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Drummond & Fenwick LLP 125 Broad Street New York, New York 10004

PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT

MEMORANDUM

TO: Harrison Wexford, Responsible Partner, M&A

FROM: Tiffany Rosenthal, Lead Associate, M&A; Andrew Fitzpatrick, Working Associate, M&A

DATE: January 14, 2024

RE: Equity Commitment Letter and Limited Guarantee — Structural Analysis and Delaware Law Considerations

MATTER NO.: 1041-00003

CLIENT: Solara Digital Infrastructure LP

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I. Executive Summary

The purpose of this memorandum is to provide a comprehensive analysis of the structure, enforceability, and key terms of (a) the Equity Commitment Letter (the "ECL") from Solara Digital Infrastructure Fund VI LP ("Fund VI") to Stratos Merger Sub Inc. ("Merger Sub") in the committed amount of $2,832,888,096, and (b) the Limited Guarantee (the "Limited Guarantee") from Solara Fund VI GP LLC (the "Guarantor" or "GP") in favor of Cloudium Technologies plc ("Cloudium" or the "Target") in the aggregate amount of $246,000,000 (consisting of $221,000,000 in respect of the reverse termination fee and $25,000,000 in respect of enforcement costs). These two instruments constitute the equity backstop to the acquisition financing and are central to the closing certainty framework contemplated by the parties.

Both the ECL and the Limited Guarantee are being finalized for execution concurrently with the Agreement and Plan of Merger (the "Merger Agreement") on the anticipated signing date of January 22, 2024. The drafts analyzed in this memorandum are the January 12, 2024 execution-form drafts circulated by our office to counsel for the Target.

Transaction Context. The ECL and Limited Guarantee are being entered into in connection with the proposed acquisition of Cloudium Technologies plc (Nasdaq: CLDM; England and Wales Company No. 09734521) by Solara Digital Infrastructure Fund VI LP through a reverse triangular merger under the Delaware General Corporation Law (the "DGCL"). In the merger, Stratos Merger Sub Inc. will merge with and into Cloudium, with Cloudium surviving the merger as a wholly owned subsidiary of Fund VI. The aggregate deal value is approximately $6,800,000,000, based on cash merger consideration of $36.92 per share for approximately 184,200,000 shares of Cloudium common stock outstanding, subject to adjustments for rollover elections by certain members of Cloudium's management team and its largest institutional stockholder.

The ECL and Limited Guarantee work in tandem with two other critical financing instruments: (i) the Debt Commitment Letter (the "DCL") providing for $4,240,000,000 of committed debt financing from Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC, consisting of a $3,740,000,000 Term Loan B facility and a $500,000,000 revolving credit facility; and (ii) the Rollover Agreements with Jonathan Hargrove (Cloudium's Chief Executive Officer, contributing approximately $142,814,544 in rollover equity) and Pinnacle Growth Ventures LLC (contributing approximately $473,241,408 in rollover equity). Together, these instruments are designed to provide full funding coverage for the total transaction requirement of $7,188,944,048, thereby ensuring closing certainty for the benefit of both parties to the Merger Agreement and, critically, for the Target's board of directors in satisfying its fiduciary obligations in connection with the recommendation of the merger to Cloudium's stockholders.

This memorandum addresses (1) the overall financing structure and sources and uses of funds, (2) the detailed terms of the ECL, (3) the detailed terms of the Limited Guarantee, (4) the interplay among these instruments and the remedies framework under the Merger Agreement, (5) key Delaware law considerations bearing on enforceability, (6) risk allocation and practical considerations, and (7) open items and recommendations for the deal team in advance of the January 22, 2024 signing date.

II. Transaction Funding Overview — Sources and Uses

An understanding of the overall financing structure is essential context for the analysis of the ECL and Limited Guarantee. This Section sets forth the total funding requirement, the sources of funds, and the interplay among the various financing commitments.

A. Total Funding Requirement

The total funding requirement for the transaction, as set forth in the funds flow memorandum prepared by Osprey Bancroft & Co. (the buyer's financial advisor) and reviewed by our office, is $7,188,944,048. This aggregate amount is composed of three principal components:

1. Cash merger consideration to non-rolling stockholders: $6,183,944,048. This amount is derived from the headline deal value of $6,800,000,000 less the aggregate rollover equity of $616,055,952 contributed by Jonathan Hargrove and Pinnacle Growth Ventures LLC. Non-rolling stockholders of Cloudium will receive $36.92 per share in cash at closing, and the aggregate cash outlay for their shares constitutes the single largest use of funds in the transaction.

2. Estimated transaction expenses: $185,000,000. This figure encompasses advisory fees (including fees payable to Osprey Bancroft & Co. as buyer's financial advisor, and to Brightwater National Bank and Pinnacle Capital Markets as Target's financial advisors), legal fees (including fees payable to Drummond & Fenwick LLP, to Ridgeway Phelps & Sato LLP as Target's counsel, and to Winthrop & Hale LLP as lenders' counsel), financing fees and original issue discount on the Term Loan B, directors' and officers' insurance tail premiums, representation and warranty insurance premiums (including the $13,600,000 premium payable to Northfield Assurance Ltd. under Policy No. NFA-TRI-2024-00487), regulatory filing fees (HSR Act, UK Competition and Markets Authority), proxy solicitation expenses, and other customary costs. We note that the precise breakdown of transaction expenses will be finalized in the funds flow memorandum to be prepared approximately five business days prior to closing.

3. Existing Cloudium indebtedness to be repaid at closing: $820,000,000. This amount consists of $620,000,000 outstanding under the existing term loan and $200,000,000 drawn under the existing revolving credit facility. Both facilities are governed by the Credit Agreement dated March 15, 2021, among Cloudium Technologies plc, as borrower, Atlas Commercial Lending Corp., as administrative agent, and the lenders party thereto. The Merger Agreement requires payoff in full of all existing indebtedness at closing. Payoff letters are expected to be delivered by Atlas Commercial Lending Corp. no later than three business days prior to the closing date.

The sum of these components — $6,183,944,048 plus $185,000,000 plus $820,000,000 — equals the total funding requirement of $7,188,944,048.

B. Sources of Funds

The total funding requirement will be satisfied from four principal sources:

1. Term Loan B: $3,740,000,000. The Term Loan B is a seven-year senior secured term loan facility with a maturity date seven years following the closing date, bearing interest at the Secured Overnight Financing Rate (SOFR) plus 325 basis points per annum. Meridian Atlantic Bank, N.A. will serve as administrative agent and lead arranger. The Term Loan B is the single largest source of funds in the transaction and is committed on a "certain funds" basis under the DCL, subject to the customary conditions set forth therein (including the absence of a Company Material Adverse Effect, the accuracy of specified representations, and the perfection of collateral in accordance with the terms of the credit agreement to be entered into at closing).

2. Revolving Credit Facility: $500,000,000 in total capacity, with $0 expected to be drawn at closing. The revolving credit facility is included in the DCL as a committed facility available to the surviving entity following the closing. By not drawing on the revolver at closing, the transaction preserves $500,000,000 of immediately available post-closing liquidity for working capital purposes, seasonal fluctuations, and other general corporate needs. We note, however, that the revolver will be available for drawing at closing if needed to cover any shortfall or incremental expenses; the current funds flow assumes no revolver draw.

3. Equity Contribution from Fund VI: $2,832,888,096. This is the amount committed by Fund VI under the ECL and constitutes the subject of the detailed analysis set forth in Section III of this memorandum. The equity contribution includes $425,000,000 sourced from Solara Digital Co-Invest VI-A LP (the "Co-Invest Vehicle"), a co-investment vehicle established for Fund VI's limited partners. The Co-Invest Vehicle's obligation to fund is governed by the separate Co-Investment Agreement but is backstopped by Fund VI under the terms of the ECL, as discussed further below.

4. Rollover Equity: $616,055,952 in the aggregate, contributed by two rollover participants:

• Jonathan Hargrove (CEO of Cloudium): Mr. Hargrove will roll over 50% of his 7,736,400 shares, representing 3,868,200 shares with a per-share value of $36.92, for an aggregate rollover equity contribution of approximately $142,814,544. The remaining 50% of his shares (3,868,200 shares) will be cashed out in the merger.

• Pinnacle Growth Ventures LLC: Pinnacle will roll over 60% of its 21,367,200 shares, representing 12,820,320 shares with a per-share value of $36.92, for an aggregate rollover equity contribution of approximately $473,241,408. The remaining 40% of its shares (8,546,880 shares) will be cashed out in the merger.

Reconciliation. The sum of the four sources — $3,740,000,000 (Term Loan B) plus $2,832,888,096 (equity contribution from Fund VI) plus $616,055,952 (rollover equity) — equals the total funding requirement of $7,188,944,048. This reconciliation confirms that the financing package, if fully funded, is sufficient to satisfy all uses of funds at closing with no shortfall.

C. Interplay of Equity Commitment Letter with Debt Commitment Letter

The ECL covers the residual funding need after the Term Loan B draw and the rollover contributions are taken into account. In this sense, the equity contribution functions as the "last dollar in" — the amount of cash (exclusive of rollover equity, which is a non-cash contribution) that Fund VI must deliver to Merger Sub at closing after the debt financing has been drawn. The sizing of the equity commitment at $2,832,888,096 reflects the negotiated capital structure in which the transaction is funded with approximately 52.0% senior secured debt (the Term Loan B), 39.4% sponsor equity (including co-investment), and 8.6% rollover equity.

The revolving credit facility ($500,000,000 capacity) is not expected to be drawn at closing, thereby preserving the surviving entity's post-closing liquidity position. This is a deliberate structuring decision to ensure adequate working capital flexibility immediately following the transaction.

Leverage Analysis. The closing-date leverage profile, based on the Term Loan B draw of $3,740,000,000, is as follows:

• Based on Cloudium's last-twelve-months ("LTM") EBITDA of $405,000,000: Total leverage of approximately 9.24x ($3,740,000,000 ÷ $405,000,000).

• Based on pro forma adjusted EBITDA of $515,000,000 (which includes $110,000,000 of run-rate cost synergies identified by the Solara operating team): Total leverage of approximately 7.26x ($3,740,000,000 ÷ $515,000,000). We note that the pro forma leverage figure declines further to approximately 6.91x when calculated on the basis of pro forma adjusted EBITDA and net of the $175,000,000 of estimated unrestricted cash on Cloudium's balance sheet at closing.

The credit agreement to be entered into at closing is expected to include a total net leverage covenant of 6.50:1.00, tested on a pro forma adjusted EBITDA basis. Based on the current projections, the surviving entity is expected to be in compliance with this covenant at closing and through the first several fiscal quarters following the transaction. However, the leverage analysis is sensitive to the achievement of the $110,000,000 run-rate synergy assumption, and any shortfall in realized synergies could narrow the cushion under the covenant. This issue is being monitored by the Solara operating team and is outside the scope of this memorandum, but we flag it here for completeness.

III. Equity Commitment Letter — Detailed Analysis

This Section provides a detailed analysis of the material terms of the ECL, based on the January 12, 2024 execution-form draft.

A. Parties

Committing Party. The committing party under the ECL is Solara Digital Infrastructure Fund VI LP ("Fund VI"), a Delaware limited partnership (EIN: 87-4523190). Fund VI is a 2022-vintage infrastructure-focused private equity fund with $12.4 billion in committed capital from institutional limited partners, including public pension funds, sovereign wealth funds, endowments, and insurance companies. Fund VI's general partner is Solara Fund VI GP LLC, a Delaware limited liability company. The ultimate sponsor is Solara Digital Infrastructure LP ("SDILP"), a Delaware limited partnership with approximately $38 billion in assets under management across six flagship funds and various co-investment vehicles. SDILP is headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. The Managing Partners of SDILP are Marcus Elliston (Founder & Managing Partner) and Priya Narasimhan (Co-Managing Partner & Chief Investment Officer).

Beneficiary. The beneficiary of the ECL is Stratos Merger Sub Inc. ("Merger Sub"), a Delaware corporation incorporated on January 8, 2024 (Delaware File No. 7923841), with its registered office at 1209 Orange Street, Wilmington, Delaware 19801 (c/o Crowne Albany Corporation, as registered agent). Merger Sub is a wholly owned subsidiary of Fund VI, and its sole stockholder is Fund VI. Merger Sub was formed solely for the purpose of effectuating the reverse triangular merger contemplated by the Merger Agreement and has not conducted any business activities, incurred any liabilities, or acquired any assets other than in connection with the transactions contemplated by the Merger Agreement. Upon consummation of the merger, Merger Sub will merge with and into Cloudium and will cease to exist, with Cloudium surviving as a wholly owned subsidiary of Fund VI.

