[sheet: Cover]

Field	Value
Document Title	Funds Flow Memorandum — DRAFT
Matter	Solara Digital Infrastructure Fund VI LP — Acquisition of Cloudium Technologies plc
Matter Number	1041-00003
Prepared By	Calderwood & Harkness LLP
Lead Associate	Tiffany Rosenthal
Working Associate	Andrew Fitzpatrick
Responsible Partner	Harrison Wexford
Date	July 1, 2024
Status	DRAFT — Subject to revision and confirmation of final wire instructions
Anticipated Closing Date	July 9, 2024
Effective Time	11:59 PM ET, July 9, 2024
Transaction	Reverse triangular merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc; Cloudium surviving as a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP
Deal Value	$6,800,000,000
Per-Share Merger Consideration	$36.92
Shares Outstanding	184,200,000
Governing Law	State of Delaware (DGCL)
Distribution	CONFIDENTIAL — For deal team use only; not to be shared externally without partner approval
Note	All wire amounts and instructions are preliminary and subject to final confirmation on the closing date. Final execution version to follow.

[sheet: Sources of Funds]

Line No.	Source	Provider Entity	Provider Contact	Amount ($)	Notes
1	Term Loan B	Meridian Atlantic Bank, N.A. (as Administrative Agent) and Ironclad Capital Markets LLC (as Co-Arranger) and lenders party to Credit Agreement	Graham Whitaker (Meridian Atlantic); Samuel Diaz (Ironclad)	3,740,000,000	7-year term loan; SOFR + 325 bps; per Debt Commitment Letter dated January 22, 2024; drawn at closing
2	Revolving Credit Facility	Meridian Atlantic Bank, N.A. (as Administrative Agent)	Graham Whitaker	0	$500,000,000 capacity; SOFR + 275 bps; 5-year maturity; $0 drawn at closing
3	Equity Contribution — Solara Digital Infrastructure Fund VI LP	Solara Digital Infrastructure Fund VI LP	Marcus Elliston / Priya Narasimhan (Solara Digital Infrastructure LP)	2,832,888,096	Per Equity Commitment Letter dated January 22, 2024; includes $425,000,000 co-investment from Solara Digital Co-Invest VI-A LP
4	Rollover Equity — Jonathan Hargrove	Jonathan Hargrove (CEO, Cloudium Technologies plc)	Jonathan Hargrove	142,814,544	50% of 7,736,400 shares × $36.92/share; per Rollover Agreement dated January 22, 2024; non-cash source (equity contribution in kind)
5	Rollover Equity — Pinnacle Growth Ventures LLC	Pinnacle Growth Ventures LLC	Evelyn Carmichael	473,241,408	60% of 21,367,200 shares × $36.92/share; per Rollover Agreement dated January 22, 2024; non-cash source (equity contribution in kind)
SUBTOTAL — Cash Sources	6,572,888,096	Term Loan B + Equity Contribution
TOTAL SOURCES	7,188,944,048	Cash Sources ($6,572,888,096) + Rollover Equity ($616,055,952)

[sheet: Uses of Funds]

Line No.	Use	Recipient Entity	Recipient Contact	Amount ($)	Notes
1	Cash Merger Consideration to Non-Rolling Stockholders	Former Cloudium Technologies plc stockholders (via Cascade Corporate Services Inc. as exchange agent)	Cascade Corporate Services Inc., 6201 15th Avenue, Brooklyn, NY 11219	6,183,944,048	Total deal value ($6,800,000,000) less total rollover equity ($616,055,952); paid to stockholders (other than rolling shareholders) at $36.92/share upon surrender of shares via Letter of Transmittal
2	Indemnity Escrow Deposit	Cobalt Trust Company (as Escrow Agent)	Laura Ng, VP, Escrow Services; 100 Wall Street, New York, NY 10005	544,000,000	8% of $6,800,000,000 deal value; per Escrow Agreement dated January 22, 2024 (effective at closing); Douglas Pemberton as Stockholder Representative; 50% ($272,000,000) released July 9, 2025; remainder released January 9, 2026, less pending claims
3	Payoff of Existing Cloudium Term Loan	Atlas Commercial Lending Corp. (as Administrative Agent under credit agreement dated March 15, 2021)	Atlas Commercial Lending Corp., 300 Vesey Street, New York, NY 10281	620,000,000	Per payoff letter dated July 5, 2024 (to be confirmed); existing term loan outstanding balance
4	Payoff of Existing Cloudium Revolving Facility	Atlas Commercial Lending Corp. (as Administrative Agent under credit agreement dated March 15, 2021)	Atlas Commercial Lending Corp., 300 Vesey Street, New York, NY 10281	200,000,000	Per payoff letter dated July 5, 2024 (to be confirmed); drawn balance on $400,000,000 revolver
5	Estimated Transaction Expenses	Various (see Transaction Expenses Detail sheet)	Various	185,000,000	Estimated; includes advisory fees, legal fees, financing fees, R&W insurance premium, regulatory filing fees, proxy solicitation fees; see detailed breakdown
6	Rollover Equity (Non-Cash)	Surviving entity equity ledger	N/A	616,055,952	Non-cash use; Hargrove ($142,814,544) and Pinnacle ($473,241,408) rollover shares converted to equity in surviving entity; offsets non-cash rollover sources
SUBTOTAL — Cash Uses	6,572,888,096	Cash Merger Consideration ($6,183,944,048) less Escrow Holdback ($544,000,000) = $5,639,944,048 to exchange agent + $544,000,000 escrow + $820,000,000 debt payoff + $185,000,000 expenses
TOTAL USES	7,188,944,048	Ties to Total Sources on Sources of Funds sheet (after adding non-cash items on both sides)

