1041-00003 · Solara Digital Infrastructure LP · Corporate Governance

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UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF MANAGERS

OF SOLARA FUND VI GP LLC,

a Delaware limited liability company,

IN ITS CAPACITY AS GENERAL PARTNER OF

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP,

a Delaware limited partnership

Dated: January 22, 2024

The undersigned, constituting all of the members of the Board of Managers (the "Board") of Solara Fund VI GP LLC, a Delaware limited liability company (the "GP"), acting in its capacity as the sole general partner of Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI" or the "Partnership"), hereby adopt the following recitals and resolutions by unanimous written consent, in lieu of a meeting, pursuant to the Amended and Restated Limited Liability Company Agreement of the GP, dated as of April 14, 2022 (the "LLC Agreement"), and the Amended and Restated Agreement of Limited Partnership of Fund VI, dated as of June 1, 2022 (the "Partnership Agreement"), and in accordance with applicable provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) and the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101 et seq.).

RECITALS

A. Identification of Entities.

WHEREAS, the GP is a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware, and serves as the sole general partner of Fund VI;

WHEREAS, Fund VI is a Delaware limited partnership duly organized and validly existing under the laws of the State of Delaware (EIN 87-4523190), and the GP acts on behalf of Fund VI in its capacity as general partner pursuant to the Partnership Agreement;

WHEREAS, Fund VI is a private equity fund with $12.4 billion in committed capital (vintage 2022), managed by Solara Digital Infrastructure LP, a Delaware limited partnership ("Solara" or "SDILP"), with its principal offices located at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801;

WHEREAS, Solara Digital GP LLC, a Delaware limited liability company, serves as the general partner of Solara Digital Infrastructure LP;

WHEREAS, Marcus Elliston (Founder & Managing Partner) and Priya Narasimhan (Co-Managing Partner & Chief Investment Officer) serve as the managing principals of Solara and as the managing members of the GP; and

WHEREAS, pursuant to Section 6.1 of the Partnership Agreement, the GP is authorized to make investment decisions on behalf of Fund VI, including without limitation the acquisition, disposition, and management of portfolio investments, subject to the terms and conditions set forth therein.

B. Description of the Proposed Transaction.

WHEREAS, Fund VI desires to acquire, directly or indirectly, all of the outstanding shares of common stock of Cloudium Technologies plc ("Cloudium" or the "Company"), a public limited company incorporated under the laws of England and Wales (Company No. 09734521), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its United States headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103, whose shares of common stock are listed on the Nasdaq Global Select Market under the ticker symbol "CLDM";

WHEREAS, Cloudium is a leading provider of cloud-native enterprise resource planning ("ERP"), customer-relationship management ("CRM"), and business-intelligence software-as-a-service ("SaaS") solutions, serving enterprise and mid-market customers across a broad range of industries globally, with approximately 6,800 employees across offices in the United States, the United Kingdom, Germany, India, and Australia, and with last-twelve-month ("LTM") revenue of approximately $1,620,000,000 for the fiscal year ended September 30, 2023, LTM EBITDA (as adjusted) of approximately $405,000,000 for the same period, and annual recurring revenue ("ARR") of approximately $1,740,000,000 as of December 31, 2023;

WHEREAS, the acquisition of Cloudium will be effected by means of a reverse triangular merger under the Delaware General Corporation Law, as amended (the "DGCL"), pursuant to which Stratos Merger Sub Inc. ("Merger Sub"), a Delaware corporation (DE File No. 7923841) incorporated on January 8, 2024, as a wholly owned subsidiary of Fund VI, will merge with and into Cloudium, with Cloudium surviving the merger as a wholly owned subsidiary of Fund VI (the "Merger");

WHEREAS, the aggregate consideration for the Merger is approximately $6,800,000,000, representing a per-share merger consideration of approximately $36.92 per share of Cloudium common stock (based on 184,200,000 shares of Cloudium common stock outstanding as of January 15, 2024), which consideration represents an enterprise value to LTM EBITDA multiple of approximately 16.8x and a premium of approximately 32.7% to the unaffected closing price of Cloudium common stock on January 12, 2024 (the last trading day prior to the public announcement of the transaction); and

WHEREAS, the Board has reviewed the investment thesis, financial projections, and due diligence findings prepared by Solara and its advisors with respect to the Merger, and has determined that the Merger consideration and the terms of the transaction are fair and reasonable and consistent with Fund VI's investment strategy and objectives.

C. Identification of Transaction Documents.

WHEREAS, in connection with the Merger, it is proposed that the following agreements, instruments, and documents (collectively, the "Transaction Documents") be negotiated, executed, and delivered on behalf of Fund VI, the GP, and/or Merger Sub, as applicable:

(a) Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP, pursuant to which Merger Sub will merge with and into Cloudium, with Cloudium surviving as a wholly owned subsidiary of Fund VI, on the terms and subject to the conditions set forth therein;

(b) Equity Commitment Letter (the "ECL"), dated as of January 22, 2024, from Fund VI to Merger Sub, committing Fund VI to contribute $2,832,888,096 in cash equity to Merger Sub at or prior to the closing of the Merger, to fund a portion of the aggregate merger consideration and related transaction costs;

(c) Limited Guarantee, dated as of January 22, 2024, from Solara Fund VI GP LLC in favor of Cloudium Technologies plc, guaranteeing the payment by Fund VI of (i) the reverse termination fee in the amount of $221,000,000 and (ii) up to $25,000,000 in respect of Cloudium's enforcement costs, for an aggregate guaranteed amount not to exceed $246,000,000;

(d) Debt Commitment Letter (the "DCL"), dated as of January 22, 2024, from Meridian Atlantic Bank, N.A. (as lead arranger and administrative agent) and Ironclad Capital Markets LLC (as co-arranger and joint bookrunner) to Fund VI, committing to provide $4,240,000,000 in aggregate debt financing, consisting of (i) a $3,740,000,000 senior secured first-lien term loan facility (the "Term Loan B") with a seven-year maturity and interest at SOFR plus 325 basis points, and (ii) a $500,000,000 senior secured first-lien revolving credit facility (the "Revolving Credit Facility"), together with the associated Fee Letter, dated as of the same date, setting forth the arrangement, commitment, and agency fees payable in connection therewith;

(e) Rollover Agreement with Jonathan Hargrove, Chief Executive Officer of Cloudium, who beneficially owns approximately 7,736,400 shares of Cloudium common stock (representing approximately 4.2% of the outstanding shares), pursuant to which Mr. Hargrove will elect to roll over 50% of such shares (approximately 3,868,200 shares), representing rollover equity of approximately $142,814,544, into equity interests in the post-closing surviving entity or a parent entity thereof, on the terms and subject to the conditions set forth therein;

(f) Rollover Agreement with Pinnacle Growth Ventures LLC, which beneficially owns approximately 21,367,200 shares of Cloudium common stock (representing approximately 11.6% of the outstanding shares), pursuant to which Pinnacle Growth Ventures LLC will elect to roll over 60% of such shares (approximately 12,820,320 shares), representing rollover equity of approximately $473,241,408, into equity interests in the post-closing surviving entity or a parent entity thereof, on the terms and subject to the conditions set forth therein (the aggregate rollover equity from Mr. Hargrove and Pinnacle Growth Ventures LLC being approximately $616,055,952);

(g) Voting and Support Agreements with each of Jonathan Hargrove and Pinnacle Growth Ventures LLC, pursuant to which each such person will agree, among other things, to vote all shares of Cloudium common stock beneficially owned by such person in favor of the Merger and the adoption of the Merger Agreement, and against any competing proposals, subject to customary exceptions;

(h) Escrow Agreement among Fund VI, Cobalt Trust Company, a national banking association (as escrow agent), and Douglas Pemberton (as the Stockholder Representative), providing for the deposit of $544,000,000 (representing 8% of the aggregate deal value) in escrow at the closing of the Merger, to be held and released in accordance with the terms set forth therein;

(i) Co-Investment Agreement with Solara Digital Co-Invest VI-A LP, a Delaware limited partnership, providing for a co-investment in the amount of $425,000,000, sourced from Fund VI limited partners exercising co-investment rights under Section 8.4 of the Partnership Agreement and allocated in accordance with Solara's co-investment allocation policy; and

(j) Such other agreements, instruments, certificates, and documents as may be necessary or advisable in connection with the consummation of the Merger and the transactions contemplated by the Transaction Documents, including without limitation any amendments, modifications, supplements, or waivers thereto.

