CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL

CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL
UCC-3 FINANCING STATEMENT AMENDMENTS (TERMINATION)
ATLAS COMMERCIAL LENDING CORP.
Filed in Connection with the Closing of the Acquisition of Cloudium Technologies plc by Solara Digital Infrastructure Fund VI LP
Matter No.: 1041-00003
Prepared by:
CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, NY 10022
Date: July 9, 2024
Client: Solara Digital Infrastructure LP / Solara Digital Infrastructure Fund VI LP
CONFIDENTIAL — ATTORNEY WORK PRODUCT
This document and the information contained herein are privileged and confidential, prepared by Calderwood & Harkness LLP in connection with the representation of Solara Digital Infrastructure LP and Solara Digital Infrastructure Fund VI LP. This document is protected by the attorney-client privilege, the work-product doctrine, and all other applicable privileges. Any unauthorized review, use, disclosure, or distribution is strictly prohibited. If you are not the intended recipient, please contact Calderwood & Harkness LLP immediately at (212) 555-7800 and destroy all copies of this document.
TABLE OF CONTENTS
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I. INTRODUCTORY MEMORANDUM
1.1 Purpose and Background
This package (the "UCC-3 Termination Package") contains the UCC-3 Financing Statement Amendments (Termination) filed on July 9, 2024, to terminate all Uniform Commercial Code financing statements previously filed by or on behalf of Atlas Commercial Lending Corp., a New York corporation ("Atlas" or the "Secured Party"), as administrative agent and secured party of record, against Cloudium Technologies plc, a public limited company organized under the laws of England and Wales ("Cloudium" or the "Company"), and its domestic subsidiaries (collectively, the "Debtors"), in connection with that certain Credit Agreement, dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Existing Credit Agreement"), by and among Cloudium Technologies plc, as borrower, the lenders from time to time party thereto (the "Existing Lenders"), and Atlas Commercial Lending Corp., as administrative agent and collateral agent for the Existing Lenders.
The Existing Credit Agreement provided for the following credit facilities:
(a) Term Loan Facility. A term loan facility in an original principal amount of $650,000,000, of which $620,000,000 remained outstanding as of the closing date (the "Outstanding Term Loan Amount").
(b) Revolving Credit Facility. A revolving credit facility with an aggregate commitment of $400,000,000 (the "Revolving Commitment"), of which $200,000,000 was drawn and outstanding as of the closing date (the "Outstanding Revolving Amount").
Together, the Outstanding Term Loan Amount and the Outstanding Revolving Amount constituted an aggregate principal indebtedness of $820,000,000 (the "Aggregate Payoff Amount"), exclusive of accrued and unpaid interest, fees, and other amounts payable under the Existing Credit Agreement, all of which were included in the payoff amount specified in the Payoff Letter (as defined below).
The following key milestones were achieved in connection with the payoff and termination of Atlas's security interests:
(i) Payoff Letter. On July 5, 2024, Atlas Commercial Lending Corp., in its capacity as administrative agent under the Existing Credit Agreement, delivered a payoff letter (the "Payoff Letter") to Calderwood & Harkness LLP, as counsel to Solara Digital Infrastructure Fund VI LP ("Fund VI"), setting forth the aggregate payoff amount (inclusive of principal, accrued interest, breakage costs, fees, and all other amounts required to satisfy in full all obligations under the Existing Credit Agreement), together with wire transfer instructions for remittance of such payoff amount to Atlas's designated account. The Payoff Letter is attached hereto as Exhibit A.
(ii) Wire Transfer of Payoff Amount. On July 9, 2024, at or prior to the closing of the Acquisition (as defined below), the full payoff amount specified in the Payoff Letter was wire-transferred to Atlas Commercial Lending Corp.'s designated account at Greaves Bancorp in accordance with the wire transfer instructions set forth in the Payoff Letter. Confirmation of receipt of the payoff amount was received from Atlas's designated contact at approximately 10:47 AM Eastern Time on July 9, 2024.
(iii) Authorization to File Termination Statements. The Payoff Letter expressly authorized the filing of UCC-3 termination statements by or on behalf of the Debtors upon receipt by Atlas of the full payoff amount. Specifically, the Payoff Letter provided that, upon confirmation of receipt of the payoff amount in full, "the Borrower, or its designee, including its counsel, is hereby authorized to file UCC-3 termination statements in all jurisdictions in which UCC-1 financing statements have been filed in favor of the Administrative Agent, and to take all other actions necessary to terminate the security interests and liens granted under the Security Documents." The relevant authorization language is excerpted in Exhibit B.
Atlas Commercial Lending Corp. is located at 300 Vesey Street, New York, New York 10281, and served in the dual capacity of administrative agent and collateral agent under the Existing Credit Agreement. Atlas is the secured party of record on all UCC financing statements being terminated by the filings described in this UCC-3 Termination Package.
1.2 Transaction Context
The UCC-3 termination filings described in this package were made in connection with the acquisition (the "Acquisition") of Cloudium Technologies plc by Solara Digital Infrastructure Fund VI LP, the principal terms of which are summarized below:
Target Company. Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521), with its shares of American Depositary Shares listed on the Nasdaq Global Select Market under the ticker symbol "CLDM" (EIN: 83-2196754). Cloudium's principal US office is located at 600 Townsend Street, Suite 800, San Francisco, California 94103.
Acquiror. Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (EIN: 87-4523190), acting through its general partner, Solara Digital Infrastructure GP VI LLC.
Transaction Value. The Acquisition was consummated for an aggregate enterprise value of approximately $6,800,000,000, inclusive of the assumption and refinancing of Cloudium's existing indebtedness under the Existing Credit Agreement.
Transaction Structure. The Acquisition was structured as a reverse triangular merger. Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Fund VI formed solely for the purpose of effecting the merger ("Merger Sub"), merged with and into Cloudium Technologies plc, with Cloudium surviving the merger as a wholly owned subsidiary of Fund VI. The merger was effected pursuant to that certain Agreement and Plan of Merger, dated as of April 22, 2024 (the "Merger Agreement"), by and among Cloudium Technologies plc, Solara Digital Infrastructure Fund VI LP, Solara Digital Infrastructure GP VI LLC, and Stratos Merger Sub Inc.
Certificate of Merger. A Certificate of Merger was filed with the Secretary of State of the State of Delaware on July 9, 2024, with an effective time of 11:59 PM Eastern Time on July 9, 2024. Upon the effectiveness of the merger, all outstanding shares of Cloudium common stock (including ADSs) were converted into the right to receive the per-share merger consideration as specified in the Merger Agreement, and Cloudium became a wholly owned subsidiary of Fund VI.