[sheet: Sources & Uses Reconciliation]

Category	Sources ($)	Uses ($)	Net ($)
Term Loan B Draw	3,740,000,000
Equity Contribution (Fund VI)	2,832,888,096
Rollover Equity (Non-Cash)	616,055,952
Cash Merger Consideration (Non-Rolling Stockholders)	6,183,944,048
Indemnity Escrow Deposit (subset of consideration held back)	544,000,000
Payoff — Existing Cloudium Term Loan (Atlas)	620,000,000
Payoff — Existing Cloudium Revolving Facility (Atlas)	200,000,000
Estimated Transaction Expenses	185,000,000
Rollover Equity (Non-Cash Use)	616,055,952
TOTAL	7,188,944,048	7,188,944,048	0
Balancing Check	Sources − Uses = $0 ✓

[sheet: Wire Transfer Schedule]

Wire No.	Sequence Step	Description	Sender	Sender Bank	Recipient	Recipient Bank / Account	Amount ($)	Timing / Condition	Status
1	1	Term Loan B Funding — Lender Syndicate to Borrower Agent Account	Lenders under Credit Agreement (via Meridian Atlantic Bank, N.A. as Administrative Agent)	Meridian Atlantic Bank, N.A., 383 Madison Avenue, New York, NY 10179	Cloudium Technologies plc (as Borrower) — Closing Proceeds Account	[WIRE INSTRUCTIONS TO BE CONFIRMED]	3,740,000,000	First wire; funds to borrower agent account upon satisfaction of all conditions precedent to borrowing under Credit Agreement	DRAFT — Wire instructions TBD
2	1	Equity Contribution — Fund VI to Merger Sub	Solara Digital Infrastructure Fund VI LP (EIN: 87-4523190)	[WIRE INSTRUCTIONS TO BE CONFIRMED]	Stratos Merger Sub Inc. — Closing Account	[WIRE INSTRUCTIONS TO BE CONFIRMED]	2,832,888,096	Concurrent with Term Loan B funding; per Equity Commitment Letter	DRAFT — Wire instructions TBD
3	2	Payoff — Existing Cloudium Term Loan to Atlas	Cloudium Technologies plc (surviving entity) — Closing Proceeds Account	[As above]	Atlas Commercial Lending Corp.	Atlas Commercial Lending Corp., 300 Vesey Street, New York, NY 10281; [WIRE INSTRUCTIONS PER PAYOFF LETTER DATED JULY 5, 2024 — TO BE CONFIRMED]	620,000,000	Immediately following receipt of closing proceeds; per payoff letter; triggers UCC-3 termination filings	DRAFT — Wire instructions from payoff letter to be confirmed
4	2	Payoff — Existing Cloudium Revolving Facility to Atlas	Cloudium Technologies plc (surviving entity) — Closing Proceeds Account	[As above]	Atlas Commercial Lending Corp.	[SAME WIRE INSTRUCTIONS AS WIRE NO. 3 OR SEPARATE — TO BE CONFIRMED PER PAYOFF LETTER]	200,000,000	Concurrent with term loan payoff; per payoff letter	DRAFT — Wire instructions from payoff letter to be confirmed
5	3	Indemnity Escrow Deposit to Cobalt Trust Company	Closing Proceeds Account	[As above]	Cobalt Trust Company — Escrow Account	Cobalt Trust Company, 100 Wall Street, New York, NY 10005; Attn: Laura Ng; [WIRE INSTRUCTIONS TO BE PROVIDED]	544,000,000	Following debt payoff; 8% of deal value per Escrow Agreement; escrow to be held for benefit of Solara (indemnification claims)	DRAFT — Wire instructions TBD; escrow funding letter to be sent July 5, 2024
6	4	Merger Consideration — To Exchange Agent (Cascade Corporate Services Inc.)	Closing Proceeds Account	[As above]	Cascade Corporate Services Inc. — Exchange Fund Account	Cascade Corporate Services Inc., 6201 15th Avenue, Brooklyn, NY 11219; [WIRE INSTRUCTIONS TO BE PROVIDED]	5,639,944,048	Net cash merger consideration to non-rolling stockholders (total cash consideration of $6,183,944,048 less $544,000,000 escrow holdback); Cascade to distribute upon receipt of Letters of Transmittal from former stockholders	DRAFT — Wire instructions TBD; coordination letter to Cascade to be sent July 8, 2024
7	4	Transaction Expenses — Buyer's Financial Advisor (Osprey Bancroft & Co.)	Closing Proceeds Account / Fund VI Account	[As above]	Osprey Bancroft & Co.	Osprey Bancroft & Co., 280 Park Avenue, New York, NY 10017; [WIRE INSTRUCTIONS TO BE PROVIDED]	[TBD]	Amount per fee letter; [AMOUNT TO BE CONFIRMED]	DRAFT — Amount and wire instructions TBD