B. Commitment Amount

The aggregate commitment amount under the ECL is $2,832,888,096. This amount is derived as follows:

• Total funding requirement: $7,188,944,048

• Less: Term Loan B draw: ($3,740,000,000)

• Less: Total rollover equity: ($616,055,952)

• Equals: Required equity contribution from Fund VI: $2,832,888,096

The commitment amount represents approximately 41.6% of the total funding requirement of $7,188,944,048 and approximately 41.7% of the headline deal value of $6,800,000,000. From a fund-level perspective, the commitment represents approximately 22.8% of Fund VI's $12.4 billion in committed capital, which is well within the typical range for a single investment by a fund of this vintage and size, and is consistent with Fund VI's concentration limits as set forth in the Fund VI limited partnership agreement (which permit single investments of up to 25% of committed capital, with LPAC notification required for investments exceeding 20%).

Co-Investment Component. The commitment amount includes $425,000,000 sourced from Solara Digital Co-Invest VI-A LP (the "Co-Invest Vehicle"), a separate Delaware limited partnership whose general partner is Solara Fund VI GP LLC (the same entity that serves as general partner of Fund VI). The Co-Invest Vehicle was established for the purpose of providing Fund VI's limited partners with co-investment opportunities in selected Fund VI portfolio investments. The $425,000,000 co-investment is subscribed under a separate Co-Investment Agreement (execution version dated January 22, 2024) and is structured as a subset of the total $2,832,888,096 equity contribution — that is, the co-investment is included within, and not additive to, the total commitment amount. Importantly, as discussed in Section III.I below, Fund VI's obligation under the ECL encompasses the full $2,832,888,096 regardless of whether the Co-Invest Vehicle funds its portion, thereby eliminating co-investor funding risk from the perspective of Merger Sub and Cloudium.

C. Purpose and Use of Funds

The ECL specifies that the equity contribution may be used solely for the following purposes:

1. Merger consideration. Funding the cash portion of the merger consideration payable to non-rolling stockholders of Cloudium at the effective time of the merger.

2. Transaction expenses. Funding estimated transaction expenses of $185,000,000, inclusive of all advisory, legal, financing, insurance, regulatory, and solicitation costs incurred in connection with the transactions contemplated by the Merger Agreement.

3. Payoff of existing indebtedness. Funding the payoff of Cloudium's existing indebtedness of $820,000,000 outstanding under the Credit Agreement dated March 15, 2021, with Atlas Commercial Lending Corp. as administrative agent, as required by the terms of the Merger Agreement.

4. Escrow deposit. Funding the $544,000,000 escrow deposit (representing 8% of the headline deal value) to be deposited with Cobalt Trust Company, N.A. as escrow agent, in connection with the representation and warranty insurance program and the indemnification provisions of the Merger Agreement.

Any excess funds remaining after application to the foregoing purposes will be retained as balance-sheet cash of the surviving entity following the closing. The ECL includes a standard restriction prohibiting the use of the equity contribution for any purpose other than those specified above, which is consistent with market practice and ensures that the funds are applied exclusively to the consummation of the transaction.

D. Conditions to Funding

The ECL provides that Fund VI's obligation to fund the equity contribution is subject to the satisfaction or waiver of all conditions to Merger Sub's obligation to consummate the closing under the Merger Agreement. Specifically, the ECL incorporates by reference the conditions set forth in Article VII of the Merger Agreement, which include the following:

• Accuracy of representations and warranties. Cloudium's representations and warranties set forth in the Merger Agreement must be true and correct as of the date of the Merger Agreement and as of the closing date (subject to a bring-down standard that includes a materiality qualifier and a "Company Material Adverse Effect" standard for purposes of the bring-down, as defined in Section 1.1 of the Merger Agreement).

• Compliance with covenants. Cloudium must have performed and complied in all material respects with its pre-closing covenants and obligations under the Merger Agreement, including the interim operating covenants set forth in Section 5.1 of the Merger Agreement (which restrict Cloudium from taking certain actions outside the ordinary course of business between signing and closing without the prior written consent of Fund VI).

• Regulatory approvals. All required regulatory approvals must have been obtained, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") and Phase 1 clearance from the United Kingdom Competition and Markets Authority (the "CMA"). As discussed below, the HSR filing is expected to be made on February 9, 2024, and the CMA filing on February 12, 2024.

• No injunction or order. No governmental authority shall have enacted, issued, promulgated, or entered any law, order, injunction, judgment, or decree that is in effect and that prohibits, restrains, or makes illegal the consummation of the merger.

• Closing deliverables. Cloudium must have delivered all required closing deliverables, including officer's certificates, secretary's certificates, good standing certificates, payoff letters, and other customary documents.

SunGard Conditionality. The ECL is structured on a "SunGard conditionality" basis, meaning that the conditions to Fund VI's funding obligation under the ECL mirror precisely the conditions to Merger Sub's closing obligation under the Merger Agreement. The ECL contains no separate or additional conditions beyond those set forth in Article VII of the Merger Agreement. This is consistent with current market practice for sponsor-backed acquisitions and reflects the expectation of Target's board and counsel that the equity financing will be available whenever the buyer is obligated to close under the Merger Agreement.

The alignment of ECL conditions with Merger Agreement conditions is critical. Any divergence — for example, a separate material adverse change condition or a separate due diligence condition in the ECL that does not appear in the Merger Agreement — could create a gap in which Merger Sub is obligated to close under the Merger Agreement but Fund VI is not obligated to fund under the ECL. Such a gap would undermine closing certainty and would be expected to be resisted by the Target and its counsel. We have confirmed that no such gap exists in the current drafts.

E. Termination

The ECL terminates automatically upon the earliest to occur of the following events:

1. Closing. The ECL terminates upon the consummation of the merger and the funding of the full equity commitment amount, at which point Fund VI's obligation under the ECL has been fully performed.

2. Valid termination of the Merger Agreement. If the Merger Agreement is validly terminated in accordance with its terms (whether by mutual consent, by either party due to the failure to close by the Outside Date, or by either party for any other reason specified in Article VIII of the Merger Agreement), the ECL terminates concurrently.

3. Payment of the reverse termination fee. If the reverse termination fee of $374,000,000 becomes payable by Merger Sub to Cloudium under the Merger Agreement and is paid in full, the ECL terminates, as the transaction will not proceed to closing.

4. Outside Date. The ECL terminates on June 30, 2024 (the "Outside Date" as defined in the Merger Agreement), subject to any extension of the Outside Date agreed to by the parties to the Merger Agreement.

Upon termination of the ECL, Fund VI has no further obligation to fund the equity contribution, and no party has any further rights or obligations under the ECL, except for those provisions that by their terms survive termination (including confidentiality, governing law, and jurisdiction provisions).

F. No Third-Party Beneficiary Rights

The ECL is made solely for the benefit of Merger Sub, as the entity that will receive the equity contribution from Fund VI. Critically, Cloudium Technologies plc is not a direct beneficiary of the ECL and cannot enforce the ECL directly against Fund VI. This is a fundamental structural feature of the equity commitment framework in sponsor-backed leveraged buyouts: the target's remedy for a failure of the equity commitment is not a direct claim under the ECL, but rather (a) the Limited Guarantee (discussed in Section IV below), which provides Cloudium with a direct contractual claim against the Guarantor (Solara Fund VI GP LLC), and (b) specific performance of the Merger Agreement (to the extent available under Section 10.12 of the Merger Agreement), which permits Cloudium to seek a court order compelling Fund VI to cause the equity financing to be funded and Merger Sub to consummate the closing.

This structure is standard in leveraged buyouts and is consistent with Delaware Court of Chancery precedent regarding the separation of equity commitment obligations from target remedies. The rationale is twofold: first, the ECL is an internal commitment by the sponsor to its acquisition vehicle, and granting the target direct enforcement rights under the ECL would conflate the sponsor's internal funding mechanics with the target's external remedies; second, the Limited Guarantee and specific performance provisions are designed to provide the target with adequate protection without exposing the sponsor's fund to unlimited direct claims by the target.

G. Non-Assignability

The ECL provides that neither party may assign its rights or obligations under the ECL without the prior written consent of the other party, subject to a single exception: Fund VI may assign its obligation to fund all or a portion of the equity contribution to an affiliate (including the Co-Invest Vehicle), provided that Fund VI remains primarily liable for the full commitment amount notwithstanding any such assignment. This exception is necessary to accommodate the co-investment structure, under which the Co-Invest Vehicle will fund $425,000,000 of the total equity commitment. The retention of primary liability by Fund VI ensures that any assignment to the Co-Invest Vehicle or another affiliate does not diminish the strength of the equity commitment from the perspective of Merger Sub or, indirectly, Cloudium.

H. Governing Law

The ECL is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules that would cause the application of the laws of any other jurisdiction. The parties have consented to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware) for any disputes arising out of or relating to the ECL. This choice of forum is consistent with the governing law and jurisdiction provisions of the Merger Agreement and the Limited Guarantee, ensuring that all disputes arising from the transaction and its financing documents are resolved in the same forum.

I. Co-Investment Mechanics

The Co-Investment Agreement (execution version dated January 22, 2024) governs the $425,000,000 co-investment from Solara Digital Co-Invest VI-A LP. The Co-Invest Vehicle is a separate Delaware limited partnership whose general partner is Solara Fund VI GP LLC (the same entity that serves as general partner of Fund VI), and its limited partners consist of a subset of Fund VI's institutional limited partners who have elected to participate in the co-investment opportunity.

The Co-Invest Vehicle's obligation to fund its $425,000,000 share of the equity contribution is backstopped by Fund VI. Specifically, the ECL provides that if the Co-Invest Vehicle fails to fund all or any portion of its $425,000,000 commitment by the funding deadline, Fund VI is obligated to cover the shortfall from its own uncalled commitments, such that the aggregate equity contribution of $2,832,888,096 is delivered to Merger Sub at closing regardless of the Co-Invest Vehicle's performance. This backstop provision ensures that neither Merger Sub nor Cloudium is exposed to co-investor funding risk — a point that was specifically negotiated by Target's counsel and that is consistent with market practice in large-cap going-private transactions.

The co-investment is structured as a subset of the total equity contribution, not as an additional source of funds. Accordingly, the co-investment does not increase the total sources available for the transaction beyond the $7,188,944,048 total funding requirement; rather, it allocates a portion of the equity contribution to the Co-Invest Vehicle for the purpose of providing co-investment exposure to Fund VI's limited partners while preserving Fund VI's ultimate funding obligation.

IV. Limited Guarantee — Detailed Analysis

This Section provides a detailed analysis of the material terms of the Limited Guarantee, based on the January 12, 2024 execution-form draft.

A. Parties

Guarantor. The guarantor under the Limited Guarantee is Solara Fund VI GP LLC, a Delaware limited liability company. As noted above, the Guarantor is the general partner of both Fund VI and the Co-Invest Vehicle. The Guarantor was organized under the Delaware Limited Liability Company Act and is managed by its sole member, Solara Digital Infrastructure LP (the ultimate sponsor entity). The selection of the fund-level GP — rather than the ultimate sponsor entity or the management company — as the guarantor is a deliberate structural choice designed to limit the recourse available to the Target to the fund-level GP entity, as discussed further in Section VII.C below.

Guaranteed Party / Beneficiary. The beneficiary of the Limited Guarantee is Cloudium Technologies plc, 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 U.S. headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103. Cloudium's board of directors is chaired by Douglas Pemberton (independent non-executive director). Cloudium's executive management team includes Jonathan Hargrove (Chief Executive Officer), Sienna Whitfield (Chief Financial Officer), and Nadia Chowdhury (General Counsel and Corporate Secretary). We note that Mr. Hargrove, as a rollover participant, has separately engaged personal counsel (Severin & Calloway LLP) in connection with his negotiation of the Rollover Agreement and related management equity arrangements.

