1041-00003 · Solara Digital Infrastructure LP · Opinions

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, New York 10022

July 5, 2024

Matter No.: 1041-00003

To: Opinion File

From: Tiffany Rosenthal, Lead Associate, Mergers & Acquisitions Andrew Fitzpatrick, Working Associate, Mergers & Acquisitions

Reviewed by: Harrison Wexford, Responsible Partner, Mergers & Acquisitions

Re: Legal Opinion Backup Memorandum — Closing Opinions to Be Delivered July 9, 2024 in Connection with the Acquisition of Cloudium Technologies plc by Solara Digital Infrastructure Fund VI LP

Purpose: This memorandum sets forth the factual and legal bases supporting the enforceability and no-violation conclusions in the three closing opinions to be delivered by Calderwood & Harkness LLP on or about July 9, 2024: (1) the enforceability opinion to Meridian Atlantic Bank, N.A. (as Administrative Agent) regarding the Credit Agreement and related loan documents (the "Credit Opinion"); (2) the enforceability opinion to Cobalt Trust Company regarding the Escrow Agreement (the "Escrow Opinion"); and (3) the Delaware law opinion to Cloudium Technologies plc regarding due authorization, valid existence, and enforceability of the buyer's and Merger Sub's obligations under the Merger Agreement (the "Merger Opinion" and, together with the Credit Opinion and the Escrow Opinion, the "Closing Opinions"). This memorandum is prepared for internal use by Calderwood & Harkness LLP and is intended to document the diligence underlying each Closing Opinion. It is protected by the attorney-client privilege and the attorney work product doctrine and should not be disclosed to any third party without the prior written consent of the Responsible Partner.

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I. Introduction and Background

A. Transaction Overview

This memorandum relates to the closing opinions to be delivered in connection with the acquisition by Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI" or "Parent"), of Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales ("Cloudium" or the "Company"), by means of a reverse triangular merger.

The transaction is structured as follows. Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Fund VI ("Merger Sub"), will merge with and into Cloudium, with Cloudium surviving the merger as a wholly owned subsidiary of Fund VI (the "Merger"). At the effective time of the Merger, each outstanding share of Cloudium's common stock (other than shares held by dissenting stockholders, treasury shares, and shares subject to rollover arrangements) will be converted into the right to receive merger consideration of approximately $36.92 per share in cash. Based on 184,200,000 shares of Cloudium common stock outstanding as of the record date, the aggregate deal value is approximately $6,800,000,000.

The Merger is being effected pursuant to an Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP. The Merger Agreement is governed by the laws of the State of Delaware, and the Merger itself is being effected under the Delaware General Corporation Law (the "DGCL").

The scheduled closing date for the Merger is July 9, 2024 (the "Closing Date"). The Certificate of Merger is to be filed with the Secretary of State of the State of Delaware at 11:59 PM Eastern Time on July 9, 2024, at which time the Merger will become effective (the "Effective Time").

Cloudium Technologies plc is a public limited company incorporated under the laws of England and Wales with registered company number 09734521. Cloudium's shares are listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." Cloudium maintains its United States headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103. Cloudium is a provider of cloud-native enterprise resource planning, customer relationship management, and business intelligence software-as-a-service solutions, with operations spanning North America, Europe, and Asia.

The acquisition represents Fund VI's largest platform investment to date and falls squarely within the fund's stated investment mandate, which encompasses enterprise software, cloud infrastructure, data analytics, and SaaS platforms. Fund VI has aggregate committed capital of $12.4 billion (vintage 2022) and is managed by Solara Digital Infrastructure Partners LP ("SDILP") and its affiliated general partner entities.

B. Opinions to Be Delivered

Calderwood & Harkness LLP has been engaged to deliver three separate closing opinions in connection with the transaction, each addressed to a different recipient and covering distinct documents and legal conclusions. The three Closing Opinions are as follows:

Opinion 1 (the "Credit Opinion"): Calderwood & Harkness LLP to Meridian Atlantic Bank, N.A. (in its capacity as Administrative Agent under the Credit Agreement) — addressing the enforceability of the Credit Agreement, the Guarantee and Collateral Agreement, and the related loan documents entered into in connection with the debt financing of the acquisition.

Opinion 2 (the "Escrow Opinion"): Calderwood & Harkness LLP to Cobalt Trust Company — addressing the enforceability of the Escrow Agreement, pursuant to which $544,000,000 (representing 8% of the aggregate deal value) will be deposited into escrow at closing to secure post-closing indemnification obligations.

Opinion 3 (the "Merger Opinion"): Calderwood & Harkness LLP to Cloudium Technologies plc — addressing the due authorization, valid existence, and enforceability of Fund VI's and Merger Sub's obligations under the Merger Agreement, as required by Section 7.02(e) of the Merger Agreement as a condition to Cloudium's obligation to consummate the Merger.

Each of the Closing Opinions will be dated as of the Closing Date and will speak only as of that date. The firm will have no obligation to update or supplement any Closing Opinion after its delivery.

C. Scope and Limitations

The Closing Opinions are limited in scope to the laws of the State of New York, the laws of the State of Delaware (including the DGCL and the Delaware Limited Liability Company Act), and the federal laws of the United States. No opinion is being rendered on the laws of any other jurisdiction.

In particular, no opinion is being rendered on the laws of England and Wales (which govern the incorporation, organization, and corporate existence of Cloudium Technologies plc), the laws of the Republic of India (which are relevant to certain of Cloudium's subsidiaries and operations), or the laws of the Federal Republic of Germany (which are relevant to certain technology licensing arrangements between Cloudium and its German counterparty, Helix Data Systems GmbH). Separate opinions on English law matters are being delivered by Ridgeway Phelps & Sato LLP, London, and, as applicable, by Albright & Kerr LLP, London.

Each Closing Opinion will contain the standard qualifications, assumptions, and exceptions customarily included in legal opinions of this nature, including, without limitation, the bankruptcy and insolvency qualification, the equity qualification, and the qualification regarding the availability of specific performance and other equitable remedies. These qualifications are discussed in further detail in Section VII of this memorandum.

In rendering the Closing Opinions, we have relied on the officer's certificates, good standing certificates, secretary's certificates, and incumbency certificates described in this memorandum as our factual bases for certain conclusions. We have not independently verified the factual matters stated in such certificates, except to the extent set forth herein.

II. Identification of Opinion Parties and Key Entities

This Section identifies each of the parties to the opinion documents and the other key entities involved in the transaction, together with relevant organizational and contact information.

A. Solara Digital Infrastructure Fund VI LP ("Fund VI")

Fund VI is a Delaware limited partnership with Employer Identification Number 87-4523190. Fund VI maintains its principal office at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. The general partner of Fund VI is Solara Fund VI GP LLC, a Delaware limited liability company (discussed separately below).

Fund VI is the party to the Merger Agreement designated as "Parent." Fund VI is also the party that executed and delivered the Equity Commitment Letter, dated January 22, 2024, in favor of Merger Sub, committing to contribute up to $2,832,888,096 in equity to fund the merger consideration. Additionally, Fund VI is a party to the Co-Investment Agreement and certain rollover agreements entered into in connection with the transaction.

A Certificate of Good Standing for Fund VI was obtained from the Secretary of State of the State of Delaware on July 3, 2024, confirming that Fund VI is in good standing in Delaware as of that date. Fund VI is a vintage 2022 private equity fund with aggregate committed capital of $12.4 billion, focused on investments in enterprise software, cloud infrastructure, data analytics, and SaaS platforms.

B. Stratos Merger Sub Inc. ("Merger Sub")

Merger Sub is a Delaware corporation with Delaware File Number 7923841. Merger Sub maintains its registered office at 1209 Orange Street, Wilmington, Delaware 19801, c/o National Registered Agents Inc. Merger Sub was incorporated on January 8, 2024, solely for the purpose of effectuating the reverse triangular merger contemplated by the Merger Agreement. Merger Sub has conducted no business and has no assets, liabilities, or obligations other than those incidental to its formation and the transactions contemplated by the Merger Agreement.

The sole stockholder of Merger Sub is Fund VI. A Certificate of Good Standing for Merger Sub was obtained from the Secretary of State of the State of Delaware on July 3, 2024, confirming that Merger Sub is in good standing in Delaware as of that date. No amendments have been made to Merger Sub's Certificate of Incorporation since its original filing on January 8, 2024.