8	4	Transaction Expenses — Buyer's Counsel (Calderwood & Harkness LLP)	Closing Proceeds Account / Fund VI Account	[As above]	Calderwood & Harkness LLP	Calderwood & Harkness LLP, 599 Lexington Avenue, New York, NY 10022; [WIRE INSTRUCTIONS TO BE PROVIDED]	[TBD]	Amount per engagement letter and final invoice; [AMOUNT TO BE CONFIRMED]	DRAFT — Amount and wire instructions TBD
9	4	Transaction Expenses — Target's Counsel (Ridgeway Phelps & Sato LLP)	Closing Proceeds Account (deducted from merger consideration)	[As above]	Ridgeway Phelps & Sato LLP	375 Park Avenue, New York, NY 10152; [WIRE INSTRUCTIONS TO BE PROVIDED]	[TBD]	[AMOUNT TO BE CONFIRMED — Target expense]	DRAFT — Amount and wire instructions TBD
10	4	Transaction Expenses — Target's Financial Advisor (Veridian Partners LLC)	Closing Proceeds Account (deducted from merger consideration)	[As above]	Veridian Partners LLC	50 Rockefeller Plaza, New York, NY 10020; [WIRE INSTRUCTIONS TO BE PROVIDED]	[TBD]	[AMOUNT TO BE CONFIRMED — Target expense]	DRAFT — Amount and wire instructions TBD
11	4	Transaction Expenses — Lenders' Counsel (Winthrop & Hale LLP)	Closing Proceeds Account / Fund VI Account	[As above]	Winthrop & Hale LLP	901 New York Avenue NW, Washington, DC 20001; [WIRE INSTRUCTIONS TO BE PROVIDED]	[TBD]	[AMOUNT TO BE CONFIRMED]	DRAFT — Amount and wire instructions TBD
12	4	Transaction Expenses — R&W Insurance Premium (Northfield Assurance Ltd.)	Fund VI Account	[As above]	Northfield Assurance Ltd.	30 St Mary Axe, London EC3A 8BF; [WIRE INSTRUCTIONS TO BE PROVIDED]	13,600,000	R&W policy premium; Policy No. NFA-TRI-2024-00487; 2.0% × $680,000,000 policy limit; paid by Solara; may have been pre-paid at binding (January 19, 2024) — to be confirmed	DRAFT — Confirm whether already paid at binding or due at closing
13	4	Transaction Expenses — R&W Insurance Broker Fee (Peregrine Advisory Group LLC)	Fund VI Account	[As above]	Peregrine Advisory Group LLC	1166 Avenue of the Americas, New York, NY 10036; [WIRE INSTRUCTIONS TO BE PROVIDED]	680,000	Broker fee to Peregrine; may have been pre-paid — to be confirmed	DRAFT — Confirm whether already paid
14	4	Transaction Expenses — Debt Arrangement / Upfront Fees	Closing Proceeds Account / Fund VI Account	[As above]	Meridian Atlantic Bank, N.A. / Ironclad Capital Markets LLC	[WIRE INSTRUCTIONS PER FEE LETTER]	[TBD]	Per confidential fee letter dated January 22, 2024; [AMOUNT TO BE CONFIRMED]	DRAFT — Amount per fee letter; confidential
15	4	Transaction Expenses — Proxy Solicitor (Blackthorn Proxy Advisors LLC)	Closing Proceeds Account (Target expense)	[As above]	Blackthorn Proxy Advisors LLC	105 Madison Avenue, New York, NY 10016; [WIRE INSTRUCTIONS TO BE PROVIDED]	[TBD]	[AMOUNT TO BE CONFIRMED — Target expense]	DRAFT
16	4	Transaction Expenses — Transfer Agent (Cascade Corporate Services Inc.)	Closing Proceeds Account	[As above]	Cascade Corporate Services Inc.	6201 15th Avenue, Brooklyn, NY 11219; [WIRE INSTRUCTIONS TO BE PROVIDED]	[TBD]	[AMOUNT TO BE CONFIRMED]	DRAFT
17	4	Transaction Expenses — UK Regulatory Counsel (Albright & Kerr LLP)	Fund VI Account	[As above]	Albright & Kerr LLP	5 New Street Square, London EC4A 3TW; [WIRE INSTRUCTIONS TO BE PROVIDED]	[TBD]	[AMOUNT TO BE CONFIRMED]	DRAFT
18	4	Transaction Expenses — Accounting / Tax Advisor (Glenmore Thornton LLP)	Fund VI Account	[As above]	Glenmore Thornton LLP	30 Hudson Yards, New York, NY 10001; [WIRE INSTRUCTIONS TO BE PROVIDED]	[TBD]	[AMOUNT TO BE CONFIRMED]	DRAFT
19	4	Transaction Expenses — Escrow Agent Fee (Cobalt Trust Company)	Fund VI Account	[As above]	Cobalt Trust Company	100 Wall Street, New York, NY 10005; [WIRE INSTRUCTIONS TO BE PROVIDED]	[TBD]	[AMOUNT TO BE CONFIRMED]	DRAFT
20	4	Transaction Expenses — Target's Auditor (Harwell & Dobson LLP — comfort letter / consents)	Closing Proceeds Account (Target expense)	[As above]	Harwell & Dobson LLP	200 Clarendon Street, Boston, MA 02116; [WIRE INSTRUCTIONS TO BE PROVIDED]	[TBD]	[AMOUNT TO BE CONFIRMED — if applicable]	DRAFT

