 897(a) of the Code provided under Section 897(h)(1) of the Code with respect to interests in domestically controlled qualified investment entities is not relevant to, and has no application in connection with, the transactions contemplated by the Merger Agreement. The analysis and certifications set forth in this Certificate do not rely upon, and are not premised upon, the availability of such exception.

SECTION 5: ADDITIONAL REPRESENTATIONS

The undersigned, in her capacity as Chief Financial Officer of Cloudium Technologies plc, and on behalf of the Company, hereby further represents and certifies as follows:

5.1. Taxpayer Identification Number. The United States Employer Identification Number of Cloudium Technologies plc is 83-2196754. This EIN was duly obtained by Cloudium from the IRS and has been used by Cloudium for all required United States federal income tax filings and information reporting purposes.

5.2. Tax Classification. Cloudium Technologies plc is classified as a foreign corporation for United States federal income tax purposes. Cloudium has not made, and is not the subject of, any election or determination that would cause it to be treated as other than a foreign corporation for such purposes (including, without limitation, any election under Section 897(i) of the Code or any "check-the-box" election on IRS Form 8832 that would alter such classification).

5.3. No Adverse IRS Determination. Cloudium Technologies plc has not received any determination letter, notice of proposed adjustment, revenue agent's report, notice of deficiency, or other written correspondence or communication from the IRS indicating, suggesting, or asserting that Cloudium is, or may be, a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code, or that interests in Cloudium constitute or may constitute United States real property interests within the meaning of Section 897(c)(1) of the Code.

5.4. Accuracy of Statements. The facts and circumstances set forth in this Certificate, and each representation, certification, and statement contained herein, are true, correct, and complete in all material respects as of the date hereof. The undersigned has made due inquiry into the matters certified herein and has no knowledge of any fact or circumstance that would render any statement contained in this Certificate inaccurate or misleading.

5.5. Authority. The undersigned is duly authorized to execute and deliver this Certificate on behalf of Cloudium Technologies plc. The execution and delivery of this Certificate has been duly authorized by all necessary corporate action on the part of Cloudium, and this Certificate constitutes the valid and binding obligation of Cloudium enforceable in accordance with its terms.

SECTION 6: RELIANCE AND DISTRIBUTION

6.1. This Certificate is delivered to Solara Digital Infrastructure Fund VI LP and Stratos Merger Sub Inc. pursuant to Section 8.02(e) of the Merger Agreement as a condition precedent to the obligation of Parent and Merger Sub to consummate the Closing and the transactions contemplated by the Merger Agreement.

6.2. A copy of this Certificate may be provided to, and relied upon by, each of the following parties for purposes of determining their respective withholding obligations under Section 1445 of the Code in connection with the Merger:

(a) Cobalt Trust Company, 100 Wall Street, New York, New York 10005, in its capacity as escrow agent and paying agent under the Merger Agreement;

(b) Cascade Corporate Services Inc., 6201 15th Avenue, Brooklyn, New York 11219, in its capacity as transfer agent for the shares of Cloudium common stock;

(c) Meridian Atlantic Bank, N.A., in its capacity as administrative agent under that certain Credit Agreement, dated as of July 9, 2024 (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), by and among Solara Digital Infrastructure Fund VI LP, the lenders party thereto from time to time, and Meridian Atlantic Bank, N.A., as administrative agent; and

(d) any other person who is or may be required to withhold under Section 1445 of the Code in connection with the Merger or the payment of the Merger Consideration.

6.3. Each recipient of this Certificate is entitled to rely upon the certifications, representations, and statements contained herein for purposes of determining its obligations to deduct and withhold any amount under Section 1445 of the Code in connection with the Merger and the payment of the Merger Consideration. Such reliance shall be in accordance with, and subject to the provisions of, Treasury Regulations Section 1.1445-2(c)(3) and Treasury Regulations Section 1.897-2(h).