C. Solara Fund VI GP LLC ("Fund VI GP")

Fund VI GP is a Delaware limited liability company and serves as the sole general partner of Fund VI. Fund VI GP executed and delivered the Limited Guarantee, dated January 22, 2024, in favor of Cloudium, in the maximum aggregate amount of $246,000,000 (consisting of $221,000,000 in respect of the reverse termination fee payable under the Merger Agreement plus $25,000,000 in respect of reimbursement of enforcement costs). Fund VI GP is managed by its sole managing members, Marcus Elliston and Priya Narasimhan.

Formation documents and a good standing certificate for Fund VI GP have been obtained and reviewed, confirming that Fund VI GP is validly formed and existing under the laws of the State of Delaware.

D. Cloudium Technologies plc

Cloudium Technologies plc is a public limited company incorporated under the laws of England and Wales with registered company number 09734521. Cloudium's United States taxpayer Employer Identification Number is 83-2196754. Cloudium is listed on the Nasdaq Global Select Market under the ticker symbol "CLDM" and maintains its United States headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103.

Cloudium is a party to the Merger Agreement (as the "Company") and will, following the Effective Time, become the Borrower under the Credit Agreement. Our opinion regarding Cloudium's organizational authority under English law is outside the scope of the Closing Opinions; English law opinions are being delivered separately by Ridgeway Phelps & Sato LLP and Albright & Kerr LLP, as applicable.

E. Meridian Atlantic Bank, N.A.

Meridian Atlantic Bank, N.A. is a national banking association organized under the laws of the United States, with its principal office located at 383 Madison Avenue, New York, New York 10179. Meridian Atlantic Bank, N.A. is serving as the Administrative Agent and Lead Arranger under the Credit Agreement and is the addressee of the Credit Opinion (Opinion 1). The lead contact at Meridian Atlantic Bank, N.A. for purposes of this transaction is Graham Whitaker, Managing Director, Leveraged Finance.

F. Ironclad Capital Markets LLC

Ironclad Capital Markets LLC is a Delaware limited liability company with its principal office located at 200 West Street, New York, New York 10282. Ironclad Capital Markets LLC is serving as Co-Arranger and Joint Bookrunner under the Credit Agreement. The lead contact at Ironclad Capital Markets LLC for purposes of this transaction is Samuel Diaz, Director, Leveraged Finance. While Ironclad Capital Markets LLC is not a separate addressee of any Closing Opinion, it is a party to the Credit Agreement and the Debt Commitment Letter, and its organizational documents have been reviewed for purposes of confirming the authority of the financing parties.

G. Cobalt Trust Company

Cobalt Trust Company is a trust company organized under the laws of the State of New York, with its principal office located at 100 Wall Street, New York, New York 10005. Cobalt Trust Company is serving as the Escrow Agent under the Escrow Agreement and is the addressee of the Escrow Opinion (Opinion 2). The contact at Cobalt Trust Company for purposes of this transaction is Laura Ng, Vice President, Escrow Services.

III. Documents Reviewed

In connection with the preparation of this memorandum and the Closing Opinions, we have reviewed the following documents and materials. Unless otherwise indicated, all documents listed below have been reviewed in their final execution versions. Where documents are to be delivered or executed at closing, we have reviewed the most recent drafts available as of the date of this memorandum and will confirm execution and delivery at or prior to the time of delivery of the Closing Opinions.

A. Transaction Documents

1. Merger Agreement. Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), by and among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP — Execution Version.

2. Equity Commitment Letter. Equity Commitment Letter, dated as of January 22, 2024 (the "ECL"), from Solara Digital Infrastructure Fund VI LP to Stratos Merger Sub Inc., pursuant to which Fund VI has committed to contribute up to $2,832,888,096 in equity to Merger Sub (or its successor) to fund the merger consideration — Execution Version.

3. Limited Guarantee. Limited Guarantee, dated as of January 22, 2024, from Solara Fund VI GP LLC in favor of Cloudium Technologies plc, in the maximum aggregate amount of $246,000,000 (comprising $221,000,000 in respect of the reverse termination fee and $25,000,000 in respect of reimbursement of enforcement costs) — Execution Version.

4. Rollover Agreement — Jonathan Hargrove. Rollover Agreement, dated as of January 22, 2024, between Fund VI and Jonathan Hargrove, providing for the rollover of 50% of Mr. Hargrove's 7,736,400 shares of Cloudium common stock (representing approximately $142,814,544 in value at $36.92 per share) into equity interests in the post-closing structure — Execution Version.

5. Rollover Agreement — Pinnacle Growth Ventures LLC. Rollover Agreement, dated as of January 22, 2024, between Fund VI and Pinnacle Growth Ventures LLC, providing for the rollover of 60% of Pinnacle's 21,367,200 shares of Cloudium common stock (representing approximately $473,241,408 in value at $36.92 per share) into equity interests in the post-closing structure — Execution Version.

6. Voting/Support Agreements. Voting and Support Agreements, dated as of January 22, 2024, between Fund VI and each of Jonathan Hargrove and Pinnacle Growth Ventures LLC, pursuant to which such stockholders have agreed to vote their shares in favor of the Merger and against any alternative proposal — Execution Versions.

7. Stockholder Representative Agreement. Stockholder Representative Agreement, dated as of January 22, 2024, appointing Douglas Pemberton as the Stockholder Representative for purposes of post-closing indemnification matters — Execution Version.

B. Financing Documents

8. Credit Agreement. Credit Agreement, dated as of July 9, 2024 (the "Credit Agreement"), among Cloudium Technologies plc (as Borrower), Meridian Atlantic Bank, N.A. (as Administrative Agent), Ironclad Capital Markets LLC (as Co-Arranger), and the lenders party thereto, providing for (a) a $3,740,000,000 Term Loan B facility (bearing interest at SOFR plus 325 basis points, with a maturity date of July 9, 2031) and (b) a $500,000,000 Revolving Credit Facility (bearing interest at SOFR plus 275 basis points, with a maturity date of July 9, 2029) — Execution Version.

9. Debt Commitment Letter. Debt Commitment Letter, dated as of January 22, 2024, from Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC to Fund VI, committing to provide up to $4,240,000,000 in aggregate debt financing for the acquisition — Execution Version.

10. Guarantee and Collateral Agreement. Guarantee and Collateral Agreement, dated as of July 9, 2024 (the "GCA"), among the subsidiary guarantors party thereto and Meridian Atlantic Bank, N.A. (as Collateral Agent), providing for subsidiary guarantees and equity pledges in favor of the Collateral Agent for the benefit of the secured parties — Execution Version.

11. Intercreditor Agreement. Intercreditor Agreement, dated as of July 9, 2024 (the "ICA"), among Meridian Atlantic Bank, N.A. (in its capacities as Administrative Agent and Collateral Agent) and the other agents party thereto, setting forth the respective priorities and subordination arrangements among the secured parties — Execution Version.

12. Solvency Certificate. Form of Solvency Certificate to be delivered at closing by the Chief Financial Officer of the surviving entity, certifying as to the solvency of the surviving entity and its subsidiaries on a consolidated basis immediately after giving effect to the Merger and the related transactions, including the incurrence of indebtedness under the Credit Agreement — Form reviewed; execution copy to be delivered July 9, 2024.

C. Escrow Documents

13. Escrow Agreement. Escrow Agreement, dated as of January 22, 2024, and effective as of the Closing Date (the "Escrow Agreement"), among Solara Digital Infrastructure Fund VI LP, Cobalt Trust Company (as Escrow Agent), and Douglas Pemberton (as Stockholder Representative), providing for the deposit of $544,000,000 (representing 8% of the aggregate deal value) into escrow at closing to secure post-closing indemnification obligations, with 50% of the escrowed funds ($272,000,000) to be released at twelve months post-closing (July 9, 2025) and the remainder to be released at eighteen months post-closing (January 9, 2026), in each case less amounts withheld for pending indemnification claims — Execution Version.

D. Organizational and Governance Documents

14. Certificate of Incorporation — Stratos Merger Sub Inc. Certificate of Incorporation of Stratos Merger Sub Inc., filed with the Secretary of State of the State of Delaware on January 8, 2024 (Delaware File No. 7923841).