B. Guaranteed Amount

The Limited Guarantee is subject to an aggregate cap on the Guarantor's liability of $246,000,000, consisting of the following two components:

• $221,000,000 — maximum exposure in respect of the reverse termination fee. This amount equals 3.25% of the $6,800,000,000 deal value and corresponds to the termination fee payable by Cloudium to Fund VI under the Merger Agreement in the event of a Target-side termination (e.g., to accept a superior proposal).

• $25,000,000 — maximum exposure for Cloudium's reasonable out-of-pocket enforcement costs, including attorneys' fees, expert fees, and other costs incurred by Cloudium in enforcing its rights under the Limited Guarantee.

Relationship to Reverse Termination Fee. An important distinction must be clearly understood. The reverse termination fee payable by Merger Sub to Cloudium under Section 8.3 of the Merger Agreement is $374,000,000 (5.5% × $6,800,000,000). The Limited Guarantee does not cover the full amount of the reverse termination fee. Rather, the Guarantor's liability under the Limited Guarantee is capped at $246,000,000, of which $221,000,000 is allocable to the reverse termination fee component. The $221,000,000 figure equals the termination fee payable by Cloudium (3.25% × $6,800,000,000), not the reverse termination fee payable by Merger Sub (5.5% × $6,800,000,000).

This asymmetry was negotiated by the parties. Solara's position, which the Target has accepted, is that Fund VI's assets backstop the full $374,000,000 reverse termination fee obligation, and the Limited Guarantee serves as an additional layer of credit enhancement — not a cap on the total amount of Merger Sub's or Fund VI's liability under the Merger Agreement. The Guarantor's personal liability is limited to the guarantee cap because the Guarantor is a special-purpose entity (the fund-level GP) and the parties have agreed that the Target's recourse against the sponsor ecosystem should be limited. The full $374,000,000 remains payable by Merger Sub, and the Target may pursue Merger Sub's assets (including any equity contribution already funded) for the full amount; the Limited Guarantee merely provides an additional direct claim against the Guarantor for a lesser amount.

We note that this structure — in which the limited guarantee cap is set at a level below the full reverse termination fee — is within the range of market practice for large-cap going-private transactions, although it is less favorable to the target than structures in which the guarantee covers the full reverse termination fee amount. The negotiating dynamic is discussed further in Section V.C below.

C. Guaranteed Obligations

The Limited Guarantee is a "limited" guarantee in the most precise sense: it covers only the following obligations of Merger Sub and/or Fund VI under the Merger Agreement:

1. Reverse termination fee. Payment of the reverse termination fee under Section 8.3 of the Merger Agreement, up to a maximum of $221,000,000.

2. Enforcement costs. Reimbursement of Cloudium's reasonable out-of-pocket enforcement costs incurred in enforcing the Limited Guarantee, up to a maximum of $25,000,000.

The Limited Guarantee does not cover:

• The equity commitment itself ($2,832,888,096) or any obligation of Fund VI under the ECL;

• Specific performance of the obligation to consummate the closing;

• Any obligation under the Merger Agreement or any ancillary document other than the reverse termination fee and enforcement costs;

• Any damages, losses, or other monetary relief arising from the transaction, other than as expressly covered above.

This limited scope is a defining feature of the guarantee structure. The Limited Guarantee caps the Target's monetary recovery against the sponsor entity for a buyer-side failure to close. The Target's recourse for non-closing is the reverse termination fee (payable by Merger Sub), the Limited Guarantee (payable by the Guarantor up to the cap), and/or specific performance (to the extent available). The Target cannot pursue the Guarantor or its affiliates for damages or other monetary relief beyond the guarantee cap, except in the case of fraud.

D. Nature of the Guarantee — Guarantee of Payment, Not Collection

The Limited Guarantee is structured as a guarantee of payment rather than a guarantee of collection. This distinction, while sometimes overlooked, is of considerable practical and legal significance.

Under a guarantee of collection, the beneficiary would be required to first exhaust its remedies against the primary obligor (Merger Sub and/or Fund VI) before pursuing the guarantor. This would impose on Cloudium the burden of obtaining a judgment against Merger Sub, executing on that judgment, and demonstrating that Merger Sub's assets are insufficient to satisfy the obligation — a process that could be time-consuming, costly, and uncertain.

By contrast, under a guarantee of payment, Cloudium may proceed directly against the Guarantor (Solara Fund VI GP LLC) without first pursuing Merger Sub or Fund VI. If the reverse termination fee becomes payable and is not paid by Merger Sub, Cloudium may immediately demand payment from the Guarantor under the Limited Guarantee, and may bring suit against the Guarantor without any obligation to exhaust other remedies first. This structure provides Cloudium with a more efficient and direct path to recovery and is consistent with the expectations of the Target's board regarding the enforceability of the equity backstop.

This distinction is well-established under Delaware law and is recognized by the Uniform Commercial Code (to the extent applicable by analogy). Delaware courts have consistently respected the distinction between guarantees of payment and guarantees of collection, and have enforced the terms of the guarantee as written. The guarantee of payment structure in the current draft is clear and unambiguous, and we do not anticipate any challenge to its enforceability on this basis.

E. Conditions and Triggers

The Limited Guarantee becomes payable if and when the reverse termination fee becomes payable under Section 8.3 of the Merger Agreement. The reverse termination fee is triggered by a valid termination of the Merger Agreement by Cloudium in the following circumstances:

1. Buyer's willful breach. If the Merger Agreement is terminated by Cloudium due to a willful and material breach by Merger Sub or Fund VI of any of their representations, warranties, covenants, or obligations under the Merger Agreement, and such breach is the proximate cause of the failure of the conditions to closing to be satisfied.

2. Failure to close (financing failure). If Merger Sub fails to consummate the closing at the time required under the Merger Agreement when all conditions to closing set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at closing, each of which is capable of being satisfied), and Cloudium has irrevocably confirmed that it is ready, willing, and able to consummate the closing.

3. Other triggering events. Other events specified in Section 8.3 of the Merger Agreement as giving rise to the reverse termination fee obligation, including certain terminations following a Buyer Intervening Event (as defined in the Merger Agreement).

The Limited Guarantee is not triggered by termination events where the termination fee (payable by Cloudium to Fund VI) applies. Those events — which include Cloudium's termination of the Merger Agreement to accept a superior proposal and certain terminations following a change in Cloudium board recommendation — give rise to a payment obligation running from Cloudium to Fund VI, not from Merger Sub to Cloudium, and accordingly do not implicate the Limited Guarantee.

F. Enforcement Mechanics

In the event the Limited Guarantee is triggered, Cloudium's enforcement rights are as follows:

• Direct suit. Cloudium may bring a direct action against the Guarantor (Solara Fund VI GP LLC) in the Court of Chancery of the State of Delaware for payment of the guaranteed obligations, without any requirement to first exhaust remedies against Merger Sub, Fund VI, or any other person.

• No requirement to exhaust other remedies. Consistent with the guarantee of payment structure, Cloudium is not required to pursue, obtain, or foreclose upon any collateral, exercise any remedies against Merger Sub or Fund VI, or take any other action as a precondition to enforcement of the Limited Guarantee.

• Enforcement cost cap. The $25,000,000 enforcement cost cap covers reasonable attorneys' fees, expert fees, and other out-of-pocket expenses incurred by Cloudium in connection with the enforcement of the Limited Guarantee. This cap is separate from, and in addition to, the $221,000,000 cap on the reverse termination fee component, such that the total aggregate cap is $246,000,000. We note that the enforcement cost cap may be insufficient in a protracted or contested enforcement action, although $25,000,000 represents a meaningful allowance for such costs and is consistent with market practice.

Practical Consideration Regarding Guarantor Assets. We note that Solara Fund VI GP LLC's assets consist primarily of its general partner interest in Fund VI. The general partner interest itself may have limited market value independent of the management fees, carried interest, and other economic entitlements associated with managing Fund VI. However, the Limited Guarantee represents a direct contractual obligation of the Guarantor, and Cloudium may enforce the guarantee against any and all assets of the Guarantor — including the general partner interest, any cash or other assets held by the Guarantor, and any proceeds from the exercise of the general partner interest. In practice, the Guarantor's ability to satisfy its obligations under the Limited Guarantee will depend on its ability to make capital calls on Fund VI's limited partners (in its capacity as general partner) or to otherwise access Fund VI's assets. The fund-level GP's authority to make capital calls is governed by the Fund VI limited partnership agreement, which grants the GP broad authority to call capital for fund obligations, including indemnification and guarantee obligations.

G. Termination

The Limited Guarantee terminates upon the earliest to occur of the following events:

1. Closing. The Limited Guarantee terminates upon consummation of the merger, at which point the merger consideration has been paid and the guarantee is no longer needed.

2. Termination of the Merger Agreement (no RTF payable). If the Merger Agreement is terminated in circumstances where no reverse termination fee is payable (e.g., termination by mutual consent, termination by either party due to a failure to obtain regulatory approval, or termination by Fund VI/Merger Sub for a Target breach), the Limited Guarantee terminates concurrently, as there is no underlying obligation for the guarantee to support.

3. Payment in full. If the guaranteed obligations have been paid in full (i.e., the reverse termination fee has been paid by Merger Sub or the Guarantor, and all enforcement costs have been reimbursed), the Limited Guarantee terminates.

4. Outside Date. The Limited Guarantee terminates on June 30, 2024 (the Outside Date), provided that no claim under the Limited Guarantee is then pending. If a claim is pending on the Outside Date, the Limited Guarantee continues in effect solely with respect to such pending claim until the final resolution thereof.

H. Exclusivity of Remedy

The Limited Guarantee includes a comprehensive "exclusive remedy" provision that is central to the risk allocation framework of the transaction. Specifically:

• The Limited Guarantee is intended to be Cloudium's sole and exclusive monetary remedy against the Guarantor and its affiliates — including Solara Digital Infrastructure LP, Fund VI, the Co-Invest Vehicle, and their respective limited partners, members, managers, officers, directors, employees, agents, and representatives — in the event of a buyer-side failure to close.

• There shall be no "piercing" beyond the $246,000,000 cap. The aggregate liability of the Guarantor under the Limited Guarantee shall not exceed $246,000,000 under any circumstances, regardless of the theory of recovery (contract, tort, equity, or otherwise).

• Cloudium has waived any right to seek damages, losses, or other monetary relief against the Guarantor or any of its affiliates in excess of the guarantee cap. This waiver extends to claims for consequential, incidental, special, punitive, or exemplary damages, as well as lost profits, diminution in value, and other forms of relief that might otherwise be available at law or in equity.

• Fraud exception. The exclusive remedy provision and the cap on liability do not apply in the case of fraud. If the Guarantor commits fraud in connection with the Limited Guarantee or the Merger Agreement, Cloudium's remedies are not limited by the guarantee cap, and Cloudium may pursue all available remedies at law or in equity. The fraud exception is narrowly defined in the Limited Guarantee to mean actual and intentional fraud (as distinguished from constructive fraud or negligent misrepresentation), which is consistent with Delaware law and market practice.

This exclusive remedy framework is consistent with the deal structure's fundamental objective of limiting the Target's recourse to the reverse termination fee and the Limited Guarantee in the event of a buyer-side failure, rather than exposing the full fund (or the sponsor platform) to potentially unlimited claims by the Target. The framework is well-established in sponsor-backed going-private transactions and has been upheld by the Delaware Court of Chancery in numerous precedents.

I. Governing Law and Jurisdiction

The Limited Guarantee is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules. The parties have consented to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if that court declines jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware). This is consistent with the governing law and forum selection provisions of the ECL and the Merger Agreement.

V. Interplay Between ECL, Limited Guarantee, and Merger Agreement Remedies

The ECL, the Limited Guarantee, and the remedies provisions of the Merger Agreement are designed to function as an integrated framework that allocates risk between the buyer side and the seller side of the transaction. This Section analyzes the interplay among these instruments and the options available to Cloudium in the event of a buyer-side failure to close.

A. Target's Remedies Framework

Cloudium's remedies in the event that Merger Sub / Fund VI fails to consummate the closing when obligated to do so are as follows:

Before Closing (Pre-Termination):

1. Specific performance. Under Section 10.12 of the Merger Agreement, Cloudium may seek an order of the Court of Chancery of the State of Delaware compelling Solara / Fund VI to cause the equity financing to be funded under the ECL and to cause Merger Sub to consummate the merger at the closing. This right of specific performance is discussed in detail in Section V.B below.

