LETTER OF TRANSMITTAL

LETTER OF TRANSMITTAL
For the Exchange of Shares of Common Stock of Cloudium Technologies plc (Nasdaq: CLDM)
Pursuant to the Agreement and Plan of Merger, dated as of January 22, 2024
among
Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP
Merger Consideration: $36.92 Per Share, Net to the Holder in Cash, Without Interest, Subject to Applicable Withholding Taxes
Effective Date of Merger: July 9, 2024, at 11:59 PM Eastern Time
Date of Letter of Transmittal: July 10, 2024
EXCHANGE AGENT:
Cascade Corporate Services Inc. Corporate Actions Department 6201 15th Avenue Brooklyn, NY 11219 Telephone: (718) 921-8200
Email: corporateactions@cascadecorp.com
IMPORTANT — PLEASE READ CAREFULLY
DO NOT SEND STOCK CERTIFICATES OR BOOK-ENTRY TRANSFER CONFIRMATIONS TO CLOUDIUM TECHNOLOGIES PLC, SOLARA DIGITAL INFRASTRUCTURE FUND VI LP, STRATOS MERGER SUB INC., OR ANY PARTY OTHER THAN CASCADE CORPORATE SERVICES INC. AS EXCHANGE AGENT.
THIS LETTER OF TRANSMITTAL SHOULD BE COMPLETED, SIGNED, AND SUBMITTED TOGETHER WITH ALL OTHER REQUIRED DOCUMENTS TO CASCADE CORPORATE SERVICES INC. AS SET FORTH HEREIN.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, STOCK CERTIFICATES, AND ALL OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE SURRENDERING HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
SECTION 1: INTRODUCTION AND BACKGROUND
1.1 Description of the Merger
This Letter of Transmittal relates to the merger (the "Merger") consummated pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 22, 2024, by and among Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company Number 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 ("Parent").
The Merger was effected as a reverse triangular merger, pursuant to which Merger Sub merged with and into Cloudium, with Cloudium continuing as the surviving entity and a wholly owned subsidiary of Parent. The Certificate of Merger was duly filed with the Secretary of State of the State of Delaware, and the Merger became effective at 11:59 PM Eastern Time on July 9, 2024 (the "Effective Time"). As a result of the Merger, Cloudium ceased to exist as an independent publicly traded company and became a wholly owned subsidiary of Parent, operating under the direction and control of Solara Digital Infrastructure Fund VI LP and its affiliated management entities.
At the Effective Time, each share of common stock, par value $0.01 per share, of Cloudium Technologies plc (the "Shares" or "Cloudium Common Stock") issued and outstanding immediately prior to the Effective Time (other than (i) shares owned by Parent, Merger Sub, or Cloudium (including shares held in treasury by the Company), (ii) shares subject to valid rollover elections made pursuant to the Rollover Agreements described in Section 6 below, and (iii) shares held by stockholders who have properly demanded and perfected appraisal rights under Section 262 of the Delaware General Corporation Law (the "DGCL") and who have not effectively withdrawn or otherwise lost such rights) was automatically converted into the right to receive $36.92 per share in cash, without interest thereon and subject to any applicable withholding taxes (the "Merger Consideration").
As of the Effective Time, there were 184,200,000 shares of Cloudium Common Stock issued and outstanding. The aggregate consideration payable to eligible former stockholders in connection with the Merger, before giving effect to the escrow arrangements described in Section 11.6 below, is approximately $6,800,000,000 (the "Deal Value").
Effective as of July 10, 2024, Cloudium Common Stock ceased trading on the Nasdaq Global Select Market under the ticker symbol "CLDM," and the shares were delisted. Former stockholders of Cloudium are entitled to receive the Merger Consideration upon proper surrender of their Shares and compliance with the procedures set forth in this Letter of Transmittal.
1.2 Purpose of This Letter of Transmittal
This Letter of Transmittal is to be used by former holders of Cloudium Common Stock to surrender their Shares (whether held in certificated form or in book-entry form) to Cascade Corporate Services Inc., in its capacity as exchange agent for the Merger (the "Exchange Agent"), in exchange for the Merger Consideration to which such former holders are entitled under the Merger Agreement. This Letter of Transmittal sets forth the procedures for effecting such exchange, including the documents required to be submitted, the representations and warranties to be made by surrendering holders, and the applicable tax certification requirements.
Capitalized terms used but not otherwise defined in this Letter of Transmittal shall have the meanings ascribed to such terms in the Merger Agreement. In the event of any inconsistency between this Letter of Transmittal and the Merger Agreement, the terms of the Merger Agreement shall control.
1.3 Exchange Agent Information
The Exchange Agent appointed in connection with the Merger is:
Cascade Corporate Services Inc.
Attention: Corporate Actions Department
6201 15th Avenue Brooklyn, NY 11219
For delivery by mail: Cascade Corporate Services Inc.
Attention: Corporate Actions Department
6201 15th Avenue Brooklyn, NY 11219
For delivery by overnight courier (e.g., Severin Partners LLC, Halcyon Partners LLC, Tarrant & Co.): Cascade Corporate Services Inc.
Attention: Corporate Actions Department
6201 15th Avenue Brooklyn, NY 11219
Telephone: (718) 921-8200
Email: corporateactions@cascadecorp.com
All inquiries regarding this Letter of Transmittal, the exchange procedures, the status of submitted materials, and any other matters relating to the surrender of Shares and payment of the Merger Consideration should be directed exclusively to the Exchange Agent at the address, telephone number, or email address set forth above. Neither Cloudium Technologies plc, Solara Digital Infrastructure Fund VI LP, Stratos Merger Sub Inc., nor any of their respective affiliates, officers, directors, employees, or agents is authorized to accept surrender of Shares or to respond to inquiries regarding the exchange process.