New Credit Facility. Concurrently with the closing of the Acquisition, Cloudium Technologies plc (as surviving corporation) and certain of its subsidiaries entered into a new credit facility (the "New Credit Facility") pursuant to that certain Credit Agreement, dated as of July 9, 2024 (the "New Credit Agreement"), by and among Cloudium Technologies plc, as borrower, the lenders from time to time party thereto, and Meridian Atlantic Bank, N.A., as administrative agent and collateral agent. The New Credit Facility provides for:
(a) a Term Loan B facility in an aggregate principal amount of $3,740,000,000; and
(b) a Revolving Credit Facility in an aggregate commitment amount of $500,000,000 (unfunded at closing).
New security interests were granted by Cloudium and its subsidiary guarantors in favor of Meridian Atlantic Bank, N.A. (as collateral agent) pursuant to that certain Guarantee and Collateral Agreement, dated as of July 9, 2024 (the "New GCA"). New UCC-1 financing statements have been or will be filed in connection with the New GCA, as described in Section V.2 below.
Condition Precedent. The termination of all liens, security interests, and encumbrances held by Atlas Commercial Lending Corp. (or any other secured party under the Existing Credit Agreement) against Cloudium and its subsidiaries was a condition precedent to (i) the closing of the Acquisition under Section 7.2(e) of the Merger Agreement, and (ii) the initial extensions of credit under the New Credit Agreement pursuant to Section 4.01(h) thereof. Accordingly, the filing of the UCC-3 termination statements described herein, together with the delivery of the broader Lien Release Package from Atlas, was required to occur at or prior to the closing of the Acquisition and the initial funding under the New Credit Facility.
1.3 Authorization
Atlas Commercial Lending Corp. authorized the filing of each of the UCC-3 termination statements described in this package pursuant to the terms of the Payoff Letter dated July 5, 2024. The relevant authorization provision of the Payoff Letter states, in pertinent part:
"Upon confirmation of receipt by the Administrative Agent of the Payoff Amount in immediately available funds in the account designated in Schedule I hereto, (i) all Obligations under the Credit Agreement and the other Loan Documents shall be deemed to have been indefeasibly paid, satisfied, and discharged in full, (ii) all Commitments under the Credit Agreement shall terminate, (iii) all Liens and security interests granted by the Loan Parties in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to the Security Documents shall automatically terminate and be released, and (iv) the Borrower or its designee (including its outside counsel) is hereby authorized to file UCC-3 financing statement amendments (termination) in all jurisdictions in which UCC-1 financing statements have been filed in favor of or on behalf of the Administrative Agent, and to take such other actions and execute such other documents as may be necessary or desirable to evidence or effectuate such termination and release."
Calderwood & Harkness LLP, as counsel to Fund VI and its affiliates, filed the UCC-3 termination statements as authorized representative of the Debtors, with the express written consent and authorization of Atlas Commercial Lending Corp. as set forth in the Payoff Letter. Copies of the executed Payoff Letter and the relevant authorization excerpts are attached hereto as Exhibit A and Exhibit B, respectively.
It is further noted that, under Article 9 of the Uniform Commercial Code as adopted in each relevant jurisdiction, a secured party whose obligations have been fully satisfied is required to authorize the filing of, or itself file, a termination statement within twenty (20) days after receiving an authenticated demand from the debtor. See UCC § 9-513(c)(1). Moreover, under UCC § 9-509(d)(2), a person may file a termination statement if the secured party of record has failed to file or send a termination statement as required by UCC § 9-513(a) or (c). Here, Atlas has affirmatively and voluntarily authorized the filing of these termination statements, and no demand was required.
II. SCHEDULE OF UCC-3 TERMINATION FILINGS
2.1 Summary Table of All Filings
The following table provides a summary of all UCC-3 Financing Statement Amendments (Termination) filed in connection with the payoff and discharge of the Existing Credit Agreement. Each filing is designed to terminate the corresponding original UCC-1 financing statement (and all amendments and continuation statements filed in respect thereof) previously filed by or on behalf of Atlas Commercial Lending Corp. against the applicable Debtor.
All UCC-3 termination filings were submitted for filing on July 9, 2024, with 24-hour expedited processing requested in each jurisdiction. Filing office acknowledgments and stamped copies will be inserted in Section IV upon receipt.
2.2 Detailed Filings by Jurisdiction
Filing No. 1: Delaware — Secretary of State (Cloudium Technologies plc — Blanket Lien)
Filing Office:
Delaware Department of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901 Telephone: (302) 739-3073
Original UCC-1 Financing Statement:
•  Filing Number: 2021-1234567
•  Filing Date: March 15, 2021 (filed concurrently with the closing of the Existing Credit Agreement)
•  Secured Party of Record: Atlas Commercial Lending Corp., 300 Vesey Street, New York, New York 10281
•  Debtor: Cloudium Technologies plc, 600 Townsend Street, Suite 800, San Francisco, California 94103
•  Debtor's Jurisdiction of Organization: England and Wales
•  Debtor's Organizational ID No.: 09734521
•  Type of Organization: Public limited company
•  Collateral Description: "All assets of the Debtor, whether now owned or hereafter acquired, including without limitation all accounts, chattel paper (whether tangible or electronic), deposit accounts, documents, equipment, general intangibles (including, without limitation, payment intangibles, software, and all intellectual property), goods, instruments, inventory, investment property, letter-of-credit rights, supporting obligations, commercial tort claims (to the extent identified in writing to the Administrative Agent from time to time), and all proceeds and products of any and all of the foregoing."
Amendments and Continuation Statements on File:
•  UCC-3 Continuation Statement, Filing No. 2024-0456789, filed January 22, 2024 (filed within the six-month window prior to the fifth anniversary of the original filing date to continue the effectiveness of the original financing statement)
•  No other amendments to collateral description, debtor name, or secured party information were filed between March 15, 2021, and July 9, 2024
UCC-3 Amendment (Termination):
•  Filed: July 9, 2024
•  Amendment Type: Termination
•  Effect: This UCC-3 Financing Statement Amendment terminates the effectiveness of the above-referenced UCC-1 financing statement (Filing No. 2021-1234567), together with all amendments and continuation statements filed in respect thereof (including, without limitation, the continuation statement filed as Filing No. 2024-0456789), in its entirety, effective upon filing with the Delaware Secretary of State.
Note on Filing Jurisdiction: Cloudium Technologies plc is organized under the laws of England and Wales. Under UCC § 9-307(c), the location of a registered organization organized under the law of a foreign country is, for purposes of Article 9, determined under the rules applicable to the location of a debtor that is a registered organization organized under the law of a State, if the foreign country's law generally requires information concerning the existence of the organization to be made available in a public filing in the country's jurisdiction of organization and a public filing is made. Because England and Wales maintains a public registry of companies through Companies House, and because Cloudium has registered to do business in Delaware and maintains its principal US office in California, the original UCC-1 was filed in Delaware based on the filing parties' determination that Delaware was the appropriate jurisdiction under UCC § 9-301(1) and § 9-307(e). The precautionary California filing (Filing No. 3 below) was made to address any residual uncertainty regarding the proper filing jurisdiction.