15. Bylaws — Stratos Merger Sub Inc. Bylaws of Stratos Merger Sub Inc., adopted on January 8, 2024.

16. Board Consent of Stratos Merger Sub Inc. Unanimous Written Consent of the Board of Directors of Stratos Merger Sub Inc., dated as of January 22, 2024, approving the Merger Agreement and the transactions contemplated thereby, including the merger of Merger Sub with and into Cloudium Technologies plc.

17. Written Consent of Sole Stockholder. Written Consent of Solara Digital Infrastructure Fund VI LP, as the sole stockholder of Stratos Merger Sub Inc., dated as of January 22, 2024, approving the Merger Agreement in accordance with Sections 228 and 251 of the DGCL.

18. Resolutions of Solara Fund VI GP LLC (as GP of Fund VI). Resolutions of Solara Fund VI GP LLC, acting in its capacity as general partner of Fund VI, dated as of January 22, 2024, authorizing Fund VI's execution of the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee, the Escrow Agreement, the Rollover Agreements, and the other related transaction documents.

19. Resolutions of Solara Digital GP LLC (as GP of SDILP). Resolutions of Solara Digital GP LLC, acting in its capacity as general partner of Solara Digital Infrastructure Partners LP, dated as of August 14, 2023, authorizing the engagement of counsel and financial advisors and the pursuit of the acquisition of Cloudium Technologies plc.

20. Good Standing Certificates. Certificates of Good Standing for Stratos Merger Sub Inc. and Solara Digital Infrastructure Fund VI LP, each issued by the Secretary of State of the State of Delaware and dated July 3, 2024.

21. Limited Partnership Agreement of Fund VI. Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure Fund VI LP — reviewed for authority provisions, investment mandate, GP discretionary authority, and limitations on partnership activity.

22. Operating Agreement of Solara Fund VI GP LLC. Operating Agreement of Solara Fund VI GP LLC — reviewed for authority provisions, managing member approval requirements, and limitations on LLC activity.

E. Certificates and Confirmations

23. Officer's Certificate of Buyer/Merger Sub. Officer's Certificate to be delivered at closing (July 9, 2024), certifying as to the continued accuracy of buyer's representations and warranties and compliance with buyer's covenants under the Merger Agreement as of the Closing Date — Form reviewed; execution copy to be delivered.

24. Secretary's Certificate of Stratos Merger Sub Inc. Secretary's Certificate to be delivered at closing (July 9, 2024), attaching certified copies of organizational documents, resolutions, and incumbency certificates for Merger Sub — Form reviewed; execution copy to be delivered.

25. Secretary's Certificate of Solara Digital Infrastructure Fund VI LP. Secretary's Certificate to be delivered at closing (July 9, 2024), attaching certified copies of organizational documents, resolutions, and incumbency certificates for Fund VI — Form reviewed; execution copy to be delivered.

F. Other Documents Reviewed

26. Funds Flow Memorandum. Funds Flow Memorandum — Final Execution Version, dated July 8, 2024, setting forth the wire instructions, amounts, and sequence of all closing-day fund transfers among the transaction parties, the Escrow Agent, and the lenders under the Credit Agreement.

27. Payoff Letter. Payoff Letter from Atlas Commercial Lending Corp., dated July 5, 2024, setting forth the payoff amount of $820,000,000 required to satisfy and discharge Cloudium's existing indebtedness under its senior secured credit facility with Atlas Commercial Lending Corp., together with the related lien release documentation.

28. UCC and Lien Search Results. Uniform Commercial Code and lien search results for relevant filing jurisdictions, including the State of Delaware (Secretary of State), the State of New York (Department of State and New York County Clerk), and the State of California (Secretary of State), conducted as of July 1, 2024.

29. R&W Insurance Policy. Representations and Warranties Insurance Policy (Policy No. NFA-TRI-2024-00487) — reviewed for reference regarding subrogation, coverage interplay with the escrow, and potential impact on indemnification mechanics; no opinion rendered regarding the insurance policy itself.

30. Co-Investment Agreement. Co-Investment Agreement, dated as of January 22, 2024, among Fund VI, Solara Digital Co-Invest VI-A LP, and Fund VI GP, pursuant to which Solara Digital Co-Invest VI-A LP has committed to co-invest up to $425,000,000 alongside Fund VI in connection with the acquisition.

IV. Factual Bases for Opinion Conclusions

This Section sets forth the factual bases supporting the principal conclusions in each of the Closing Opinions. The analysis is organized by opinion conclusion: valid existence and good standing, due authorization, and execution and delivery.

A. Valid Existence and Good Standing

1. Stratos Merger Sub Inc.

Stratos Merger Sub Inc. was incorporated in the State of Delaware on January 8, 2024, by the filing of its Certificate of Incorporation with the Secretary of State of the State of Delaware. Merger Sub was assigned Delaware File Number 7923841. We have reviewed the Certificate of Incorporation as filed, and we confirm that it was duly executed and filed in accordance with Section 101 of the DGCL.

A Certificate of Good Standing for Merger Sub was obtained from the Secretary of State of the State of Delaware on July 3, 2024. The Certificate of Good Standing confirms that Merger Sub is a validly existing corporation in good standing under the laws of the State of Delaware as of that date. Merger Sub's registered agent is National Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.

No amendments have been made to Merger Sub's Certificate of Incorporation since its original filing on January 8, 2024. We have reviewed the records of the Delaware Secretary of State and confirmed that all franchise taxes due from Merger Sub are current through the date of the good standing certificate. Merger Sub has conducted no business and incurred no liabilities other than those related to its formation and the transactions contemplated by the Merger Agreement.

Conclusion: We are satisfied that Merger Sub is a validly existing corporation in good standing under the laws of the State of Delaware, and we have an adequate factual basis to deliver the valid existence and good standing opinion with respect to Merger Sub in each of the Closing Opinions.

2. Solara Digital Infrastructure Fund VI LP

Fund VI is a limited partnership organized under the laws of the State of Delaware. Fund VI's limited partnership was formed by the filing of a Certificate of Limited Partnership with the Secretary of State of the State of Delaware. Fund VI's general partner is Solara Fund VI GP LLC, a Delaware limited liability company.

A Certificate of Good Standing for Fund VI was obtained from the Secretary of State of the State of Delaware on July 3, 2024. The Certificate of Good Standing confirms that Fund VI is a validly existing limited partnership in good standing under the laws of the State of Delaware as of that date. Fund VI's Employer Identification Number is 87-4523190.

We have reviewed the Amended and Restated Agreement of Limited Partnership of Fund VI and have confirmed that the partnership has been validly formed in accordance with the Delaware Revised Uniform Limited Partnership Act (the "DRULPA"). The general partner has maintained the partnership in compliance with the terms of its partnership agreement and applicable Delaware law.

Conclusion: We are satisfied that Fund VI is a validly existing limited partnership in good standing under the laws of the State of Delaware, and we have an adequate factual basis to deliver the valid existence and good standing opinion with respect to Fund VI in each of the Closing Opinions.

3. Solara Fund VI GP LLC

Fund VI GP is a limited liability company organized under the laws of the State of Delaware. Fund VI GP serves as the sole general partner of Fund VI and is the guarantor under the Limited Guarantee in favor of Cloudium.

We have reviewed the formation documents of Fund VI GP, including its Certificate of Formation as filed with the Secretary of State of the State of Delaware, and its Operating Agreement. A Certificate of Good Standing for Fund VI GP has been obtained from the Secretary of State of the State of Delaware, confirming that Fund VI GP is a validly existing limited liability company in good standing under the laws of the State of Delaware.

Conclusion: We are satisfied that Fund VI GP is a validly existing limited liability company in good standing under the laws of the State of Delaware. While the Closing Opinions do not separately address Fund VI GP's valid existence (the Limited Guarantee opinion is embedded within the Merger Opinion and the fund-level enforceability conclusions), this conclusion supports the overall opinion analysis.

B. Due Authorization — Merger Agreement

1. Stratos Merger Sub Inc.

The authorization of the Merger Agreement by Merger Sub required two levels of corporate approval: (a) approval by Merger Sub's board of directors and (b) approval by Merger Sub's sole stockholder.