SECTION 2: INSTRUCTIONS FOR SURRENDER OF SHARES
2.1 Holders of Certificated Shares
Former holders of Cloudium Common Stock who hold physical stock certificates ("Certificated Shares") representing Shares must complete the following steps in order to receive the Merger Consideration:
(a) Complete and sign this Letter of Transmittal in accordance with the instructions set forth herein, including all applicable sections and certifications;
(b) Surrender the original stock certificate(s) representing all Shares to be exchanged. Each certificate must be included in its original form; photocopies or facsimiles of certificates will not be accepted;
(c) Include a properly completed and signed IRS Form W-9 (for holders that are "United States persons" as defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code")) or the appropriate IRS Form W-8 (for holders that are not "United States persons"), as more fully described in Section 7 below; and
(d) Mail or deliver the completed Letter of Transmittal, original stock certificate(s), and completed tax form(s) to the Exchange Agent at the address set forth in Section 1.3 above.
Former holders should not forward stock certificates to Cloudium Technologies plc, Solara Digital Infrastructure Fund VI LP, Stratos Merger Sub Inc., or any party other than the Exchange Agent. Any certificates received by any party other than the Exchange Agent will be returned to the submitting holder and will not constitute proper surrender of Shares.
IMPORTANT: Delivery of all documents to the Exchange Agent will be deemed effected, and risk of loss and title to the certificates shall pass, only upon actual physical receipt by the Exchange Agent at the address specified herein. The Exchange Agent is not responsible for any delay, loss, or destruction of materials in transit, regardless of the method of delivery selected. Former holders are strongly encouraged to use registered mail with return receipt requested, properly insured, or a recognized overnight courier service with tracking capability, when transmitting certificates and other documents to the Exchange Agent.
2.2 Holders of Book-Entry Shares
Former holders whose Shares were held in book-entry form, whether through the facilities of the Depository Trust Company ("DTC") or directly on the books and records of the Company's transfer agent, must complete the following steps in order to receive the Merger Consideration:
(a) Complete and sign this Letter of Transmittal in accordance with the instructions set forth herein;
(b) Provide the applicable book-entry position or DTC participant account information in the designated section of this Letter of Transmittal (see Section 10.1 below);
(c) Include a properly completed and signed IRS Form W-9 or the appropriate IRS Form W-8, as described in Section 7 below; and
(d) Submit the completed Letter of Transmittal and all accompanying documentation to the Exchange Agent at the address set forth in Section 1.3 above.
For Shares held through a broker, bank, custodian, or other nominee: Former holders whose Shares were held in "street name" through a broker, bank, custodian, or other nominee should contact their broker, bank, custodian, or other nominee for specific instructions regarding the surrender of Shares and receipt of the Merger Consideration. Such nominees may have their own procedures and deadlines for processing the exchange, and former holders holding through nominees are encouraged to act promptly and to follow the instructions provided by their nominees. The Exchange Agent is not responsible for the acts or omissions of any broker, bank, custodian, or other nominee in connection with the exchange process.
2.3 Lost, Stolen, or Destroyed Certificates
If any stock certificate representing Shares of Cloudium Common Stock has been lost, stolen, or destroyed, the former holder must take the following steps in order to receive the Merger Consideration with respect to the Shares represented by such certificate:
(a) Check the box in the "Lost Certificate Indication" section of this Letter of Transmittal (see Section 10.3 below);
(b) Contact the Exchange Agent at the telephone number or email address set forth in Section 1.3 above for instructions on obtaining an affidavit of loss and, if required by the Exchange Agent, a surety bond;
(c) Execute and deliver to the Exchange Agent an affidavit of loss in the form provided by or acceptable to the Exchange Agent, attesting to the loss, theft, or destruction of the certificate(s) and providing such other information as the Exchange Agent may reasonably require; and
(d) If required by the Exchange Agent, obtain and deliver to the Exchange Agent a surety bond in an amount sufficient to indemnify the surviving entity, the Exchange Agent, Parent, and their respective affiliates against any claim that may be made against any of them on account of the alleged loss, theft, or destruction of such certificate(s). The cost of any such surety bond shall be borne by the former holder.
Payment of the Merger Consideration with respect to Shares represented by a lost, stolen, or destroyed certificate will not be made until the required affidavit of loss and any surety bond have been received by the Exchange Agent in form and substance satisfactory to the Exchange Agent. The Exchange Agent reserves the right to waive the surety bond requirement in its discretion and in accordance with the Merger Agreement.
2.4 Guaranteed Delivery
If a former holder is unable to deliver the certificate(s), this Letter of Transmittal, or any other required documents to the Exchange Agent by the time such former holder wishes to effectuate the exchange, the former holder may utilize the guaranteed delivery procedure described below:
(a) The former holder must cause a Notice of Guaranteed Delivery, substantially in the form provided by the Exchange Agent (a copy of which is enclosed herewith as Enclosure 5), to be submitted to the Exchange Agent by or through an Eligible Institution. An "Eligible Institution" means a member firm of a registered national securities exchange, a member of the Financial Industry Regulatory Authority, Inc. ("FINRA"), or a commercial bank or trust company having an office or correspondent in the United States.