Filing No. 2: Delaware — Secretary of State (Cloudium Technologies plc — Intellectual Property Supplement)
Filing Office:
Delaware Department of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
Original UCC-1 Financing Statement:
•  Filing Number: 2021-1234890
•  Filing Date: March 15, 2021 (filed concurrently with the closing of the Existing Credit Agreement)
•  Secured Party of Record: Atlas Commercial Lending Corp., 300 Vesey Street, New York, New York 10281
•  Debtor: Cloudium Technologies plc, 600 Townsend Street, Suite 800, San Francisco, California 94103
•  Debtor's Jurisdiction of Organization: England and Wales
•  Debtor's Organizational ID No.: 09734521
•  Type of Organization: Public limited company
•  Collateral Description: "All intellectual property of the Debtor, whether now owned or hereafter acquired, including without limitation: (a) all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof; (b) all trademarks, service marks, trade dress, trade names, and domain names, together with the goodwill associated therewith and all registrations and applications for registration thereof; (c) all copyrights and all registrations and applications for registration thereof, including all copyrights in computer software, databases, and compilations; (d) all trade secrets, know-how, proprietary processes, inventions (whether or not patentable), data, databases, and technical information; (e) all software (including source code, object code, firmware, operating systems, specifications, designs, and documentation); (f) all licenses, sublicenses, and agreements pertaining to any of the foregoing to which the Debtor is a party; and (g) all proceeds, products, royalties, income, and revenues of or from any and all of the foregoing."
This filing was made as an intellectual property-specific supplement to the blanket filing (Filing No. 1) to provide additional specificity and notice regarding Atlas's security interest in Cloudium's intellectual property assets. No continuation statement was filed with respect to this financing statement during the period between March 15, 2021, and July 9, 2024, as the original filing remained effective within its initial five-year term.
UCC-3 Amendment (Termination):
•  Filed: July 9, 2024
•  Amendment Type: Termination
•  Effect: This UCC-3 Financing Statement Amendment terminates the effectiveness of the above-referenced UCC-1 financing statement (Filing No. 2021-1234890) and all amendments thereto in its entirety, effective upon filing with the Delaware Secretary of State.
Filing No. 3: California — Secretary of State (Cloudium Technologies plc — Precautionary Filing)
Filing Office:
California Secretary of State UCC Division 1500 11th Street Sacramento, California 95814 Telephone: (916) 653-3595
Original UCC-1 Financing Statement:
•  Filing Number: 2021-CA7865432
•  Filing Date: March 15, 2021 (filed concurrently with the closing of the Existing Credit Agreement)
•  Secured Party of Record: Atlas Commercial Lending Corp., 300 Vesey Street, New York, New York 10281
•  Debtor: Cloudium Technologies plc, 600 Townsend Street, Suite 800, San Francisco, California 94103
•  Debtor's Jurisdiction of Organization: England and Wales
•  Debtor's Organizational ID No.: 09734521
•  Type of Organization: Public limited company
•  Collateral Description: "All assets of the Debtor, whether now owned or hereafter acquired, including without limitation all accounts, chattel paper (whether tangible or electronic), deposit accounts, documents, equipment, general intangibles (including, without limitation, payment intangibles, software, and all intellectual property), goods, instruments, inventory, investment property, letter-of-credit rights, supporting obligations, commercial tort claims (to the extent identified in writing to the Administrative Agent from time to time), and all proceeds and products of any and all of the foregoing."
Note on Precautionary Nature of Filing: This UCC-1 financing statement was filed in California on a precautionary basis in addition to the primary Delaware filing (Filing No. 1). The precautionary filing was made because Cloudium Technologies plc's principal US place of business and chief executive office is located in San Francisco, California. Although the filing parties determined that Delaware was the correct filing jurisdiction under Article 9 of the UCC (based on Cloudium's registration to do business in Delaware and the applicable choice-of-law rules for foreign-organized debtors), the California filing was made out of an abundance of caution to protect against any potential challenge to the sufficiency of the Delaware filing as the sole filing jurisdiction. No continuation statement or amendment was filed with respect to this financing statement during the period between March 15, 2021, and July 9, 2024.
UCC-3 Amendment (Termination):
•  Filed: July 9, 2024
•  Amendment Type: Termination
•  Effect: This UCC-3 Financing Statement Amendment terminates the effectiveness of the above-referenced UCC-1 financing statement (Filing No. 2021-CA7865432) and all amendments thereto in its entirety, effective upon filing with the California Secretary of State.
Filing No. 4: New York — Department of State (Precautionary — Deposit Accounts and Investment Property)
Filing Office:
New York Department of State Division of Corporations, State Records and Uniform Commercial Code One Commerce Plaza 99 Washington Avenue Albany, New York 12231 Telephone: (518) 473-2492
Original UCC-1 Financing Statement:
•  Filing Number: 2021-NY0398214
•  Filing Date: March 22, 2021 (filed approximately one week after closing of the Existing Credit Agreement)
•  Secured Party of Record: Atlas Commercial Lending Corp., 300 Vesey Street, New York, New York 10281
•  Debtor: Cloudium Technologies plc, 600 Townsend Street, Suite 800, San Francisco, California 94103
•  Debtor's Jurisdiction of Organization: England and Wales
•  Debtor's Organizational ID No.: 09734521
•  Type of Organization: Public limited company
•  Collateral Description: "Precautionary filing covering all deposit accounts maintained by the Debtor with banks and financial institutions located in the State of New York, all investment property of the Debtor held by securities intermediaries, commodity intermediaries, or other financial institutions located in the State of New York, and all proceeds thereof."
Note on Precautionary Nature of Filing: This precautionary filing was made in New York to provide public notice of Atlas's security interest in deposit accounts and investment property maintained by Cloudium with New York-based financial institutions, including accounts maintained at Greaves Bancorp and Ridgeway Capital Markets in New York City. While perfection of security interests in deposit accounts is ordinarily achieved through control under UCC § 9-104 (and filing is neither necessary nor sufficient for perfection), this filing was made for notice purposes and to address certain investment property held through New York-located securities intermediaries. No continuation statement or amendment was filed with respect to this financing statement during the period between March 22, 2021, and July 9, 2024.
UCC-3 Amendment (Termination):
•  Filed: July 9, 2024
•  Amendment Type: Termination
•  Effect: This UCC-3 Financing Statement Amendment terminates the effectiveness of the above-referenced UCC-1 financing statement (Filing No. 2021-NY0398214) and all amendments thereto in its entirety, effective upon filing with the New York Department of State.