D. Engagement of Advisors.

WHEREAS, in connection with the Merger and the transactions contemplated thereby, Fund VI and Solara have engaged the following professional advisors:

(i) Calderwood & Harkness LLP (Matter No. 1041-00003), as legal counsel to the buyer, with Harrison Wexford serving as Responsible Partner, Beatrice Holloway serving as Billing Partner, and specialist partners Leonard Cross (Tax) and Elaine Forsythe (Antitrust & Competition) providing subject-matter expertise in their respective areas;

(ii) Osprey Bancroft & Co., as financial advisor to Fund VI, with Damien Harlow, Managing Director, Technology M&A, serving as lead investment banker, to provide, among other services, a fairness opinion and financial analysis in connection with the Merger;

(iii) Glenmore Thornton LLP, as accounting and tax advisor, with Richard Okamura leading the transaction tax workstream and Vanessa Liu leading the financial due diligence workstream;

(iv) Albright & Kerr LLP, as UK regulatory counsel, with Fiona McAllister serving as Lead Partner, to advise on the preparation and filing of the CMA Phase 1 merger notification and related UK competition law matters; and

(v) Peregrine Advisory Group LLC, as representation and warranty insurance broker, with Timothy Gallagher serving as Lead Broker, to advise on the structuring, placement, and procurement of the R&W insurance program.

E. Sources and Uses of Funds.

WHEREAS, the total funding requirement for the Merger and the related transactions is approximately $7,188,944,048, comprised of the following uses:

(i) $6,183,944,048 in cash merger consideration payable to non-rolling stockholders of Cloudium at the effective time of the Merger;

(ii) $185,000,000 in estimated transaction expenses, including legal fees, financial advisory fees, accounting and tax advisory fees, regulatory filing fees, R&W insurance premiums and broker fees, debt financing fees, printing and mailing costs, and other customary closing costs; and

(iii) $820,000,000 for the repayment in full of Cloudium's existing indebtedness under that certain Credit Agreement, dated as of March 15, 2021, among Cloudium Technologies plc (as borrower), Atlas Commercial Lending Corp. (as administrative agent), and the lenders party thereto, consisting of approximately $620,000,000 outstanding under the existing term loan facility and approximately $200,000,000 drawn under the existing revolving credit facility, which existing indebtedness is required to be repaid in full at or prior to the closing of the Merger;

WHEREAS, the sources of funds to satisfy the foregoing funding requirements are as follows:

(i) $3,740,000,000 in proceeds from the Term Loan B to be funded at closing pursuant to the DCL (seven-year maturity; interest at SOFR plus 325 basis points; Meridian Atlantic Bank, N.A. as lead arranger and administrative agent; Ironclad Capital Markets LLC as co-arranger and joint bookrunner);

(ii) $2,832,888,096 in cash equity contributions from Fund VI, to be funded from capital commitments of Fund VI's limited partners in accordance with the Partnership Agreement; and

(iii) $616,055,952 in rollover equity from Jonathan Hargrove (approximately $142,814,544) and Pinnacle Growth Ventures LLC (approximately $473,241,408), as described in the Rollover Agreements;

for a total of approximately $7,188,944,048 in aggregate sources of funds.

F. Key Economic Terms of the Merger Agreement.

WHEREAS, the key economic terms of the Merger Agreement, as negotiated and substantially finalized as of the date hereof, include the following:

(i) Per-Share Merger Consideration. Each share of Cloudium common stock outstanding immediately prior to the effective time of the Merger (other than shares subject to rollover elections, treasury shares, and shares held by Cloudium or any wholly owned subsidiary of Cloudium) will be converted into the right to receive approximately $36.92 in cash, without interest and subject to applicable tax withholding;

(ii) Indemnification Cap. The aggregate liability of the stockholders for indemnification claims under the Merger Agreement will not exceed 15% of the aggregate deal value, or $1,020,000,000;

(iii) Indemnification Escrow. An amount equal to 8% of the aggregate deal value ($544,000,000) will be deposited in escrow at the closing with Cobalt Trust Company as escrow agent, with 50% of such escrow amount ($272,000,000) to be released to the Stockholder Representative on behalf of the former stockholders twelve (12) months following the closing date, and the remainder to be released eighteen (18) months following the closing date, in each case less amounts subject to pending or unresolved indemnification claims;

(iv) Indemnity Basket. The stockholders will not be liable for indemnification claims unless and until the aggregate amount of all losses exceeds 0.75% of the aggregate deal value ($51,000,000), at which point the stockholders will be liable for all losses from the first dollar (a "tipping basket"); provided that no individual claim will be counted toward the basket unless such individual claim exceeds a de minimis threshold of $500,000;

(v) Survival Period. The representations and warranties of the parties will survive the closing of the Merger for a period of eighteen (18) months, except that the Fundamental Representations (as defined in the Merger Agreement) will survive for the applicable statute of limitations plus sixty (60) days;

(vi) Termination Fee. In the event the Merger Agreement is terminated by Fund VI in circumstances giving rise to a termination fee, Cloudium will pay to Fund VI a termination fee equal to 3.25% of the aggregate deal value ($221,000,000);

(vii) Reverse Termination Fee. In the event the Merger Agreement is terminated by Cloudium in circumstances giving rise to a reverse termination fee, Fund VI will pay to Cloudium a reverse termination fee equal to 5.5% of the aggregate deal value ($374,000,000), which obligation is guaranteed by the GP pursuant to the Limited Guarantee up to the aggregate guaranteed amount of $246,000,000 (comprising $221,000,000 in respect of the reverse termination fee and $25,000,000 in respect of enforcement costs);

(viii) No-Shop Provision. Cloudium will be subject to customary non-solicitation and no-shop restrictions from the date of the Merger Agreement through the earlier of the closing or termination of the Merger Agreement, subject to a customary fiduciary-out exception permitting Cloudium's board of directors to engage in discussions with, and provide information to, a third party making an unsolicited bona fide superior proposal, subject to customary matching-rights provisions; and

(ix) Material Adverse Effect. The Merger Agreement will include a customary definition of "Material Adverse Effect" applicable to Cloudium, with carveouts for, among other things, (A) pandemics, epidemics, or public health emergencies (including COVID-19 and any variants thereof), (B) acts of war, armed hostilities, sabotage, terrorism, or military actions, (C) changes in applicable law, regulation, or GAAP, and (D) general economic or industry-wide conditions, in each case to the extent not disproportionately affecting Cloudium relative to its industry peers.

G. Representation and Warranty Insurance.

WHEREAS, in connection with the Merger, Fund VI intends to procure a buyer-side representation and warranty insurance policy (the "R&W Policy") from Northfield Assurance Ltd. (Policy No. NFA-TRI-2024-00487), with a policy limit of $680,000,000 (representing 10% of the aggregate deal value), a retention equal to $544,000,000 (equal to the indemnification escrow amount, with a 50% drop-down to $272,000,000 twelve (12) months after the closing date if there are no pending claims at such time), and an annual premium of $13,600,000 (representing 2.0% of the policy limit), the binder agreement for which was executed on January 19, 2024, by and between Fund VI and Northfield Assurance Ltd.; and

WHEREAS, the R&W Policy will provide coverage for breaches of the seller's representations and warranties in the Merger Agreement, subject to the terms, conditions, and exclusions set forth in the R&W Policy, and will serve as an additional source of recovery for Fund VI in the event of post-closing indemnification claims.