(b) The Notice of Guaranteed Delivery must set forth the name and address of the holder, the certificate number(s) (if applicable) and the number of Shares to be surrendered, and a guarantee by such Eligible Institution that delivery of the certificate(s), a properly completed and signed Letter of Transmittal, and all other required documents will be made to the Exchange Agent within three (3) Nasdaq trading days after the date of execution of such Notice of Guaranteed Delivery.
(c) The certificate(s) (or confirmation of book-entry transfer), the properly completed and signed Letter of Transmittal, and all other required documents must then be received by the Exchange Agent within three (3) Nasdaq trading days after the date of execution of the Notice of Guaranteed Delivery.
Failure to deliver the required materials within the three (3) Nasdaq trading-day period following delivery of the Notice of Guaranteed Delivery will render the guaranteed delivery procedure void, and the former holder must thereafter comply with the standard surrender procedures set forth in this Section 2.
SECTION 3: CONSIDERATION AND PAYMENT
3.1 Merger Consideration
Each Share of Cloudium Common Stock properly surrendered to the Exchange Agent in accordance with the procedures set forth in this Letter of Transmittal, and not otherwise excluded from the Merger Consideration (as described in Section 1.1 above), will be exchanged for the Merger Consideration of $36.92 per Share in cash, without interest, subject to any applicable withholding taxes as described in Section 3.4 below.
No fractional share consideration is applicable to the Merger. All Shares held by a single stockholder of record (or a group of joint holders of record) as of the Effective Time are aggregated for purposes of calculating the total Merger Consideration payable to such stockholder. The total Merger Consideration payable to a former holder equals the product of (x) the number of Shares properly surrendered by such holder, multiplied by (y) $36.92.
3.2 Payment Mechanics
Upon receipt by the Exchange Agent of (a) a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof), (b) the original stock certificate(s) representing the Shares to be exchanged (or, in the case of book-entry Shares, proper book-entry transfer documentation or confirmation of the former holder's book-entry position), (c) a properly completed and signed IRS Form W-9 or applicable IRS Form W-8, and (d) any other documents required by this Letter of Transmittal or reasonably requested by the Exchange Agent, the Exchange Agent will cause the Merger Consideration to be paid to the former holder as promptly as practicable, and in any event within five (5) business days following the Exchange Agent's receipt of all required documentation in good order.
Payment of the Merger Consideration will be made by one of the following methods, at the election of the former holder:
(i) Payment by Check. Unless the former holder elects wire transfer as described below, payment will be made by check drawn on a U.S. bank, payable in U.S. dollars, mailed to the address set forth by the former holder in this Letter of Transmittal or, if Special Delivery Instructions have been completed, to the address specified therein. The Exchange Agent will mail such check by first-class mail, postage prepaid. The Exchange Agent shall not be responsible for any delay in the delivery of mail or for any loss of a check in transit.
(ii) Payment by Wire Transfer. If the former holder elects to receive payment by wire transfer, the former holder must provide complete wire transfer instructions in the designated section of this Letter of Transmittal (see Section 10.2 below), including the name of the receiving bank, the ABA/routing number, the account number, the name on the account, and any required reference or memo information. Wire transfers are subject to the Exchange Agent's standard processing procedures and any applicable wire transfer fees charged by the receiving bank. The Exchange Agent does not charge a fee for outgoing domestic wire transfers; however, fees for international wire transfers, if applicable, shall be borne by the former holder.
3.3 No Interest
No interest will be paid or will accrue on the Merger Consideration from and after the Effective Time, regardless of any delay in making payment to any former holder. Former holders are not entitled to any dividends, distributions, or other payments with respect to the Shares from and after the Effective Time, other than the Merger Consideration as set forth herein.
3.4 Withholding.  The Exchange Agent, the surviving entity, Parent, and each of their respective affiliates and agents shall be entitled to deduct and withhold from the Merger Consideration otherwise payable to any former holder such amounts as may be required to be deducted and withheld under applicable provisions of federal, state, local, or foreign tax law, including without limitation:
(a) Backup withholding under Section 3406 of the Code, at the applicable rate (currently 24%), if the former holder fails to provide a properly completed IRS Form W-9 or is otherwise subject to backup withholding;
(b) Withholding on payments to non-U.S. persons under Sections 1441, 1442, and 1443 of the Code, at a rate of 30% (or such lower rate as may be applicable under an income tax treaty between the United States and the former holder's country of residence, provided the former holder has furnished a properly completed IRS Form W-8BEN or W-8BEN-E claiming treaty benefits);
(c) FIRPTA withholding under Sections 1445 and 897 of the Code, to the extent applicable (see Section 7.3 below for information regarding the FIRPTA certificate delivered at closing); and
(d) Any other amounts required to be withheld under applicable state, local, or foreign tax laws.
Any amounts so deducted and withheld shall be remitted to the appropriate taxing authority and shall be treated as having been paid to the former holder for all purposes of this Letter of Transmittal and the Merger Agreement. Former holders are urged to complete and submit the applicable IRS Form W-9 or IRS Form W-8 as described in Section 7 below in order to avoid or minimize withholding. The Exchange Agent and Parent make no representations regarding the tax consequences of the Merger or the receipt of the Merger Consideration. Former holders are encouraged to consult their own tax advisors regarding the specific tax consequences applicable to their individual circumstances.
SECTION 4: REPRESENTATIONS AND WARRANTIES OF THE SUBMITTING HOLDER
By signing this Letter of Transmittal, the submitting holder (or the submitting holder's duly authorized representative) hereby represents and warrants to the Exchange Agent, the surviving entity, and Parent, severally and not jointly, as follows:
1.  Ownership. The submitting holder is the registered owner of, or the duly authorized representative of the registered owner of, the Shares being surrendered pursuant to this Letter of Transmittal, and has full legal and beneficial ownership of such Shares.