2. Reverse termination fee. If the Merger Agreement is terminated by Cloudium in circumstances that trigger the reverse termination fee under Section 8.3 of the Merger Agreement, Merger Sub is obligated to pay Cloudium $374,000,000 as liquidated damages. This amount is payable by Merger Sub (not Fund VI), although Fund VI's assets (to the extent contributed to Merger Sub) would be available to satisfy the payment.

3. Limited Guarantee. If the reverse termination fee is payable and Merger Sub does not pay, Cloudium may enforce the Limited Guarantee against Solara Fund VI GP LLC for up to $246,000,000 (consisting of up to $221,000,000 in respect of the reverse termination fee and up to $25,000,000 in respect of enforcement costs).

Election of Remedies. The Merger Agreement requires Cloudium to elect between specific performance and the reverse termination fee — Cloudium cannot pursue both simultaneously. This election-of-remedies provision is designed to prevent the Target from seeking to force the deal to close while simultaneously seeking monetary damages for the buyer's failure to close. As a practical matter, the election is typically exercised based on the Target's assessment of (i) whether the transaction can realistically be completed (favoring specific performance) or (ii) whether the transaction is irretrievably broken and the Target's best option is to recover the reverse termination fee and pursue alternative transactions (favoring the RTF).

If Cloudium elects the reverse termination fee and receives payment in full, the Merger Agreement provides that such payment constitutes liquidated damages and Cloudium's sole and exclusive monetary remedy against Merger Sub, Fund VI, the Guarantor, and their respective affiliates (subject to the fraud exception). This liquidated damages provision forecloses any claim by Cloudium for actual damages, expectation damages, or any other form of monetary relief in excess of the reverse termination fee.

B. Specific Performance Analysis

The Merger Agreement includes a specific performance provision in Section 10.12 that permits Cloudium to seek an order of the Court of Chancery compelling Fund VI and Merger Sub to consummate the closing. Specifically, Cloudium may seek an order requiring Fund VI to:

• Cause the equity financing to be funded under the ECL (i.e., to deliver the $2,832,888,096 equity contribution to Merger Sub); and

• Cause Merger Sub to consummate the closing of the merger in accordance with the terms of the Merger Agreement.

This is the so-called "equity funding specific performance" right — a provision that has become standard in sponsor-backed going-private transactions and that provides the target with the ability to compel the sponsor to fund its equity commitment and close the deal, rather than limiting the target's remedy to a monetary payment (the reverse termination fee).

Conditions to Cloudium's Exercise of Specific Performance. The Merger Agreement imposes several conditions on Cloudium's right to seek specific performance:

1. All conditions to Merger Sub's obligation to close under Article VII of the Merger Agreement must have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing itself, each of which must be capable of being satisfied at the closing).

2. The debt financing must be available to be funded at closing (i.e., all conditions to the lenders' funding obligations under the DCL must have been satisfied or waived, and the lenders must be prepared to fund the Term Loan B), or the marketing period specified in the Merger Agreement must have been completed.

3. Cloudium must have irrevocably confirmed in writing to Merger Sub and Fund VI that it is ready, willing, and able to consummate the closing if specific performance is granted.

Delaware Law Support. Delaware law supports the enforceability of specific performance provisions in merger agreements, particularly in the context of sponsor-backed going-private transactions. The Delaware Court of Chancery has granted specific performance in several prominent cases involving buyer-side failures to close, recognizing that (i) the merger agreement expressly provides for specific performance as a remedy; (ii) money damages would be inadequate to compensate the target for the loss of the transaction (given the unique nature of the target's business, the disruption caused by a failed transaction, and the difficulty of calculating damages with reasonable certainty); and (iii) the balance of equities favors enforcement of the parties' bargain as expressed in the merger agreement. The availability of specific performance in the current transaction is consistent with this well-established line of Chancery precedent.

We note that the practical effectiveness of specific performance depends on the ability of the court's order to be enforced — i.e., on the existence of assets or mechanisms through which Fund VI can be compelled to deliver the equity contribution. In this regard, Fund VI's $12.4 billion in committed capital and the GP's authority to make capital calls provide a sufficient basis for enforcement, as the court can order Fund VI (through its GP) to call capital from its limited partners to fund the equity commitment.

C. Reverse Termination Fee vs. Termination Fee

The Merger Agreement includes both a reverse termination fee (payable by the buyer side in the event of a buyer-side failure) and a termination fee (payable by the target side in the event of a target-side termination), as follows:

• Reverse Termination Fee (Buyer's breach): $374,000,000, representing 5.5% of the $6,800,000,000 deal value. Payable by Merger Sub to Cloudium upon a valid termination of the Merger Agreement by Cloudium due to the buyer's willful breach, failure to close when all conditions are satisfied, or other triggering events specified in Section 8.3.

• Termination Fee (Target's breach / superior proposal): $221,000,000, representing 3.25% of the $6,800,000,000 deal value. Payable by Cloudium to Fund VI upon a valid termination of the Merger Agreement by Cloudium to accept a superior proposal, or by Fund VI due to a change in Cloudium board recommendation, or in other circumstances specified in Section 8.2.

The asymmetry between the reverse termination fee (5.5%) and the termination fee (3.25%) is consistent with market practice for large-cap going-private transactions. The higher reverse termination fee compensates the target for the economic harm and disruption caused by a failed transaction — including the loss of the transaction premium, employee attrition, customer uncertainty, and the potential impairment of the target's competitive position — and provides a financial deterrent against buyer-side walk-aways. The lower termination fee reflects the target's option value in retaining the ability to accept a superior proposal, subject to the fiduciary duties of the target's board.

Limited Guarantee Coverage Gap. As noted above, the Limited Guarantee covers only $221,000,000 of the $374,000,000 reverse termination fee (plus $25,000,000 of enforcement costs). The $221,000,000 figure was set at the level of the target termination fee, creating a degree of symmetry between the amount that the target would owe in a target-side termination and the amount that the guarantor would owe in a buyer-side termination. The remaining $153,000,000 difference ($374,000,000 less $221,000,000) between the full reverse termination fee and the guarantee cap is recoverable only from Merger Sub and/or Fund VI's assets — it is not covered by the Limited Guarantee. Merger Sub and Fund VI remain liable for the full $374,000,000 reverse termination fee, but the Guarantor's personal liability is capped at $246,000,000 (inclusive of $25,000,000 enforcement costs). The distinction between these two amounts should be clearly understood by all parties and is reflected in the scenario analysis set forth in Section VII.D below.

VI. Delaware Law Considerations

This Section addresses the key Delaware law considerations bearing on the enforceability of the ECL and the Limited Guarantee.

A. Enforceability of the ECL

Under Delaware law, an equity commitment letter is a binding contractual obligation, enforceable in accordance with its stated terms and subject to its stated conditions. The Delaware Court of Chancery has consistently enforced equity commitment letters in the going-private context, treating them as binding agreements that impose a legal obligation on the committing party to fund the specified amount upon satisfaction of the stated conditions. The ECL in this transaction is expected to be enforceable under Delaware law, subject to the following key considerations:

• Authorization. The ECL must be duly authorized by the general partner of Fund VI (Solara Fund VI GP LLC). We have confirmed with the Solara team that resolutions of Solara Fund VI GP LLC authorizing the execution and delivery of the ECL, and approving the commitment of up to $2,832,888,096 of Fund VI capital to the Cloudium acquisition, are being prepared and will be adopted on or before the signing date of January 22, 2024. The adoption of these resolutions is a condition to our opinion that the ECL has been duly authorized.

• SunGard Conditionality. As discussed above, the ECL's conditions are appropriately aligned with the Merger Agreement's conditions. There are no separate "outs," market flex provisions, or additional conditions in the ECL that could create a gap between the buyer's closing obligation and the sponsor's funding obligation. This alignment is important from a Delaware law perspective because the Court of Chancery has scrutinized equity commitment letters for conditions that could allow the sponsor to avoid funding when the buyer is otherwise obligated to close.

• No Material Adverse Change Condition. The ECL does not contain a standalone material adverse change or material adverse effect condition. The only MAC/MAE condition is the one contained in Article VII of the Merger Agreement (as incorporated by reference into the ECL). This is consistent with SunGard conditionality principles and eliminates the risk of a separate MAC/MAE determination at the ECL level.

B. Enforceability of the Limited Guarantee

Limited guarantees are routinely enforced by the Delaware Court of Chancery and are well-established instruments in the Delaware M&A landscape. The key Delaware law considerations bearing on the enforceability of the Limited Guarantee in this transaction are as follows:

• Guarantee of Payment. The guarantee of payment (as opposed to guarantee of collection) structure means that Cloudium need not pursue or exhaust remedies against Merger Sub or Fund VI before enforcing the guarantee against the Guarantor. Delaware law recognizes and enforces this distinction, and the courts will not impose a requirement of exhaustion where the guarantee is by its terms a guarantee of payment.

• Cap on Liability. The $246,000,000 cap on the Guarantor's liability will be respected by Delaware courts as a valid contractual limitation on the Guarantor's obligations. Delaware law strongly favors freedom of contract, and parties are free to limit their contractual obligations by agreement, including through caps on liability, liquidated damages provisions, and exclusive remedy clauses. The Court of Chancery has consistently upheld guarantee caps in the going-private context, declining to impose liability on the guarantor in excess of the agreed cap.

• Exclusive Remedy Provisions. Delaware courts have upheld "exclusive remedy" provisions in limited guarantees that prevent the target from pursuing the sponsor, its affiliates, or their respective limited partners, officers, and directors for amounts in excess of the guarantee cap. These provisions are enforceable as long as they are clearly and unambiguously stated in the guarantee and do not contravene public policy. The exclusive remedy provision in the current draft is clearly stated and is consistent with the formulations that have been upheld in prior Chancery decisions.

• Fraud Carve-Out. The Limited Guarantee includes a standard fraud exception, which provides that the cap on liability and the exclusive remedy provision do not apply in the case of fraud by the Guarantor. Under Delaware law, parties may contract for a fraud carve-out that preserves all available remedies in the event of fraud, notwithstanding any contractual limitations on liability. The fraud exception in the current draft is narrowly defined to cover only actual and intentional fraud (as distinguished from constructive fraud, negligent misrepresentation, or recklessness), which is consistent with prevailing Delaware law and reduces the risk of an expansive judicial interpretation of the fraud exception.

C. Limited Partnership Act Considerations

Fund VI is a Delaware limited partnership governed by the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. ("DRULPA"). Several DRULPA-related considerations are relevant to the ECL and the Limited Guarantee:

• GP Authority. Under DRULPA § 17-403, the general partner of a Delaware limited partnership has the right and power to manage the business and affairs of the partnership, subject to the terms of the partnership agreement. Solara Fund VI GP LLC, as the general partner of Fund VI, has full authority to bind Fund VI to the ECL under the terms of the Fund VI limited partnership agreement (the "LPA"). The LPA delegates all investment decision-making authority to the GP, subject to certain procedural requirements (such as investment committee approval and LP advisory committee notification for investments exceeding specified thresholds).

• LP Consent. Consent of Fund VI's limited partners is not required for the execution and delivery of the ECL or the commitment of Fund VI capital to the Cloudium acquisition. Investment decisions are delegated to the GP under the LPA, and the limited partners have no approval rights with respect to individual investment commitments. However, the Fund VI LPA requires that the GP notify the LP Advisory Committee (the "LPAC") of any single investment that exceeds 20% of committed capital. The $2,832,888,096 equity commitment represents approximately 22.8% of Fund VI's $12.4 billion in committed capital, which exceeds the 20% threshold. Accordingly, LPAC notification is required and should be completed on or before the signing date. We understand from the Solara team that LPAC notification is being prepared and will be delivered prior to January 22, 2024. We note that the LPA requires LPAC notification, not LPAC approval; the LPAC does not have a veto right over individual investment decisions.