H. Determination of Best Interests.

WHEREAS, the Board has reviewed and considered the terms and conditions of the Merger Agreement and each of the other Transaction Documents, the terms of the debt financing commitments, the R&W insurance program, the engagement of advisors, the due diligence findings, and the financial projections and analyses prepared by Solara and its advisors, and has had the opportunity to ask questions of and receive answers from the managing principals of Solara, legal counsel, and the financial advisor;

WHEREAS, the Board has determined, in its business judgment and in the exercise of its fiduciary duties, that the execution, delivery, and performance of the Transaction Documents, and the consummation of the Merger and the other transactions contemplated thereby, on the terms and subject to the conditions set forth in the Transaction Documents, are in the best interests of Fund VI, its limited partners, and the GP; and

WHEREAS, the Board desires to approve and authorize the Transaction Documents and the transactions contemplated thereby, and to authorize the Authorized Persons (as defined below) to take all actions necessary or advisable to consummate the Merger and the transactions contemplated by the Transaction Documents.

RESOLUTIONS

NOW, THEREFORE, BE IT:

1. Approval of the Merger and Transaction Documents.

RESOLVED, that the Merger and the transactions contemplated by the Transaction Documents, on the terms and subject to the conditions set forth therein, including without limitation the payment of the aggregate merger consideration, the contribution of equity capital, the incurrence of indebtedness, the execution of rollover arrangements, the deposit of escrow funds, and the procurement of R&W insurance, are hereby approved, authorized, and ratified in all respects.

2. Authorization to Execute and Deliver the Merger Agreement.

RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver 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, substantially in the form reviewed by the Board, together with all exhibits, schedules, and disclosure letters thereto, with such changes, modifications, amendments, and supplements as any Authorized Person (as defined below) may approve, such approval to be conclusively evidenced by such Authorized Person's execution and delivery thereof.

3. Authorization to Execute and Deliver the Equity Commitment Letter.

RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver the Equity Commitment Letter, dated as of January 22, 2024, from Fund VI to Stratos Merger Sub Inc., committing Fund VI to contribute $2,832,888,096 in cash equity to Merger Sub at or prior to the closing of the Merger, on the terms and subject to the conditions set forth therein, substantially in the form reviewed by the Board, with such changes, modifications, and amendments as any Authorized Person may approve, such approval to be conclusively evidenced by such Authorized Person's execution and delivery thereof; and further

RESOLVED, that the GP is hereby authorized and directed to issue capital call notices to the limited partners of Fund VI in accordance with Section 3.2 of the Partnership Agreement in such amounts and at such times as are necessary to fund Fund VI's equity commitment under the Equity Commitment Letter, and to take all other actions necessary or advisable in connection with the funding thereof.

4. Authorization to Execute and Deliver the Limited Guarantee.

RESOLVED, that the GP is hereby authorized and directed to execute and deliver, in its own capacity and on its own behalf, the Limited Guarantee, dated as of January 22, 2024, in favor of Cloudium Technologies plc, guaranteeing payment by Fund VI of (a) the reverse termination fee in the amount of $221,000,000, payable in accordance with the terms of the Merger Agreement, and (b) up to $25,000,000 of Cloudium's enforcement costs incurred in connection with the enforcement of the reverse termination fee and related obligations, for an aggregate guaranteed amount not to exceed $246,000,000, substantially in the form reviewed by the Board, with such changes, modifications, and amendments as any Authorized Person may approve, such approval to be conclusively evidenced by such Authorized Person's execution and delivery thereof.

5. Authorization to Execute and Deliver the Rollover Agreements.

RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver:

(a) the Rollover Agreement with Jonathan Hargrove, Chief Executive Officer of Cloudium, providing for the rollover of approximately $142,814,544 in Cloudium equity (representing 50% of his 7,736,400 shares of Cloudium common stock at $36.92 per share) into equity interests in the post-closing surviving entity or a parent entity thereof, on the terms and subject to the conditions set forth therein; and

(b) the Rollover Agreement with Pinnacle Growth Ventures LLC, providing for the rollover of approximately $473,241,408 in Cloudium equity (representing 60% of its 21,367,200 shares of Cloudium common stock at $36.92 per share) into equity interests in the post-closing surviving entity or a parent entity thereof, on the terms and subject to the conditions set forth therein;

in each case, substantially in the form reviewed by the Board, with such changes, modifications, and amendments as any Authorized Person may approve, such approval to be conclusively evidenced by such Authorized Person's execution and delivery thereof.

6. Authorization to Execute and Deliver the Voting and Support Agreements.

RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver the Voting and Support Agreements with each of Jonathan Hargrove and Pinnacle Growth Ventures LLC, pursuant to which each such person will agree, among other things, to vote all shares of Cloudium common stock beneficially owned by such person in favor of the adoption and approval of the Merger Agreement and the Merger, and against any alternative acquisition proposals or any other action that would reasonably be expected to impede, frustrate, prevent, or delay the consummation of the Merger, in each case substantially in the form reviewed by the Board, with such changes, modifications, and amendments as any Authorized Person may approve, such approval to be conclusively evidenced by such Authorized Person's execution and delivery thereof.

7. Authorization to Execute and Deliver the Escrow Agreement.

RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver the Escrow Agreement among Fund VI, Cobalt Trust Company, a national banking association (as escrow agent), and Douglas Pemberton (as the Stockholder Representative), providing for the deposit of $544,000,000 (representing 8% of the aggregate deal value) in escrow at the closing of the Merger, to be held, invested, and released in accordance with the release mechanics and other terms set forth therein, substantially in the form reviewed by the Board, with such changes, modifications, and amendments as any Authorized Person may approve, such approval to be conclusively evidenced by such Authorized Person's execution and delivery thereof.

8. Authorization to Execute and Deliver the Debt Commitment Letter and Fee Letter.

RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver:

(a) the Debt Commitment Letter, dated as of January 22, 2024, from Meridian Atlantic Bank, N.A. (as lead arranger and administrative agent) and Ironclad Capital Markets LLC (as co-arranger and joint bookrunner) to Fund VI, committing to provide $4,240,000,000 in aggregate debt financing, consisting of (i) a $3,740,000,000 senior secured first-lien Term Loan B facility (seven-year maturity; interest at SOFR plus 325 basis points) and (ii) a $500,000,000 senior secured first-lien Revolving Credit Facility, on the terms and subject to the conditions set forth therein; and

(b) the associated Fee Letter, dated as of January 22, 2024, between Fund VI, Meridian Atlantic Bank, N.A., and Ironclad Capital Markets LLC, setting forth the arrangement fees, commitment fees, agency fees, and other fees payable by Fund VI in connection with the debt financing;

RESOLVED, that the GP is hereby authorized and directed to negotiate, execute, and deliver the definitive credit agreement and related security documents, guarantees, intercreditor agreements, and other ancillary documents contemplated by the Debt Commitment Letter at or prior to the closing of the Merger, on terms substantially consistent with the term sheet attached to the Debt Commitment Letter, with such modifications as any Authorized Person may approve.

9. Authorization to Execute and Deliver the Co-Investment Agreement.

RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver the Co-Investment Agreement with Solara Digital Co-Invest VI-A LP, a Delaware limited partnership, providing for a co-investment in the amount of $425,000,000, sourced from Fund VI limited partners exercising their co-investment rights under Section 8.4 of the Partnership Agreement and allocated in accordance with Solara's co-investment allocation policy, substantially in the form reviewed by the Board, with such changes, modifications, and amendments as any Authorized Person may approve, such approval to be conclusively evidenced by such Authorized Person's execution and delivery thereof.

10. Authorization to Procure R&W Insurance.

RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to procure the buyer-side representation and warranty insurance policy from Northfield Assurance Ltd. (Policy No. NFA-TRI-2024-00487), with a policy limit of $680,000,000, a retention of $544,000,000 (with a 50% drop-down to $272,000,000 twelve months after the closing date if no claims are pending), and a premium of $13,600,000 (representing 2.0% of the policy limit), and to pay the broker fee of $680,000 to Peregrine Advisory Group LLC, and to execute and deliver the binder agreement (to the extent not already executed), the final policy, and any endorsements, amendments, or supplements thereto, in each case on terms substantially consistent with those reviewed by the Board, with such changes, modifications, and amendments as any Authorized Person may approve.