2.  Authority. The submitting holder has full power, authority, and legal capacity to surrender, sell, assign, and transfer the Shares tendered hereby and to execute, deliver, and perform this Letter of Transmittal, and has taken all action necessary to authorize such surrender, sale, assignment, and transfer.
3.  Good Title; No Encumbrances. The Shares being surrendered are hereby transferred free and clear of all liens, pledges, hypothecations, claims, charges, security interests, encumbrances, equities, options, restrictions, rights of first refusal, and adverse claims of any kind or nature whatsoever (collectively, "Encumbrances"), and no person or entity other than the submitting holder has any right, title, or interest in or to such Shares.
4.  Acquisition of Title. When the Shares surrendered hereby are accepted for exchange by the Exchange Agent, the surviving entity and Parent will acquire good, marketable, and unencumbered title thereto, free and clear of all Encumbrances, with full right of transfer.
5.  Further Assurances. The submitting holder will, upon request of the Exchange Agent, the surviving entity, or Parent, execute and deliver any additional documents, instruments, or assurances deemed necessary or desirable to complete the exchange of the Shares for the Merger Consideration and to vest in the surviving entity and Parent good and marketable title to the Shares, free and clear of all Encumbrances.
6.  No Appraisal Election. The submitting holder has not elected to exercise, or has effectively withdrawn any election to exercise, appraisal or dissenter's rights under Section 262 of the DGCL with respect to the Shares being surrendered pursuant to this Letter of Transmittal. The submitting holder acknowledges that, by surrendering Shares pursuant to this Letter of Transmittal, the submitting holder is irrevocably waiving any and all rights to appraisal or dissent with respect to such Shares.
The foregoing representations and warranties shall survive the exchange of Shares for the Merger Consideration and shall inure to the benefit of the Exchange Agent, the surviving entity, Parent, and their respective successors and assigns.
SECTION 5: APPRAISAL / DISSENT RIGHTS
NOTICE REGARDING APPRAISAL RIGHTS UNDER SECTION 262 OF THE DELAWARE GENERAL CORPORATION LAW
Former holders of Cloudium Common Stock who properly demanded appraisal of their Shares under Section 262 of the DGCL in connection with the Merger and who have not withdrawn such demand or otherwise lost their appraisal rights are not entitled to receive the Merger Consideration for such Shares. The Shares of such holders were not converted into the right to receive the Merger Consideration at the Effective Time and instead remain subject to the appraisal proceedings in the Court of Chancery of the State of Delaware.
Holders who have properly demanded and perfected appraisal rights under Section 262 of the DGCL should not submit this Letter of Transmittal with respect to the Shares for which appraisal has been properly demanded and perfected. Submission of this Letter of Transmittal with respect to such Shares may be deemed a withdrawal of the holder's appraisal demand, and the holder should consult with legal counsel before taking any action.
Former holders who commenced the appraisal process but failed to perfect their appraisal rights in accordance with Section 262 of the DGCL, or who effectively withdrew their demand for appraisal prior to the Effective Time or in accordance with applicable law, are entitled to receive the Merger Consideration for their Shares. Such holders may surrender their Shares by completing and submitting this Letter of Transmittal in accordance with the procedures set forth herein.
A separate Dissent/Appraisal Rights Notice, dated July 10, 2024, has been provided to stockholders of record as of the Effective Time and is available from the Exchange Agent upon request. The Dissent/Appraisal Rights Notice sets forth in greater detail the procedures for exercising, perfecting, and withdrawing appraisal rights under Section 262 of the DGCL.
Former holders who are uncertain as to whether they have properly exercised, perfected, withdrawn, or otherwise lost their appraisal rights are strongly encouraged to consult with their own legal counsel before submitting this Letter of Transmittal or taking any other action.
SECTION 6: ROLLOVER SHARES — EXCLUSION
Certain Shares of Cloudium Common Stock are subject to rollover elections made pursuant to Rollover Agreements entered into in connection with the Merger and are not eligible for exchange pursuant to this Letter of Transmittal to the extent subject to such rollover elections. Specifically:
(a) Jonathan Hargrove Rollover Agreement. Jonathan Hargrove, the Chief Executive Officer of Cloudium, who held approximately 7,736,400 Shares (representing approximately 4.2% of the outstanding Shares) as of the Effective Time, entered into a Rollover Agreement with Parent dated January 22, 2024, pursuant to which Mr. Hargrove elected to roll over 50% of his Shares (approximately 3,868,200 Shares, representing approximately $142,814,544 in Merger Consideration value) into equity interests in Parent or an affiliated entity designated by Parent. The remaining 50% of Mr. Hargrove's Shares (approximately 3,868,200 Shares) were converted into the right to receive the Merger Consideration at the Effective Time and are eligible for exchange pursuant to this Letter of Transmittal.
(b) Pinnacle Growth Ventures LLC Rollover Agreement. Pinnacle Growth Ventures LLC, which held approximately 21,367,200 Shares (representing approximately 11.6% of the outstanding Shares) as of the Effective Time, entered into a Rollover Agreement with Parent dated January 22, 2024, pursuant to which Pinnacle Growth Ventures LLC elected to roll over 60% of its Shares (approximately 12,820,320 Shares, representing approximately $473,241,408 in Merger Consideration value) into equity interests in Parent or an affiliated entity designated by Parent. The remaining 40% of Pinnacle Growth Ventures LLC's Shares (approximately 8,546,880 Shares) were converted into the right to receive the Merger Consideration at the Effective Time and are eligible for exchange pursuant to this Letter of Transmittal.