[sheet: Transaction Expenses Detail]

Line No.	Expense Category	Payee	Estimated Amount ($)	Paid By	Timing	Notes
1	Buyer's Financial Advisory Fee	Osprey Bancroft & Co.	[TBD]	Solara / Fund VI	At closing	Per engagement letter with Damien Harlow; [AMOUNT TO BE CONFIRMED]
2	Target's Financial Advisory Fee	Veridian Partners LLC	[TBD]	Cloudium (deducted from consideration)	At closing	Per Cloudium engagement; fairness opinion fee included; lead: Monica Pressler; [AMOUNT TO BE CONFIRMED]
3	Buyer's Legal Fees — Calderwood & Harkness LLP	Calderwood & Harkness LLP	[TBD]	Solara / Fund VI	At closing	Matter No. 1041-00003; Harrison Wexford (responsible partner), Beatrice Holloway (billing partner); [AMOUNT PER FINAL INVOICE]
4	Target's Legal Fees — Ridgeway Phelps & Sato LLP	Ridgeway Phelps & Sato LLP	[TBD]	Cloudium (deducted from consideration)	At closing	Catherine Answorth (lead); includes London (Alistair Fenn) and antitrust (Robert Tillman); [AMOUNT TO BE CONFIRMED]
5	Buyer's UK Regulatory Counsel	Albright & Kerr LLP	[TBD]	Solara / Fund VI	At closing	Fiona McAllister (lead); CMA Phase 1 work; [AMOUNT TO BE CONFIRMED]
6	Lenders' Counsel	Winthrop & Hale LLP	[TBD]	Solara / Fund VI	At closing	Christine Novak (lead); Credit Agreement and loan document preparation; [AMOUNT TO BE CONFIRMED]
7	Buyer's Accounting / Tax Advisor	Glenmore Thornton LLP	[TBD]	Solara / Fund VI	At closing	Richard Okamura (tax); Vanessa Liu (financial DD); [AMOUNT TO BE CONFIRMED]
8	Target's Auditor — Comfort Letter / Consents	Harwell & Dobson LLP	[TBD]	Cloudium (deducted from consideration)	At closing	Martin Chisholm (engagement partner); [AMOUNT TO BE CONFIRMED]
9	R&W Insurance Premium	Northfield Assurance Ltd.	13,600,000	Solara / Fund VI	Paid at binding (Jan 19, 2024) or at closing — to confirm	Policy No. NFA-TRI-2024-00487; 2.0% rate on $680,000,000 limit
10	R&W Insurance Broker Fee	Peregrine Advisory Group LLC	680,000	Solara / Fund VI	At binding or closing — to confirm	Timothy Gallagher (lead broker)
11	Debt Arrangement / Upfront Fees	Meridian Atlantic Bank, N.A. / Ironclad Capital Markets LLC	[TBD]	Solara / Fund VI	At closing	Per confidential fee letter dated January 22, 2024; [AMOUNT CONFIDENTIAL — TO BE CONFIRMED]
12	HSR Filing Fee	FTC (via pay.gov)	[TBD]	Solara / Fund VI	Paid at filing (Feb 9, 2024)	Based on transaction value of $6,800,000,000; [AMOUNT ALREADY PAID]
13	UK CMA Filing Fee	CMA	[TBD]	Solara / Fund VI	Paid at filing (Feb 12, 2024)	CMA Case No. ME/7184/24; [AMOUNT ALREADY PAID]
14	Proxy Solicitor	Blackthorn Proxy Advisors LLC	[TBD]	Cloudium (deducted from consideration)	At closing	[AMOUNT TO BE CONFIRMED]
15	Transfer Agent / Exchange Agent Fees	Cascade Corporate Services Inc.	[TBD]	Allocated — to confirm	At closing	[AMOUNT TO BE CONFIRMED]
16	Escrow Agent Fee	Cobalt Trust Company	[TBD]	Solara / Fund VI	At closing	Laura Ng; [AMOUNT TO BE CONFIRMED]
17	SEC Filing Fees (Proxy / Schedule 13E-3)	SEC	[TBD]	Cloudium	Pre-paid	[ALREADY PAID]
18	D&O Tail Insurance Premium	To be determined	[TBD]	Cloudium / Solara — per Merger Agreement	At or before closing	[AMOUNT TO BE CONFIRMED]
19	Miscellaneous / Contingency	Various	[TBD]	Allocated	At closing	Printing, courier, notarization, filing fees, etc.
TOTAL ESTIMATED TRANSACTION EXPENSES	185,000,000	Estimated; final amounts to be confirmed prior to closing