6.4. Cloudium Technologies plc hereby undertakes to notify each of Parent, Merger Sub, the Paying Agent, the Transfer Agent, and the Administrative Agent promptly (and in any event prior to the Effective Time) if, at any time prior to the Effective Time (11:59 p.m. Eastern Time on July 9, 2024), any representation, certification, or statement set forth in this Certificate ceases to be true, correct, and complete in all material respects, or if any event or change in circumstances occurs that would cause any such representation, certification, or statement to be inaccurate or misleading.

SECTION 7: GOVERNING LAW

This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The selection of Delaware law as the governing law of this Certificate is consistent with, and made pursuant to, Section 12.09 of the Merger Agreement.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of the date first written above.

CLOUDIUM TECHNOLOGIES PLC

By: ________

Name: Sienna Whitfield

Title: Chief Financial Officer

Date: July 9, 2024

Address for Notices: 45 Broadwick Street London W1F 0DB United Kingdom

and

600 Townsend Street, Suite 800 San Francisco, California 94103 United States of America

EIN: 83-2196754

ACKNOWLEDGMENT AND RECEIPT

The undersigned hereby acknowledge receipt of the foregoing Certificate of Non-Foreign Status and Certification Regarding United States Real Property Holding Corporation Status, dated July 9, 2024, delivered by Cloudium Technologies plc pursuant to Section 8.02(e) of the Merger Agreement.

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

By: Solara Fund VI GP LLC, its General Partner

By: ________

Name: Marcus Elliston

Title: Managing Partner

Date: July 9, 2024

STRATOS MERGER SUB INC.

By: ________

Name: Priya Narasimhan

Title: President and Authorized Signatory

Date: July 9, 2024

This Certificate has been prepared by Calderwood & Harkness LLP, 599 Lexington Avenue, New York, NY 10022, as counsel to Cloudium Technologies plc in connection with the Merger. This Certificate is provided solely for the purposes stated herein and may not be relied upon for any other purpose. Matter No. 1041-00003.