The cash-out portion of Shares held by rollover participants (i.e., the portion of Shares not subject to the rollover election under the applicable Rollover Agreement) is eligible for exchange pursuant to this Letter of Transmittal in accordance with the procedures set forth herein. Rollover participants should consult with their own legal and tax advisors, as well as the Exchange Agent, regarding the appropriate number of Shares to surrender and the treatment of their rolled-over equity interests.
Shares that are subject to a valid rollover election under a Rollover Agreement will not be accepted for exchange by the Exchange Agent. If a rollover participant submits a Letter of Transmittal that includes Shares subject to a rollover election, the Exchange Agent will process only the non-rollover Shares and will notify the submitting holder of the discrepancy.
SECTION 7: TAX FORMS AND WITHHOLDING CERTIFICATIONS
7.1 IRS Form W-9 (U.S. Persons)
Each submitting holder that is a "United States person" (as defined in Section 7701(a)(30) of the Code) must provide a properly completed and signed IRS Form W-9 (Request for Taxpayer Identification Number and Certification). The IRS Form W-9 certifies the holder's correct taxpayer identification number ("TIN") — which, for individuals, is generally the holder's Social Security number, and for entities, is generally the holder's Employer Identification Number — and certifies that the holder is not subject to backup withholding.
Failure to provide a properly completed and signed IRS Form W-9 may result in the imposition of backup withholding at the applicable statutory rate (currently 24%) on the Merger Consideration paid to the holder. Backup withholding is not an additional tax; amounts withheld as backup withholding may be credited against the holder's U.S. federal income tax liability and may entitle the holder to a refund, provided that the required information is timely furnished to the Internal Revenue Service.
A copy of IRS Form W-9 is enclosed herewith as Enclosure 1 for the convenience of submitting holders. The most current version of IRS Form W-9 is also available on the website of the Internal Revenue Service at www.irs.gov.
7.2 IRS Form W-8 (Non-U.S. Persons)
Each submitting holder that is not a "United States person" (as defined in Section 7701(a)(30) of the Code) must provide the applicable IRS Form W-8, as follows:
(a) IRS Form W-8BEN — for individual non-U.S. persons claiming foreign status and, if applicable, benefits under an income tax treaty between the United States and the holder's country of residence;
(b) IRS Form W-8BEN-E — for non-U.S. entities claiming foreign status and, if applicable, treaty benefits or other exemptions;
(c) IRS Form W-8IMY — for foreign intermediaries, foreign partnerships, or foreign trusts that are receiving the Merger Consideration on behalf of one or more beneficial owners;
(d) IRS Form W-8ECI — for non-U.S. persons claiming that the Merger Consideration is effectively connected with the conduct of a trade or business in the United States; or
(e) IRS Form W-8EXP — for foreign governments, international organizations, foreign central banks of issue, foreign tax-exempt organizations, or foreign private foundations.
The applicable IRS Form W-8 certifies the holder's foreign status and, where applicable, the holder's entitlement to treaty benefits or other exemptions from U.S. withholding tax. Failure to provide the applicable properly completed and signed IRS Form W-8 may result in withholding at a rate of 30% (or such lower rate as may be applicable under an income tax treaty, provided the holder properly certifies eligibility for such reduced rate) on the Merger Consideration payable to such holder.
Copies of IRS Form W-8BEN and IRS Form W-8BEN-E are enclosed herewith as Enclosure 2. All IRS Form W-8 series forms are available on the website of the Internal Revenue Service at www.irs.gov.
7.3 FIRPTA Certification
In connection with the closing of the Merger, a certification was delivered to Parent, the surviving entity, and the Exchange Agent certifying that Cloudium Technologies plc is not, and has not been during the applicable statutory period, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code. This certification was delivered in accordance with Treasury Regulations Section 1.1445-2(c)(3).
Based on this certification, no withholding under Section 1445 of the Code (relating to dispositions of United States real property interests under the Foreign Investment in Real Property Tax Act of 1980, or "FIRPTA") should apply to the Merger Consideration payable to non-U.S. holders. The Exchange Agent is entitled to rely on this certification in determining the applicable withholding, if any, on payments to non-U.S. holders. Notwithstanding the foregoing, the Exchange Agent reserves the right to request additional documentation from any non-U.S. holder as it deems necessary or appropriate to verify the holder's entitlement to exemption from FIRPTA withholding.
SECTION 8: SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS
8.1 Special Payment Instructions
If the Merger Consideration is to be paid to a person or entity other than the registered holder of the Shares being surrendered, the submitting holder must:
(a) Complete the Special Payment Instructions section of this Letter of Transmittal (see Section 10.4 below), including the full legal name, mailing address, and taxpayer identification number ("TIN") of the payee;
(b) Ensure that the stock certificate(s) are properly endorsed in blank or accompanied by properly executed stock powers, with the signature(s) on the endorsement(s) or stock power(s) guaranteed by an Eligible Institution (as defined in Section 2.4 above) participating in a recognized Medallion Signature Guarantee program;
(c) Ensure that the payee has provided a properly completed and signed IRS Form W-9 or applicable IRS Form W-8; and
(d) Pay or provide satisfactory evidence of payment of, or exemption from, any applicable transfer taxes, stamp taxes, or similar taxes that may be imposed in connection with the payment of the Merger Consideration to a person other than the registered holder.