• Co-Invest Vehicle. The Co-Invest Vehicle (Solara Digital Co-Invest VI-A LP) is a separate Delaware limited partnership with its own partnership agreement. The Co-Invest Vehicle is managed by Solara Fund VI GP LLC (the same GP as Fund VI), and its limited partners consist of institutional investors who have elec

Drummond & Fenwick LLP 125 Broad Street New York, New York 10004
PRIVILEGED & CONFIDENTIAL ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Harrison Wexford, Responsible Partner, M&A
FROM: Tiffany Rosenthal, Lead Associate, M&A; Andrew Fitzpatrick, Working Associate, M&A
DATE: January 14, 2024
RE: Equity Commitment Letter and Limited Guarantee — Structural Analysis and Delaware Law Considerations
MATTER NO.: 1041-00003
CLIENT: Solara Digital Infrastructure LP
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I. Executive Summary
The purpose of this memorandum is to provide a comprehensive analysis of the structure, enforceability, and key terms of (a) the Equity Commitment Letter (the "ECL") from Solara Digital Infrastructure Fund VI LP ("Fund VI") to Stratos Merger Sub Inc. ("Merger Sub") in the committed amount of $2,832,888,096, and (b) the Limited Guarantee (the "Limited Guarantee") from Solara Fund VI GP LLC (the "Guarantor" or "GP") in favor of Cloudium Technologies plc ("Cloudium" or the "Target") in the aggregate amount of $246,000,000 (consisting of $221,000,000 in respect of the reverse termination fee and $25,000,000 in respect of enforcement costs). These two instruments constitute the equity backstop to the acquisition financing and are central to the closing certainty framework contemplated by the parties.
Both the ECL and the Limited Guarantee are being finalized for execution concurrently with the Agreement and Plan of Merger (the "Merger Agreement") on the anticipated signing date of January 22, 2024. The drafts analyzed in this memorandum are the January 12, 2024 execution-form drafts circulated by our office to counsel for the Target.
Transaction Context. The ECL and Limited Guarantee are being entered into in connection with the proposed acquisition of Cloudium Technologies plc (Nasdaq: CLDM; England and Wales Company No. 09734521) by Solara Digital Infrastructure Fund VI LP through a reverse triangular merger under the Delaware General Corporation Law (the "DGCL"). In the merger, Stratos Merger Sub Inc. will merge with and into Cloudium, with Cloudium surviving the merger as a wholly owned subsidiary of Fund VI. The aggregate deal value is approximately $6,800,000,000, based on cash merger consideration of $36.92 per share for approximately 184,200,000 shares of Cloudium common stock outstanding, subject to adjustments for rollover elections by certain members of Cloudium's management team and its largest institutional stockholder.
The ECL and Limited Guarantee work in tandem with two other critical financing instruments: (i) the Debt Commitment Letter (the "DCL") providing for $4,240,000,000 of committed debt financing from Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC, consisting of a $3,740,000,000 Term Loan B facility and a $500,000,000 revolving credit facility; and (ii) the Rollover Agreements with Jonathan Hargrove (Cloudium's Chief Executive Officer, contributing approximately $142,814,544 in rollover equity) and Pinnacle Growth Ventures LLC (contributing approximately $473,241,408 in rollover equity). Together, these instruments are designed to provide full funding coverage for the total transaction requirement of $7,188,944,048, thereby ensuring closing certainty for the benefit of both parties to the Merger Agreement and, critically, for the Target's board of directors in satisfying its fiduciary obligations in connection with the recommendation of the merger to Cloudium's stockholders.
This memorandum addresses (1) the overall financing structure and sources and uses of funds, (2) the detailed terms of the ECL, (3) the detailed terms of the Limited Guarantee, (4) the interplay among these instruments and the remedies framework under the Merger Agreement, (5) key Delaware law considerations bearing on enforceability, (6) risk allocation and practical considerations, and (7) open items and recommendations for the deal team in advance of the January 22, 2024 signing date.
II. Transaction Funding Overview — Sources and Uses
An understanding of the overall financing structure is essential context for the analysis of the ECL and Limited Guarantee. This Section sets forth the total funding requirement, the sources of funds, and the interplay among the various financing commitments.
A. Total Funding Requirement
The total funding requirement for the transaction, as set forth in the funds flow memorandum prepared by Osprey Bancroft & Co. (the buyer's financial advisor) and reviewed by our office, is $7,188,944,048. This aggregate amount is composed of three principal components:
1. Cash merger consideration to non-rolling stockholders: $6,183,944,048. This amount is derived from the headline deal value of $6,800,000,000 less the aggregate rollover equity of $616,055,952 contributed by Jonathan Hargrove and Pinnacle Growth Ventures LLC. Non-rolling stockholders of Cloudium will receive $36.92 per share in cash at closing, and the aggregate cash outlay for their shares constitutes the single largest use of funds in the transaction.
2. Estimated transaction expenses: $185,000,000. This figure encompasses advisory fees (including fees payable to Osprey Bancroft & Co. as buyer's financial advisor, and to Brightwater National Bank and Pinnacle Capital Markets as Target's financial advisors), legal fees (including fees payable to Drummond & Fenwick LLP, to Ridgeway Phelps & Sato LLP as Target's counsel, and to Winthrop & Hale LLP as lenders' counsel), financing fees and original issue discount on the Term Loan B, directors' and officers' insurance tail premiums, representation and warranty insurance premiums (including the $13,600,000 premium payable to Northfield Assurance Ltd. under Policy No. NFA-TRI-2024-00487), regulatory filing fees (HSR Act, UK Competition and Markets Authority), proxy solicitation expenses, and other customary costs. We note that the precise breakdown of transaction expenses will be finalized in the funds flow memorandum to be prepared approximately five business days prior to closing.
3. Existing Cloudium indebtedness to be repaid at closing: $820,000,000. This amount consists of $620,000,000 outstanding under the existing term loan and $200,000,000 drawn under the existing revolving credit facility. Both facilities are governed by the Credit Agreement dated March 15, 2021, among Cloudium Technologies plc, as borrower, Atlas Commercial Lending Corp., as administrative agent, and the lenders party thereto. The Merger Agreement requires payoff in full of all existing indebtedness at closing. Payoff letters are expected to be delivered by Atlas Commercial Lending Corp. no later than three business days prior to the closing date.
The sum of these components — $6,183,944,048 plus $185,000,000 plus $820,000,000 — equals the total funding requirement of $7,188,944,048.
B. Sources of Funds
The total funding requirement will be satisfied from four principal sources:
1. Term Loan B: $3,740,000,000. The Term Loan B is a seven-year senior secured term loan facility with a maturity date seven years following the closing date, bearing interest at the Secured Overnight Financing Rate (SOFR) plus 325 basis points per annum. Meridian Atlantic Bank, N.A. will serve as administrative agent and lead arranger. The Term Loan B is the single largest source of funds in the transaction and is committed on a "certain funds" basis under the DCL, subject to the customary conditions set forth therein (including the absence of a Company Material Adverse Effect, the accuracy of specified representations, and the perfection of collateral in accordance with the terms of the credit agreement to be entered into at closing).
2. Revolving Credit Facility: $500,000,000 in total capacity, with $0 expected to be drawn at closing. The revolving credit facility is included in the DCL as a committed facility available to the surviving entity following the closing. By not drawing on the revolver at closing, the transaction preserves $500,000,000 of immediately available post-closing liquidity for working capital purposes, seasonal fluctuations, and other general corporate needs. We note, however, that the revolver will be available for drawing at closing if needed to cover any shortfall or incremental expenses; the current funds flow assumes no revolver draw.
3. Equity Contribution from Fund VI: $2,832,888,096. This is the amount committed by Fund VI under the ECL and constitutes the subject of the detailed analysis set forth in Section III of this memorandum. The equity contribution includes $425,000,000 sourced from Solara Digital Co-Invest VI-A LP (the "Co-Invest Vehicle"), a co-investment vehicle established for Fund VI's limited partners. The Co-Invest Vehicle's obligation to fund is governed by the separate Co-Investment Agreement but is backstopped by Fund VI under the terms of the ECL, as discussed further below.
4. Rollover Equity: $616,055,952 in the aggregate, contributed by two rollover participants:
• Jonathan Hargrove (CEO of Cloudium): Mr. Hargrove will roll over 50% of his 7,736,400 shares, representing 3,868,200 shares with a per-share value of $36.92, for an aggregate rollover equity contribution of approximately $142,814,544. The remaining 50% of his shares (3,868,200 shares) will be cashed out in the merger.
• Pinnacle Growth Ventures LLC: Pinnacle will roll over 60% of its 21,367,200 shares, representing 12,820,320 shares with a per-share value of $36.92, for an aggregate rollover equity contribution of approximately $473,241,408. The remaining 40% of its shares (8,546,880 shares) will be cashed out in the merger.
Reconciliation. The sum of the four sources — $3,740,000,000 (Term Loan B) plus $2,832,888,096 (equity contribution from Fund VI) plus $616,055,952 (rollover equity) — equals the total funding requirement of $7,188,944,048. This reconciliation confirms that the financing package, if fully funded, is sufficient to satisfy all uses of funds at closing with no shortfall.
C. Interplay of Equity Commitment Letter with Debt Commitment Letter
The ECL covers the residual funding need after the Term Loan B draw and the rollover contributions are taken into account. In this sense, the equity contribution functions as the "last dollar in" — the amount of cash (exclusive of rollover equity, which is a non-cash contribution) that Fund VI must deliver to Merger Sub at closing after the debt financing has been drawn. The sizing of the equity commitment at $2,832,888,096 reflects the negotiated capital structure in which the transaction is funded with approximately 52.0% senior secured debt (the Term Loan B), 39.4% sponsor equity (including co-investment), and 8.6% rollover equity.
The revolving credit facility ($500,000,000 capacity) is not expected to be drawn at closing, thereby preserving the surviving entity's post-closing liquidity position. This is a deliberate structuring decision to ensure adequate working capital flexibility immediately following the transaction.
Leverage Analysis. The closing-date leverage profile, based on the Term Loan B draw of $3,740,000,000, is as follows:
• Based on Cloudium's last-twelve-months ("LTM") EBITDA of $405,000,000: Total leverage of approximately 9.24x ($3,740,000,000 ÷ $405,000,000).
• Based on pro forma adjusted EBITDA of $515,000,000 (which includes $110,000,000 of run-rate cost synergies identified by the Solara operating team): Total leverage of approximately 7.26x ($3,740,000,000 ÷ $515,000,000). We note that the pro forma leverage figure declines further to approximately 6.91x when calculated on the basis of pro forma adjusted EBITDA and net of the $175,000,000 of estimated unrestricted cash on Cloudium's balance sheet at closing.
The credit agreement to be entered into at closing is expected to include a total net leverage covenant of 6.50:1.00, tested on a pro forma adjusted EBITDA basis. Based on the current projections, the surviving entity is expected to be in compliance with this covenant at closing and through the first several fiscal quarters following the transaction. However, the leverage analysis is sensitive to the achievement of the $110,000,000 run-rate synergy assumption, and any shortfall in realized synergies could narrow the cushion under the covenant. This issue is being monitored by the Solara operating team and is outside the scope of this memorandum, but we flag it here for completeness.
III. Equity Commitment Letter — Detailed Analysis
This Section provides a detailed analysis of the material terms of the ECL, based on the January 12, 2024 execution-form draft.
A. Parties
Committing Party. The committing party under the ECL is Solara Digital Infrastructure Fund VI LP ("Fund VI"), a Delaware limited partnership (EIN: 87-4523190). Fund VI is a 2022-vintage infrastructure-focused private equity fund with $12.4 billion in committed capital from institutional limited partners, including public pension funds, sovereign wealth funds, endowments, and insurance companies. Fund VI's general partner is Solara Fund VI GP LLC, a Delaware limited liability company. The ultimate sponsor is Solara Digital Infrastructure LP ("SDILP"), a Delaware limited partnership with approximately $38 billion in assets under management across six flagship funds and various co-investment vehicles. SDILP is headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. The Managing Partners of SDILP are Marcus Elliston (Founder & Managing Partner) and Priya Narasimhan (Co-Managing Partner & Chief Investment Officer).
Beneficiary. The beneficiary of the ECL is Stratos Merger Sub Inc. ("Merger Sub"), a Delaware corporation incorporated on January 8, 2024 (Delaware File No. 7923841), with its registered office at 1209 Orange Street, Wilmington, Delaware 19801 (c/o Crowne Albany Corporation, as registered agent). Merger Sub is a wholly owned subsidiary of Fund VI, and its sole stockholder is Fund VI. Merger Sub was formed solely for the purpose of effectuating the reverse triangular merger contemplated by the Merger Agreement and has not conducted any business activities, incurred any liabilities, or acquired any assets other than in connection with the transactions contemplated by the Merger Agreement. Upon consummation of the merger, Merger Sub will merge with and into Cloudium and will cease to exist, with Cloudium surviving as a wholly owned subsidiary of Fund VI.
B. Commitment Amount
The aggregate commitment amount under the ECL is $2,832,888,096. This amount is derived as follows:
• Total funding requirement: $7,188,944,048