Board Approval. The sole director of Merger Sub executed a Unanimous Written Consent of the Board of Directors, dated as of January 22, 2024, approving the Merger Agreement and the transactions contemplated thereby, including the merger of Merger Sub with and into Cloudium Technologies plc. The board consent was executed in accordance with Section 141(f) of the DGCL, which permits action by written consent in lieu of a meeting if signed by all members of the board. We have reviewed the board consent and confirmed that it was duly executed by the sole director and that it expressly authorizes the execution, delivery, and performance by Merger Sub of the Merger Agreement and all ancillary documents and the consummation of the Merger.

Stockholder Approval. Fund VI, as the sole stockholder of Merger Sub, executed a Written Consent of the Sole Stockholder, dated as of January 22, 2024, approving the Merger Agreement. This stockholder consent was executed in accordance with Section 228 of the DGCL, which permits stockholder action by written consent without a meeting if signed by stockholders holding not less than the minimum number of votes that would be necessary to authorize the action at a meeting at which all shares entitled to vote were present and voted. Because Fund VI holds 100% of the outstanding shares of Merger Sub, the written consent of Fund VI constitutes the unanimous approval of the sole stockholder. The Merger itself has been approved in accordance with Section 251 of the DGCL, which governs mergers of domestic corporations. Section 251(c) requires that the certificate of merger be filed with the Secretary of State upon or after the effective date of the merger, which will occur at 11:59 PM ET on July 9, 2024.

Governing Documents. We have reviewed Merger Sub's Certificate of Incorporation and Bylaws. The Certificate of Incorporation contains a broad corporate purposes clause authorizing Merger Sub to engage in any lawful activity for which corporations may be organized under the DGCL. There are no provisions in the Certificate of Incorporation or Bylaws that prohibit or restrict the merger or that impose any supermajority or special approval requirements for the execution or performance of the Merger Agreement. There are no provisions requiring the consent of any third party or the satisfaction of any additional conditions precedent to the authorization of the Merger by Merger Sub.

Conclusion: All necessary corporate action has been taken by Merger Sub to authorize the execution, delivery, and performance of the Merger Agreement and the consummation of the Merger. We have an adequate factual basis to deliver the due authorization opinion with respect to Merger Sub.

2. Solara Digital Infrastructure Fund VI LP

The authorization of the Merger Agreement by Fund VI required action by Fund VI GP, as Fund VI's sole general partner, acting on behalf of Fund VI.

GP Resolutions. The managing members of Solara Fund VI GP LLC, acting in their capacity as the governing body of Fund VI GP (and, through Fund VI GP, on behalf of Fund VI), adopted resolutions dated as of January 22, 2024 (the "Fund VI GP Resolutions"), authorizing Fund VI's execution, delivery, and performance of the Merger Agreement, the Equity Commitment Letter (in the amount of $2,832,888,096), the Limited Guarantee, the Rollover Agreements, the Escrow Agreement, and the related transaction documents. The Fund VI GP Resolutions were adopted by the unanimous written consent of the managing members, Marcus Elliston and Priya Narasimhan.

Limited Partnership Agreement. We have reviewed the Amended and Restated Agreement of Limited Partnership of Fund VI (the "Fund VI LPA") for relevant authority provisions. The Fund VI LPA grants the general partner full authority to bind the partnership in connection with investments, acquisitions, and dispositions within Fund VI's stated investment mandate. The investment mandate encompasses enterprise software, cloud infrastructure, data analytics, and SaaS platforms. Cloudium Technologies plc, as a cloud-native ERP, CRM, and BI SaaS company, falls squarely within this investment mandate.

Investment Parameters. The acquisition of Cloudium at an aggregate deal value of $6,800,000,000 is within Fund VI's committed capital of $12.4 billion. We have confirmed that the Fund VI LPA does not impose any single-investment concentration limits that would be exceeded by this acquisition (the applicable concentration limit under the Fund VI LPA is 20% of committed capital, or $2,480,000,000, for equity invested; the equity check for the Cloudium acquisition, after taking into account the debt financing and the co-investment, is approximately $2,832,888,096, which, after giving effect to the co-investment by Solara Digital Co-Invest VI-A LP ($425,000,000) and the rollover equity ($616,055,952), results in a net Fund VI equity contribution of approximately $1,791,832,144, well within the concentration limit).

Limited Partner Consent. The Fund VI LPA does not require the consent of the limited partners for individual investment decisions. The general partner has discretionary authority over all investment activity, subject to compliance with the fund's investment mandate, concentration limits, and other portfolio-level guidelines. No limited partner consent was required or sought in connection with the Cloudium acquisition. We have confirmed that no side letter or other arrangement with any limited partner of Fund VI imposes any consent or approval requirement that would be triggered by the Cloudium acquisition.

Conclusion: All necessary partnership action has been taken by Fund VI to authorize the execution, delivery, and performance of the Merger Agreement and the ancillary documents. We have an adequate factual basis to deliver the due authorization opinion with respect to Fund VI.

3. Solara Fund VI GP LLC (for Limited Guarantee)

The Limited Guarantee was executed and delivered by Fund VI GP in favor of Cloudium on January 22, 2024. The maximum aggregate amount of Fund VI GP's obligations under the Limited Guarantee is $246,000,000, consisting of $221,000,000 in respect of the reverse termination fee payable by Fund VI under Section 8.03(b) of the Merger Agreement, plus $25,000,000 in respect of reimbursement of enforcement costs incurred by Cloudium in connection with the enforcement of the Limited Guarantee or the Merger Agreement.

The Fund VI GP Resolutions dated January 22, 2024, expressly approved the execution and delivery of the Limited Guarantee by Fund VI GP. The resolutions were adopted by the unanimous written consent of the managing members, Marcus Elliston and Priya Narasimhan. We have reviewed the Operating Agreement of Fund VI GP and confirmed that the managing members constitute the governing body of Fund VI GP and have the authority to approve actions on behalf of the LLC, including the execution and delivery of guarantees in connection with Fund VI's investment activities. The guarantee amount of $246,000,000 is within the authorized scope of the managing members' authority under the Operating Agreement.

Conclusion: All necessary limited liability company action has been taken by Fund VI GP to authorize the execution and delivery of the Limited Guarantee. The guarantee is a valid and enforceable obligation of Fund VI GP, and we have an adequate factual basis to deliver the due authorization opinion with respect to Fund VI GP.

C. Due Authorization — Credit Agreement and Loan Documents (Opinion 1)

1. Borrower Authorization (Cloudium as Post-Merger Surviving Entity)

At the Effective Time, Cloudium will survive the Merger as a wholly owned subsidiary of Fund VI. Immediately following the Effective Time, the board of directors of the surviving corporation will adopt resolutions authorizing the Credit Agreement and the related loan documents. The surviving corporation's Certificate of Incorporation and Bylaws will be in the forms attached as Exhibits B and C to the Merger Agreement, respectively, which we have reviewed. Neither the form Certificate of Incorporation nor the form Bylaws contains any restrictions on the surviving corporation's ability to borrow money, incur indebtedness, grant liens, or guarantee the obligations of its subsidiaries. The corporate purposes clause in the form Certificate of Incorporation is sufficiently broad to authorize the surviving corporation's entry into the Credit Agreement and the related loan documents.

The Credit Agreement will be executed by authorized officers of the surviving corporation, whose incumbency will be confirmed through the incumbency certificates attached to the Secretary's Certificate to be delivered at closing. We will review the executed versions of the board resolutions and secretary's certificate prior to delivery of the Credit Opinion.

We note that our opinion as to Cloudium's organizational authority is limited to the post-merger surviving corporation's Delaware-law organizational documents (as amended and restated at the Effective Time). Cloudium's organizational authority under English law (including any limitations or requirements imposed by the UK Companies Act 2006) is outside the scope of our Closing Opinions. English law opinions addressing Cloudium's organizational authority are being delivered separately by Ridgeway Phelps & Sato LLP and Albright & Kerr LLP, as applicable.

2. Fund VI and Merger Sub Authorization for Financing-Related Documents

The Fund VI GP Resolutions dated January 22, 2024, expressly authorize Fund VI's execution of all documents contemplated by the Debt Commitment Letter, including the Equity Commitment Letter and any side letters, fee letters, or other agreements related to the debt financing. The Merger Sub board consent similarly contemplates closing actions, including cooperation with the financing and the execution of any documents reasonably required in connection therewith.