Filing No. 5: Delaware — Secretary of State (Domestic Subsidiary Guarantors)
Under the Existing Credit Agreement, certain domestic subsidiaries of Cloudium Technologies plc served as subsidiary guarantors and subsidiary pledgors, and were required to grant security interests in substantially all of their respective assets as additional collateral for the obligations under the Existing Credit Agreement. UCC-1 financing statements were filed against each such subsidiary guarantor in Delaware (each subsidiary being organized or formed in Delaware). The following UCC-3 termination statements were filed to terminate the financing statements filed against each subsidiary guarantor:
Filing No. 5A: Cloudium Data Services Inc.  
•  Entity Name: Cloudium Data Services Inc.
•  Jurisdiction of Organization: Delaware
•  Address: 600 Townsend Street, Suite 800, San Francisco, California 94103
•  EIN: 83-4519876
•  Original UCC-1 Filing Number: 2021-1235001
•  Original Filing Date: March 15, 2021
•  Secured Party of Record: Atlas Commercial Lending Corp.
•  Collateral Description: All assets (blanket lien), consistent with the collateral description in Filing No. 1
•  UCC-3 Termination Filing Date: July 9, 2024
Filing No. 5B: Cloudium Infrastructure Holdings LLC.  
•  Entity Name: Cloudium Infrastructure Holdings LLC
•  Jurisdiction of Organization: Delaware
•  Address: 600 Townsend Street, Suite 800, San Francisco, California 94103
•  EIN: 83-6721094
•  Original UCC-1 Filing Number: 2021-1235002
•  Original Filing Date: March 15, 2021
•  Secured Party of Record: Atlas Commercial Lending Corp.
•  Collateral Description: All assets (blanket lien), consistent with the collateral description in Filing No. 1
•  UCC-3 Termination Filing Date: July 9, 2024
Filing No. 5C: Cloudium Federal Solutions Inc.  
•  Entity Name: Cloudium Federal Solutions Inc.
•  Jurisdiction of Organization: Delaware
•  Address: 1775 Tysons Boulevard, Suite 400, Tysons, Virginia 22102
•  EIN: 84-2037651
•  Original UCC-1 Filing Number: 2021-1235003
•  Original Filing Date: March 15, 2021
•  Secured Party of Record: Atlas Commercial Lending Corp.
•  Collateral Description: All assets (blanket lien), consistent with the collateral description in Filing No. 1
•  UCC-3 Termination Filing Date: July 9, 2024
Each UCC-3 termination filing with respect to the subsidiary guarantors terminates the effectiveness of the corresponding original UCC-1 financing statement and all amendments and continuation statements filed in respect thereof.
III. FORM UCC-3 FINANCING STATEMENT AMENDMENTS
Set forth below are the completed UCC-3 Financing Statement Amendment forms (based on the National UCC Financing Statement Amendment form, UCC3, Rev. 04/20/11, promulgated by the International Association of Commercial Administrators) for each of the termination filings described in Section II above. Each form has been completed in accordance with the requirements of the applicable filing office and the Uniform Commercial Code as adopted in each relevant jurisdiction.
3.1 UCC-3 Form — Filing No. 1 (Delaware / Cloudium Technologies plc — Blanket Lien)
NATIONAL UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (Rev. 04/20/11)
box 1a — Initial Financing Statement File Number:
2021-1234567
box 1b — This FINANCING STATEMENT AMENDMENT is to be filed [for record] (or recorded) in the following Filing Office:
Delaware Department of State, Division of Corporations, 401 Federal Street, Suite 4, Dover, Delaware 19901
box 2 — TERMINATION: This Financing Statement Amendment is a Termination of the Financing Statement identified in box 1a above.
CHECKED — TERMINATION
box 3 — ASSIGNMENT / AMENDMENT / OTHER (Not applicable — termination only):
Not applicable. No amendment to debtor or secured party information; no assignment; no continuation. This filing is a termination only.
box 4 — DEBTOR INFORMATION (current record information):
•  4a. Organization's Name: Cloudium Technologies plc
•  4b. Mailing Address: 600 Townsend Street, Suite 800
•  4c. City: San Francisco
•  4d. State: CA
•  4e. Postal Code: 94103
•  4f. Country: United States
•  4g. Jurisdiction of Organization: England and Wales (United Kingdom)
•  4h. Organizational ID No.: 09734521
•  4i. Type of Organization: Public limited company
box 7 — SECURED PARTY INFORMATION (current record information):
•  7a. Name: Atlas Commercial Lending Corp.
•  7b. Mailing Address: 300 Vesey Street
•  7c. City: New York
•  7d. State: NY
•  7e. Postal Code: 10281
•  7f. Country: United States
box 9 — OPTIONAL FILER REFERENCE DATA:
Calderwood & Harkness LLP Matter No. 1041-00003. Filed in connection with payoff and termination of Credit Agreement dated March 15, 2021. Payoff letter dated July 5, 2024.
FILING OFFICE USE ONLY:
UCC-3 Filing Number: _____ (to be assigned by filing office) Filing Date and Time: _____ (to be stamped by filing office)
3.2 UCC-3 Form — Filing No. 2 (Delaware / Cloudium Technologies plc — IP Supplement)
NATIONAL UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (Rev. 04/20/11)
box 1a — Initial Financing Statement File Number:
2021-1234890
box 1b — Filing Office:
Delaware Department of State, Division of Corporations, 401 Federal Street, Suite 4, Dover, Delaware 19901
box 2 — TERMINATION:
CHECKED — TERMINATION. This Financing Statement Amendment is a Termination of the Financing Statement identified in box 1a above.
box 4 — DEBTOR INFORMATION:
•  Organization's Name: Cloudium Technologies plc
•  Mailing Address: 600 Townsend Street, Suite 800, San Francisco, CA 94103
•  Jurisdiction of Organization: England and Wales (United Kingdom)
•  Organizational ID No.: 09734521
box 7 — SECURED PARTY INFORMATION:
•  Name: Atlas Commercial Lending Corp.
•  Mailing Address: 300 Vesey Street, New York, NY 10281
box 9 — OPTIONAL FILER REFERENCE DATA:
Calderwood & Harkness LLP Matter No. 1041-00003. IP-specific supplement to blanket filing. Payoff letter dated July 5, 2024.
FILING OFFICE USE ONLY:
UCC-3 Filing Number: _____ (to be assigned by filing office) Filing Date and Time: _____ (to be stamped by filing office)
3.3 UCC-3 Form — Filing No. 3 (California / Cloudium Technologies plc)
NATIONAL UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (Rev. 04/20/11)
box 1a — Initial Financing Statement File Number:
2021-CA7865432
box 1b — Filing Office:
California Secretary of State, UCC Division, 1500 11th Street, Sacramento, California 95814
box 2 — TERMINATION:
CHECKED — TERMINATION. This Financing Statement Amendment is a Termination of the Financing Statement identified in box 1a above.
box 4 — DEBTOR INFORMATION:
•  Organization's Name: Cloudium Technologies plc
•  Mailing Address: 600 Townsend Street, Suite 800, San Francisco, CA 94103
•  Jurisdiction of Organization: England and Wales (United Kingdom)
•  Organizational ID No.: 09734521
box 7 — SECURED PARTY INFORMATION:
•  Name: Atlas Commercial Lending Corp.