CONFIDENTIAL TREATMENT REQUESTED
CERTIFICATE OF NON-FOREIGN STATUS AND CERTIFICATION REGARDING UNITED STATES REAL PROPERTY HOLDING CORPORATION STATUS PURSUANT TO SECTIONS 897 AND 1445 OF THE INTERNAL REVENUE CODE
Delivered: July 9, 2024
Prepared by: Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Matter No. 1041-00003
This Certificate of Non-Foreign Status and Certification Regarding United States Real Property Holding Corporation Status (this "Certificate") is delivered at the closing (the "Closing") occurring on July 9, 2024, in connection with that certain Agreement and Plan of Merger, dated as of January 22, 2024 (as the same may have been amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) ("Cloudium" or the "Company"), Stratos Merger Sub Inc., a corporation organized under the laws of the State of Delaware ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, a limited partnership organized under the laws of the State of Delaware (EIN: 87-4523190) ("Parent" or "Solara"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
RECITALS
A. Section 8.02(e) of the Merger Agreement requires, as a condition precedent to the obligation of Parent and Merger Sub to consummate the transactions contemplated thereby, the delivery by the Company at the Closing of a certificate, duly executed by an authorized officer of the Company, certifying as to the matters set forth herein with respect to Sections 897 and 1445 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder (the "Treasury Regulations").
B. The Merger Agreement provides for the merger (the "Merger") of Stratos Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, with and into Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521), with Cloudium surviving the Merger as a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP. The Merger constitutes a reverse triangular merger effected under the Delaware General Corporation Law, as amended (the "DGCL"), and applicable provisions of the Companies Act 2006 of the United Kingdom.
C. The aggregate merger consideration payable in connection with the Merger is Six Billion Eight Hundred Million United States Dollars ($6,800,000,000), representing Thirty-Six Dollars and Ninety-Two Cents ($36.92) per share (the "Per Share Merger Consideration") for each of the One Hundred Eighty-Four Million Two Hundred Thousand (184,200,000) shares of common stock, par value $0.001 per share, of Cloudium outstanding immediately prior to the effective time of the Merger (the "Merger Consideration").
D. The Closing is occurring on July 9, 2024, and the Merger shall become effective at 11:59 p.m. Eastern Time on July 9, 2024 (the "Effective Time"), upon the filing of the certificate of merger with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL and the filing of the requisite documentation with the Registrar of Companies for England and Wales.
E. The purpose of this Certificate is to establish that withholding under Section 1445 of the Code is not required with respect to the Merger Consideration paid to holders of shares of Cloudium common stock in connection with the Merger, and to satisfy the requirements set forth in Treasury Regulations Section 1.1445-2(c)(3) (certification by a transferor that it is not a United States real property holding corporation) and Treasury Regulations Section 1.897-2(h) (statement by a foreign corporation that interests therein are not United States real property interests).
NOW, THEREFORE, the undersigned, being a duly authorized officer of Cloudium Technologies plc, hereby certifies and represents as follows:
SECTION 1: IDENTIFICATION OF THE TRANSFEROR ENTITY
1.1. The full legal name of the entity providing this Certificate is Cloudium Technologies plc.
1.2. Cloudium Technologies plc is a public limited company duly incorporated and existing under the laws of England and Wales, with Company Number 09734521 assigned by the Registrar of Companies for England and Wales.
1.3. The registered office of Cloudium Technologies plc is located at:
45 Broadwick Street London W1F 0DB United Kingdom
1.4. The principal office of Cloudium Technologies plc in the United States is located at:
600 Townsend Street, Suite 800 San Francisco, California 94103 United States of America
1.5. Cloudium Technologies plc has been assigned United States Employer Identification Number (EIN) 83-2196754 by the Internal Revenue Service.
1.6. Shares of Cloudium common stock are currently listed and traded on the Nasdaq Global Select Market under the ticker symbol CLDM. In connection with the consummation of the Merger and pursuant to the terms of the Merger Agreement, the Company expects that shares of Cloudium common stock will be delisted from the Nasdaq Global Select Market and deregistered under the Securities Exchange Act of 1934, as amended, following the Closing, with such delisting expected to occur on or about July 10, 2024.
1.7. Cloudium Technologies plc is treated as a foreign corporation for United States federal income tax purposes. Cloudium was incorporated under the laws of England and Wales and is not, and has at no time been, organized or created under the laws of the United States, any State thereof, or the District of Columbia. Cloudium has not made an election under Section 897(i) of the Code to be treated as a domestic corporation for purposes of Sections 897, 1445, and 6039C of the Code.