Conclusion: The buyer-side entities have been duly authorized to execute and deliver the financing-related documents. We have an adequate factual basis to deliver the due authorization conclusions in the Credit Opinion.

D. Due Authorization — Escrow Agreement (Opinion 2)

The Escrow Agreement is among Fund VI, Cobalt Trust Company (as Escrow Agent), and Douglas Pemberton (as Stockholder Representative). The escrow deposit amount is $544,000,000, representing 8% of the aggregate deal value.

The Fund VI GP Resolutions dated January 22, 2024, expressly authorize Fund VI's execution of the Escrow Agreement. The escrow amount of $544,000,000 is within the authorized scope of the resolutions, which authorize Fund VI's participation in all aspects of the transaction, including the establishment and funding of the escrow contemplated by the Merger Agreement.

The Stockholder Representative Agreement, dated January 22, 2024, appoints Douglas Pemberton as the Stockholder Representative for purposes of post-closing indemnification matters, including matters arising under the Escrow Agreement. Mr. Pemberton's authority is derived from the Merger Agreement (Section 10.01) and was confirmed by the approval of Cloudium's board of directors and stockholders. At the special meeting of Cloudium's stockholders held on May 20, 2024, 82.4% of the shares voted were cast in favor of the Merger Agreement (which includes the appointment of Mr. Pemberton as Stockholder Representative and the establishment of the escrow).

Conclusion: All necessary action has been taken to authorize Fund VI's execution of the Escrow Agreement. The Stockholder Representative's authority has been duly conferred. We have an adequate factual basis to deliver the due authorization conclusions in the Escrow Opinion.

E. Execution and Delivery

We have reviewed the execution and delivery of each of the opinion documents as follows:

Merger Agreement. Signature pages for the Merger Agreement were collected from all parties on January 22, 2024. The Merger Agreement was executed in counterpart, with each party executing and delivering its signature page separately. Counterpart execution is expressly authorized by Section 11.10 of the Merger Agreement. We have confirmed that signature pages were received from each of Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP.

Credit Agreement and Loan Documents. The Credit Agreement, the Guarantee and Collateral Agreement, and the Intercreditor Agreement are to be executed and delivered at the closing on July 9, 2024. We have reviewed the final execution versions of each of these documents and have confirmed the identities of the authorized officers who will execute them on behalf of the respective parties, as reflected in the incumbency certificates attached to the Secretary's Certificates to be delivered at closing. We will confirm execution and delivery at or prior to the time of delivery of the Credit Opinion.

Escrow Agreement. The Escrow Agreement was signed on January 22, 2024, with effectiveness conditioned upon the closing of the Merger. Signature pages were executed in counterpart by Fund VI, Cobalt Trust Company, and Douglas Pemberton. Counterpart execution is authorized by the terms of the Escrow Agreement. We have confirmed receipt of all signature pages.

Limited Guarantee. The Limited Guarantee was executed and delivered by Fund VI GP on January 22, 2024. The signature page was executed by Marcus Elliston, in his capacity as managing member of Fund VI GP. We have confirmed receipt of the executed signature page.

All documents were executed in counterpart as permitted by their respective terms, and in each case by persons authorized to execute on behalf of the respective parties.

Conclusion: Each of the opinion documents has been (or, in the case of the closing-day documents, will be at closing) duly executed and delivered by the parties thereto. We have an adequate factual basis to deliver the execution and delivery conclusions in each of the Closing Opinions.

V. Legal Analysis — Enforceability

This Section sets forth the legal analysis supporting the enforceability conclusions in each of the Closing Opinions. For each opinion document, we analyze the applicable enforceability framework, the specific provisions that require analysis, and the conclusions to be rendered.

A. General Enforceability Framework

Each of the opinion documents is governed by either New York law (the Credit Agreement and the Escrow Agreement) or Delaware law (the Merger Agreement). Under both New York and Delaware law, the enforceability of a contract requires the satisfaction of four fundamental elements:

(i) the parties had the capacity and authority to contract;

(ii) there was mutual assent, consisting of a valid offer and acceptance;

(iii) the agreement was supported by adequate consideration; and

(iv) the subject matter of the agreement is lawful.

In addition, under both New York and Delaware law, the enforceability of a contract is subject to certain standard qualifications that are customarily included in legal opinions. These qualifications are discussed in detail in Section VII of this memorandum, but are summarized here for purposes of the enforceability analysis:

• Bankruptcy/Insolvency Qualification: The enforceability of each opinion document is subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws relating to or affecting the enforcement of creditors' rights generally.

• Equity Qualification: The enforceability of each opinion document is subject to general principles of equity (including concepts of materiality, reasonableness, good faith, and fair dealing), whether applied in a proceeding in equity or at law.

• Specific Performance: The availability of equitable remedies, including specific performance and injunctive relief, is subject to the discretion of the court before which any proceeding is brought.

Subject to these standard qualifications, and based on the analysis set forth below, we have concluded that each of the opinion documents constitutes a valid, binding, and enforceable obligation of the opinion parties.

B. Enforceability of the Merger Agreement (Opinion 3)

The Merger Agreement is governed by Delaware law. We have analyzed the enforceability of the Merger Agreement and the obligations of Fund VI and Merger Sub thereunder as follows.

General Enforceability. The Merger Agreement constitutes a valid and binding obligation of each of Fund VI and Merger Sub, enforceable against each such entity in accordance with its terms, subject to the standard qualifications described above and in Section VII of this memorandum. The Merger Agreement was entered into by parties with the requisite capacity and authority (as discussed in Section IV.B above), reflects mutual assent (as evidenced by the execution and delivery of the Merger Agreement by all parties on January 22, 2024), is supported by adequate consideration, and has a lawful subject matter.

Consideration. The Merger Agreement is supported by ample consideration flowing between the parties. The consideration includes the mutual promises and covenants set forth in the Merger Agreement, including (a) Fund VI's and Merger Sub's obligation to pay the merger consideration of $36.92 per share (aggregating approximately $6,800,000,000), (b) the mutual representations and warranties of the parties, (c) the mutual covenants of the parties (including the interim operating covenants, the financing cooperation covenants, and the regulatory approval covenants), (d) the indemnification obligations of the parties under Article IX of the Merger Agreement, and (e) the rollover equity arrangements providing for the exchange of Cloudium shares held by Jonathan Hargrove and Pinnacle Growth Ventures LLC for equity interests in the post-closing structure.

Specific Terms Analyzed for Enforceability. We have analyzed the following specific provisions of the Merger Agreement for enforceability:

Indemnification Provisions. Article IX of the Merger Agreement contains detailed post-closing indemnification provisions. The indemnification obligations are subject to a cap of 15% of the aggregate deal value ($1,020,000,000), an 18-month survival period for representations and warranties (other than fundamental representations, which survive indefinitely, and tax representations, which survive until 60 days following the expiration of the applicable statute of limitations), a tipping basket of $51,000,000 (0.75% of the aggregate deal value), and a per-claim de minimis threshold of $500,000. The escrow deposit of $544,000,000 provides the exclusive source of recovery for indemnifiable losses (other than fraud and intentional misrepresentation). These provisions are within the market range for transactions of this size and type and are enforceable under Delaware law. Delaware courts have consistently upheld reasonable contractual limitations on indemnification liability, including caps, baskets, and survival periods, as legitimate expressions of the parties' bargained-for allocation of risk. We do not believe any of these provisions present enforceability concerns.

Termination Fee ($221,000,000 = 3.25% of deal value). Section 8.03(a) of the Merger Agreement provides for the payment by Cloudium of a termination fee of $221,000,000 to Fund VI upon the occurrence of certain specified triggering events, including a change of board recommendation by Cloudium's board of directors or the consummation of an alternative transaction within twelve months following termination. The termination fee of 3.25% of the aggregate deal value is within the range of termination fees that Delaware courts have upheld as reasonable liquidated damages rather than unenforceable penalties. The Delaware Chancery Court has regularly upheld termination fees in the range of 2% to 4% of deal value, and the Supreme Court of Delaware has affirmed this approach in numerous decisions. We are satisfied that the termination fee constitutes a reasonable estimate of the damages that Fund VI would suffer in the event of a termination giving rise to the fee, and does not constitute an unenforceable penalty.