•  Mailing Address: 300 Vesey Street, New York, NY 10281
box 9 — OPTIONAL FILER REFERENCE DATA:
Calderwood & Harkness LLP Matter No. 1041-00003. Precautionary California filing. Payoff letter dated July 5, 2024.
FILING OFFICE USE ONLY:
UCC-3 Filing Number: _____ (to be assigned by filing office) Filing Date and Time: _____ (to be stamped by filing office)
3.4 UCC-3 Form — Filing No. 4 (New York / Precautionary)
NATIONAL UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (Rev. 04/20/11)
box 1a — Initial Financing Statement File Number:
2021-NY0398214
box 1b — Filing Office:
New York Department of State, Division of Corporations, State Records and Uniform Commercial Code, One Commerce Plaza, 99 Washington Avenue, Albany, New York 12231
box 2 — TERMINATION:
CHECKED — TERMINATION. This Financing Statement Amendment is a Termination of the Financing Statement identified in box 1a above.
box 4 — DEBTOR INFORMATION:
•  Organization's Name: Cloudium Technologies plc
•  Mailing Address: 600 Townsend Street, Suite 800, San Francisco, CA 94103
•  Jurisdiction of Organization: England and Wales (United Kingdom)
•  Organizational ID No.: 09734521
box 7 — SECURED PARTY INFORMATION:
•  Name: Atlas Commercial Lending Corp.
•  Mailing Address: 300 Vesey Street, New York, NY 10281
box 9 — OPTIONAL FILER REFERENCE DATA:
Calderwood & Harkness LLP Matter No. 1041-00003. Precautionary New York filing — deposit accounts and investment property. Payoff letter dated July 5, 2024.
FILING OFFICE USE ONLY:
UCC-3 Filing Number: _____ (to be assigned by filing office) Filing Date and Time: _____ (to be stamped by filing office)
3.5 UCC-3 Forms — Filing No. 5 (Delaware / Subsidiary Guarantors)
UCC-3 Financing Statement Amendments (Termination) for each domestic subsidiary guarantor were completed in the same format as described in Section 3.1 above, with the following debtor-specific modifications:
Filing No. 5A — Cloudium Data Services Inc.
•  box 1a: Initial Financing Statement File Number: 2021-1235001
•  box 1b: Delaware Department of State
•  box 2:  TERMINATION
•  box 4: Debtor: Cloudium Data Services Inc., 600 Townsend Street, Suite 800, San Francisco, CA 94103; Jurisdiction of Organization: Delaware; Organizational ID: 5487921
•  box 7: Secured Party: Atlas Commercial Lending Corp., 300 Vesey Street, New York, NY 10281
Filing No. 5B — Cloudium Infrastructure Holdings LLC
•  box 1a: Initial Financing Statement File Number: 2021-1235002
•  box 1b: Delaware Department of State
•  box 2:  TERMINATION
•  box 4: Debtor: Cloudium Infrastructure Holdings LLC, 600 Townsend Street, Suite 800, San Francisco, CA 94103; Jurisdiction of Organization: Delaware; Organizational ID: 5633187
•  box 7: Secured Party: Atlas Commercial Lending Corp., 300 Vesey Street, New York, NY 10281
Filing No. 5C — Cloudium Federal Solutions Inc.
•  box 1a: Initial Financing Statement File Number: 2021-1235003
•  box 1b: Delaware Department of State
•  box 2:  TERMINATION
•  box 4: Debtor: Cloudium Federal Solutions Inc., 1775 Tysons Boulevard, Suite 400, Tysons, VA 22102; Jurisdiction of Organization: Delaware; Organizational ID: 5814529
•  box 7: Secured Party: Atlas Commercial Lending Corp., 300 Vesey Street, New York, NY 10281
Complete copies of each UCC-3 form are included as part of this package and are available in the closing binder at Tab 14.
IV. FILING CONFIRMATIONS AND ACKNOWLEDGMENTS
4.1 Filing Office Acknowledgments
This section will be populated with stamped, acknowledged copies of each UCC-3 Financing Statement Amendment (Termination) as returned by the applicable filing office. Twenty-four (24) hour expedited filing and processing was requested in all jurisdictions at the time of submission on July 9, 2024.
The following filing office acknowledgments are anticipated and will be inserted upon receipt:
(a) Delaware Secretary of State — Filing No. 1 (Cloudium Technologies plc — Blanket Lien)
Filing office acknowledgment: PENDING. Expected receipt within one (1) to two (2) business days of filing. Stamped copy to be inserted here upon receipt.
(b) Delaware Secretary of State — Filing No. 2 (Cloudium Technologies plc — IP Supplement)
Filing office acknowledgment: PENDING. Expected receipt within one (1) to two (2) business days of filing. Stamped copy to be inserted here upon receipt.
(c) California Secretary of State — Filing No. 3 (Cloudium Technologies plc — Precautionary)
Filing office acknowledgment: PENDING. The California Secretary of State's UCC Division typically processes expedited filings within twenty-four (24) hours of receipt. Stamped copy to be inserted here upon receipt.
(d) New York Department of State — Filing No. 4 (Cloudium Technologies plc — Precautionary)
Filing office acknowledgment: PENDING. The New York Department of State typically processes expedited UCC filings within one (1) business day of receipt. Stamped copy to be inserted here upon receipt.
(e) Delaware Secretary of State — Filing No. 5A (Cloudium Data Services Inc.)
Filing office acknowledgment: PENDING. Stamped copy to be inserted here upon receipt.
(f) Delaware Secretary of State — Filing No. 5B (Cloudium Infrastructure Holdings LLC)
Filing office acknowledgment: PENDING. Stamped copy to be inserted here upon receipt.
(g) Delaware Secretary of State — Filing No. 5C (Cloudium Federal Solutions Inc.)
Filing office acknowledgment: PENDING. Stamped copy to be inserted here upon receipt.
Calderwood & Harkness LLP will circulate updated copies of this UCC-3 Termination Package to counsel for Fund VI, counsel for Meridian Atlantic Bank, N.A., and counsel for Atlas Commercial Lending Corp. promptly upon receipt of all filing office acknowledgments. It is anticipated that all acknowledgments will be received no later than July 12, 2024.