SECTION 2: CERTIFICATION REGARDING UNITED STATES REAL PROPERTY HOLDING CORPORATION STATUS
2.1 Statement of Non-USRPHC Status
Cloudium Technologies plc hereby certifies that it is NOT a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code (a "USRPHC") as of the date of this Certificate.
Furthermore, at no time during the five-year period ending on the date of this Certificate (i.e., the period from July 10, 2019 through July 9, 2024) — or, if shorter, such period during which Cloudium has been in existence — has Cloudium been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code.
Accordingly, interests in Cloudium Technologies plc (including shares of Cloudium common stock) do not constitute "United States real property interests" within the meaning of Section 897(c)(1)(A)(ii) of the Code by reason of Cloudium's status as a USRPHC, and the disposition of such interests by holders thereof in connection with the Merger does not give rise to withholding obligations under Section 1445 of the Code on this basis.
2.2 Basis for Certification
The certification set forth in Section 2.1 above is based upon the following facts, circumstances, and analysis:
(a) Under Section 897(c)(2) of the Code, a corporation is a "United States real property holding corporation" if the fair market value of its "United States real property interests" (as defined in Section 897(c)(1) of the Code, and including interests in real property located in the United States or the Virgin Islands, and any interest (other than solely as a creditor) in any domestic corporation that is itself a USRPHC) equals or exceeds fifty percent (50%) of the sum of the fair market values of:
(i) its United States real property interests;
(ii) its interests in real property located outside the United States; and
(iii) any other of its assets which are used or held for use in a trade or business.
(b) Cloudium Technologies plc is principally engaged in the business of developing, marketing, and licensing cloud-native enterprise resource planning ("ERP"), customer-relationship management ("CRM"), and business-intelligence ("BI") software-as-a-service ("SaaS") solutions to enterprise and mid-market customers worldwide. Cloudium is fundamentally a technology and software company. Its revenues are derived overwhelmingly from subscription-based recurring revenue for access to its proprietary SaaS platform, together with ancillary professional services, implementation support, and managed hosting services.
(c) The assets of Cloudium Technologies plc and its subsidiaries consist primarily of:
(i) intellectual property, including patents, trademarks, copyrights, trade secrets, and proprietary software code;
(ii) developed and internally developed software and technology platforms;
(iii) customer contracts, customer relationships, and associated recurring revenue streams;
(iv) goodwill and going-concern value;
(v) cash, cash equivalents, and short-term investments;
(vi) accounts receivable, prepaid expenses, and other current assets;
(vii) leasehold interests in office and data center space (as further described below); and
(viii) tangible personal property, including servers, networking equipment, furniture, and fixtures.
(d) Cloudium Technologies plc does not own, and has not at any time during the relevant testing period owned, material United States real property interests. Cloudium's presence in the United States is conducted from leased premises. Specifically, Cloudium maintains leasehold interests in office space located at 600 Townsend Street, Suite 800, San Francisco, California 94103; 1700 Seventh Avenue, Suite 2300, Seattle, Washington 98101; and 200 Park Avenue South, 12th Floor, New York, New York 10003. Each of these facilities is occupied pursuant to operating lease arrangements under which Cloudium is the lessee and does not hold a fee simple or other ownership interest in the underlying real property. To the extent that any of these leasehold interests constitute "real property" for purposes of Section 897 of the Code, the aggregate fair market value of such interests is de minimis relative to the total fair market value of Cloudium's worldwide assets.
(e) The foregoing analysis takes into account not only the assets held directly by Cloudium Technologies plc but also the assets held through each of its direct and indirect subsidiaries, including:
(i) Cloudium Technologies UK Ltd., a company incorporated under the laws of England and Wales (Company No. 11287456), which serves as Cloudium's principal operating subsidiary in the United Kingdom and Europe;
(ii) Cloudium Technologies India Pvt. Ltd., a private limited company organized under the laws of India, with its principal offices located in Bangalore, Karnataka, India, which serves as Cloudium's principal engineering and development center; and