Any applicable transfer taxes arising from the issuance of the check or wire transfer to a person other than the registered holder shall be the responsibility of the submitting holder, unless satisfactory evidence of payment of such taxes or exemption therefrom is submitted to the Exchange Agent. The Exchange Agent may withhold payment of the Merger Consideration until satisfactory evidence of such payment or exemption is received.
8.2 Special Delivery Instructions
If the check or wire transfer confirmation for the Merger Consideration is to be sent to an address other than the address of the registered holder as set forth in this Letter of Transmittal, the submitting holder must complete the Special Delivery Instructions section of this Letter of Transmittal (see Section 10.5 below), specifying the name of the recipient and the delivery address. A Medallion Signature Guarantee may be required if the delivery address differs from the registered address; see Section 9.2 below.
SECTION 9: SIGNATURE AND CERTIFICATION
9.1 Signature block
The submitting holder (or the submitting holder's duly authorized representative) must complete and sign the following:
Name(s) of Registered Holder(s) (Print): ________
Signature(s): ________
Date: ________
Address: ________
City, State, Zip Code: ________
Daytime Telephone Number: ________
Email Address: ________
If the Shares are registered in the name of two or more joint holders, all joint holders must sign this Letter of Transmittal. If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, such person must indicate such capacity next to the signature and must provide evidence of authority satisfactory to the Exchange Agent (such as a copy of the trust instrument, letters testamentary, letters of administration, power of attorney, corporate resolution, or other documentation establishing authority).
9.2 Medallion Signature Guarantee
A Medallion Signature Guarantee is required in any of the following circumstances:
(a) Payment of the Merger Consideration is to be made to a person or entity other than the registered holder of the Shares;
(b) Payment is to be sent to an address other than the address of the registered holder as it appears on the records of the Company's transfer agent;
(c) The stock certificate(s) are registered in the name of a person or entity other than the person or entity signing this Letter of Transmittal; or
(d) The Exchange Agent otherwise determines in its reasonable discretion that a Medallion Signature Guarantee is necessary or appropriate to protect the interests of the parties.
The Medallion Signature Guarantee must be obtained from an Eligible Institution that is a participant in a recognized Medallion Signature Guarantee program, specifically the Securities Transfer Agents Medallion Program ("STAMP"), the Stock Exchanges Medallion Program ("SEMP"), or the New York Stock Exchange Medallion Signature Program ("MSP"). A notarized signature is not acceptable as a substitute for a Medallion Signature Guarantee.
MEDALLION SIGNATURE GUARANTEE
Name of Eligible Institution: ________
Authorized Signature: ________
Title: ________
Date: ________
Medallion Stamp:
(Place Medallion Guarantee Stamp Here)
SECTION 10: FILL-IN FORM SECTIONS
10.1 Description of Shares Surrendered
For Certificated Shares:
Attach additional pages if necessary.
Total Number of Certificated Shares Surrendered: ____
For Book-Entry Shares:
Attach additional pages if necessary.
Total Number of Book-Entry Shares Surrendered: ____
Aggregate Number of Shares Surrendered (Certificated and Book-Entry): ____
10.2 Payment Election
Please select one of the following payment methods:
Payment by Check — Mail check to the address provided in this Letter of Transmittal (or per Special Delivery Instructions, if applicable).
Payment by Wire Transfer — Please provide the following wire instructions:
Bank Name: ________
ABA/Routing Number: ________
Account Number: ________
Account Name: ________
Reference/Memo (if any): ________
Note: If no election is made, payment will be made by check mailed to the registered address of the holder.
10.3 Lost Certificate Indication
One or more of my/our stock certificate(s) have been lost, stolen, or destroyed.
If this box is checked, please contact the Exchange Agent at (718) 921-8200 or corporateactions@cascadecorp.com for further instructions regarding the affidavit of loss and any required surety bond. Payment of the Merger Consideration will not be made with respect to Shares represented by lost, stolen, or destroyed certificates until the required documentation has been received by the Exchange Agent.
Certificate Number(s) that are lost, stolen, or destroyed (if known): ________
Approximate number of Shares represented by such certificate(s): ________
10.4 Special Payment Instructions (if applicable)
Complete this section ONLY if the Merger Consideration is to be paid to a person or entity other than the registered holder. A Medallion Signature Guarantee is required.
Name of Payee: ________
Address of Payee: ________
City, State, Zip Code: ________
Taxpayer Identification Number (TIN) of Payee: ________
Relationship of Payee to Registered Holder: ________
10.5 Special Delivery Instructions (if applicable)
Complete this section ONLY if the check or wire transfer confirmation is to be sent to an address other than the address of the registered holder. A Medallion Signature Guarantee may be required.
Name of Recipient: ________
Address: ________
City, State, Zip Code: ________
SECTION 11: IMPORTANT NOTICES AND DISCLAIMERS
11.1 Expiration.  There is no fixed expiration date for submitting this Letter of Transmittal to the Exchange Agent. Former holders of Cloudium Common Stock may submit this Letter of Transmittal and surrender their Shares at any time following the date hereof. However, former holders are strongly encouraged to submit this Letter of Transmittal and all required documentation as promptly as practicable in order to receive the Merger Consideration without unnecessary delay.
Former holders are advised that Shares and the corresponding Merger Consideration that remain unclaimed for a period specified by applicable state unclaimed property or escheatment laws may become subject to escheatment to the state of the holder's last known address (or, if no address is on file, the state of incorporation of the surviving entity). Once Merger Consideration is escheated to a state, the former holder may be required to file a claim with the applicable state unclaimed property authority in order to recover such funds. Neither the Exchange Agent, the surviving entity, Parent, nor any of their respective affiliates shall be liable to any former holder for any Merger Consideration that is escheated to any state in accordance with applicable law.