• Less: Term Loan B draw: ($3,740,000,000)
• Less: Total rollover equity: ($616,055,952)
• Equals: Required equity contribution from Fund VI: $2,832,888,096
The commitment amount represents approximately 41.6% of the total funding requirement of $7,188,944,048 and approximately 41.7% of the headline deal value of $6,800,000,000. From a fund-level perspective, the commitment represents approximately 22.8% of Fund VI's $12.4 billion in committed capital, which is well within the typical range for a single investment by a fund of this vintage and size, and is consistent with Fund VI's concentration limits as set forth in the Fund VI limited partnership agreement (which permit single investments of up to 25% of committed capital, with LPAC notification required for investments exceeding 20%).
Co-Investment Component. The commitment amount includes $425,000,000 sourced from Solara Digital Co-Invest VI-A LP (the "Co-Invest Vehicle"), a separate Delaware limited partnership whose general partner is Solara Fund VI GP LLC (the same entity that serves as general partner of Fund VI). The Co-Invest Vehicle was established for the purpose of providing Fund VI's limited partners with co-investment opportunities in selected Fund VI portfolio investments. The $425,000,000 co-investment is subscribed under a separate Co-Investment Agreement (execution version dated January 22, 2024) and is structured as a subset of the total $2,832,888,096 equity contribution — that is, the co-investment is included within, and not additive to, the total commitment amount. Importantly, as discussed in Section III.I below, Fund VI's obligation under the ECL encompasses the full $2,832,888,096 regardless of whether the Co-Invest Vehicle funds its portion, thereby eliminating co-investor funding risk from the perspective of Merger Sub and Cloudium.
C. Purpose and Use of Funds
The ECL specifies that the equity contribution may be used solely for the following purposes:
1. Merger consideration. Funding the cash portion of the merger consideration payable to non-rolling stockholders of Cloudium at the effective time of the merger.
2. Transaction expenses. Funding estimated transaction expenses of $185,000,000, inclusive of all advisory, legal, financing, insurance, regulatory, and solicitation costs incurred in connection with the transactions contemplated by the Merger Agreement.
3. Payoff of existing indebtedness. Funding the payoff of Cloudium's existing indebtedness of $820,000,000 outstanding under the Credit Agreement dated March 15, 2021, with Atlas Commercial Lending Corp. as administrative agent, as required by the terms of the Merger Agreement.
4. Escrow deposit. Funding the $544,000,000 escrow deposit (representing 8% of the headline deal value) to be deposited with Cobalt Trust Company, N.A. as escrow agent, in connection with the representation and warranty insurance program and the indemnification provisions of the Merger Agreement.
Any excess funds remaining after application to the foregoing purposes will be retained as balance-sheet cash of the surviving entity following the closing. The ECL includes a standard restriction prohibiting the use of the equity contribution for any purpose other than those specified above, which is consistent with market practice and ensures that the funds are applied exclusively to the consummation of the transaction.
D. Conditions to Funding
The ECL provides that Fund VI's obligation to fund the equity contribution is subject to the satisfaction or waiver of all conditions to Merger Sub's obligation to consummate the closing under the Merger Agreement. Specifically, the ECL incorporates by reference the conditions set forth in Article VII of the Merger Agreement, which include the following:
• Accuracy of representations and warranties. Cloudium's representations and warranties set forth in the Merger Agreement must be true and correct as of the date of the Merger Agreement and as of the closing date (subject to a bring-down standard that includes a materiality qualifier and a "Company Material Adverse Effect" standard for purposes of the bring-down, as defined in Section 1.1 of the Merger Agreement).
• Compliance with covenants. Cloudium must have performed and complied in all material respects with its pre-closing covenants and obligations under the Merger Agreement, including the interim operating covenants set forth in Section 5.1 of the Merger Agreement (which restrict Cloudium from taking certain actions outside the ordinary course of business between signing and closing without the prior written consent of Fund VI).
• Regulatory approvals. All required regulatory approvals must have been obtained, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") and Phase 1 clearance from the United Kingdom Competition and Markets Authority (the "CMA"). As discussed below, the HSR filing is expected to be made on February 9, 2024, and the CMA filing on February 12, 2024.
• No injunction or order. No governmental authority shall have enacted, issued, promulgated, or entered any law, order, injunction, judgment, or decree that is in effect and that prohibits, restrains, or makes illegal the consummation of the merger.
• Closing deliverables. Cloudium must have delivered all required closing deliverables, including officer's certificates, secretary's certificates, good standing certificates, payoff letters, and other customary documents.
SunGard Conditionality. The ECL is structured on a "SunGard conditionality" basis, meaning that the conditions to Fund VI's funding obligation under the ECL mirror precisely the conditions to Merger Sub's closing obligation under the Merger Agreement. The ECL contains no separate or additional conditions beyond those set forth in Article VII of the Merger Agreement. This is consistent with current market practice for sponsor-backed acquisitions and reflects the expectation of Target's board and counsel that the equity financing will be available whenever the buyer is obligated to close under the Merger Agreement.
The alignment of ECL conditions with Merger Agreement conditions is critical. Any divergence — for example, a separate material adverse change condition or a separate due diligence condition in the ECL that does not appear in the Merger Agreement — could create a gap in which Merger Sub is obligated to close under the Merger Agreement but Fund VI is not obligated to fund under the ECL. Such a gap would undermine closing certainty and would be expected to be resisted by the Target and its counsel. We have confirmed that no such gap exists in the current drafts.
E. Termination
The ECL terminates automatically upon the earliest to occur of the following events:
1. Closing. The ECL terminates upon the consummation of the merger and the funding of the full equity commitment amount, at which point Fund VI's obligation under the ECL has been fully performed.
2. Valid termination of the Merger Agreement. If the Merger Agreement is validly terminated in accordance with its terms (whether by mutual consent, by either party due to the failure to close by the Outside Date, or by either party for any other reason specified in Article VIII of the Merger Agreement), the ECL terminates concurrently.
3. Payment of the reverse termination fee. If the reverse termination fee of $374,000,000 becomes payable by Merger Sub to Cloudium under the Merger Agreement and is paid in full, the ECL terminates, as the transaction will not proceed to closing.
4. Outside Date. The ECL terminates on June 30, 2024 (the "Outside Date" as defined in the Merger Agreement), subject to any extension of the Outside Date agreed to by the parties to the Merger Agreement.
Upon termination of the ECL, Fund VI has no further obligation to fund the equity contribution, and no party has any further rights or obligations under the ECL, except for those provisions that by their terms survive termination (including confidentiality, governing law, and jurisdiction provisions).
F. No Third-Party Beneficiary Rights
The ECL is made solely for the benefit of Merger Sub, as the entity that will receive the equity contribution from Fund VI. Critically, Cloudium Technologies plc is not a direct beneficiary of the ECL and cannot enforce the ECL directly against Fund VI. This is a fundamental structural feature of the equity commitment framework in sponsor-backed leveraged buyouts: the target's remedy for a failure of the equity commitment is not a direct claim under the ECL, but rather (a) the Limited Guarantee (discussed in Section IV below), which provides Cloudium with a direct contractual claim against the Guarantor (Solara Fund VI GP LLC), and (b) specific performance of the Merger Agreement (to the extent available under Section 10.12 of the Merger Agreement), which permits Cloudium to seek a court order compelling Fund VI to cause the equity financing to be funded and Merger Sub to consummate the closing.
This structure is standard in leveraged buyouts and is consistent with Delaware Court of Chancery precedent regarding the separation of equity commitment obligations from target remedies. The rationale is twofold: first, the ECL is an internal commitment by the sponsor to its acquisition vehicle, and granting the target direct enforcement rights under the ECL would conflate the sponsor's internal funding mechanics with the target's external remedies; second, the Limited Guarantee and specific performance provisions are designed to provide the target with adequate protection without exposing the sponsor's fund to unlimited direct claims by the target.
G. Non-Assignability
The ECL provides that neither party may assign its rights or obligations under the ECL without the prior written consent of the other party, subject to a single exception: Fund VI may assign its obligation to fund all or a portion of the equity contribution to an affiliate (including the Co-Invest Vehicle), provided that Fund VI remains primarily liable for the full commitment amount notwithstanding any such assignment. This exception is necessary to accommodate the co-investment structure, under which the Co-Invest Vehicle will fund $425,000,000 of the total equity commitment. The retention of primary liability by Fund VI ensures that any assignment to the Co-Invest Vehicle or another affiliate does not diminish the strength of the equity commitment from the perspective of Merger Sub or, indirectly, Cloudium.
H. Governing Law
The ECL is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules that would cause the application of the laws of any other jurisdiction. The parties have consented to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware) for any disputes arising out of or relating to the ECL. This choice of forum is consistent with the governing law and jurisdiction provisions of the Merger Agreement and the Limited Guarantee, ensuring that all disputes arising from the transaction and its financing documents are resolved in the same forum.
I. Co-Investment Mechanics
The Co-Investment Agreement (execution version dated January 22, 2024) governs the $425,000,000 co-investment from Solara Digital Co-Invest VI-A LP. The Co-Invest Vehicle is a separate Delaware limited partnership whose general partner is Solara Fund VI GP LLC (the same entity that serves as general partner of Fund VI), and its limited partners consist of a subset of Fund VI's institutional limited partners who have elected to participate in the co-investment opportunity.
The Co-Invest Vehicle's obligation to fund its $425,000,000 share of the equity contribution is backstopped by Fund VI. Specifically, the ECL provides that if the Co-Invest Vehicle fails to fund all or any portion of its $425,000,000 commitment by the funding deadline, Fund VI is obligated to cover the shortfall from its own uncalled commitments, such that the aggregate equity contribution of $2,832,888,096 is delivered to Merger Sub at closing regardless of the Co-Invest Vehicle's performance. This backstop provision ensures that neither Merger Sub nor Cloudium is exposed to co-investor funding risk — a point that was specifically negotiated by Target's counsel and that is consistent with market practice in large-cap going-private transactions.
The co-investment is structured as a subset of the total equity contribution, not as an additional source of funds. Accordingly, the co-investment does not increase the total sources available for the transaction beyond the $7,188,944,048 total funding requirement; rather, it allocates a portion of the equity contribution to the Co-Invest Vehicle for the purpose of providing co-investment exposure to Fund VI's limited partners while preserving Fund VI's ultimate funding obligation.
IV. Limited Guarantee — Detailed Analysis
This Section provides a detailed analysis of the material terms of the Limited Guarantee, based on the January 12, 2024 execution-form draft.
A. Parties
Guarantor. The guarantor under the Limited Guarantee is Solara Fund VI GP LLC, a Delaware limited liability company. As noted above, the Guarantor is the general partner of both Fund VI and the Co-Invest Vehicle. The Guarantor was organized under the Delaware Limited Liability Company Act and is managed by its sole member, Solara Digital Infrastructure LP (the ultimate sponsor entity). The selection of the fund-level GP — rather than the ultimate sponsor entity or the management company — as the guarantor is a deliberate structural choice designed to limit the recourse available to the Target to the fund-level GP entity, as discussed further in Section VII.C below.
Guaranteed Party / Beneficiary. The beneficiary of the Limited Guarantee is Cloudium Technologies plc, 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 U.S. headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103. Cloudium's board of directors is chaired by Douglas Pemberton (independent non-executive director). Cloudium's executive management team includes Jonathan Hargrove (Chief Executive Officer), Sienna Whitfield (Chief Financial Officer), and Nadia Chowdhury (General Counsel and Corporate Secretary). We note that Mr. Hargrove, as a rollover participant, has separately engaged personal counsel (Severin & Calloway LLP) in connection with his negotiation of the Rollover Agreement and related management equity arrangements.
B. Guaranteed Amount
The Limited Guarantee is subject to an aggregate cap on the Guarantor's liability of $246,000,000, consisting of the following two components:
• $221,000,000 — maximum exposure in respect of the reverse termination fee. This amount equals 3.25% of the $6,800,000,000 deal value and corresponds to the termination fee payable by Cloudium to Fund VI under the Merger Agreement in the event of a Target-side termination (e.g., to accept a superior proposal).