4.2 Confirmation of Payoff and Authorization
The filing of the UCC-3 termination statements described herein was authorized by and made in reliance upon the following:
Payoff Letter. On July 5, 2024, Atlas Commercial Lending Corp., in its capacity as administrative agent under the Existing Credit Agreement, delivered the Payoff Letter to Calderwood & Harkness LLP (as counsel to the Borrower and Fund VI). The Payoff Letter set forth the aggregate payoff amount required to satisfy in full all obligations under the Existing Credit Agreement, including:
Wire Transfer. The full payoff amount of $830,417,556.89 was wire-transferred to Atlas's designated account at Greaves Bancorp (ABA No. 021000021; Account No. XXXXXXXX2947; Reference: Cloudium Technologies plc — Payoff / Calderwood & Harkness Matter No. 1041-00003) on July 9, 2024. Confirmation of receipt was provided by Atlas via email at 10:47 AM Eastern Time on July 9, 2024. A copy of the wire transfer confirmation is maintained in the closing binder at Tab 12.
Authorization. As set forth in Section I.3 above and in Exhibit B hereto, the Payoff Letter expressly authorized the Borrower or its designee (including Calderwood & Harkness LLP, as outside counsel) to file UCC-3 termination statements in all jurisdictions upon receipt of the payoff amount in full. Atlas Commercial Lending Corp. did not require any additional consent, instruction, or authorization beyond the terms of the Payoff Letter for the filing of these termination statements.
Comprehensive Lien Release Package. In addition to the UCC-3 termination statements filed herein, Atlas Commercial Lending Corp. is concurrently delivering a comprehensive Lien Release Package (the "Lien Release Package") covering all liens, mortgages, pledges, security interests, and encumbrances held by Atlas in connection with the Existing Credit Agreement, including without limitation:
(a) Releases and terminations of all real property mortgages and deeds of trust;
(b) Releases and terminations of all IP security interest filings with the USPTO and USCO (as described in Section V.1 below);
(c) Releases and terminations of all control agreements governing deposit accounts, securities accounts, and commodity accounts;
(d) Release of all pledged equity interests in Cloudium's domestic and foreign subsidiaries;
(e) Comprehensive termination letter confirming the release of all Liens under the Security Documents.
The Lien Release Package is being prepared and delivered by Grayson & Drummond LLP, as counsel to Atlas Commercial Lending Corp.
V. RELATED LIEN TERMINATION ACTIONS (CROSS-REFERENCE)
5.1 USPTO / USCO Filings
In connection with the security interests granted by Cloudium Technologies plc and its domestic subsidiaries under the Security Agreement (as defined in the Existing Credit Agreement), certain filings were made with the United States Patent and Trademark Office ("USPTO") and the United States Copyright Office ("USCO") to record Atlas Commercial Lending Corp.'s security interests in the following categories of intellectual property:
(a) USPTO Filings — Patents. Security interest filings were made with the USPTO with respect to all United States patents and patent applications owned by Cloudium Technologies plc and Cloudium Data Services Inc. as of the closing date of the Existing Credit Agreement, and as updated from time to time thereafter pursuant to the terms of the intellectual Property Security Agreement. These filings are identified by reel and frame numbers maintained in the USPTO's Assignment Recordation system.
(b) USPTO Filings — Trademarks. Security interest filings were made with the USPTO with respect to all United States trademark registrations and applications owned by Cloudium Technologies plc and Cloudium Data Services Inc. These filings are recorded in the USPTO's Trademark Assignment database.
(c) USCO Filings — Copyrights. Security interest filings were made with the USCO with respect to all registered copyrights owned by Cloudium Technologies plc and Cloudium Data Services Inc., including copyrights in computer software and databases.
Termination and release documents with respect to each of these intellectual property security interest filings are being prepared and filed by Grayson & Drummond LLP (as counsel to Atlas) as part of the comprehensive Lien Release Package described in Section IV.2 above. These documents include:
(i) Recordable release of security interest forms for filing with the USPTO's Assignment Division (for patents and trademarks); and
(ii) Recordable release of security interest forms for filing with the USCO (for copyrights).
Calderwood & Harkness LLP has requested that Atlas's counsel provide copies of all recorded releases promptly upon receipt from the USPTO and USCO. Calderwood & Harkness LLP will confirm receipt and recordation of all IP-related lien releases as part of its post-closing lien perfection and release verification process, and will include copies of such recorded releases in the final closing binder.
5.2 Coordination with New Lender Security Package
As described in Section I.2 above, new security interests are being granted by Cloudium Technologies plc and its subsidiary guarantors in favor of Meridian Atlantic Bank, N.A. (as collateral agent under the New GCA) in connection with the New Credit Facility. The new security package requires the filing of new UCC-1 financing statements in each jurisdiction in which the old Atlas UCC-1 filings were made, as well as any additional jurisdictions required under the New GCA.
The sequencing of the termination of the Atlas security interests and the granting and perfection of the Meridian Atlantic security interests has been carefully coordinated to ensure that:
(a) Clean Title. The UCC-3 termination statements described in this package are filed first (or simultaneously with) the new UCC-1 financing statements, so that the Meridian Atlantic UCC-1 filings will reflect on the public record as the only outstanding financing statements against the Debtors.
(b) First-Priority Liens. The new UCC-1 financing statements filed by or on behalf of Meridian Atlantic Bank, N.A. will create first-priority perfected security interests in the collateral described therein, unencumbered by any prior Atlas security interests or any other prior liens (other than Permitted Liens as defined in the New Credit Agreement).
(c) Simultaneous Filing. To the extent practicable, the UCC-3 termination filings and the new UCC-1 filings have been submitted to the applicable filing offices simultaneously on July 9, 2024. In jurisdictions where simultaneous filing is not practicable, the UCC-3 termination filings have been submitted first, with the new UCC-1 filings submitted immediately thereafter.
The new UCC-1 financing statements filed on behalf of Meridian Atlantic Bank, N.A. are covered in a separate UCC filing package prepared by Severin & Calloway LLP, as counsel to Meridian Atlantic Bank, N.A. Calderwood & Harkness LLP has coordinated with Severin & Calloway LLP to confirm proper sequencing and to avoid any gaps or overlaps in the lien perfection process.
VI. UCC SEARCH RESULTS (PRE-FILING VERIFICATION)
6.1 Summary of UCC Searches Conducted
Prior to the closing of the Acquisition and the filing of the UCC-3 termination statements described herein, Calderwood & Harkness LLP, through its retained search agent (Pemberton Industries, or "Pemberton"), conducted comprehensive UCC lien searches against Cloudium Technologies plc and each of its domestic subsidiary guarantors in all relevant jurisdictions to verify the complete universe of existing UCC financing statements filed by or on behalf of Atlas Commercial Lending Corp. (and to identify any other UCC filings by third-party secured parties).
The following UCC lien searches were conducted:
Search Results — Summary of Findings:
The UCC lien searches confirmed that the filings enumerated in Section II of this package (Filing Nos. 1 through 5C) constitute the complete set of outstanding UCC financing statements filed by or on behalf of Atlas Commercial Lending Corp. against Cloudium Technologies plc and its domestic subsidiaries. No additional or unidentified UCC filings by Atlas were discovered in any jurisdiction.