[sheet: Cover]
Field | Value
Document Title | Funds Flow Memorandum — DRAFT
Matter | Solara Digital Infrastructure Fund VI LP — Acquisition of Cloudium Technologies plc
Matter Number | 1041-00003
Prepared By | Calderwood & Harkness LLP
Lead Associate | Tiffany Rosenthal
Working Associate | Andrew Fitzpatrick
Responsible Partner | Harrison Wexford
Date | July 1, 2024
Status | DRAFT — Subject to revision and confirmation of final wire instructions
Anticipated Closing Date | July 9, 2024
Effective Time | 11:59 PM ET, July 9, 2024
Transaction | Reverse triangular merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc; Cloudium surviving as a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP
Deal Value | $6,800,000,000
Per-Share Merger Consideration | $36.92
Shares Outstanding | 184,200,000
Governing Law | State of Delaware (DGCL)
Distribution | CONFIDENTIAL — For deal team use only; not to be shared externally without partner approval
Note | All wire amounts and instructions are preliminary and subject to final confirmation on the closing date. Final execution version to follow.
[sheet: Sources of Funds]
Line No. | Source | Provider Entity | Provider Contact | Amount ($) | Notes
1 | Term Loan B | Meridian Atlantic Bank, N.A. (as Administrative Agent) and Ironclad Capital Markets LLC (as Co-Arranger) and lenders party to Credit Agreement | Graham Whitaker (Meridian Atlantic); Samuel Diaz (Ironclad) | 3,740,000,000 | 7-year term loan; SOFR + 325 bps; per Debt Commitment Letter dated January 22, 2024; drawn at closing
2 | Revolving Credit Facility | Meridian Atlantic Bank, N.A. (as Administrative Agent) | Graham Whitaker | 0 | $500,000,000 capacity; SOFR + 275 bps; 5-year maturity; $0 drawn at closing
3 | Equity Contribution — Solara Digital Infrastructure Fund VI LP | Solara Digital Infrastructure Fund VI LP | Marcus Elliston / Priya Narasimhan (Solara Digital Infrastructure LP) | 2,832,888,096 | Per Equity Commitment Letter dated January 22, 2024; includes $425,000,000 co-investment from Solara Digital Co-Invest VI-A LP
4 | Rollover Equity — Jonathan Hargrove | Jonathan Hargrove (CEO, Cloudium Technologies plc) | Jonathan Hargrove | 142,814,544 | 50% of 7,736,400 shares × $36.92/share; per Rollover Agreement dated January 22, 2024; non-cash source (equity contribution in kind)
5 | Rollover Equity — Pinnacle Growth Ventures LLC | Pinnacle Growth Ventures LLC | Evelyn Carmichael | 473,241,408 | 60% of 21,367,200 shares × $36.92/share; per Rollover Agreement dated January 22, 2024; non-cash source (equity contribution in kind)
SUBTOTAL — Cash Sources | 6,572,888,096 | Term Loan B + Equity Contribution
TOTAL SOURCES | 7,188,944,048 | Cash Sources ($6,572,888,096) + Rollover Equity ($616,055,952)
[sheet: Uses of Funds]
Line No. | Use | Recipient Entity | Recipient Contact | Amount ($) | Notes
1 | Cash Merger Consideration to Non-Rolling Stockholders | Former Cloudium Technologies plc stockholders (via Cascade Corporate Services Inc. as exchange agent) | Cascade Corporate Services Inc., 6201 15th Avenue, Brooklyn, NY 11219 | 6,183,944,048 | Total deal value ($6,800,000,000) less total rollover equity ($616,055,952); paid to stockholders (other than rolling shareholders) at $36.92/share upon surrender of shares via Letter of Transmittal
2 | Indemnity Escrow Deposit | Cobalt Trust Company (as Escrow Agent) | Laura Ng, VP, Escrow Services; 100 Wall Street, New York, NY 10005 | 544,000,000 | 8% of $6,800,000,000 deal value; per Escrow Agreement dated January 22, 2024 (effective at closing); Douglas Pemberton as Stockholder Representative; 50% ($272,000,000) released July 9, 2025; remainder released January 9, 2026, less pending claims
3 | Payoff of Existing Cloudium Term Loan | Atlas Commercial Lending Corp. (as Administrative Agent under credit agreement dated March 15, 2021) | Atlas Commercial Lending Corp., 300 Vesey Street, New York, NY 10281 | 620,000,000 | Per payoff letter dated July 5, 2024 (to be confirmed); existing term loan outstanding balance
4 | Payoff of Existing Cloudium Revolving Facility | Atlas Commercial Lending Corp. (as Administrative Agent under credit agreement dated March 15, 2021) | Atlas Commercial Lending Corp., 300 Vesey Street, New York, NY 10281 | 200,000,000 | Per payoff letter dated July 5, 2024 (to be confirmed); drawn balance on $400,000,000 revolver