• $25,000,000 — maximum exposure for Cloudium's reasonable out-of-pocket enforcement costs, including attorneys' fees, expert fees, and other costs incurred by Cloudium in enforcing its rights under the Limited Guarantee.
Relationship to Reverse Termination Fee. An important distinction must be clearly understood. The reverse termination fee payable by Merger Sub to Cloudium under Section 8.3 of the Merger Agreement is $374,000,000 (5.5% × $6,800,000,000). The Limited Guarantee does not cover the full amount of the reverse termination fee. Rather, the Guarantor's liability under the Limited Guarantee is capped at $246,000,000, of which $221,000,000 is allocable to the reverse termination fee component. The $221,000,000 figure equals the termination fee payable by Cloudium (3.25% × $6,800,000,000), not the reverse termination fee payable by Merger Sub (5.5% × $6,800,000,000).
This asymmetry was negotiated by the parties. Solara's position, which the Target has accepted, is that Fund VI's assets backstop the full $374,000,000 reverse termination fee obligation, and the Limited Guarantee serves as an additional layer of credit enhancement — not a cap on the total amount of Merger Sub's or Fund VI's liability under the Merger Agreement. The Guarantor's personal liability is limited to the guarantee cap because the Guarantor is a special-purpose entity (the fund-level GP) and the parties have agreed that the Target's recourse against the sponsor ecosystem should be limited. The full $374,000,000 remains payable by Merger Sub, and the Target may pursue Merger Sub's assets (including any equity contribution already funded) for the full amount; the Limited Guarantee merely provides an additional direct claim against the Guarantor for a lesser amount.
We note that this structure — in which the limited guarantee cap is set at a level below the full reverse termination fee — is within the range of market practice for large-cap going-private transactions, although it is less favorable to the target than structures in which the guarantee covers the full reverse termination fee amount. The negotiating dynamic is discussed further in Section V.C below.
C. Guaranteed Obligations
The Limited Guarantee is a "limited" guarantee in the most precise sense: it covers only the following obligations of Merger Sub and/or Fund VI under the Merger Agreement:
1. Reverse termination fee. Payment of the reverse termination fee under Section 8.3 of the Merger Agreement, up to a maximum of $221,000,000.
2. Enforcement costs. Reimbursement of Cloudium's reasonable out-of-pocket enforcement costs incurred in enforcing the Limited Guarantee, up to a maximum of $25,000,000.
The Limited Guarantee does not cover:
• The equity commitment itself ($2,832,888,096) or any obligation of Fund VI under the ECL;
• Specific performance of the obligation to consummate the closing;
• Any obligation under the Merger Agreement or any ancillary document other than the reverse termination fee and enforcement costs;
• Any damages, losses, or other monetary relief arising from the transaction, other than as expressly covered above.
This limited scope is a defining feature of the guarantee structure. The Limited Guarantee caps the Target's monetary recovery against the sponsor entity for a buyer-side failure to close. The Target's recourse for non-closing is the reverse termination fee (payable by Merger Sub), the Limited Guarantee (payable by the Guarantor up to the cap), and/or specific performance (to the extent available). The Target cannot pursue the Guarantor or its affiliates for damages or other monetary relief beyond the guarantee cap, except in the case of fraud.
D. Nature of the Guarantee — Guarantee of Payment, Not Collection
The Limited Guarantee is structured as a guarantee of payment rather than a guarantee of collection. This distinction, while sometimes overlooked, is of considerable practical and legal significance.
Under a guarantee of collection, the beneficiary would be required to first exhaust its remedies against the primary obligor (Merger Sub and/or Fund VI) before pursuing the guarantor. This would impose on Cloudium the burden of obtaining a judgment against Merger Sub, executing on that judgment, and demonstrating that Merger Sub's assets are insufficient to satisfy the obligation — a process that could be time-consuming, costly, and uncertain.
By contrast, under a guarantee of payment, Cloudium may proceed directly against the Guarantor (Solara Fund VI GP LLC) without first pursuing Merger Sub or Fund VI. If the reverse termination fee becomes payable and is not paid by Merger Sub, Cloudium may immediately demand payment from the Guarantor under the Limited Guarantee, and may bring suit against the Guarantor without any obligation to exhaust other remedies first. This structure provides Cloudium with a more efficient and direct path to recovery and is consistent with the expectations of the Target's board regarding the enforceability of the equity backstop.
This distinction is well-established under Delaware law and is recognized by the Uniform Commercial Code (to the extent applicable by analogy). Delaware courts have consistently respected the distinction between guarantees of payment and guarantees of collection, and have enforced the terms of the guarantee as written. The guarantee of payment structure in the current draft is clear and unambiguous, and we do not anticipate any challenge to its enforceability on this basis.
E. Conditions and Triggers
The Limited Guarantee becomes payable if and when the reverse termination fee becomes payable under Section 8.3 of the Merger Agreement. The reverse termination fee is triggered by a valid termination of the Merger Agreement by Cloudium in the following circumstances:
1. Buyer's willful breach. If the Merger Agreement is terminated by Cloudium due to a willful and material breach by Merger Sub or Fund VI of any of their representations, warranties, covenants, or obligations under the Merger Agreement, and such breach is the proximate cause of the failure of the conditions to closing to be satisfied.
2. Failure to close (financing failure). If Merger Sub fails to consummate the closing at the time required under the Merger Agreement when all conditions to closing set forth in Article VII have been satisfied or waived (other than those conditions that by their nature are to be satisfied at closing, each of which is capable of being satisfied), and Cloudium has irrevocably confirmed that it is ready, willing, and able to consummate the closing.
3. Other triggering events. Other events specified in Section 8.3 of the Merger Agreement as giving rise to the reverse termination fee obligation, including certain terminations following a Buyer Intervening Event (as defined in the Merger Agreement).
The Limited Guarantee is not triggered by termination events where the termination fee (payable by Cloudium to Fund VI) applies. Those events — which include Cloudium's termination of the Merger Agreement to accept a superior proposal and certain terminations following a change in Cloudium board recommendation — give rise to a payment obligation running from Cloudium to Fund VI, not from Merger Sub to Cloudium, and accordingly do not implicate the Limited Guarantee.
F. Enforcement Mechanics
In the event the Limited Guarantee is triggered, Cloudium's enforcement rights are as follows:
• Direct suit. Cloudium may bring a direct action against the Guarantor (Solara Fund VI GP LLC) in the Court of Chancery of the State of Delaware for payment of the guaranteed obligations, without any requirement to first exhaust remedies against Merger Sub, Fund VI, or any other person.
• No requirement to exhaust other remedies. Consistent with the guarantee of payment structure, Cloudium is not required to pursue, obtain, or foreclose upon any collateral, exercise any remedies against Merger Sub or Fund VI, or take any other action as a precondition to enforcement of the Limited Guarantee.
• Enforcement cost cap. The $25,000,000 enforcement cost cap covers reasonable attorneys' fees, expert fees, and other out-of-pocket expenses incurred by Cloudium in connection with the enforcement of the Limited Guarantee. This cap is separate from, and in addition to, the $221,000,000 cap on the reverse termination fee component, such that the total aggregate cap is $246,000,000. We note that the enforcement cost cap may be insufficient in a protracted or contested enforcement action, although $25,000,000 represents a meaningful allowance for such costs and is consistent with market practice.
Practical Consideration Regarding Guarantor Assets. We note that Solara Fund VI GP LLC's assets consist primarily of its general partner interest in Fund VI. The general partner interest itself may have limited market value independent of the management fees, carried interest, and other economic entitlements associated with managing Fund VI. However, the Limited Guarantee represents a direct contractual obligation of the Guarantor, and Cloudium may enforce the guarantee against any and all assets of the Guarantor — including the general partner interest, any cash or other assets held by the Guarantor, and any proceeds from the exercise of the general partner interest. In practice, the Guarantor's ability to satisfy its obligations under the Limited Guarantee will depend on its ability to make capital calls on Fund VI's limited partners (in its capacity as general partner) or to otherwise access Fund VI's assets. The fund-level GP's authority to make capital calls is governed by the Fund VI limited partnership agreement, which grants the GP broad authority to call capital for fund obligations, including indemnification and guarantee obligations.
G. Termination
The Limited Guarantee terminates upon the earliest to occur of the following events:
1. Closing. The Limited Guarantee terminates upon consummation of the merger, at which point the merger consideration has been paid and the guarantee is no longer needed.
2. Termination of the Merger Agreement (no RTF payable). If the Merger Agreement is terminated in circumstances where no reverse termination fee is payable (e.g., termination by mutual consent, termination by either party due to a failure to obtain regulatory approval, or termination by Fund VI/Merger Sub for a Target breach), the Limited Guarantee terminates concurrently, as there is no underlying obligation for the guarantee to support.
3. Payment in full. If the guaranteed obligations have been paid in full (i.e., the reverse termination fee has been paid by Merger Sub or the Guarantor, and all enforcement costs have been reimbursed), the Limited Guarantee terminates.
4. Outside Date. The Limited Guarantee terminates on June 30, 2024 (the Outside Date), provided that no claim under the Limited Guarantee is then pending. If a claim is pending on the Outside Date, the Limited Guarantee continues in effect solely with respect to such pending claim until the final resolution thereof.
H. Exclusivity of Remedy
The Limited Guarantee includes a comprehensive "exclusive remedy" provision that is central to the risk allocation framework of the transaction. Specifically:
• The Limited Guarantee is intended to be Cloudium's sole and exclusive monetary remedy against the Guarantor and its affiliates — including Solara Digital Infrastructure LP, Fund VI, the Co-Invest Vehicle, and their respective limited partners, members, managers, officers, directors, employees, agents, and representatives — in the event of a buyer-side failure to close.
• There shall be no "piercing" beyond the $246,000,000 cap. The aggregate liability of the Guarantor under the Limited Guarantee shall not exceed $246,000,000 under any circumstances, regardless of the theory of recovery (contract, tort, equity, or otherwise).
• Cloudium has waived any right to seek damages, losses, or other monetary relief against the Guarantor or any of its affiliates in excess of the guarantee cap. This waiver extends to claims for consequential, incidental, special, punitive, or exemplary damages, as well as lost profits, diminution in value, and other forms of relief that might otherwise be available at law or in equity.
• Fraud exception. The exclusive remedy provision and the cap on liability do not apply in the case of fraud. If the Guarantor commits fraud in connection with the Limited Guarantee or the Merger Agreement, Cloudium's remedies are not limited by the guarantee cap, and Cloudium may pursue all available remedies at law or in equity. The fraud exception is narrowly defined in the Limited Guarantee to mean actual and intentional fraud (as distinguished from constructive fraud or negligent misrepresentation), which is consistent with Delaware law and market practice.
This exclusive remedy framework is consistent with the deal structure's fundamental objective of limiting the Target's recourse to the reverse termination fee and the Limited Guarantee in the event of a buyer-side failure, rather than exposing the full fund (or the sponsor platform) to potentially unlimited claims by the Target. The framework is well-established in sponsor-backed going-private transactions and has been upheld by the Delaware Court of Chancery in numerous precedents.
I. Governing Law and Jurisdiction
The Limited Guarantee is governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules. The parties have consented to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if that court declines jurisdiction, the Superior Court of the State of Delaware or the United States District Court for the District of Delaware). This is consistent with the governing law and forum selection provisions of the ECL and the Merger Agreement.
V. Interplay Between ECL, Limited Guarantee, and Merger Agreement Remedies
The ECL, the Limited Guarantee, and the remedies provisions of the Merger Agreement are designed to function as an integrated framework that allocates risk between the buyer side and the seller side of the transaction. This Section analyzes the interplay among these instruments and the options available to Cloudium in the event of a buyer-side failure to close.
A. Target's Remedies Framework
Cloudium's remedies in the event that Merger Sub / Fund VI fails to consummate the closing when obligated to do so are as follows:
Before Closing (Pre-Termination):
1. Specific performance. Under Section 10.12 of the Merger Agreement, Cloudium may seek an order of the Court of Chancery of the State of Delaware compelling Solara / Fund VI to cause the equity financing to be funded under the ECL and to cause Merger Sub to consummate the merger at the closing. This right of specific performance is discussed in detail in Section V.B below.