11. Authorization to Form Merger Sub and Take Related Actions.

RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, and in its capacity as the indirect controlling person of Stratos Merger Sub Inc. (DE File No. 7923841), a Delaware corporation and wholly owned subsidiary of Fund VI, is hereby authorized and directed to:

(a) approve the Merger Agreement and the Merger as the sole stockholder of Merger Sub, and to execute and deliver a written consent of the sole stockholder of Merger Sub adopting and approving the Merger Agreement and the Merger;

(b) authorize and direct the execution and delivery by Merger Sub of the Merger Agreement and all related Transaction Documents to which Merger Sub is or will be a party; and

(c) take all actions necessary or advisable in connection with the consummation of the Merger, including without limitation the preparation, execution, and filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL, and the taking of all other actions required to effectuate the Merger under the DGCL and applicable law.

12. Authorization to Make Regulatory Filings.

RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to cause the preparation and filing of:

(a) the Pre-Merger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ"), and to furnish all supplemental information and documentary material that may be requested in connection therewith, including in response to any "second request" for additional information;

(b) the Merger Notice with the United Kingdom Competition and Markets Authority (the "CMA") pursuant to Part 3 of the Enterprise Act 2002, and to take all actions necessary or advisable in connection with the CMA Phase 1 review process, including responding to any information requests and engaging in any pre-notification discussions; and

(c) any other regulatory filings, notifications, submissions, or registrations that may be required or advisable under applicable antitrust, competition, foreign investment, telecommunications, data protection, or other regulatory laws in any jurisdiction in connection with the Merger and the transactions contemplated by the Transaction Documents;

and further RESOLVED, that the Authorized Persons are hereby authorized and directed to take all actions necessary or advisable to obtain all required regulatory approvals, clearances, consents, and waivers in connection with the Merger, including without limitation (i) entering into negotiations with the FTC, DOJ, CMA, and any other governmental authority, (ii) proposing, negotiating, and agreeing to divestitures, behavioral remedies, consent orders, or other undertakings as any Authorized Person may determine to be necessary or advisable (subject to any limitations set forth in the Merger Agreement), and (iii) extending or waiving any applicable waiting periods.

13. Authorization to Execute and Deliver Ancillary Documents.

RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver any and all additional agreements, instruments, certificates, and documents as may be necessary, desirable, or advisable to carry out the purposes and intent of the foregoing resolutions and to consummate the Merger and the transactions contemplated by the Transaction Documents, including without limitation:

(a) officer's certificates and secretary's certificates (or their equivalents for limited liability companies and limited partnerships) certifying as to the authorization, incumbency, and good standing of Fund VI, the GP, and Merger Sub;

(b) good standing certificates and certificates of existence from the Delaware Secretary of State and such other jurisdictions as may be required;

(c) certificates pursuant to Sections 897 and 1445 of the Internal Revenue Code of 1986, as amended (FIRPTA certificates), and any other tax certificates or forms required in connection with the Merger;

(d) all closing deliverables required to be delivered by Fund VI, the GP, or Merger Sub under the Merger Agreement, including without limitation the closing consideration, the escrow deposit, evidence of insurance, and payoff letters;

(e) any amendments, supplements, or modifications to any of the Transaction Documents; and

(f) such other agreements, instruments, certificates, and documents as any Authorized Person may deem necessary or advisable in connection with the foregoing.

14. Designation of Authorized Persons.

RESOLVED, that each of the following individuals is hereby designated as an "Authorized Person" for purposes of these resolutions:

(a) Marcus Elliston, Founder & Managing Partner of Solara and Managing Member of the GP;

(b) Priya Narasimhan, Co-Managing Partner & Chief Investment Officer of Solara and Managing Member of the GP; and

(c) any other officer or authorized signatory of the GP, as designated from time to time by the Board or by the foregoing individuals;

and further RESOLVED, that each Authorized Person is hereby authorized and empowered, acting individually or together with any other Authorized Person, to execute and deliver, in the name and on behalf of Fund VI, the GP, or Merger Sub, as applicable, any and all documents, instruments, agreements, certificates, filings, and communications contemplated by or related to the foregoing resolutions, and to take any and all actions, and to incur any and all expenses, as such Authorized Person may deem necessary, desirable, or advisable to carry out the purposes and intent of the foregoing resolutions and to consummate the Merger and the transactions contemplated by the Transaction Documents, the execution and delivery of any such document, the taking of any such action, or the incurrence of any such expense by any Authorized Person to be conclusive evidence of the authority of such Authorized Person to so act on behalf of Fund VI, the GP, or Merger Sub, as applicable.

15. Ratification of Prior Acts.

RESOLVED, that all actions heretofore taken by any Authorized Person, any officer, manager, member, or agent of the GP, or any attorney, advisor, or other representative engaged by or on behalf of Fund VI, the GP, or Solara in connection with the Merger and the transactions contemplated by the Transaction Documents, including without limitation:

(a) the retention of Calderwood & Harkness LLP (Matter No. 1041-00003) as legal counsel to the buyer;

(b) the retention of Osprey Bancroft & Co. as financial advisor to Fund VI;

(d) the retention of Albright & Kerr LLP as UK regulatory counsel;

(e) the retention of Peregrine Advisory Group LLC as R&W insurance broker;

(f) the negotiation of the Transaction Documents and the terms of the Merger, including all communications and exchanges of information with Cloudium, its board of directors, its stockholders, and their respective advisors;

(g) the incorporation of Stratos Merger Sub Inc. on January 8, 2024, and the capitalization thereof;

(h) the execution of the R&W insurance binder agreement with Northfield Assurance Ltd. on January 19, 2024; and

(i) all due diligence, analysis, and investigation conducted in connection with the Merger;

are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the GP, acting on behalf of Fund VI.

16. General Authority.

RESOLVED, that the Authorized Persons, acting individually or together, are hereby authorized and empowered to do and perform any and all such further acts and things, to execute and deliver any and all such further documents, instruments, certificates, and agreements, and to pay or cause to be paid any and all fees, costs, and expenses, as any Authorized Person may deem necessary, desirable, or appropriate in order to carry out the purposes and intent of the foregoing resolutions and to consummate the Merger and the transactions contemplated by the Transaction Documents, the doing of any such act or thing, the execution and delivery of any such document, or the payment of any such fee, cost, or expense to be conclusive evidence of the GP's authorization thereof, and no further action or approval of the Board shall be required in connection therewith.

ATTESTATION AND EXECUTION

The undersigned, constituting all of the members and managers of Solara Fund VI GP LLC, a Delaware limited liability company, acting in its capacity as the sole general partner of Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership, hereby adopt the foregoing recitals and resolutions by unanimous written consent, effective as of January 22, 2024 (the date first written above), in accordance with the Amended and Restated Limited Liability Company Agreement of Solara Fund VI GP LLC and the Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure Fund VI LP. This consent shall have the same force and effect as if adopted at a duly convened meeting of the Board of Managers of the GP at which a quorum was present and acting throughout.

This unanimous written consent may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this consent by facsimile or by electronic transmission in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this consent.

[Signature Page Follows]

SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF MANAGERS OF SOLARA FUND VI GP LLC

IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent as of the date first set forth above.