5 | Estimated Transaction Expenses | Various (see Transaction Expenses Detail sheet) | Various | 185,000,000 | Estimated; includes advisory fees, legal fees, financing fees, R&W insurance premium, regulatory filing fees, proxy solicitation fees; see detailed breakdown
6 | Rollover Equity (Non-Cash) | Surviving entity equity ledger | N/A | 616,055,952 | Non-cash use; Hargrove ($142,814,544) and Pinnacle ($473,241,408) rollover shares converted to equity in surviving entity; offsets non-cash rollover sources
SUBTOTAL — Cash Uses | 6,572,888,096 | Cash Merger Consideration ($6,183,944,048) less Escrow Holdback ($544,000,000) = $5,639,944,048 to exchange agent + $544,000,000 escrow + $820,000,000 debt payoff + $185,000,000 expenses
TOTAL USES | 7,188,944,048 | Ties to Total Sources on Sources of Funds sheet (after adding non-cash items on both sides)
[sheet: Sources & Uses Reconciliation]
Category | Sources ($) | Uses ($) | Net ($)
Term Loan B Draw | 3,740,000,000
Equity Contribution (Fund VI) | 2,832,888,096
Rollover Equity (Non-Cash) | 616,055,952
Cash Merger Consideration (Non-Rolling Stockholders) | 6,183,944,048
Indemnity Escrow Deposit (subset of consideration held back) | 544,000,000
Payoff — Existing Cloudium Term Loan (Atlas) | 620,000,000
Payoff — Existing Cloudium Revolving Facility (Atlas) | 200,000,000
Estimated Transaction Expenses | 185,000,000
Rollover Equity (Non-Cash Use) | 616,055,952
TOTAL | 7,188,944,048 | 7,188,944,048 | 0
Balancing Check | Sources − Uses = $0 ✓
[sheet: Wire Transfer Schedule]
Wire No. | Sequence Step | Description | Sender | Sender Bank | Recipient | Recipient Bank / Account | Amount ($) | Timing / Condition | Status
1 | 1 | Term Loan B Funding — Lender Syndicate to Borrower Agent Account | Lenders under Credit Agreement (via Meridian Atlantic Bank, N.A. as Administrative Agent) | Meridian Atlantic Bank, N.A., 383 Madison Avenue, New York, NY 10179 | Cloudium Technologies plc (as Borrower) — Closing Proceeds Account | [WIRE INSTRUCTIONS TO BE CONFIRMED] | 3,740,000,000 | First wire; funds to borrower agent account upon satisfaction of all conditions precedent to borrowing under Credit Agreement | DRAFT — Wire instructions TBD
2 | 1 | Equity Contribution — Fund VI to Merger Sub | Solara Digital Infrastructure Fund VI LP (EIN: 87-4523190) | [WIRE INSTRUCTIONS TO BE CONFIRMED] | Stratos Merger Sub Inc. — Closing Account | [WIRE INSTRUCTIONS TO BE CONFIRMED] | 2,832,888,096 | Concurrent with Term Loan B funding; per Equity Commitment Letter | DRAFT — Wire instructions TBD
3 | 2 | Payoff — Existing Cloudium Term Loan to Atlas | Cloudium Technologies plc (surviving entity) — Closing Proceeds Account | [As above] | Atlas Commercial Lending Corp. | Atlas Commercial Lending Corp., 300 Vesey Street, New York, NY 10281; [WIRE INSTRUCTIONS PER PAYOFF LETTER DATED JULY 5, 2024 — TO BE CONFIRMED] | 620,000,000 | Immediately following receipt of closing proceeds; per payoff letter; triggers UCC-3 termination filings | DRAFT — Wire instructions from payoff letter to be confirmed
4 | 2 | Payoff — Existing Cloudium Revolving Facility to Atlas | Cloudium Technologies plc (surviving entity) — Closing Proceeds Account | [As above] | Atlas Commercial Lending Corp. | [SAME WIRE INSTRUCTIONS AS WIRE NO. 3 OR SEPARATE — TO BE CONFIRMED PER PAYOFF LETTER] | 200,000,000 | Concurrent with term loan payoff; per payoff letter | DRAFT — Wire instructions from payoff letter to be confirmed
5 | 3 | Indemnity Escrow Deposit to Cobalt Trust Company | Closing Proceeds Account | [As above] | Cobalt Trust Company — Escrow Account | Cobalt Trust Company, 100 Wall Street, New York, NY 10005; Attn: Laura Ng; [WIRE INSTRUCTIONS TO BE PROVIDED] | 544,000,000 | Following debt payoff; 8% of deal value per Escrow Agreement; escrow to be held for benefit of Solara (indemnification claims) | DRAFT — Wire instructions TBD; escrow funding letter to be sent July 5, 2024