Reverse Termination Fee ($374,000,000 = 5.5% of deal value). Section 8.03(b) of the Merger Agreement provides for the payment by Fund VI of a reverse termination fee of $374,000,000 to Cloudium upon the occurrence of certain specified triggering events, including a failure of Fund VI or Merger Sub to consummate the Merger when all conditions to closing have been satisfied and a material breach by Fund VI or Merger Sub of their representations, warranties, or covenants that is not cured within the applicable cure period. The reverse termination fee of 5.5% of the aggregate deal value is at the higher end of the range typically seen in private equity-backed public company acquisitions, but remains within the range that Delaware courts have upheld as enforceable. Delaware precedent supports the validity of buyer-side reverse break fees in this range, particularly in the context of leveraged acquisitions where the buyer's financing is subject to conditions and the seller faces significant risk of deal failure. Fund VI's obligation to pay the reverse termination fee is supported by the Limited Guarantee from Fund VI GP (in the aggregate amount of $246,000,000, consisting of $221,000,000 in respect of the reverse termination fee plus $25,000,000 in enforcement costs). We note that the Limited Guarantee does not cover the full amount of the reverse termination fee, but that limitation reflects the parties' bargained-for allocation of risk and does not affect the enforceability of the underlying obligation.

No-Shop Provision with Fiduciary-Out. Section 6.03 of the Merger Agreement contains a customary no-shop provision restricting Cloudium's ability to solicit, initiate, or encourage competing acquisition proposals following the execution of the Merger Agreement. The no-shop provision includes a fiduciary-out exception that permits Cloudium's board of directors to engage with unsolicited superior proposals and to change its recommendation to Cloudium's stockholders if the board determines in good faith (after consultation with outside legal counsel and financial advisors) that failure to do so would be inconsistent with the board's fiduciary duties under applicable law. The inclusion of a fiduciary-out exception is standard in public company merger agreements and preserves the board's ability to comply with its fiduciary obligations. Delaware courts have consistently upheld no-shop provisions with fiduciary-out exceptions as enforceable, and we do not believe this provision presents any enforceability concern.

Material Adverse Effect Definition. Section 1.01 of the Merger Agreement defines "Material Adverse Effect" in a manner consistent with market practice, including customary carveouts for the effects of pandemics, war, terrorism, changes in applicable law, changes in GAAP or other accounting standards, changes in general economic or market conditions, changes affecting the industries in which Cloudium operates generally (in each case, to the extent such effects do not disproportionately affect Cloudium relative to its peers), and the effects of the announcement or pendency of the transactions contemplated by the Merger Agreement. The enforceability of MAE/MAC definitions is well-established under Delaware precedent. The Delaware Chancery Court's analytical framework, as developed in cases including the Hexion and Akorn lines of authority, provides a robust body of precedent confirming the enforceability of MAE provisions. We have reviewed the Merger Agreement's MAE definition against the prevailing Delaware case law framework and are satisfied that it is enforceable.

Change of Control Provisions. Sections 6.04 and 6.05 of the Merger Agreement address the parties' obligations with respect to obtaining consents under Cloudium's existing contracts that contain change of control provisions. The material contracts requiring consent include: (a) the Master SaaS Agreement between Cloudium and Aegis Federal Solutions Inc. (representing approximately $84,000,000 in annual recurring revenue), (b) the Technology License Agreement between Cloudium and Helix Data Systems GmbH, and (c) the credit agreement between Cloudium and Atlas Commercial Lending Corp. (requiring mandatory prepayment upon a change of control). These consent requirements are standard contractual provisions, and the obligation to use commercially reasonable efforts to obtain such consents is an enforceable covenant. We note that all required consents have been obtained or will be obtained prior to closing (the Aegis consent was received on June 12, 2024; the Helix consent was received on June 28, 2024; and the Atlas Commercial Lending Corp. payoff letter, which effectively addresses the change of control requirement, was received on July 5, 2024).

Appraisal Rights. Section 262 of the DGCL provides appraisal rights to stockholders of a Delaware corporation who do not vote in favor of a merger and who comply with certain procedural requirements. While Cloudium is an English company, the Merger Agreement preserves appraisal-like rights to the extent required by applicable law. The merger structure is compliant with Section 251 of the DGCL with respect to Merger Sub, and we are satisfied that the DGCL requirements have been met with respect to the Delaware entities' participation in the Merger.

Limited Guarantee. The Limited Guarantee constitutes an enforceable obligation of Fund VI GP. Consideration for the Limited Guarantee flows from Cloudium's agreement to enter into the Merger Agreement with Fund VI and Merger Sub, and the agreed maximum liability cap of $246,000,000 represents a finite, bargained-for limitation on Fund VI GP's obligations. The Limited Guarantee is governed by Delaware law and is enforceable in accordance with its terms, subject to the standard qualifications.

Conclusion: The Merger Agreement constitutes a valid, binding, and enforceable obligation of each of Fund VI and Merger Sub, enforceable against each such entity in accordance with its terms, subject to the standard qualifications and assumptions set forth in the Merger Opinion.

C. Enforceability of the Credit Agreement and Loan Documents (Opinion 1)

The Credit Agreement is governed by New York law. We have analyzed the enforceability of the Credit Agreement and the related loan documents as follows.

Credit Facilities. The Credit Agreement provides for two credit facilities: (a) a Term Loan B facility in the aggregate principal amount of $3,740,000,000, bearing interest at the Secured Overnight Financing Rate ("SOFR") plus 325 basis points, with a maturity date of July 9, 2031 (seven years from the Closing Date), and (b) a Revolving Credit Facility in the aggregate principal amount of $500,000,000, bearing interest at SOFR plus 275 basis points, with a maturity date of July 9, 2029 (five years from the Closing Date). The aggregate committed amount under the Credit Agreement is $4,240,000,000, consistent with the Debt Commitment Letter.

Covenant Package. The Credit Agreement contains financial covenants that are standard for leveraged finance transactions of this size and type. The principal financial maintenance covenant is a Total Net Leverage ratio not to exceed 6.50:1.00 at closing, stepping down to 6.00:1.00 at the end of the first fiscal year, 5.50:1.00 at the end of the second fiscal year, and 5.00:1.00 at the end of the third fiscal year and thereafter. Additionally, the Credit Agreement contains a springing First Lien Net Leverage covenant not to exceed 5.00:1.00, which is tested only when utilization of the Revolving Credit Facility exceeds 40% of the total revolving commitments. These covenants are within market parameters and are enforceable under New York law as standard contractual obligations.

Ticking Fee and Commitment Fee. The Credit Agreement provides for a ticking fee of 0.25% per annum on undrawn Term Loan B commitments, commencing on April 22, 2024 (ninety days after the date of the Debt Commitment Letter), and a commitment fee of 0.375% per annum on undrawn revolving commitments. Both fees are standard market terms in leveraged finance transactions and are enforceable under New York law.

Guarantee and Collateral Agreement. The Guarantee and Collateral Agreement provides for (a) guarantees by the domestic subsidiaries of the surviving corporation (the "Subsidiary Guarantors") of the obligations of the Borrower under the Credit Agreement and (b) pledges of the equity interests in the Subsidiary Guarantors and certain other collateral in favor of Meridian Atlantic Bank, N.A., as Collateral Agent, for the benefit of the secured parties.

We have analyzed the perfection requirements under Article 9 of the Uniform Commercial Code as enacted in the relevant jurisdictions (Delaware, New York, and California). The security interests in the pledged equity interests will be perfected through (i) the filing of UCC-1 financing statements in the applicable jurisdictions and (ii) the delivery of stock certificates and equity interest certificates (or, in the case of uncertificated interests, the execution of control agreements) to the Collateral Agent. We have reviewed the forms of the UCC-1 financing statements and confirmed that they adequately describe the collateral. We have also confirmed that the filing offices and debtor names to be used in the UCC-1 financing statements are correct.

The existing liens of Atlas Commercial Lending Corp. on the assets of Cloudium and its subsidiaries will be terminated at closing through the filing of UCC-3 termination statements and the delivery of lien release documentation. The payoff letter from Atlas Commercial Lending Corp., dated July 5, 2024, provides for the repayment in full of the existing indebtedness of $820,000,000 and the release of all liens upon receipt of the payoff amount. Upon termination of the existing liens and the filing of the new UCC-1 financing statements, the security interests granted under the Guarantee and Collateral Agreement will have first-priority status, subject only to permitted liens as defined in the Credit Agreement.