11.2 Binding Effect
Submission of this Letter of Transmittal, duly completed and signed, together with the required stock certificate(s) or book-entry documentation and all other required materials, constitutes the submitting holder's irrevocable instruction to the Exchange Agent to exchange the Shares described herein for the Merger Consideration, upon and subject to the terms and conditions of the Merger Agreement and this Letter of Transmittal. Such submission further constitutes the submitting holder's irrevocable appointment of the Exchange Agent as the submitting holder's attorney-in-fact and agent with respect to the Shares surrendered hereby, with full power and authority to effect the transfer and cancellation of such Shares on the books of the surviving entity and to take all such other actions as may be necessary or appropriate to effectuate the exchange.
This Letter of Transmittal shall be binding upon and inure to the benefit of the submitting holder and the submitting holder's heirs, executors, administrators, successors, and assigns, and upon and for the benefit of the Exchange Agent, the surviving entity, Parent, and their respective successors and assigns.
11.3 Governing Law
This Letter of Transmittal and the rights, obligations, and relationships of the parties arising hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any principles of conflicts of law that would result in the application of the laws of any other jurisdiction. This governing law provision is consistent with Section 10.09 of the Merger Agreement. Any disputes arising out of or relating to this Letter of Transmittal shall be resolved in accordance with the dispute resolution provisions of the Merger Agreement.
11.4 No Recommendation
Neither the Exchange Agent, Cascade Corporate Services Inc., nor any of its directors, officers, employees, affiliates, or agents is making any recommendation to any former holder as to whether such former holder should or should not surrender Shares, accept the Merger Consideration, exercise appraisal rights, or take any other action in connection with the Merger. The Exchange Agent is acting solely in its capacity as exchange agent for the Merger and does not endorse, recommend, or express any opinion regarding the merits of the Merger or the fairness of the Merger Consideration.
Former holders are urged to consult their own tax, legal, financial, and investment advisors regarding the consequences of surrendering their Shares and receiving the Merger Consideration, including the tax consequences thereof, and to make their own independent determination as to the appropriate course of action.
11.5 Stockholder Representative
Douglas Pemberton, the former Independent Chair of the Board of Directors of Cloudium Technologies plc, has been appointed as the Stockholder Representative pursuant to the Stockholder Representative Agreement, dated as of January 22, 2024 (the "Stockholder Representative Agreement"), entered into in connection with the Merger. The Stockholder Representative is authorized to act on behalf of the former stockholders of Cloudium in connection with, among other things, the following matters arising under the Merger Agreement:
(a) the resolution and settlement of indemnification claims asserted by Parent or the surviving entity under Article IX of the Merger Agreement;
(b) the administration and release of funds held in the indemnity escrow established pursuant to the Escrow Agreement (as defined below);
(c) the negotiation and resolution of any purchase-price adjustments under the Merger Agreement, including working capital adjustments and any post-closing true-up payments; and
(d) such other matters as may be delegated to the Stockholder Representative under the Merger Agreement or the Stockholder Representative Agreement.
The escrow arrangements are governed by the Escrow Agreement, dated as of July 9, 2024 (the "Escrow Agreement"), by and among Solara Digital Infrastructure Fund VI LP, Cobalt Trust Company, a New York trust company, as escrow agent (the "Escrow Agent"), with offices at 100 Wall Street, New York, NY 10005, and Douglas Pemberton, as Stockholder Representative. Pursuant to the Escrow Agreement, an amount equal to $544,000,000 (representing approximately 8% of the Deal Value) has been deposited into the indemnity escrow account at closing (the "Escrow Amount"). The release mechanics for the Escrow Amount are as follows:
(i) First Release: On July 9, 2025 (the twelve-month anniversary of the closing date), 50% of the Escrow Amount (i.e., $272,000,000) shall be released to the former stockholders (on a pro rata basis) from the escrow account, net of the amount of any pending indemnification claims that have been asserted but not yet resolved as of such date.
(ii) Second Release: On January 9, 2026 (the eighteen-month anniversary of the closing date), the remainder of the Escrow Amount shall be released to the former stockholders (on a pro rata basis) from the escrow account, net of the amount of any pending indemnification claims that have been asserted but not yet resolved as of such date.
Former stockholders of Cloudium are bound by the actions of the Stockholder Representative as set forth in, and to the extent provided by, the Merger Agreement and the Stockholder Representative Agreement. The Stockholder Representative has the authority to bind the former stockholders in connection with the matters described above, and former stockholders will not have individual standing to pursue or contest such matters except as expressly provided in the Merger Agreement.
11.6 Indemnification Escrow Notice
IMPORTANT NOTICE REGARDING INDEMNIFICATION ESCROW
Former stockholders of Cloudium Technologies plc are hereby advised that the Escrow Amount of $544,000,000 of the aggregate Merger Consideration has been deposited into escrow with Cobalt Trust Company at the closing of the Merger to secure the indemnification obligations of the former stockholders under Article IX of the Merger Agreement. The key terms of the indemnification provisions are summarized below:
(a) Indemnification Cap. The aggregate liability of the former stockholders for indemnification claims under the Merger Agreement (other than Fundamental Representations, fraud, willful breach, tax indemnities, and specified litigation matters, which are subject to separate treatment as described below) is capped at 15% of the Deal Value, or $1,020,000,000. The Escrow Amount of $544,000,000 represents a subset of this cap and serves as the initial and primary source of recovery for indemnification claims.