6 | 4 | Merger Consideration — To Exchange Agent (Cascade Corporate Services Inc.) | Closing Proceeds Account | [As above] | Cascade Corporate Services Inc. — Exchange Fund Account | Cascade Corporate Services Inc., 6201 15th Avenue, Brooklyn, NY 11219; [WIRE INSTRUCTIONS TO BE PROVIDED] | 5,639,944,048 | Net cash merger consideration to non-rolling stockholders (total cash consideration of $6,183,944,048 less $544,000,000 escrow holdback); Cascade to distribute upon receipt of Letters of Transmittal from former stockholders | DRAFT — Wire instructions TBD; coordination letter to Cascade to be sent July 8, 2024
7 | 4 | Transaction Expenses — Buyer's Financial Advisor (Osprey Bancroft & Co.) | Closing Proceeds Account / Fund VI Account | [As above] | Osprey Bancroft & Co. | Osprey Bancroft & Co., 280 Park Avenue, New York, NY 10017; [WIRE INSTRUCTIONS TO BE PROVIDED] | [TBD] | Amount per fee letter; [AMOUNT TO BE CONFIRMED] | DRAFT — Amount and wire instructions TBD
8 | 4 | Transaction Expenses — Buyer's Counsel (Calderwood & Harkness LLP) | Closing Proceeds Account / Fund VI Account | [As above] | Calderwood & Harkness LLP | Calderwood & Harkness LLP, 599 Lexington Avenue, New York, NY 10022; [WIRE INSTRUCTIONS TO BE PROVIDED] | [TBD] | Amount per engagement letter and final invoice; [AMOUNT TO BE CONFIRMED] | DRAFT — Amount and wire instructions TBD
9 | 4 | Transaction Expenses — Target's Counsel (Ridgeway Phelps & Sato LLP) | Closing Proceeds Account (deducted from merger consideration) | [As above] | Ridgeway Phelps & Sato LLP | 375 Park Avenue, New York, NY 10152; [WIRE INSTRUCTIONS TO BE PROVIDED] | [TBD] | [AMOUNT TO BE CONFIRMED — Target expense] | DRAFT — Amount and wire instructions TBD
10 | 4 | Transaction Expenses — Target's Financial Advisor (Veridian Partners LLC) | Closing Proceeds Account (deducted from merger consideration) | [As above] | Veridian Partners LLC | 50 Rockefeller Plaza, New York, NY 10020; [WIRE INSTRUCTIONS TO BE PROVIDED] | [TBD] | [AMOUNT TO BE CONFIRMED — Target expense] | DRAFT — Amount and wire instructions TBD
11 | 4 | Transaction Expenses — Lenders' Counsel (Winthrop & Hale LLP) | Closing Proceeds Account / Fund VI Account | [As above] | Winthrop & Hale LLP | 901 New York Avenue NW, Washington, DC 20001; [WIRE INSTRUCTIONS TO BE PROVIDED] | [TBD] | [AMOUNT TO BE CONFIRMED] | DRAFT — Amount and wire instructions TBD
12 | 4 | Transaction Expenses — R&W Insurance Premium (Northfield Assurance Ltd.) | Fund VI Account | [As above] | Northfield Assurance Ltd. | 30 St Mary Axe, London EC3A 8BF; [WIRE INSTRUCTIONS TO BE PROVIDED] | 13,600,000 | R&W policy premium; Policy No. NFA-TRI-2024-00487; 2.0% × $680,000,000 policy limit; paid by Solara; may have been pre-paid at binding (January 19, 2024) — to be confirmed | DRAFT — Confirm whether already paid at binding or due at closing
13 | 4 | Transaction Expenses — R&W Insurance Broker Fee (Peregrine Advisory Group LLC) | Fund VI Account | [As above] | Peregrine Advisory Group LLC | 1166 Avenue of the Americas, New York, NY 10036; [WIRE INSTRUCTIONS TO BE PROVIDED] | 680,000 | Broker fee to Peregrine; may have been pre-paid — to be confirmed | DRAFT — Confirm whether already paid
14 | 4 | Transaction Expenses — Debt Arrangement / Upfront Fees | Closing Proceeds Account / Fund VI Account | [As above] | Meridian Atlantic Bank, N.A. / Ironclad Capital Markets LLC | [WIRE INSTRUCTIONS PER FEE LETTER] | [TBD] | Per confidential fee letter dated January 22, 2024; [AMOUNT TO BE CONFIRMED] | DRAFT — Amount per fee letter; confidential
15 | 4 | Transaction Expenses — Proxy Solicitor (Blackthorn Proxy Advisors LLC) | Closing Proceeds Account (Target expense) | [As above] | Blackthorn Proxy Advisors LLC | 105 Madison Avenue, New York, NY 10016; [WIRE INSTRUCTIONS TO BE PROVIDED] | [TBD] | [AMOUNT TO BE CONFIRMED — Target expense] | DRAFT
16 | 4 | Transaction Expenses — Transfer Agent (Cascade Corporate Services Inc.) | Closing Proceeds Account | [As above] | Cascade Corporate Services Inc. | 6201 15th Avenue, Brooklyn, NY 11219; [WIRE INSTRUCTIONS TO BE PROVIDED] | [TBD] | [AMOUNT TO BE CONFIRMED] | DRAFT
17 | 4 | Transaction Expenses — UK Regulatory Counsel (Albright & Kerr LLP) | Fund VI Account | [As above] | Albright & Kerr LLP | 5 New Street Square, London EC4A 3TW; [WIRE INSTRUCTIONS TO BE PROVIDED] | [TBD] | [AMOUNT TO BE CONFIRMED] | DRAFT
18 | 4 | Transaction Expenses — Accounting / Tax Advisor (Glenmore Thornton LLP) | Fund VI Account | [As above] | Glenmore Thornton LLP | 30 Hudson Yards, New York, NY 10001; [WIRE INSTRUCTIONS TO BE PROVIDED] | [TBD] | [AMOUNT TO BE CONFIRMED] | DRAFT