SOLARA FUND VI GP LLC

By: ________

Name: Marcus Elliston

Title: Managing Member and Authorized Person

Date: January 22, 2024

SOLARA FUND VI GP LLC

By: ________

Name: Priya Narasimhan

Title: Managing Member and Authorized Person

Date: January 22, 2024

UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF MANAGERS
OF SOLARA FUND VI GP LLC,
a Delaware limited liability company,
IN ITS CAPACITY AS GENERAL PARTNER OF
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP,
a Delaware limited partnership
Dated: January 22, 2024
The undersigned, constituting all of the members of the Board of Managers (the "Board") of Solara Fund VI GP LLC, a Delaware limited liability company (the "GP"), acting in its capacity as the sole general partner of Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI" or the "Partnership"), hereby adopt the following recitals and resolutions by unanimous written consent, in lieu of a meeting, pursuant to the Amended and Restated Limited Liability Company Agreement of the GP, dated as of April 14, 2022 (the "LLC Agreement"), and the Amended and Restated Agreement of Limited Partnership of Fund VI, dated as of June 1, 2022 (the "Partnership Agreement"), and in accordance with applicable provisions of the Delaware Limited Liability Company Act (6 Del. C. § 18-101 et seq.) and the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101 et seq.).
RECITALS
A. Identification of Entities.
WHEREAS, the GP is a Delaware limited liability company duly organized and validly existing under the laws of the State of Delaware, and serves as the sole general partner of Fund VI;
WHEREAS, Fund VI is a Delaware limited partnership duly organized and validly existing under the laws of the State of Delaware (EIN 87-4523190), and the GP acts on behalf of Fund VI in its capacity as general partner pursuant to the Partnership Agreement;
WHEREAS, Fund VI is a private equity fund with $12.4 billion in committed capital (vintage 2022), managed by Solara Digital Infrastructure LP, a Delaware limited partnership ("Solara" or "SDILP"), with its principal offices located at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801;
WHEREAS, Solara Digital GP LLC, a Delaware limited liability company, serves as the general partner of Solara Digital Infrastructure LP;
WHEREAS, Marcus Elliston (Founder & Managing Partner) and Priya Narasimhan (Co-Managing Partner & Chief Investment Officer) serve as the managing principals of Solara and as the managing members of the GP; and
WHEREAS, pursuant to Section 6.1 of the Partnership Agreement, the GP is authorized to make investment decisions on behalf of Fund VI, including without limitation the acquisition, disposition, and management of portfolio investments, subject to the terms and conditions set forth therein.
B. Description of the Proposed Transaction.
WHEREAS, Fund VI desires to acquire, directly or indirectly, all of the outstanding shares of common stock of Cloudium Technologies plc ("Cloudium" or the "Company"), a public limited company incorporated under the laws of England and Wales (Company No. 09734521), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its United States headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103, whose shares of common stock are listed on the Nasdaq Global Select Market under the ticker symbol "CLDM";
WHEREAS, Cloudium is a leading provider of cloud-native enterprise resource planning ("ERP"), customer-relationship management ("CRM"), and business-intelligence software-as-a-service ("SaaS") solutions, serving enterprise and mid-market customers across a broad range of industries globally, with approximately 6,800 employees across offices in the United States, the United Kingdom, Germany, India, and Australia, and with last-twelve-month ("LTM") revenue of approximately $1,620,000,000 for the fiscal year ended September 30, 2023, LTM EBITDA (as adjusted) of approximately $405,000,000 for the same period, and annual recurring revenue ("ARR") of approximately $1,740,000,000 as of December 31, 2023;
WHEREAS, the acquisition of Cloudium will be effected by means of a reverse triangular merger under the Delaware General Corporation Law, as amended (the "DGCL"), pursuant to which Stratos Merger Sub Inc. ("Merger Sub"), a Delaware corporation (DE File No. 7923841) incorporated on January 8, 2024, as a wholly owned subsidiary of Fund VI, will merge with and into Cloudium, with Cloudium surviving the merger as a wholly owned subsidiary of Fund VI (the "Merger");
WHEREAS, the aggregate consideration for the Merger is approximately $6,800,000,000, representing a per-share merger consideration of approximately $36.92 per share of Cloudium common stock (based on 184,200,000 shares of Cloudium common stock outstanding as of January 15, 2024), which consideration represents an enterprise value to LTM EBITDA multiple of approximately 16.8x and a premium of approximately 32.7% to the unaffected closing price of Cloudium common stock on January 12, 2024 (the last trading day prior to the public announcement of the transaction); and
WHEREAS, the Board has reviewed the investment thesis, financial projections, and due diligence findings prepared by Solara and its advisors with respect to the Merger, and has determined that the Merger consideration and the terms of the transaction are fair and reasonable and consistent with Fund VI's investment strategy and objectives.
C. Identification of Transaction Documents.
WHEREAS, in connection with the Merger, it is proposed that the following agreements, instruments, and documents (collectively, the "Transaction Documents") be negotiated, executed, and delivered on behalf of Fund VI, the GP, and/or Merger Sub, as applicable:
(a) Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP, pursuant to which Merger Sub will merge with and into Cloudium, with Cloudium surviving as a wholly owned subsidiary of Fund VI, on the terms and subject to the conditions set forth therein;
(b) Equity Commitment Letter (the "ECL"), dated as of January 22, 2024, from Fund VI to Merger Sub, committing Fund VI to contribute $2,832,888,096 in cash equity to Merger Sub at or prior to the closing of the Merger, to fund a portion of the aggregate merger consideration and related transaction costs;
(c) Limited Guarantee, dated as of January 22, 2024, from Solara Fund VI GP LLC in favor of Cloudium Technologies plc, guaranteeing the payment by Fund VI of (i) the reverse termination fee in the amount of $221,000,000 and (ii) up to $25,000,000 in respect of Cloudium's enforcement costs, for an aggregate guaranteed amount not to exceed $246,000,000;
(d) Debt Commitment Letter (the "DCL"), dated as of January 22, 2024, from Meridian Atlantic Bank, N.A. (as lead arranger and administrative agent) and Ironclad Capital Markets LLC (as co-arranger and joint bookrunner) to Fund VI, committing to provide $4,240,000,000 in aggregate debt financing, consisting of (i) a $3,740,000,000 senior secured first-lien term loan facility (the "Term Loan B") with a seven-year maturity and interest at SOFR plus 325 basis points, and (ii) a $500,000,000 senior secured first-lien revolving credit facility (the "Revolving Credit Facility"), together with the associated Fee Letter, dated as of the same date, setting forth the arrangement, commitment, and agency fees payable in connection therewith;
(e) Rollover Agreement with Jonathan Hargrove, Chief Executive Officer of Cloudium, who beneficially owns approximately 7,736,400 shares of Cloudium common stock (representing approximately 4.2% of the outstanding shares), pursuant to which Mr. Hargrove will elect to roll over 50% of such shares (approximately 3,868,200 shares), representing rollover equity of approximately $142,814,544, into equity interests in the post-closing surviving entity or a parent entity thereof, on the terms and subject to the conditions set forth therein;
(f) Rollover Agreement with Pinnacle Growth Ventures LLC, which beneficially owns approximately 21,367,200 shares of Cloudium common stock (representing approximately 11.6% of the outstanding shares), pursuant to which Pinnacle Growth Ventures LLC will elect to roll over 60% of such shares (approximately 12,820,320 shares), representing rollover equity of approximately $473,241,408, into equity interests in the post-closing surviving entity or a parent entity thereof, on the terms and subject to the conditions set forth therein (the aggregate rollover equity from Mr. Hargrove and Pinnacle Growth Ventures LLC being approximately $616,055,952);
(g) Voting and Support Agreements with each of Jonathan Hargrove and Pinnacle Growth Ventures LLC, pursuant to which each such person will agree, among other things, to vote all shares of Cloudium common stock beneficially owned by such person in favor of the Merger and the adoption of the Merger Agreement, and against any competing proposals, subject to customary exceptions;
(h) Escrow Agreement among Fund VI, Cobalt Trust Company, a national banking association (as escrow agent), and Douglas Pemberton (as the Stockholder Representative), providing for the deposit of $544,000,000 (representing 8% of the aggregate deal value) in escrow at the closing of the Merger, to be held and released in accordance with the terms set forth therein;
(i) Co-Investment Agreement with Solara Digital Co-Invest VI-A LP, a Delaware limited partnership, providing for a co-investment in the amount of $425,000,000, sourced from Fund VI limited partners exercising co-investment rights under Section 8.4 of the Partnership Agreement and allocated in accordance with Solara's co-investment allocation policy; and