(iii) Cloudium Solutions GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany, with its principal offices located in Berlin, Germany, which serves as Cloudium's sales and customer success hub for the DACH region.
None of the foregoing subsidiaries holds material United States real property interests. The assets of these subsidiaries consist predominantly of intellectual property, software, customer contracts and relationships, cash, accounts receivable, and leasehold interests in non-U.S. real property.
(f) Based on the analysis performed as of the date hereof, the fair market value of all United States real property interests held by Cloudium Technologies plc and its subsidiaries (determined on a consolidated basis in accordance with the principles of Section 897(c)(2) of the Code and the Treasury Regulations thereunder) is substantially less than fifty percent (50%) of the aggregate fair market value of all of Cloudium's worldwide assets (including United States real property interests, interests in real property located outside the United States, and other assets used or held for use in a trade or business). In fact, the ratio of the fair market value of United States real property interests to the aggregate fair market value of all worldwide assets is estimated to be less than two percent (2%).
(g) The foregoing determination is supported by and consistent with the analysis conducted by Leonard Cross, Specialist Partner, Tax, Calderwood & Harkness LLP, and Richard Okamura, Lead Partner, Transaction Tax, Glenmore Thornton LLP, each of whom has reviewed the composition of Cloudium's assets, the fair market values thereof, and the classification of such assets for purposes of Sections 897 and 1445 of the Code. The analysis was performed in connection with the tax due diligence workstream associated with the Merger and is reflected in the transaction tax memorandum dated June 14, 2024 (Project Nimbus — FIRPTA Analysis Memorandum, Calderwood & Harkness LLP File Reference 1041-00003-FIRPTA), a copy of which has been made available to Parent and its advisors.
2.3 Treasury Regulations Compliance
(a) This Certificate is provided pursuant to, and is intended to satisfy the requirements of, Treasury Regulations Section 1.1445-2(c)(3), which provides that no withholding is required under Section 1445 of the Code upon the acquisition of an interest in a domestic or foreign corporation if the transferor provides a certification to the transferee (or other person required to withhold) that the interest transferred is not a United States real property interest. Treasury Regulations Section 1.1445-2(c)(3)(i) provides that such a certification may be made by the corporation whose interest is being transferred, certifying that such interest is not a United States real property interest. The certification set forth in this Certificate satisfies the content requirements of Treasury Regulations Section 1.1445-2(c)(3)(i), including identification of the corporation, its taxpayer identification number, and the statement that the interest is not a United States real property interest.
(b) This Certificate is also provided pursuant to, and is intended to satisfy the requirements of, Treasury Regulations Section 1.897-2(h), which permits a foreign corporation to provide a statement to the effect that interests in such corporation are not United States real property interests. Treasury Regulations Section 1.897-2(h)(1) provides that a foreign corporation may provide such a statement if, on the date of the disposition, such corporation is not a United States real property holding corporation and was not a United States real property holding corporation at any time during the shorter of (i) the period after June 18, 1980, during which the holder held such interest, or (ii) the five-year period ending on the date of the disposition. Cloudium satisfies the foregoing requirements, as set forth in Sections 2.1 and 2.2 above.
(c) The undersigned, in her capacity as Chief Financial Officer of Cloudium Technologies plc, understands and acknowledges that this Certificate may be disclosed to the Internal Revenue Service of the United States ("IRS") by any recipient hereof or by any other party as may be required under applicable law or the Treasury Regulations. The undersigned further understands and acknowledges that any false statement contained herein could subject the undersigned, and/or Cloudium Technologies plc, to penalties of perjury and could be punished by fine, imprisonment, or both, under the applicable provisions of the Code and Title 18 of the United States Code.
SECTION 3: CERTIFICATION REGARDING WITHHOLDING UNDER SECTION 1445
3.1. Section 1445(a) of the Code generally requires that any transferee of a United States real property interest withhold a tax equal to fifteen percent (15%) of the amount realized by the transferor on the disposition of such interest. Under Section 1445(e)(3), in the case of a disposition of a United States real property interest by a foreign corporation in a transaction subject to tax under Section 897 of the Code, the foreign corporation is required to withhold under Section 1445(e)(3) a tax equal to the rate specified in Section 1446(b)(2)(B) of the Code (currently 21%) multiplied by the gain recognized by the foreign corporation on such disposition.
