Laura,
I hope this message finds you well. Attached please find a formal letter providing escrow funding instructions in connection with the anticipated closing of the merger involving Cloudium Technologies plc and Solara Digital Infrastructure Fund VI LP, pursuant to the Escrow Agreement dated January 22, 2024 (effective at closing) among Solara Digital Infrastructure Fund VI LP, Cobalt Trust Company, as Escrow Agent, and Douglas Pemberton, as Stockholder Representative.
As discussed, closing is currently anticipated for July 9, 2024. Could you kindly confirm receipt of the attached letter and that Cobalt Trust is prepared to receive and process the wire on the closing date?
I am happy to arrange a call to walk through logistics in advance of closing if that would be helpful. Please do not hesitate to reach out.
Best regards,
Tiffany Rosenthal Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Direct: (212) 558-7243 trosenthal@calderwoodharkness.com
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**ATTACHMENT: Escrow Funding Instructions — Formal Letter**
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CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, NY 10022
July 5, 2024
VIA EMAIL (laura.ng@cobalttrust.com)
Cobalt Trust Company 100 Wall Street New York, NY 10005
Attention: Laura Ng, Vice President, Escrow Services
Re: Escrow Funding Instructions — Agreement and Plan of Merger dated January 22, 2024 among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP; Escrow Agreement dated January 22, 2024 (effective at closing)
Matter No.: 1041-00003
Dear Ms. Ng:
**1. Introduction**
We represent Solara Digital Infrastructure Fund VI LP ("Fund VI"), a Delaware limited partnership, in connection with Fund VI's acquisition of Cloudium Technologies plc ("Cloudium"), a public limited company incorporated under the laws of England and Wales (Company No. 09734521), the ordinary shares of which are listed on the Nasdaq Global Select Market under the ticker symbol "CLDM."
The acquisition is being effected pursuant to an Agreement and Plan of Merger dated January 22, 2024 (the "Merger Agreement"), among Cloudium, Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Fund VI ("Merger Sub"), and Fund VI. Under the Merger Agreement, Merger Sub will merge with and into Cloudium in a reverse triangular merger, with Cloudium surviving as a wholly owned subsidiary of Fund VI (the "Merger"). The aggregate deal value is $6,800,000,000, reflecting per-share merger consideration of approximately $36.92.
Pursuant to Section 2.7(b) of the Merger Agreement and the Escrow Agreement dated January 22, 2024 (the "Escrow Agreement") among Fund VI, Cobalt Trust Company, as Escrow Agent (the "Escrow Agent"), and Douglas Pemberton, as Stockholder Representative (the "Stockholder Representative"), an indemnity escrow fund in the amount of $544,000,000 (representing 8% of the aggregate deal value) is required to be deposited with the Escrow Agent at the closing of the Merger (the "Closing"). The Closing is currently anticipated for July 9, 2024.
The purpose of this letter is to provide escrow funding instructions in connection with the anticipated Closing and to request certain confirmations from the Escrow Agent.
**2. Escrow Deposit Amount**
The escrow deposit amount is **$544,000,000** (five hundred forty-four million dollars) (the "Escrow Amount"). This amount equals 8% of the $6,800,000,000 aggregate merger consideration, as specified in Section 2.7(b) of the Merger Agreement and Section 2.1 of the Escrow Agreement. The Escrow Amount will be funded on the Closing date from the merger consideration otherwise payable to Cloudium stockholders, as set forth in the funds flow memorandum being finalized separately.
**3. Wire Transfer Instructions**
We respectfully request that Cobalt Trust Company confirm the following wire instructions for receipt of the Escrow Amount:
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We kindly request that you provide confirmed, final wire instructions at your earliest convenience, and in any event no later than **July 8, 2024** (one business day prior to the anticipated Closing), so that such instructions can be incorporated into the final funds flow memorandum for the Closing.
Please note that the wire will be initiated on the morning of July 9, 2024. Calderwood & Harkness will provide advance notice of the expected wire time once the sequencing of Closing-day payments has been finalized.