(b) De Minimis Threshold. Individual indemnification claims with losses of less than $500,000 (the "De Minimis Threshold") will not be counted toward the tipping basket or otherwise recoverable from the former stockholders, except for claims arising from fraud, willful breach, tax indemnities, breaches of Fundamental Representations, and specified litigation matters.
(c) Tipping Basket. No indemnification claims (other than claims for fraud, willful breach, tax indemnities, breaches of Fundamental Representations, and specified litigation matters) shall be recoverable from the former stockholders unless and until the aggregate amount of all qualifying claims (each exceeding the De Minimis Threshold) exceeds $51,000,000 (the "Tipping Basket"), at which point the former stockholders shall be liable for all qualifying claims from dollar one (subject to the Indemnification Cap).
(d) Survival Period. The representations and warranties of Cloudium and the former stockholders set forth in the Merger Agreement shall survive the closing of the Merger for a period of eighteen (18) months, expiring on January 9, 2026, except that Fundamental Representations shall survive for the applicable statute of limitations, and representations and warranties relating to tax matters shall survive until sixty (60) days after the expiration of the applicable statute of limitations (including extensions thereof).
(e) Exceptions. Claims for fraud, willful breach, tax indemnities (as defined in the Merger Agreement), breaches of Fundamental Representations, and specified litigation matters (as identified in the Merger Agreement disclosure schedules) are not subject to the De Minimis Threshold, the Tipping Basket, or the Indemnification Cap and may be asserted directly against the former stockholders without limitation.
The foregoing summary of the indemnification provisions is qualified in its entirety by reference to the full text of the Merger Agreement, including Article IX thereof, the Escrow Agreement, and the Stockholder Representative Agreement. Former stockholders are encouraged to review the Merger Agreement and related agreements, copies of which are available from the Stockholder Representative or the Exchange Agent upon request. This summary does not, and is not intended to, constitute legal advice. Former stockholders are urged to consult their own legal and tax advisors regarding the indemnification provisions and the potential impact thereof on the Merger Consideration ultimately received.
SECTION 12: ATTACHMENTS / ENCLOSURES
The following documents are enclosed with this Letter of Transmittal for the convenience of submitting holders:
Enclosure 1: IRS Form W-9 (Request for Taxpayer Identification Number and Certification) — to be completed by submitting holders that are "United States persons" as defined in Section 7701(a)(30) of the Code.
Enclosure 2: IRS Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting — Individuals) and IRS Form W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting — Entities) — to be completed by submitting holders that are not "United States persons," as applicable. Other IRS Form W-8 series forms (W-8IMY, W-8ECI, W-8EXP) are available upon request from the Exchange Agent or from the Internal Revenue Service website at www.irs.gov.
Enclosure 3: Instructions for Completing This Letter of Transmittal — a supplemental instruction sheet providing detailed guidance on each section of this Letter of Transmittal.
Enclosure 4: Pre-Addressed Return Envelope — a pre-addressed return envelope for mailing this Letter of Transmittal, stock certificates, and all other required documents to Cascade Corporate Services Inc., 6201 15th Avenue, Brooklyn, NY 11219. Submitting holders using the pre-addressed envelope are responsible for ensuring adequate postage. Use of registered mail with return receipt requested, properly insured, or a recognized overnight courier service with tracking capability, is strongly recommended.
Enclosure 5: Notice of Guaranteed Delivery Form — for use by former holders who wish to utilize the guaranteed delivery procedure described in Section 2.4 above. This form must be submitted by or through an Eligible Institution as described herein.
If any of the foregoing enclosures are missing from this package, or if a former holder requires additional copies of any enclosure, please contact the Exchange Agent at the telephone number or email address set forth below.
EXCHANGE AGENT CONTACT INFORMATION
All questions and requests for assistance in connection with this Letter of Transmittal, the exchange procedures, the status of submitted materials, and requests for additional copies of this Letter of Transmittal, IRS forms, the Notice of Guaranteed Delivery form, or any other related documentation should be directed to:
Cascade Corporate Services Inc. Corporate Actions Department 6201 15th Avenue Brooklyn, NY 11219
Telephone: (718) 921-8200 Email: corporateactions@cascadecorp.com
Questions or requests for additional copies of this Letter of Transmittal, IRS forms, or the Notice of Guaranteed Delivery should be directed to the Exchange Agent at the address, telephone number, or email address set forth above. The Exchange Agent's office hours are 9:00 AM to 5:00 PM Eastern Time, Monday through Friday (excluding federal holidays and New York state holidays).
This Letter of Transmittal does not constitute an offer to buy or a solicitation of an offer to sell any securities. The Merger has been completed, and this Letter of Transmittal is being provided solely to facilitate the exchange of Shares of Cloudium Common Stock for the Merger Consideration pursuant to the terms of the Merger Agreement. The information contained in this Letter of Transmittal is not intended to constitute, and should not be construed as, legal, tax, financial, or investment advice to any former holder. Former holders should consult their own professional advisors regarding the consequences of surrendering their Shares and receiving the Merger Consideration.
Certificate Number(s) | Name(s) of Registered Holder(s) | Number of Shares Represented by Certificate(s) | Number of Shares Surrendered (if less than all)
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DTC Participant Account Number | Name of DTC Participant / Holder | Number of Shares Held in Book-Entry Form | Number of Shares Surrendered (if less than all)
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