Furthermore, no UCC filings by any secured party other than Atlas Commercial Lending Corp. were identified against Cloudium Technologies plc or any of its domestic subsidiaries, with the following exception:
Permitted Liens. Two UCC-1 financing statements were identified as having been filed by third-party lessors in connection with equipment leases constituting Permitted Liens under the Existing Credit Agreement. These filings are:
(a) Filing No. 2022-DE1098765, filed by Ashgrove Corporation against Cloudium Data Services Inc. on September 14, 2022, covering "leased computer hardware and IT equipment pursuant to Master Lease Agreement No. DFS-44219"; and
(b) Filing No. 2023-DE2034567, filed by Cascade Enterprises against Cloudium Infrastructure Holdings LLC on February 7, 2023, covering "leased networking equipment pursuant to Lease Schedule No. 78851."
These equipment lease filings are not being terminated in connection with the Acquisition and are not affected by the UCC-3 termination filings described in this package. Both equipment lease arrangements will continue in accordance with their terms following the closing of the Acquisition, and both are Permitted Liens under the New Credit Agreement.
Complete copies of all UCC search reports are attached hereto as Exhibit C.
VII. SIGNATURE PAGES / FILER INFORMATION
Each UCC-3 Financing Statement Amendment (Termination) included in this package contains the following filer information:
Filer / Authorized Representative:
Calderwood & Harkness LLP (as authorized representative of the Debtor(s), with the consent and authorization of the Secured Party of Record)
Filer Contact Information:
Contact Person: Tiffany Rosenthal, Lead Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022 Telephone: (212) 555-7800 Facsimile: (212) 555-7801
Email: trosenthal@calderwoodharkness.com
Note Regarding Signature Requirements: Under Article 9 of the Uniform Commercial Code, UCC-3 financing statement amendments (including termination statements) do not require the physical or electronic signature of the secured party of record. The filing of a termination statement is authorized under the following provisions of the UCC:
(a) UCC § 9-509(d)(2). A person may file a termination statement only if the secured party of record has failed to file or send a termination statement as required by Section 9-513(a) or (c), the debtor files a termination statement under the conditions specified therein, or the filing is otherwise authorized by the secured party. In this case, Atlas Commercial Lending Corp. has affirmatively and voluntarily authorized the filing of the termination statements pursuant to the terms of the Payoff Letter.
(b) UCC § 9-513(c)(1). A secured party is obligated to cause the secured party of record to file a termination statement, or to send a termination statement to the debtor for filing, within twenty (20) days after the secured party receives an authenticated demand from the debtor, if there is no obligation secured by the collateral covered by the financing statement and no commitment to make an advance, incur an obligation, or otherwise give value exists. Here, all obligations under the Existing Credit Agreement have been paid in full and all commitments have been terminated; accordingly, Atlas's obligation to authorize termination has been fully triggered.
(c) Voluntary Authorization. Notwithstanding the foregoing statutory framework, Atlas has affirmatively authorized the filing of the termination statements in the Payoff Letter without the need for a formal demand from the Debtor. The Payoff Letter constitutes Atlas's express written consent and authorization for Calderwood & Harkness LLP (or its designee) to file UCC-3 termination statements in all applicable jurisdictions upon receipt of the payoff amount in full.
Each UCC-3 form filed as part of this package identifies Calderwood & Harkness LLP as the filer and includes the filer contact information set forth above. In the event any filing office has questions regarding any of the UCC-3 termination filings, the filing office should contact Tiffany Rosenthal at the telephone number or email address set forth above.
VIII. EXHIBITS AND ATTACHMENTS
Exhibit A — Payoff Letter from Atlas Commercial Lending Corp. (July 5, 2024)
[EXHIBIT A]
PAYOFF LETTER ATLAS COMMERCIAL LENDING CORP. Dated: July 5, 2024
Attached hereto is a complete copy of the Payoff Letter issued by Atlas Commercial Lending Corp., in its capacity as administrative agent under the Existing Credit Agreement, dated July 5, 2024, and addressed to Cloudium Technologies plc, Solara Digital Infrastructure Fund VI LP, and Calderwood & Harkness LLP. The Payoff Letter confirms:
(a) The aggregate payoff amount of $830,417,556.89 (inclusive of outstanding principal, accrued and unpaid interest, breakage costs, fees, and all other amounts due under the Existing Credit Agreement and the other Loan Documents), calculated through the anticipated payoff date of July 9, 2024;
(b) Wire transfer instructions for remittance of the payoff amount to Atlas's designated account at Greaves Bancorp;
(c) Authorization for the Borrower or its designee (including Calderwood & Harkness LLP) to file UCC-3 termination statements in all jurisdictions upon receipt of the payoff amount in full; and
(d) Confirmation that, upon receipt of the payoff amount, all obligations under the Existing Credit Agreement and the other Loan Documents will be deemed indefeasibly paid, satisfied, and discharged in full, all Commitments will terminate, and all Liens and security interests under the Security Documents will automatically terminate and be released.
Cross-reference: The Payoff Letter is maintained in the closing binder at Tab 12.
Exhibit B — Atlas Authorization for UCC-3 Filings
[EXHIBIT B]
EXCERPT FROM PAYOFF LETTER — AUTHORIZATION FOR UCC-3 FILINGS
Set forth below is the relevant excerpt from the Payoff Letter (Exhibit A) specifically authorizing the filing of UCC-3 termination statements:
"Section 4. Authorization to File Termination Statements.
Upon confirmation of receipt by the Administrative Agent of the Payoff Amount in immediately available funds in the account designated in Schedule I hereto:
(a) the Borrower or its designee (including, without limitation, Calderwood & Harkness LLP, as counsel to the Borrower and the Acquiror) is hereby irrevocably authorized to file UCC-3 financing statement amendments (termination) with the office of the Secretary of State (or comparable filing office) in each jurisdiction in which a UCC-1 financing statement has been filed by or on behalf of the Administrative Agent against the Borrower or any Subsidiary Guarantor in connection with the Credit Agreement or the Security Documents;
(b) the Borrower or its designee is hereby irrevocably authorized to take all other actions and execute, deliver, and file all other documents, instruments, and agreements as may be necessary or desirable to evidence, effectuate, or record the termination and release of all Liens and security interests granted pursuant to the Security Documents, including, without limitation, the filing of termination or release documents with the United States Patent and Trademark Office, the United States Copyright Office, and any other governmental authority or registry;
(c) this authorization is given pursuant to Section 9-509(d) of the Uniform Commercial Code and shall constitute the Administrative Agent's consent and authorization for the filing of termination statements without the necessity of any further action, consent, or instruction by the Administrative Agent or any Lender; and
(d) a copy of this Payoff Letter may be provided to any filing office as evidence of the Administrative Agent's authorization for the filing of termination statements."