**4. Escrow Account Establishment**
We request confirmation that the escrow account has been established (or will be established prior to Closing) in accordance with Section 2.2 of the Escrow Agreement. The account should be titled substantially as follows:
> "Cobalt Trust Company, as Escrow Agent, for the benefit of Solara Digital Infrastructure Fund VI LP and the Stockholder Representative — Cloudium Indemnity Escrow"
Funds held in the escrow account should be invested in accordance with the investment provisions of the Escrow Agreement, which generally provide for investment in money market funds or short-term U.S. Treasury obligations, as set forth in Section 4.1 thereof.
In addition, we request confirmation of the tax identification number assigned to the escrow account for reporting purposes. For your reference, the following employer identification numbers may be needed in connection with escrow tax reporting:
- Fund VI EIN: 87-4523190 - Cloudium EIN: 83-2196754
**5. Summary of Escrow Release Mechanics**
For the Escrow Agent's operational planning purposes, the following is a summary of the escrow release schedule as provided in the Escrow Agreement:
- **First Release (12-month):** 50% of the Escrow Amount ($272,000,000) is to be released on or about July 9, 2025 (the first anniversary of the Closing), less the aggregate amount of any pending or unresolved indemnification claims as of that date.
- **Second Release (18-month):** The remaining balance of the Escrow Amount is to be released on or about January 9, 2026 (the expiration of the 18-month survival period), less the aggregate amount of any pending or unresolved indemnification claims as of that date.
A separate, detailed escrow release calendar and instructions memorandum will be provided shortly after Closing.
Please note that all releases from the escrow account require joint written instructions from Fund VI (or its designee) and the Stockholder Representative (Douglas Pemberton), or a final, non-appealable court order, consistent with the terms of the Escrow Agreement.
**6. Closing-Day Logistics and Coordination**
Closing is anticipated for July 9, 2024, with the Certificate of Merger to be filed with the Delaware Secretary of State at 11:59 PM ET on such date. The escrow wire will be initiated in accordance with the sequencing set forth in the final funds flow memorandum, which is being prepared by Calderwood & Harkness and is expected to be circulated in final form on or about July 8, 2024.
We request that Cobalt Trust Company designate a point of contact who will be available on July 9, 2024 to (a) confirm receipt of the wire in real time and (b) provide same-day written confirmation of receipt. Calderwood & Harkness will send a separate wire confirmation to Cobalt Trust once the wire has been initiated.
The parties to the Escrow Agreement (Fund VI and the Stockholder Representative) will each deliver executed counterparts of any closing-date deliverables required under the Escrow Agreement on or prior to the Closing.
**7. Authorized Representatives**
For purposes of communications and instructions under the Escrow Agreement, the authorized representatives are as follows:
**On behalf of Fund VI:** Marcus Elliston, Managing Partner Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801
With a copy to: Calderwood & Harkness LLP Attention: Harrison Wexford / Tiffany Rosenthal 599 Lexington Avenue New York, NY 10022
**Stockholder Representative:** Douglas Pemberton Independent Board Chair of Cloudium Technologies plc
With a copy to: Ridgeway Phelps & Sato LLP Attention: Catherine Answorth 375 Park Avenue New York, NY 10152
The authorized signatories for joint instructions under the Escrow Agreement will be confirmed in writing at or prior to Closing.
**8. Confirmations Requested**
We respectfully request that Cobalt Trust Company provide the following confirmations no later than the **close of business on July 8, 2024**:
1. Confirmed wire instructions for receipt of the $544,000,000 Escrow Amount;
2. Confirmation that the escrow account has been (or will be) established in accordance with the Escrow Agreement;
3. Account title and tax identification number for the escrow account;
4. Designated point of contact for Closing-day (July 9, 2024) wire confirmation; and
5. Any additional documentation or information that Cobalt Trust Company requires from Fund VI, the Stockholder Representative, or counsel prior to Closing.
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Please do not hesitate to contact me or Harrison Wexford if you have any questions regarding the foregoing or any other aspect of the Closing logistics.
Very truly yours,
CALDERWOOD & HARKNESS LLP
Tiffany Rosenthal Associate Direct: (212) 558-7243 Email: trosenthal@calderwoodharkness.com
599 Lexington Avenue New York, NY 10022
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