(j) Such other agreements, instruments, certificates, and documents as may be necessary or advisable in connection with the consummation of the Merger and the transactions contemplated by the Transaction Documents, including without limitation any amendments, modifications, supplements, or waivers thereto.
D. Engagement of Advisors.
WHEREAS, in connection with the Merger and the transactions contemplated thereby, Fund VI and Solara have engaged the following professional advisors:
(i) Calderwood & Harkness LLP (Matter No. 1041-00003), as legal counsel to the buyer, with Harrison Wexford serving as Responsible Partner, Beatrice Holloway serving as Billing Partner, and specialist partners Leonard Cross (Tax) and Elaine Forsythe (Antitrust & Competition) providing subject-matter expertise in their respective areas;
(ii) Osprey Bancroft & Co., as financial advisor to Fund VI, with Damien Harlow, Managing Director, Technology M&A, serving as lead investment banker, to provide, among other services, a fairness opinion and financial analysis in connection with the Merger;
(iii) Glenmore Thornton LLP, as accounting and tax advisor, with Richard Okamura leading the transaction tax workstream and Vanessa Liu leading the financial due diligence workstream;
(iv) Albright & Kerr LLP, as UK regulatory counsel, with Fiona McAllister serving as Lead Partner, to advise on the preparation and filing of the CMA Phase 1 merger notification and related UK competition law matters; and
(v) Peregrine Advisory Group LLC, as representation and warranty insurance broker, with Timothy Gallagher serving as Lead Broker, to advise on the structuring, placement, and procurement of the R&W insurance program.
E. Sources and Uses of Funds.
WHEREAS, the total funding requirement for the Merger and the related transactions is approximately $7,188,944,048, comprised of the following uses:
(i) $6,183,944,048 in cash merger consideration payable to non-rolling stockholders of Cloudium at the effective time of the Merger;
(ii) $185,000,000 in estimated transaction expenses, including legal fees, financial advisory fees, accounting and tax advisory fees, regulatory filing fees, R&W insurance premiums and broker fees, debt financing fees, printing and mailing costs, and other customary closing costs; and
(iii) $820,000,000 for the repayment in full of Cloudium's existing indebtedness under that certain Credit Agreement, dated as of March 15, 2021, among Cloudium Technologies plc (as borrower), Atlas Commercial Lending Corp. (as administrative agent), and the lenders party thereto, consisting of approximately $620,000,000 outstanding under the existing term loan facility and approximately $200,000,000 drawn under the existing revolving credit facility, which existing indebtedness is required to be repaid in full at or prior to the closing of the Merger;
WHEREAS, the sources of funds to satisfy the foregoing funding requirements are as follows:
(i) $3,740,000,000 in proceeds from the Term Loan B to be funded at closing pursuant to the DCL (seven-year maturity; interest at SOFR plus 325 basis points; Meridian Atlantic Bank, N.A. as lead arranger and administrative agent; Ironclad Capital Markets LLC as co-arranger and joint bookrunner);
(ii) $2,832,888,096 in cash equity contributions from Fund VI, to be funded from capital commitments of Fund VI's limited partners in accordance with the Partnership Agreement; and
(iii) $616,055,952 in rollover equity from Jonathan Hargrove (approximately $142,814,544) and Pinnacle Growth Ventures LLC (approximately $473,241,408), as described in the Rollover Agreements;
for a total of approximately $7,188,944,048 in aggregate sources of funds.
F. Key Economic Terms of the Merger Agreement.
WHEREAS, the key economic terms of the Merger Agreement, as negotiated and substantially finalized as of the date hereof, include the following:
(i) Per-Share Merger Consideration. Each share of Cloudium common stock outstanding immediately prior to the effective time of the Merger (other than shares subject to rollover elections, treasury shares, and shares held by Cloudium or any wholly owned subsidiary of Cloudium) will be converted into the right to receive approximately $36.92 in cash, without interest and subject to applicable tax withholding;
(ii) Indemnification Cap. The aggregate liability of the stockholders for indemnification claims under the Merger Agreement will not exceed 15% of the aggregate deal value, or $1,020,000,000;
(iii) Indemnification Escrow. An amount equal to 8% of the aggregate deal value ($544,000,000) will be deposited in escrow at the closing with Cobalt Trust Company as escrow agent, with 50% of such escrow amount ($272,000,000) to be released to the Stockholder Representative on behalf of the former stockholders twelve (12) months following the closing date, and the remainder to be released eighteen (18) months following the closing date, in each case less amounts subject to pending or unresolved indemnification claims;
(iv) Indemnity Basket. The stockholders will not be liable for indemnification claims unless and until the aggregate amount of all losses exceeds 0.75% of the aggregate deal value ($51,000,000), at which point the stockholders will be liable for all losses from the first dollar (a "tipping basket"); provided that no individual claim will be counted toward the basket unless such individual claim exceeds a de minimis threshold of $500,000;
(v) Survival Period. The representations and warranties of the parties will survive the closing of the Merger for a period of eighteen (18) months, except that the Fundamental Representations (as defined in the Merger Agreement) will survive for the applicable statute of limitations plus sixty (60) days;
(vi) Termination Fee. In the event the Merger Agreement is terminated by Fund VI in circumstances giving rise to a termination fee, Cloudium will pay to Fund VI a termination fee equal to 3.25% of the aggregate deal value ($221,000,000);
(vii) Reverse Termination Fee. In the event the Merger Agreement is terminated by Cloudium in circumstances giving rise to a reverse termination fee, Fund VI will pay to Cloudium a reverse termination fee equal to 5.5% of the aggregate deal value ($374,000,000), which obligation is guaranteed by the GP pursuant to the Limited Guarantee up to the aggregate guaranteed amount of $246,000,000 (comprising $221,000,000 in respect of the reverse termination fee and $25,000,000 in respect of enforcement costs);
(viii) No-Shop Provision. Cloudium will be subject to customary non-solicitation and no-shop restrictions from the date of the Merger Agreement through the earlier of the closing or termination of the Merger Agreement, subject to a customary fiduciary-out exception permitting Cloudium's board of directors to engage in discussions with, and provide information to, a third party making an unsolicited bona fide superior proposal, subject to customary matching-rights provisions; and
(ix) Material Adverse Effect. The Merger Agreement will include a customary definition of "Material Adverse Effect" applicable to Cloudium, with carveouts for, among other things, (A) pandemics, epidemics, or public health emergencies (including COVID-19 and any variants thereof), (B) acts of war, armed hostilities, sabotage, terrorism, or military actions, (C) changes in applicable law, regulation, or GAAP, and (D) general economic or industry-wide conditions, in each case to the extent not disproportionately affecting Cloudium relative to its industry peers.
G. Representation and Warranty Insurance.
WHEREAS, in connection with the Merger, Fund VI intends to procure a buyer-side representation and warranty insurance policy (the "R&W Policy") from Northfield Assurance Ltd. (Policy No. NFA-TRI-2024-00487), with a policy limit of $680,000,000 (representing 10% of the aggregate deal value), a retention equal to $544,000,000 (equal to the indemnification escrow amount, with a 50% drop-down to $272,000,000 twelve (12) months after the closing date if there are no pending claims at such time), and an annual premium of $13,600,000 (representing 2.0% of the policy limit), the binder agreement for which was executed on January 19, 2024, by and between Fund VI and Northfield Assurance Ltd.; and
WHEREAS, the R&W Policy will provide coverage for breaches of the seller's representations and warranties in the Merger Agreement, subject to the terms, conditions, and exclusions set forth in the R&W Policy, and will serve as an additional source of recovery for Fund VI in the event of post-closing indemnification claims.
H. Determination of Best Interests.
WHEREAS, the Board has reviewed and considered the terms and conditions of the Merger Agreement and each of the other Transaction Documents, the terms of the debt financing commitments, the R&W insurance program, the engagement of advisors, the due diligence findings, and the financial projections and analyses prepared by Solara and its advisors, and has had the opportunity to ask questions of and receive answers from the managing principals of Solara, legal counsel, and the financial advisor;
WHEREAS, the Board has determined, in its business judgment and in the exercise of its fiduciary duties, that the execution, delivery, and performance of the Transaction Documents, and the consummation of the Merger and the other transactions contemplated thereby, on the terms and subject to the conditions set forth in the Transaction Documents, are in the best interests of Fund VI, its limited partners, and the GP; and