19 | 4 | Transaction Expenses — Escrow Agent Fee (Cobalt Trust Company) | Fund VI Account | [As above] | Cobalt Trust Company | 100 Wall Street, New York, NY 10005; [WIRE INSTRUCTIONS TO BE PROVIDED] | [TBD] | [AMOUNT TO BE CONFIRMED] | DRAFT
20 | 4 | Transaction Expenses — Target's Auditor (Harwell & Dobson LLP — comfort letter / consents) | Closing Proceeds Account (Target expense) | [As above] | Harwell & Dobson LLP | 200 Clarendon Street, Boston, MA 02116; [WIRE INSTRUCTIONS TO BE PROVIDED] | [TBD] | [AMOUNT TO BE CONFIRMED — if applicable] | DRAFT
[sheet: Transaction Expenses Detail]
Line No. | Expense Category | Payee | Estimated Amount ($) | Paid By | Timing | Notes
1 | Buyer's Financial Advisory Fee | Osprey Bancroft & Co. | [TBD] | Solara / Fund VI | At closing | Per engagement letter with Damien Harlow; [AMOUNT TO BE CONFIRMED]
2 | Target's Financial Advisory Fee | Veridian Partners LLC | [TBD] | Cloudium (deducted from consideration) | At closing | Per Cloudium engagement; fairness opinion fee included; lead: Monica Pressler; [AMOUNT TO BE CONFIRMED]
3 | Buyer's Legal Fees — Calderwood & Harkness LLP | Calderwood & Harkness LLP | [TBD] | Solara / Fund VI | At closing | Matter No. 1041-00003; Harrison Wexford (responsible partner), Beatrice Holloway (billing partner); [AMOUNT PER FINAL INVOICE]
4 | Target's Legal Fees — Ridgeway Phelps & Sato LLP | Ridgeway Phelps & Sato LLP | [TBD] | Cloudium (deducted from consideration) | At closing | Catherine Answorth (lead); includes London (Alistair Fenn) and antitrust (Robert Tillman); [AMOUNT TO BE CONFIRMED]
5 | Buyer's UK Regulatory Counsel | Albright & Kerr LLP | [TBD] | Solara / Fund VI | At closing | Fiona McAllister (lead); CMA Phase 1 work; [AMOUNT TO BE CONFIRMED]
6 | Lenders' Counsel | Winthrop & Hale LLP | [TBD] | Solara / Fund VI | At closing | Christine Novak (lead); Credit Agreement and loan document preparation; [AMOUNT TO BE CONFIRMED]
7 | Buyer's Accounting / Tax Advisor | Glenmore Thornton LLP | [TBD] | Solara / Fund VI | At closing | Richard Okamura (tax); Vanessa Liu (financial DD); [AMOUNT TO BE CONFIRMED]
8 | Target's Auditor — Comfort Letter / Consents | Harwell & Dobson LLP | [TBD] | Cloudium (deducted from consideration) | At closing | Martin Chisholm (engagement partner); [AMOUNT TO BE CONFIRMED]
9 | R&W Insurance Premium | Northfield Assurance Ltd. | 13,600,000 | Solara / Fund VI | Paid at binding (Jan 19, 2024) or at closing — to confirm | Policy No. NFA-TRI-2024-00487; 2.0% rate on $680,000,000 limit
10 | R&W Insurance Broker Fee | Peregrine Advisory Group LLC | 680,000 | Solara / Fund VI | At binding or closing — to confirm | Timothy Gallagher (lead broker)
11 | Debt Arrangement / Upfront Fees | Meridian Atlantic Bank, N.A. / Ironclad Capital Markets LLC | [TBD] | Solara / Fund VI | At closing | Per confidential fee letter dated January 22, 2024; [AMOUNT CONFIDENTIAL — TO BE CONFIRMED]
12 | HSR Filing Fee | FTC (via pay.gov) | [TBD] | Solara / Fund VI | Paid at filing (Feb 9, 2024) | Based on transaction value of $6,800,000,000; [AMOUNT ALREADY PAID]
13 | UK CMA Filing Fee | CMA | [TBD] | Solara / Fund VI | Paid at filing (Feb 12, 2024) | CMA Case No. ME/7184/24; [AMOUNT ALREADY PAID]
14 | Proxy Solicitor | Blackthorn Proxy Advisors LLC | [TBD] | Cloudium (deducted from consideration) | At closing | [AMOUNT TO BE CONFIRMED]
15 | Transfer Agent / Exchange Agent Fees | Cascade Corporate Services Inc. | [TBD] | Allocated — to confirm | At closing | [AMOUNT TO BE CONFIRMED]
16 | Escrow Agent Fee | Cobalt Trust Company | [TBD] | Solara / Fund VI | At closing | Laura Ng; [AMOUNT TO BE CONFIRMED]
17 | SEC Filing Fees (Proxy / Schedule 13E-3) | SEC | [TBD] | Cloudium | Pre-paid | [ALREADY PAID]
18 | D&O Tail Insurance Premium | To be determined | [TBD] | Cloudium / Solara — per Merger Agreement | At or before closing | [AMOUNT TO BE CONFIRMED]
19 | Miscellaneous / Contingency | Various | [TBD] | Allocated | At closing | Printing, courier, notarization, filing fees, etc.
TOTAL ESTIMATED TRANSACTION EXPENSES | 185,000,000 | Estimated; final amounts to be confirmed prior to closing

[sheet: Cover]

Record

Parties

Dates

Amounts