Intercreditor Agreement. The Intercreditor Agreement establishes the relative priorities and subordination arrangements among the secured parties under the Credit Agreement. The priority and subordination provisions are enforceable under New York law, which has well-developed case law supporting the enforceability of intercreditor arrangements, including provisions establishing relative lien priorities, waterfall payment mechanics, and standstill and turnover obligations.

Solvency Certificate. We have reviewed the form of the Solvency Certificate to be delivered at closing by the Chief Financial Officer of the surviving entity. The Solvency Certificate contains certifications as to the solvency of the surviving entity and its subsidiaries on a consolidated basis, immediately after giving effect to the Merger and the related transactions (including the incurrence of indebtedness under the Credit Agreement). The solvency representations are factual statemen

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, New York 10022
July 5, 2024
Matter No.: 1041-00003
To: Opinion File
From: Tiffany Rosenthal, Lead Associate, Mergers & Acquisitions Andrew Fitzpatrick, Working Associate, Mergers & Acquisitions
Reviewed by: Harrison Wexford, Responsible Partner, Mergers & Acquisitions
Re: Legal Opinion Backup Memorandum — Closing Opinions to Be Delivered July 9, 2024 in Connection with the Acquisition of Cloudium Technologies plc by Solara Digital Infrastructure Fund VI LP
Purpose: This memorandum sets forth the factual and legal bases supporting the enforceability and no-violation conclusions in the three closing opinions to be delivered by Calderwood & Harkness LLP on or about July 9, 2024: (1) the enforceability opinion to Meridian Atlantic Bank, N.A. (as Administrative Agent) regarding the Credit Agreement and related loan documents (the "Credit Opinion"); (2) the enforceability opinion to Cobalt Trust Company regarding the Escrow Agreement (the "Escrow Opinion"); and (3) the Delaware law opinion to Cloudium Technologies plc regarding due authorization, valid existence, and enforceability of the buyer's and Merger Sub's obligations under the Merger Agreement (the "Merger Opinion" and, together with the Credit Opinion and the Escrow Opinion, the "Closing Opinions"). This memorandum is prepared for internal use by Calderwood & Harkness LLP and is intended to document the diligence underlying each Closing Opinion. It is protected by the attorney-client privilege and the attorney work product doctrine and should not be disclosed to any third party without the prior written consent of the Responsible Partner.
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I. Introduction and Background
A. Transaction Overview
This memorandum relates to the closing opinions to be delivered in connection with the acquisition by Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI" or "Parent"), of Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales ("Cloudium" or the "Company"), by means of a reverse triangular merger.
The transaction is structured as follows. Stratos Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Fund VI ("Merger Sub"), will merge with and into Cloudium, with Cloudium surviving the merger as a wholly owned subsidiary of Fund VI (the "Merger"). At the effective time of the Merger, each outstanding share of Cloudium's common stock (other than shares held by dissenting stockholders, treasury shares, and shares subject to rollover arrangements) will be converted into the right to receive merger consideration of approximately $36.92 per share in cash. Based on 184,200,000 shares of Cloudium common stock outstanding as of the record date, the aggregate deal value is approximately $6,800,000,000.
The Merger is being effected pursuant to an Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP. The Merger Agreement is governed by the laws of the State of Delaware, and the Merger itself is being effected under the Delaware General Corporation Law (the "DGCL").
The scheduled closing date for the Merger is July 9, 2024 (the "Closing Date"). The Certificate of Merger is to be filed with the Secretary of State of the State of Delaware at 11:59 PM Eastern Time on July 9, 2024, at which time the Merger will become effective (the "Effective Time").
Cloudium Technologies plc is a public limited company incorporated under the laws of England and Wales with registered company number 09734521. Cloudium's shares are listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." Cloudium maintains its United States headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103. Cloudium is a provider of cloud-native enterprise resource planning, customer relationship management, and business intelligence software-as-a-service solutions, with operations spanning North America, Europe, and Asia.
The acquisition represents Fund VI's largest platform investment to date and falls squarely within the fund's stated investment mandate, which encompasses enterprise software, cloud infrastructure, data analytics, and SaaS platforms. Fund VI has aggregate committed capital of $12.4 billion (vintage 2022) and is managed by Solara Digital Infrastructure Partners LP ("SDILP") and its affiliated general partner entities.
B. Opinions to Be Delivered
Calderwood & Harkness LLP has been engaged to deliver three separate closing opinions in connection with the transaction, each addressed to a different recipient and covering distinct documents and legal conclusions. The three Closing Opinions are as follows:
Opinion 1 (the "Credit Opinion"): Calderwood & Harkness LLP to Meridian Atlantic Bank, N.A. (in its capacity as Administrative Agent under the Credit Agreement) — addressing the enforceability of the Credit Agreement, the Guarantee and Collateral Agreement, and the related loan documents entered into in connection with the debt financing of the acquisition.
Opinion 2 (the "Escrow Opinion"): Calderwood & Harkness LLP to Cobalt Trust Company — addressing the enforceability of the Escrow Agreement, pursuant to which $544,000,000 (representing 8% of the aggregate deal value) will be deposited into escrow at closing to secure post-closing indemnification obligations.
Opinion 3 (the "Merger Opinion"): Calderwood & Harkness LLP to Cloudium Technologies plc — addressing the due authorization, valid existence, and enforceability of Fund VI's and Merger Sub's obligations under the Merger Agreement, as required by Section 7.02(e) of the Merger Agreement as a condition to Cloudium's obligation to consummate the Merger.
Each of the Closing Opinions will be dated as of the Closing Date and will speak only as of that date. The firm will have no obligation to update or supplement any Closing Opinion after its delivery.
C. Scope and Limitations
The Closing Opinions are limited in scope to the laws of the State of New York, the laws of the State of Delaware (including the DGCL and the Delaware Limited Liability Company Act), and the federal laws of the United States. No opinion is being rendered on the laws of any other jurisdiction.
In particular, no opinion is being rendered on the laws of England and Wales (which govern the incorporation, organization, and corporate existence of Cloudium Technologies plc), the laws of the Republic of India (which are relevant to certain of Cloudium's subsidiaries and operations), or the laws of the Federal Republic of Germany (which are relevant to certain technology licensing arrangements between Cloudium and its German counterparty, Helix Data Systems GmbH). Separate opinions on English law matters are being delivered by Ridgeway Phelps & Sato LLP, London, and, as applicable, by Albright & Kerr LLP, London.
Each Closing Opinion will contain the standard qualifications, assumptions, and exceptions customarily included in legal opinions of this nature, including, without limitation, the bankruptcy and insolvency qualification, the equity qualification, and the qualification regarding the availability of specific performance and other equitable remedies. These qualifications are discussed in further detail in Section VII of this memorandum.
In rendering the Closing Opinions, we have relied on the officer's certificates, good standing certificates, secretary's certificates, and incumbency certificates described in this memorandum as our factual bases for certain conclusions. We have not independently verified the factual matters stated in such certificates, except to the extent set forth herein.
II. Identification of Opinion Parties and Key Entities
This Section identifies each of the parties to the opinion documents and the other key entities involved in the transaction, together with relevant organizational and contact information.
A. Solara Digital Infrastructure Fund VI LP ("Fund VI")
Fund VI is a Delaware limited partnership with Employer Identification Number 87-4523190. Fund VI maintains its principal office at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. The general partner of Fund VI is Solara Fund VI GP LLC, a Delaware limited liability company (discussed separately below).
Fund VI is the party to the Merger Agreement designated as "Parent." Fund VI is also the party that executed and delivered the Equity Commitment Letter, dated January 22, 2024, in favor of Merger Sub, committing to contribute up to $2,832,888,096 in equity to fund the merger consideration. Additionally, Fund VI is a party to the Co-Investment Agreement and certain rollover agreements entered into in connection with the transaction.