WHEREAS, the Board desires to approve and authorize the Transaction Documents and the transactions contemplated thereby, and to authorize the Authorized Persons (as defined below) to take all actions necessary or advisable to consummate the Merger and the transactions contemplated by the Transaction Documents.
RESOLUTIONS
NOW, THEREFORE, BE IT:
1. Approval of the Merger and Transaction Documents.
RESOLVED, that the Merger and the transactions contemplated by the Transaction Documents, on the terms and subject to the conditions set forth therein, including without limitation the payment of the aggregate merger consideration, the contribution of equity capital, the incurrence of indebtedness, the execution of rollover arrangements, the deposit of escrow funds, and the procurement of R&W insurance, are hereby approved, authorized, and ratified in all respects.
2. Authorization to Execute and Deliver the Merger Agreement.
RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver 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, substantially in the form reviewed by the Board, together with all exhibits, schedules, and disclosure letters thereto, with such changes, modifications, amendments, and supplements as any Authorized Person (as defined below) may approve, such approval to be conclusively evidenced by such Authorized Person's execution and delivery thereof.
3. Authorization to Execute and Deliver the Equity Commitment Letter.
RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver the Equity Commitment Letter, dated as of January 22, 2024, from Fund VI to Stratos Merger Sub Inc., committing Fund VI to contribute $2,832,888,096 in cash equity to Merger Sub at or prior to the closing of the Merger, on the terms and subject to the conditions set forth therein, substantially in the form reviewed by the Board, with such changes, modifications, and amendments as any Authorized Person may approve, such approval to be conclusively evidenced by such Authorized Person's execution and delivery thereof; and further
RESOLVED, that the GP is hereby authorized and directed to issue capital call notices to the limited partners of Fund VI in accordance with Section 3.2 of the Partnership Agreement in such amounts and at such times as are necessary to fund Fund VI's equity commitment under the Equity Commitment Letter, and to take all other actions necessary or advisable in connection with the funding thereof.
4. Authorization to Execute and Deliver the Limited Guarantee.
RESOLVED, that the GP is hereby authorized and directed to execute and deliver, in its own capacity and on its own behalf, the Limited Guarantee, dated as of January 22, 2024, in favor of Cloudium Technologies plc, guaranteeing payment by Fund VI of (a) the reverse termination fee in the amount of $221,000,000, payable in accordance with the terms of the Merger Agreement, and (b) up to $25,000,000 of Cloudium's enforcement costs incurred in connection with the enforcement of the reverse termination fee and related obligations, for an aggregate guaranteed amount not to exceed $246,000,000, substantially in the form reviewed by the Board, with such changes, modifications, and amendments as any Authorized Person may approve, such approval to be conclusively evidenced by such Authorized Person's execution and delivery thereof.
5. Authorization to Execute and Deliver the Rollover Agreements.
RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver:
(a) the Rollover Agreement with Jonathan Hargrove, Chief Executive Officer of Cloudium, providing for the rollover of approximately $142,814,544 in Cloudium equity (representing 50% of his 7,736,400 shares of Cloudium common stock at $36.92 per share) into equity interests in the post-closing surviving entity or a parent entity thereof, on the terms and subject to the conditions set forth therein; and
(b) the Rollover Agreement with Pinnacle Growth Ventures LLC, providing for the rollover of approximately $473,241,408 in Cloudium equity (representing 60% of its 21,367,200 shares of Cloudium common stock at $36.92 per share) into equity interests in the post-closing surviving entity or a parent entity thereof, on the terms and subject to the conditions set forth therein;
in each case, substantially in the form reviewed by the Board, with such changes, modifications, and amendments as any Authorized Person may approve, such approval to be conclusively evidenced by such Authorized Person's execution and delivery thereof.
6. Authorization to Execute and Deliver the Voting and Support Agreements.
RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver the Voting and Support Agreements with each of Jonathan Hargrove and Pinnacle Growth Ventures LLC, pursuant to which each such person will agree, among other things, to vote all shares of Cloudium common stock beneficially owned by such person in favor of the adoption and approval of the Merger Agreement and the Merger, and against any alternative acquisition proposals or any other action that would reasonably be expected to impede, frustrate, prevent, or delay the consummation of the Merger, in each case substantially in the form reviewed by the Board, with such changes, modifications, and amendments as any Authorized Person may approve, such approval to be conclusively evidenced by such Authorized Person's execution and delivery thereof.
7. Authorization to Execute and Deliver the Escrow Agreement.
RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver the Escrow Agreement among Fund VI, Cobalt Trust Company, a national banking association (as escrow agent), and Douglas Pemberton (as the Stockholder Representative), providing for the deposit of $544,000,000 (representing 8% of the aggregate deal value) in escrow at the closing of the Merger, to be held, invested, and released in accordance with the release mechanics and other terms set forth therein, substantially in the form reviewed by the Board, with such changes, modifications, and amendments as any Authorized Person may approve, such approval to be conclusively evidenced by such Authorized Person's execution and delivery thereof.
8. Authorization to Execute and Deliver the Debt Commitment Letter and Fee Letter.
RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver:
(a) the Debt Commitment Letter, dated as of January 22, 2024, from Meridian Atlantic Bank, N.A. (as lead arranger and administrative agent) and Ironclad Capital Markets LLC (as co-arranger and joint bookrunner) to Fund VI, committing to provide $4,240,000,000 in aggregate debt financing, consisting of (i) a $3,740,000,000 senior secured first-lien Term Loan B facility (seven-year maturity; interest at SOFR plus 325 basis points) and (ii) a $500,000,000 senior secured first-lien Revolving Credit Facility, on the terms and subject to the conditions set forth therein; and
(b) the associated Fee Letter, dated as of January 22, 2024, between Fund VI, Meridian Atlantic Bank, N.A., and Ironclad Capital Markets LLC, setting forth the arrangement fees, commitment fees, agency fees, and other fees payable by Fund VI in connection with the debt financing;
in each case, substantially in the form reviewed by the Board, with such changes, modifications, and amendments as any Authorized Person may approve, such approval to be conclusively evidenced by such Authorized Person's execution and delivery thereof; and further
RESOLVED, that the GP is hereby authorized and directed to negotiate, execute, and deliver the definitive credit agreement and related security documents, guarantees, intercreditor agreements, and other ancillary documents contemplated by the Debt Commitment Letter at or prior to the closing of the Merger, on terms substantially consistent with the term sheet attached to the Debt Commitment Letter, with such modifications as any Authorized Person may approve.
9. Authorization to Execute and Deliver the Co-Investment Agreement.
RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver the Co-Investment Agreement with Solara Digital Co-Invest VI-A LP, a Delaware limited partnership, providing for a co-investment in the amount of $425,000,000, sourced from Fund VI limited partners exercising their co-investment rights under Section 8.4 of the Partnership Agreement and allocated in accordance with Solara's co-investment allocation policy, substantially in the form reviewed by the Board, with such changes, modifications, and amendments as any Authorized Person may approve, such approval to be conclusively evidenced by such Authorized Person's execution and delivery thereof.
10. Authorization to Procure R&W Insurance.
RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to procure the buyer-side representation and warranty insurance policy from Northfield Assurance Ltd. (Policy No. NFA-TRI-2024-00487), with a policy limit of $680,000,000, a retention of $544,000,000 (with a 50% drop-down to $272,000,000 twelve months after the closing date if no claims are pending), and a premium of $13,600,000 (representing 2.0% of the policy limit), and to pay the broker fee of $680,000 to Peregrine Advisory Group LLC, and to execute and deliver the binder agreement (to the extent not already executed), the final policy, and any endorsements, amendments, or supplements thereto, in each case on terms substantially consistent with those reviewed by the Board, with such changes, modifications, and amendments as any Authorized Person may approve.
11. Authorization to Form Merger Sub and Take Related Actions.
RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, and in its capacity as the indirect controlling person of Stratos Merger Sub Inc. (DE File No. 7923841), a Delaware corporation and wholly owned subsidiary of Fund VI, is hereby authorized and directed to:
(a) approve the Merger Agreement and the Merger as the sole stockholder of Merger Sub, and to execute and deliver a written consent of the sole stockholder of Merger Sub adopting and approving the Merger Agreement and the Merger;
(b) authorize and direct the execution and delivery by Merger Sub of the Merger Agreement and all related Transaction Documents to which Merger Sub is or will be a party; and
(c) take all actions necessary or advisable in connection with the consummation of the Merger, including without limitation the preparation, execution, and filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL, and the taking of all other actions required to effectuate the Merger under the DGCL and applicable law.
12. Authorization to Make Regulatory Filings.
RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to cause the preparation and filing of:
(a) the Pre-Merger Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ"), and to furnish all supplemental information and documentary material that may be requested in connection therewith, including in response to any "second request" for additional information;
(b) the Merger Notice with the United Kingdom Competition and Markets Authority (the "CMA") pursuant to Part 3 of the Enterprise Act 2002, and to take all actions necessary or advisable in connection with the CMA Phase 1 review process, including responding to any information requests and engaging in any pre-notification discussions; and
(c) any other regulatory filings, notifications, submissions, or registrations that may be required or advisable under applicable antitrust, competition, foreign investment, telecommunications, data protection, or other regulatory laws in any jurisdiction in connection with the Merger and the transactions contemplated by the Transaction Documents;
and further RESOLVED, that the Authorized Persons are hereby authorized and directed to take all actions necessary or advisable to obtain all required regulatory approvals, clearances, consents, and waivers in connection with the Merger, including without limitation (i) entering into negotiations with the FTC, DOJ, CMA, and any other governmental authority, (ii) proposing, negotiating, and agreeing to divestitures, behavioral remedies, consent orders, or other undertakings as any Authorized Person may determine to be necessary or advisable (subject to any limitations set forth in the Merger Agreement), and (iii) extending or waiving any applicable waiting periods.
13. Authorization to Execute and Deliver Ancillary Documents.
RESOLVED, that the GP, acting on behalf of Fund VI in its capacity as general partner of the Partnership, is hereby authorized and directed to execute and deliver any and all additional agreements, instruments, certificates, and documents as may be necessary, desirable, or advisable to carry out the purposes and intent of the foregoing resolutions and to consummate the Merger and the transactions contemplated by the Transaction Documents, including without limitation:
(a) officer's certificates and secretary's certificates (or their equivalents for limited liability companies and limited partnerships) certifying as to the authorization, incumbency, and good standing of Fund VI, the GP, and Merger Sub;
(b) good standing certificates and certificates of existence from the Delaware Secretary of State and such other jurisdictions as may be required;
(c) certificates pursuant to Sections 897 and 1445 of the Internal Revenue Code of 1986, as amended (FIRPTA certificates), and any other tax certificates or forms required in connection with the Merger;
(d) all closing deliverables required to be delivered by Fund VI, the GP, or Merger Sub under the Merger Agreement, including without limitation the closing consideration, the escrow deposit, evidence of insurance, and payoff letters;
(e) any amendments, supplements, or modifications to any of the Transaction Documents; and
(f) such other agreements, instruments, certificates, and documents as any Authorized Person may deem necessary or advisable in connection with the foregoing.
14. Designation of Authorized Persons.
RESOLVED, that each of the following individuals is hereby designated as an "Authorized Person" for purposes of these resolutions:
(a) Marcus Elliston, Founder & Managing Partner of Solara and Managing Member of the GP;
(b) Priya Narasimhan, Co-Managing Partner & Chief Investment Officer of Solara and Managing Member of the GP; and
(c) any other officer or authorized signatory of the GP, as designated from time to time by the Board or by the foregoing individuals;
and further RESOLVED, that each Authorized Person is hereby authorized and empowered, acting individually or together with any other Authorized Person, to execute and deliver, in the name and on behalf of Fund VI, the GP, or Merger Sub, as applicable, any and all documents, instruments, agreements, certificates, filings, and communications contemplated by or related to the foregoing resolutions, and to take any and all actions, and to incur any and all expenses, as such Authorized Person may deem necessary, desirable, or advisable to carry out the purposes and intent of the foregoing resolutions and to consummate the Merger and the transactions contemplated by the Transaction Documents, the execution and delivery of any such document, the taking of any such action, or the incurrence of any such expense by any Authorized Person to be conclusive evidence of the authority of such Authorized Person to so act on behalf of Fund VI, the GP, or Merger Sub, as applicable.
15. Ratification of Prior Acts.
RESOLVED, that all actions heretofore taken by any Authorized Person, any officer, manager, member, or agent of the GP, or any attorney, advisor, or other representative engaged by or on behalf of Fund VI, the GP, or Solara in connection with the Merger and the transactions contemplated by the Transaction Documents, including without limitation:
(a) the retention of Calderwood & Harkness LLP (Matter No. 1041-00003) as legal counsel to the buyer;
(b) the retention of Osprey Bancroft & Co. as financial advisor to Fund VI;
(c) the retention of Glenmore Thornton LLP as accounting and tax advisor;
(d) the retention of Albright & Kerr LLP as UK regulatory counsel;
(e) the retention of Peregrine Advisory Group LLC as R&W insurance broker;
(f) the negotiation of the Transaction Documents and the terms of the Merger, including all communications and exchanges of information with Cloudium, its board of directors, its stockholders, and their respective advisors;
(g) the incorporation of Stratos Merger Sub Inc. on January 8, 2024, and the capitalization thereof;
(h) the execution of the R&W insurance binder agreement with Northfield Assurance Ltd. on January 19, 2024; and
(i) all due diligence, analysis, and investigation conducted in connection with the Merger;
are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the GP, acting on behalf of Fund VI.
16. General Authority.
RESOLVED, that the Authorized Persons, acting individually or together, are hereby authorized and empowered to do and perform any and all such further acts and things, to execute and deliver any and all such further documents, instruments, certificates, and agreements, and to pay or cause to be paid any and all fees, costs, and expenses, as any Authorized Person may deem necessary, desirable, or appropriate in order to carry out the purposes and intent of the foregoing resolutions and to consummate the Merger and the transactions contemplated by the Transaction Documents, the doing of any such act or thing, the execution and delivery of any such document, or the payment of any such fee, cost, or expense to be conclusive evidence of the GP's authorization thereof, and no further action or approval of the Board shall be required in connection therewith.
ATTESTATION AND EXECUTION
The undersigned, constituting all of the members and managers of Solara Fund VI GP LLC, a Delaware limited liability company, acting in its capacity as the sole general partner of Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership, hereby adopt the foregoing recitals and resolutions by unanimous written consent, effective as of January 22, 2024 (the date first written above), in accordance with the Amended and Restated Limited Liability Company Agreement of Solara Fund VI GP LLC and the Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure Fund VI LP. This consent shall have the same force and effect as if adopted at a duly convened meeting of the Board of Managers of the GP at which a quorum was present and acting throughout.
This unanimous written consent may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this consent by facsimile or by electronic transmission in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart of this consent.
[Signature Page Follows]
SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF MANAGERS OF SOLARA FUND VI GP LLC
IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent as of the date first set forth above.
SOLARA FUND VI GP LLC
By: ________
Name: Marcus Elliston
Title: Managing Member and Authorized Person
Date: January 22, 2024
SOLARA FUND VI GP LLC
By: ________
Name: Priya Narasimhan
Title: Managing Member and Authorized Person
Date: January 22, 2024

UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF MANAGERS

OF SOLARA FUND VI GP LLC,

IN ITS CAPACITY AS GENERAL PARTNER OF

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP,

RECITALS

RESOLUTIONS

NOW, THEREFORE, BE IT:

ATTESTATION AND EXECUTION

SOLARA FUND VI GP LLC

SOLARA FUND VI GP LLC

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