3.2. For the reasons set forth in Section 2 above, Cloudium Technologies plc is not, and has not been during the applicable testing period (the five-year period ending on July 9, 2024, or such shorter period during which Cloudium has been in existence), a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code. Because Cloudium is not, and has not been, a USRPHC, the shares of Cloudium common stock do not constitute "United States real property interests" within the meaning of Section 897(c)(1)(A)(ii) of the Code. Specifically, Section 897(c)(1)(A)(ii) of the Code provides that an interest in a corporation constitutes a United States real property interest only if such corporation was a United States real property holding corporation at any time during the shorter of (x) the period after June 18, 1980, during which the taxpayer held such interest, or (y) the five-year period ending on the date of the disposition. Cloudium does not satisfy this test, and accordingly the shares of Cloudium common stock are not United States real property interests.
3.3. Based on the foregoing, each of the following parties is not required to deduct or withhold any amount under Section 1445 of the Code with respect to the Merger Consideration (including the Per Share Merger Consideration of $36.92 per share in cash) paid or payable to holders of shares of Cloudium common stock in connection with the Merger:
(a) Solara Digital Infrastructure Fund VI LP (EIN: 87-4523190), a Delaware limited partnership, in its capacity as the ultimate acquiror and Parent under the Merger Agreement;
(b) Stratos Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, in its capacity as the merging entity under the Merger Agreement;
(c) Cobalt Trust Company, with offices located at 100 Wall Street, New York, New York 10005, in its capacity as the escrow agent and paying agent appointed pursuant to Section 3.01 of the Merger Agreement (the "Paying Agent"); and
(d) Cascade Corporate Services Inc., with offices located at 6201 15th Avenue, Brooklyn, New York 11219, in its capacity as the transfer agent for the shares of Cloudium common stock (the "Transfer Agent").
3.4. Each of the foregoing parties may rely upon this Certificate for purposes of determining that no withholding obligation arises under Section 1445 of the Code in connection with the payment of the Merger Consideration to Cloudium stockholders in connection with the Merger.
SECTION 4: DOMESTICALLY CONTROLLED QUALIFIED INVESTMENT ENTITY EXCEPTION (INAPPLICABILITY NOTATION)
4.1. For the avoidance of doubt, and for purposes of completeness in the record, Cloudium Technologies plc is not a "qualified investment entity" within the meaning of Section 897(h)(4) of the Code. Specifically, Cloudium is not a "real estate investment trust" (as defined in Section 856 of the Code) and is not a "regulated investment company" (as defined in Section 851 of the Code).
4.2. Accordingly, the exception from the application of Section 897(a) of the Code provided under Section 897(h)(1) of the Code with respect to interests in domestically controlled qualified investment entities is not relevant to, and has no application in connection with, the transactions contemplated by the Merger Agreement. The analysis and certifications set forth in this Certificate do not rely upon, and are not premised upon, the availability of such exception.
SECTION 5: ADDITIONAL REPRESENTATIONS
The undersigned, in her capacity as Chief Financial Officer of Cloudium Technologies plc, and on behalf of the Company, hereby further represents and certifies as follows:
5.1. Taxpayer Identification Number. The United States Employer Identification Number of Cloudium Technologies plc is 83-2196754. This EIN was duly obtained by Cloudium from the IRS and has been used by Cloudium for all required United States federal income tax filings and information reporting purposes.
5.2. Tax Classification. Cloudium Technologies plc is classified as a foreign corporation for United States federal income tax purposes. Cloudium has not made, and is not the subject of, any election or determination that would cause it to be treated as other than a foreign corporation for such purposes (including, without limitation, any election under Section 897(i) of the Code or any "check-the-box" election on IRS Form 8832 that would alter such classification).
5.3. No Adverse IRS Determination. Cloudium Technologies plc has not received any determination letter, notice of proposed adjustment, revenue agent's report, notice of deficiency, or other written correspondence or communication from the IRS indicating, suggesting, or asserting that Cloudium is, or may be, a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code, or that interests in Cloudium constitute or may constitute United States real property interests within the meaning of Section 897(c)(1) of the Code.