2. Reverse termination fee. If the Merger Agreement is terminated by Cloudium in circumstances that trigger the reverse termination fee under Section 8.3 of the Merger Agreement, Merger Sub is obligated to pay Cloudium $374,000,000 as liquidated damages. This amount is payable by Merger Sub (not Fund VI), although Fund VI's assets (to the extent contributed to Merger Sub) would be available to satisfy the payment.
3. Limited Guarantee. If the reverse termination fee is payable and Merger Sub does not pay, Cloudium may enforce the Limited Guarantee against Solara Fund VI GP LLC for up to $246,000,000 (consisting of up to $221,000,000 in respect of the reverse termination fee and up to $25,000,000 in respect of enforcement costs).
Election of Remedies. The Merger Agreement requires Cloudium to elect between specific performance and the reverse termination fee — Cloudium cannot pursue both simultaneously. This election-of-remedies provision is designed to prevent the Target from seeking to force the deal to close while simultaneously seeking monetary damages for the buyer's failure to close. As a practical matter, the election is typically exercised based on the Target's assessment of (i) whether the transaction can realistically be completed (favoring specific performance) or (ii) whether the transaction is irretrievably broken and the Target's best option is to recover the reverse termination fee and pursue alternative transactions (favoring the RTF).
If Cloudium elects the reverse termination fee and receives payment in full, the Merger Agreement provides that such payment constitutes liquidated damages and Cloudium's sole and exclusive monetary remedy against Merger Sub, Fund VI, the Guarantor, and their respective affiliates (subject to the fraud exception). This liquidated damages provision forecloses any claim by Cloudium for actual damages, expectation damages, or any other form of monetary relief in excess of the reverse termination fee.
B. Specific Performance Analysis
The Merger Agreement includes a specific performance provision in Section 10.12 that permits Cloudium to seek an order of the Court of Chancery compelling Fund VI and Merger Sub to consummate the closing. Specifically, Cloudium may seek an order requiring Fund VI to:
• Cause the equity financing to be funded under the ECL (i.e., to deliver the $2,832,888,096 equity contribution to Merger Sub); and
• Cause Merger Sub to consummate the closing of the merger in accordance with the terms of the Merger Agreement.
This is the so-called "equity funding specific performance" right — a provision that has become standard in sponsor-backed going-private transactions and that provides the target with the ability to compel the sponsor to fund its equity commitment and close the deal, rather than limiting the target's remedy to a monetary payment (the reverse termination fee).
Conditions to Cloudium's Exercise of Specific Performance. The Merger Agreement imposes several conditions on Cloudium's right to seek specific performance:
1. All conditions to Merger Sub's obligation to close under Article VII of the Merger Agreement must have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing itself, each of which must be capable of being satisfied at the closing).
2. The debt financing must be available to be funded at closing (i.e., all conditions to the lenders' funding obligations under the DCL must have been satisfied or waived, and the lenders must be prepared to fund the Term Loan B), or the marketing period specified in the Merger Agreement must have been completed.
3. Cloudium must have irrevocably confirmed in writing to Merger Sub and Fund VI that it is ready, willing, and able to consummate the closing if specific performance is granted.
Delaware Law Support. Delaware law supports the enforceability of specific performance provisions in merger agreements, particularly in the context of sponsor-backed going-private transactions. The Delaware Court of Chancery has granted specific performance in several prominent cases involving buyer-side failures to close, recognizing that (i) the merger agreement expressly provides for specific performance as a remedy; (ii) money damages would be inadequate to compensate the target for the loss of the transaction (given the unique nature of the target's business, the disruption caused by a failed transaction, and the difficulty of calculating damages with reasonable certainty); and (iii) the balance of equities favors enforcement of the parties' bargain as expressed in the merger agreement. The availability of specific performance in the current transaction is consistent with this well-established line of Chancery precedent.
We note that the practical effectiveness of specific performance depends on the ability of the court's order to be enforced — i.e., on the existence of assets or mechanisms through which Fund VI can be compelled to deliver the equity contribution. In this regard, Fund VI's $12.4 billion in committed capital and the GP's authority to make capital calls provide a sufficient basis for enforcement, as the court can order Fund VI (through its GP) to call capital from its limited partners to fund the equity commitment.
C. Reverse Termination Fee vs. Termination Fee
The Merger Agreement includes both a reverse termination fee (payable by the buyer side in the event of a buyer-side failure) and a termination fee (payable by the target side in the event of a target-side termination), as follows:
• Reverse Termination Fee (Buyer's breach): $374,000,000, representing 5.5% of the $6,800,000,000 deal value. Payable by Merger Sub to Cloudium upon a valid termination of the Merger Agreement by Cloudium due to the buyer's willful breach, failure to close when all conditions are satisfied, or other triggering events specified in Section 8.3.
• Termination Fee (Target's breach / superior proposal): $221,000,000, representing 3.25% of the $6,800,000,000 deal value. Payable by Cloudium to Fund VI upon a valid termination of the Merger Agreement by Cloudium to accept a superior proposal, or by Fund VI due to a change in Cloudium board recommendation, or in other circumstances specified in Section 8.2.
The asymmetry between the reverse termination fee (5.5%) and the termination fee (3.25%) is consistent with market practice for large-cap going-private transactions. The higher reverse termination fee compensates the target for the economic harm and disruption caused by a failed transaction — including the loss of the transaction premium, employee attrition, customer uncertainty, and the potential impairment of the target's competitive position — and provides a financial deterrent against buyer-side walk-aways. The lower termination fee reflects the target's option value in retaining the ability to accept a superior proposal, subject to the fiduciary duties of the target's board.
Limited Guarantee Coverage Gap. As noted above, the Limited Guarantee covers only $221,000,000 of the $374,000,000 reverse termination fee (plus $25,000,000 of enforcement costs). The $221,000,000 figure was set at the level of the target termination fee, creating a degree of symmetry between the amount that the target would owe in a target-side termination and the amount that the guarantor would owe in a buyer-side termination. The remaining $153,000,000 difference ($374,000,000 less $221,000,000) between the full reverse termination fee and the guarantee cap is recoverable only from Merger Sub and/or Fund VI's assets — it is not covered by the Limited Guarantee. Merger Sub and Fund VI remain liable for the full $374,000,000 reverse termination fee, but the Guarantor's personal liability is capped at $246,000,000 (inclusive of $25,000,000 enforcement costs). The distinction between these two amounts should be clearly understood by all parties and is reflected in the scenario analysis set forth in Section VII.D below.
VI. Delaware Law Considerations
This Section addresses the key Delaware law considerations bearing on the enforceability of the ECL and the Limited Guarantee.
A. Enforceability of the ECL
Under Delaware law, an equity commitment letter is a binding contractual obligation, enforceable in accordance with its stated terms and subject to its stated conditions. The Delaware Court of Chancery has consistently enforced equity commitment letters in the going-private context, treating them as binding agreements that impose a legal obligation on the committing party to fund the specified amount upon satisfaction of the stated conditions. The ECL in this transaction is expected to be enforceable under Delaware law, subject to the following key considerations:
• Authorization. The ECL must be duly authorized by the general partner of Fund VI (Solara Fund VI GP LLC). We have confirmed with the Solara team that resolutions of Solara Fund VI GP LLC authorizing the execution and delivery of the ECL, and approving the commitment of up to $2,832,888,096 of Fund VI capital to the Cloudium acquisition, are being prepared and will be adopted on or before the signing date of January 22, 2024. The adoption of these resolutions is a condition to our opinion that the ECL has been duly authorized.
• SunGard Conditionality. As discussed above, the ECL's conditions are appropriately aligned with the Merger Agreement's conditions. There are no separate "outs," market flex provisions, or additional conditions in the ECL that could create a gap between the buyer's closing obligation and the sponsor's funding obligation. This alignment is important from a Delaware law perspective because the Court of Chancery has scrutinized equity commitment letters for conditions that could allow the sponsor to avoid funding when the buyer is otherwise obligated to close.
• No Material Adverse Change Condition. The ECL does not contain a standalone material adverse change or material adverse effect condition. The only MAC/MAE condition is the one contained in Article VII of the Merger Agreement (as incorporated by reference into the ECL). This is consistent with SunGard conditionality principles and eliminates the risk of a separate MAC/MAE determination at the ECL level.
B. Enforceability of the Limited Guarantee
Limited guarantees are routinely enforced by the Delaware Court of Chancery and are well-established instruments in the Delaware M&A landscape. The key Delaware law considerations bearing on the enforceability of the Limited Guarantee in this transaction are as follows:
• Guarantee of Payment. The guarantee of payment (as opposed to guarantee of collection) structure means that Cloudium need not pursue or exhaust remedies against Merger Sub or Fund VI before enforcing the guarantee against the Guarantor. Delaware law recognizes and enforces this distinction, and the courts will not impose a requirement of exhaustion where the guarantee is by its terms a guarantee of payment.
• Cap on Liability. The $246,000,000 cap on the Guarantor's liability will be respected by Delaware courts as a valid contractual limitation on the Guarantor's obligations. Delaware law strongly favors freedom of contract, and parties are free to limit their contractual obligations by agreement, including through caps on liability, liquidated damages provisions, and exclusive remedy clauses. The Court of Chancery has consistently upheld guarantee caps in the going-private context, declining to impose liability on the guarantor in excess of the agreed cap.
• Exclusive Remedy Provisions. Delaware courts have upheld "exclusive remedy" provisions in limited guarantees that prevent the target from pursuing the sponsor, its affiliates, or their respective limited partners, officers, and directors for amounts in excess of the guarantee cap. These provisions are enforceable as long as they are clearly and unambiguously stated in the guarantee and do not contravene public policy. The exclusive remedy provision in the current draft is clearly stated and is consistent with the formulations that have been upheld in prior Chancery decisions.
• Fraud Carve-Out. The Limited Guarantee includes a standard fraud exception, which provides that the cap on liability and the exclusive remedy provision do not apply in the case of fraud by the Guarantor. Under Delaware law, parties may contract for a fraud carve-out that preserves all available remedies in the event of fraud, notwithstanding any contractual limitations on liability. The fraud exception in the current draft is narrowly defined to cover only actual and intentional fraud (as distinguished from constructive fraud, negligent misrepresentation, or recklessness), which is consistent with prevailing Delaware law and reduces the risk of an expansive judicial interpretation of the fraud exception.
C. Limited Partnership Act Considerations
Fund VI is a Delaware limited partnership governed by the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. ("DRULPA"). Several DRULPA-related considerations are relevant to the ECL and the Limited Guarantee:
• GP Authority. Under DRULPA § 17-403, the general partner of a Delaware limited partnership has the right and power to manage the business and affairs of the partnership, subject to the terms of the partnership agreement. Solara Fund VI GP LLC, as the general partner of Fund VI, has full authority to bind Fund VI to the ECL under the terms of the Fund VI limited partnership agreement (the "LPA"). The LPA delegates all investment decision-making authority to the GP, subject to certain procedural requirements (such as investment committee approval and LP advisory committee notification for investments exceeding specified thresholds).
• LP Consent. Consent of Fund VI's limited partners is not required for the execution and delivery of the ECL or the commitment of Fund VI capital to the Cloudium acquisition. Investment decisions are delegated to the GP under the LPA, and the limited partners have no approval rights with respect to individual investment commitments. However, the Fund VI LPA requires that the GP notify the LP Advisory Committee (the "LPAC") of any single investment that exceeds 20% of committed capital. The $2,832,888,096 equity commitment represents approximately 22.8% of Fund VI's $12.4 billion in committed capital, which exceeds the 20% threshold. Accordingly, LPAC notification is required and should be completed on or before the signing date. We understand from the Solara team that LPAC notification is being prepared and will be delivered prior to January 22, 2024. We note that the LPA requires LPAC notification, not LPAC approval; the LPAC does not have a veto right over individual investment decisions.
• Co-Invest Vehicle. The Co-Invest Vehicle (Solara Digital Co-Invest VI-A LP) is a separate Delaware limited partnership with its own partnership agreement. The Co-Invest Vehicle is managed by Solara Fund VI GP LLC (the same GP as Fund VI), and its limited partners consist of institutional investors who have elec

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