Exhibit C — UCC Search Reports
[EXHIBIT C]
UCC LIEN SEARCH REPORTS Delaware, California, and New York
Attached hereto are complete copies of the UCC lien search reports conducted by Pemberton Industries (Pemberton) on behalf of Calderwood & Harkness LLP in the following jurisdictions against the following debtors:
1.  Delaware Secretary of State — Search against Cloudium Technologies plc (dated July 1, 2024)
2.  Delaware Secretary of State — Search against Cloudium Data Services Inc. (dated July 1, 2024)
3.  Delaware Secretary of State — Search against Cloudium Infrastructure Holdings LLC (dated July 1, 2024)
4.  Delaware Secretary of State — Search against Cloudium Federal Solutions Inc. (dated July 1, 2024)
5.  California Secretary of State — Search against Cloudium Technologies plc (dated July 2, 2024)
6.  New York Department of State — Search against Cloudium Technologies plc (dated July 3, 2024)
The search reports confirmed the complete set of outstanding UCC financing statements filed by Atlas Commercial Lending Corp. against the Debtors, as enumerated in Section II and Section VI of this package. The search reports also identified two equipment lease filings by third-party lessors constituting Permitted Liens, as described in Section VI.1 above.
Cross-reference: Full copies of the search reports are maintained in the closing binder at Tab 15.
Exhibit D — Copies of Original UCC-1 Financing Statements and Amendments
[EXHIBIT D]
ORIGINAL UCC-1 FINANCING STATEMENTS AND AMENDMENTS
Attached hereto are complete copies of all original UCC-1 financing statements and subsequent UCC-3 amendments (including continuation statements) that are being terminated by the filings described in this UCC-3 Termination Package:
1.  UCC-1 Financing Statement, Filing No. 2021-1234567 — Filed with the Delaware Secretary of State on March 15, 2021 (Cloudium Technologies plc — blanket lien), together with:
(a) UCC-3 Continuation Statement, Filing No. 2024-0456789, filed with the Delaware Secretary of State on January 22, 2024
2.  UCC-1 Financing Statement, Filing No. 2021-1234890 — Filed with the Delaware Secretary of State on March 15, 2021 (Cloudium Technologies plc — IP supplement)
3.  UCC-1 Financing Statement, Filing No. 2021-CA7865432 — Filed with the California Secretary of State on March 15, 2021 (Cloudium Technologies plc — precautionary blanket lien)
4.  UCC-1 Financing Statement, Filing No. 2021-NY0398214 — Filed with the New York Department of State on March 22, 2021 (Cloudium Technologies plc — precautionary deposit accounts/investment property)
5.  UCC-1 Financing Statement, Filing No. 2021-1235001 — Filed with the Delaware Secretary of State on March 15, 2021 (Cloudium Data Services Inc. — blanket lien)
6.  UCC-1 Financing Statement, Filing No. 2021-1235002 — Filed with the Delaware Secretary of State on March 15, 2021 (Cloudium Infrastructure Holdings LLC — blanket lien)
7.  UCC-1 Financing Statement, Filing No. 2021-1235003 — Filed with the Delaware Secretary of State on March 15, 2021 (Cloudium Federal Solutions Inc. — blanket lien)
Cross-reference: Original stamped copies of the UCC-1 financing statements and amendments are maintained in the closing binder at Tab 16.
PREPARED BY:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Tiffany Rosenthal
Title: Lead Associate
Date: July 9, 2024
599 Lexington Avenue New York, New York 10022 Telephone: (212) 555-7800
Email: trosenthal@calderwoodharkness.com
REVIEWED AND APPROVED BY:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Jonathan M. Hartley
Title: Partner
Date: July 9, 2024
Matter No. 1041-00003 CONFIDENTIAL — ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL This document constitutes attorney work product prepared in connection with the representation of Solara Digital Infrastructure LP and Solara Digital Infrastructure Fund VI LP. Unauthorized reproduction or distribution is strictly prohibited. © 2024 Calderwood & Harkness LLP. All rights reserved.
Filing No. | Original UCC-1 Filing No. | Original Filing Date | Filing Jurisdiction / Filing Office | Secured Party of Record | Debtor(s) of Record | UCC-3 Termination Filing Date | Confirmation Status
1 | 2021-1234567 | March 15, 2021 | Delaware — Secretary of State | Atlas Commercial Lending Corp. | Cloudium Technologies plc | July 9, 2024 | Pending
2 | 2021-1234890 | March 15, 2021 | Delaware — Secretary of State | Atlas Commercial Lending Corp. | Cloudium Technologies plc | July 9, 2024 | Pending
3 | 2021-CA7865432 | March 15, 2021 | California — Secretary of State | Atlas Commercial Lending Corp. | Cloudium Technologies plc | July 9, 2024 | Pending
4 | 2021-NY0398214 | March 22, 2021 | New York — Department of State | Atlas Commercial Lending Corp. | Cloudium Technologies plc | July 9, 2024 | Pending
5A | 2021-1235001 | March 15, 2021 | Delaware — Secretary of State | Atlas Commercial Lending Corp. | Cloudium Data Services Inc. | July 9, 2024 | Pending
5B | 2021-1235002 | March 15, 2021 | Delaware — Secretary of State | Atlas Commercial Lending Corp. | Cloudium Infrastructure Holdings LLC | July 9, 2024 | Pending
5C | 2021-1235003 | March 15, 2021 | Delaware — Secretary of State | Atlas Commercial Lending Corp. | Cloudium Federal Solutions Inc. | July 9, 2024 | Pending
Component | Amount
Outstanding Term Loan Principal | $620,000,000.00
Outstanding Revolving Facility Principal | $200,000,000.00
Accrued and Unpaid Interest (through July 9, 2024) | $7,834,166.67
Breakage Costs / SOFR Prepayment Compensation | $2,145,890.22
Administrative Agent Fees | $125,000.00
Other Fees and Expenses | $312,500.00
Total Payoff Amount | $830,417,556.89
Search Jurisdiction | Debtor Searched | Search Agent | Search Date | Results
Delaware Secretary of State | Cloudium Technologies plc | Pemberton | July 1, 2024 | 3 filings identified (Filing Nos. 1, 2, and continuation of Filing No. 1)
Delaware Secretary of State | Cloudium Data Services Inc. | Pemberton | July 1, 2024 | 1 filing identified (Filing No. 5A)
Delaware Secretary of State | Cloudium Infrastructure Holdings LLC | Pemberton | July 1, 2024 | 1 filing identified (Filing No. 5B)
Delaware Secretary of State | Cloudium Federal Solutions Inc. | Pemberton | July 1, 2024 | 1 filing identified (Filing No. 5C)
California Secretary of State | Cloudium Technologies plc | Pemberton | July 2, 2024 | 1 filing identified (Filing No. 3)
New York Department of State | Cloudium Technologies plc | Pemberton | July 3, 2024 | 1 filing identified (Filing No. 4)