5.4. Accuracy of Statements. The facts and circumstances set forth in this Certificate, and each representation, certification, and statement contained herein, are true, correct, and complete in all material respects as of the date hereof. The undersigned has made due inquiry into the matters certified herein and has no knowledge of any fact or circumstance that would render any statement contained in this Certificate inaccurate or misleading.
5.5. Authority. The undersigned is duly authorized to execute and deliver this Certificate on behalf of Cloudium Technologies plc. The execution and delivery of this Certificate has been duly authorized by all necessary corporate action on the part of Cloudium, and this Certificate constitutes the valid and binding obligation of Cloudium enforceable in accordance with its terms.
SECTION 6: RELIANCE AND DISTRIBUTION
6.1. This Certificate is delivered to Solara Digital Infrastructure Fund VI LP and Stratos Merger Sub Inc. pursuant to Section 8.02(e) of the Merger Agreement as a condition precedent to the obligation of Parent and Merger Sub to consummate the Closing and the transactions contemplated by the Merger Agreement.
6.2. A copy of this Certificate may be provided to, and relied upon by, each of the following parties for purposes of determining their respective withholding obligations under Section 1445 of the Code in connection with the Merger:
(a) Cobalt Trust Company, 100 Wall Street, New York, New York 10005, in its capacity as escrow agent and paying agent under the Merger Agreement;
(b) Cascade Corporate Services Inc., 6201 15th Avenue, Brooklyn, New York 11219, in its capacity as transfer agent for the shares of Cloudium common stock;
(c) Meridian Atlantic Bank, N.A., in its capacity as administrative agent under that certain Credit Agreement, dated as of July 9, 2024 (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), by and among Solara Digital Infrastructure Fund VI LP, the lenders party thereto from time to time, and Meridian Atlantic Bank, N.A., as administrative agent; and
(d) any other person who is or may be required to withhold under Section 1445 of the Code in connection with the Merger or the payment of the Merger Consideration.
6.3. Each recipient of this Certificate is entitled to rely upon the certifications, representations, and statements contained herein for purposes of determining its obligations to deduct and withhold any amount under Section 1445 of the Code in connection with the Merger and the payment of the Merger Consideration. Such reliance shall be in accordance with, and subject to the provisions of, Treasury Regulations Section 1.1445-2(c)(3) and Treasury Regulations Section 1.897-2(h).
6.4. Cloudium Technologies plc hereby undertakes to notify each of Parent, Merger Sub, the Paying Agent, the Transfer Agent, and the Administrative Agent promptly (and in any event prior to the Effective Time) if, at any time prior to the Effective Time (11:59 p.m. Eastern Time on July 9, 2024), any representation, certification, or statement set forth in this Certificate ceases to be true, correct, and complete in all material respects, or if any event or change in circumstances occurs that would cause any such representation, certification, or statement to be inaccurate or misleading.
SECTION 7: GOVERNING LAW
This Certificate shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The selection of Delaware law as the governing law of this Certificate is consistent with, and made pursuant to, Section 12.09 of the Merger Agreement.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as of the date first written above.
CLOUDIUM TECHNOLOGIES PLC
By: ________
Name: Sienna Whitfield
Title: Chief Financial Officer
Date: July 9, 2024
Address for Notices: 45 Broadwick Street London W1F 0DB United Kingdom
and
600 Townsend Street, Suite 800 San Francisco, California 94103 United States of America
EIN: 83-2196754
ACKNOWLEDGMENT AND RECEIPT
The undersigned hereby acknowledge receipt of the foregoing Certificate of Non-Foreign Status and Certification Regarding United States Real Property Holding Corporation Status, dated July 9, 2024, delivered by Cloudium Technologies plc pursuant to Section 8.02(e) of the Merger Agreement.
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP
By: Solara Fund VI GP LLC, its General Partner
By: ________
Name: Marcus Elliston
Title: Managing Partner
Date: July 9, 2024
STRATOS MERGER SUB INC.
By: ________
Name: Priya Narasimhan
Title: President and Authorized Signatory
Date: July 9, 2024
This Certificate has been prepared by Calderwood & Harkness LLP, 599 Lexington Avenue, New York, NY 10022, as counsel to Cloudium Technologies plc in connection with the Merger. This Certificate is provided solely for the purposes stated herein and may not be relied upon for any other purpose. Matter No. 1041-00003.

CONFIDENTIAL TREATMENT REQUESTED

RECITALS

SECTION 1: IDENTIFICATION OF THE TRANSFEROR ENTITY

SECTION 3: CERTIFICATION REGARDING WITHHOLDING UNDER SECTION 1445

SECTION 5: ADDITIONAL REPRESENTATIONS

SECTION 6: RELIANCE AND DISTRIBUTION

SECTION 7: GOVERNING LAW

CLOUDIUM TECHNOLOGIES PLC

EIN: 83-2196754

ACKNOWLEDGMENT AND RECEIPT

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

STRATOS MERGER SUB INC.

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