A Certificate of Good Standing for Fund VI was obtained from the Secretary of State of the State of Delaware on July 3, 2024, confirming that Fund VI is in good standing in Delaware as of that date. Fund VI is a vintage 2022 private equity fund with aggregate committed capital of $12.4 billion, focused on investments in enterprise software, cloud infrastructure, data analytics, and SaaS platforms.
B. Stratos Merger Sub Inc. ("Merger Sub")
Merger Sub is a Delaware corporation with Delaware File Number 7923841. Merger Sub maintains its registered office at 1209 Orange Street, Wilmington, Delaware 19801, c/o National Registered Agents Inc. Merger Sub was incorporated on January 8, 2024, solely for the purpose of effectuating the reverse triangular merger contemplated by the Merger Agreement. Merger Sub has conducted no business and has no assets, liabilities, or obligations other than those incidental to its formation and the transactions contemplated by the Merger Agreement.
The sole stockholder of Merger Sub is Fund VI. A Certificate of Good Standing for Merger Sub was obtained from the Secretary of State of the State of Delaware on July 3, 2024, confirming that Merger Sub is in good standing in Delaware as of that date. No amendments have been made to Merger Sub's Certificate of Incorporation since its original filing on January 8, 2024.
C. Solara Fund VI GP LLC ("Fund VI GP")
Fund VI GP is a Delaware limited liability company and serves as the sole general partner of Fund VI. Fund VI GP executed and delivered the Limited Guarantee, dated January 22, 2024, in favor of Cloudium, in the maximum aggregate amount of $246,000,000 (consisting of $221,000,000 in respect of the reverse termination fee payable under the Merger Agreement plus $25,000,000 in respect of reimbursement of enforcement costs). Fund VI GP is managed by its sole managing members, Marcus Elliston and Priya Narasimhan.
Formation documents and a good standing certificate for Fund VI GP have been obtained and reviewed, confirming that Fund VI GP is validly formed and existing under the laws of the State of Delaware.
D. Cloudium Technologies plc
Cloudium Technologies plc is a public limited company incorporated under the laws of England and Wales with registered company number 09734521. Cloudium's United States taxpayer Employer Identification Number is 83-2196754. Cloudium is listed on the Nasdaq Global Select Market under the ticker symbol "CLDM" and maintains its United States headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103.
Cloudium is a party to the Merger Agreement (as the "Company") and will, following the Effective Time, become the Borrower under the Credit Agreement. Our opinion regarding Cloudium's organizational authority under English law is outside the scope of the Closing Opinions; English law opinions are being delivered separately by Ridgeway Phelps & Sato LLP and Albright & Kerr LLP, as applicable.
E. Meridian Atlantic Bank, N.A.
Meridian Atlantic Bank, N.A. is a national banking association organized under the laws of the United States, with its principal office located at 383 Madison Avenue, New York, New York 10179. Meridian Atlantic Bank, N.A. is serving as the Administrative Agent and Lead Arranger under the Credit Agreement and is the addressee of the Credit Opinion (Opinion 1). The lead contact at Meridian Atlantic Bank, N.A. for purposes of this transaction is Graham Whitaker, Managing Director, Leveraged Finance.
F. Ironclad Capital Markets LLC
Ironclad Capital Markets LLC is a Delaware limited liability company with its principal office located at 200 West Street, New York, New York 10282. Ironclad Capital Markets LLC is serving as Co-Arranger and Joint Bookrunner under the Credit Agreement. The lead contact at Ironclad Capital Markets LLC for purposes of this transaction is Samuel Diaz, Director, Leveraged Finance. While Ironclad Capital Markets LLC is not a separate addressee of any Closing Opinion, it is a party to the Credit Agreement and the Debt Commitment Letter, and its organizational documents have been reviewed for purposes of confirming the authority of the financing parties.
G. Cobalt Trust Company
Cobalt Trust Company is a trust company organized under the laws of the State of New York, with its principal office located at 100 Wall Street, New York, New York 10005. Cobalt Trust Company is serving as the Escrow Agent under the Escrow Agreement and is the addressee of the Escrow Opinion (Opinion 2). The contact at Cobalt Trust Company for purposes of this transaction is Laura Ng, Vice President, Escrow Services.
III. Documents Reviewed
In connection with the preparation of this memorandum and the Closing Opinions, we have reviewed the following documents and materials. Unless otherwise indicated, all documents listed below have been reviewed in their final execution versions. Where documents are to be delivered or executed at closing, we have reviewed the most recent drafts available as of the date of this memorandum and will confirm execution and delivery at or prior to the time of delivery of the Closing Opinions.
A. Transaction Documents
1.  Merger Agreement. Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), by and among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP — Execution Version.
2.  Equity Commitment Letter. Equity Commitment Letter, dated as of January 22, 2024 (the "ECL"), from Solara Digital Infrastructure Fund VI LP to Stratos Merger Sub Inc., pursuant to which Fund VI has committed to contribute up to $2,832,888,096 in equity to Merger Sub (or its successor) to fund the merger consideration — Execution Version.
3.  Limited Guarantee. Limited Guarantee, dated as of January 22, 2024, from Solara Fund VI GP LLC in favor of Cloudium Technologies plc, in the maximum aggregate amount of $246,000,000 (comprising $221,000,000 in respect of the reverse termination fee and $25,000,000 in respect of reimbursement of enforcement costs) — Execution Version.
4.  Rollover Agreement — Jonathan Hargrove. Rollover Agreement, dated as of January 22, 2024, between Fund VI and Jonathan Hargrove, providing for the rollover of 50% of Mr. Hargrove's 7,736,400 shares of Cloudium common stock (representing approximately $142,814,544 in value at $36.92 per share) into equity interests in the post-closing structure — Execution Version.
5.  Rollover Agreement — Pinnacle Growth Ventures LLC. Rollover Agreement, dated as of January 22, 2024, between Fund VI and Pinnacle Growth Ventures LLC, providing for the rollover of 60% of Pinnacle's 21,367,200 shares of Cloudium common stock (representing approximately $473,241,408 in value at $36.92 per share) into equity interests in the post-closing structure — Execution Version.
6.  Voting/Support Agreements. Voting and Support Agreements, dated as of January 22, 2024, between Fund VI and each of Jonathan Hargrove and Pinnacle Growth Ventures LLC, pursuant to which such stockholders have agreed to vote their shares in favor of the Merger and against any alternative proposal — Execution Versions.
7.  Stockholder Representative Agreement. Stockholder Representative Agreement, dated as of January 22, 2024, appointing Douglas Pemberton as the Stockholder Representative for purposes of post-closing indemnification matters — Execution Version.
B. Financing Documents
8.  Credit Agreement. Credit Agreement, dated as of July 9, 2024 (the "Credit Agreement"), among Cloudium Technologies plc (as Borrower), Meridian Atlantic Bank, N.A. (as Administrative Agent), Ironclad Capital Markets LLC (as Co-Arranger), and the lenders party thereto, providing for (a) a $3,740,000,000 Term Loan B facility (bearing interest at SOFR plus 325 basis points, with a maturity date of July 9, 2031) and (b) a $500,000,000 Revolving Credit Facility (bearing interest at SOFR plus 275 basis points, with a maturity date of July 9, 2029) — Execution Version.
9.  Debt Commitment Letter. Debt Commitment Letter, dated as of January 22, 2024, from Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC to Fund VI, committing to provide up to $4,240,000,000 in aggregate debt financing for the acquisition — Execution Version.
10.  Guarantee and Collateral Agreement. Guarantee and Collateral Agreement, dated as of July 9, 2024 (the "GCA"), among the subsidiary guarantors party thereto and Meridian Atlantic Bank, N.A. (as Collateral Agent), providing for subsidiary guarantees and equity pledges in favor of the Collateral Agent for the benefit of the secured parties — Execution Version.
11.  Intercreditor Agreement. Intercreditor Agreement, dated as of July 9, 2024 (the "ICA"), among Meridian Atlantic Bank, N.A. (in its capacities as Administrative Agent and Collateral Agent) and the other agents party thereto, setting forth the respective priorities and subordination arrangements among the secured parties — Execution Version.
12.  Solvency Certificate. Form of Solvency Certificate to be delivered at closing by the Chief Financial Officer of the surviving entity, certifying as to the solvency of the surviving entity and its subsidiaries on a consolidated basis immediately after giving effect to the Merger and the related transactions, including the incurrence of indebtedness under the Credit Agreement — Form reviewed; execution copy to be delivered July 9, 2024.
C. Escrow Documents
13.  Escrow Agreement. Escrow Agreement, dated as of January 22, 2024, and effective as of the Closing Date (the "Escrow Agreement"), among Solara Digital Infrastructure Fund VI LP, Cobalt Trust Company (as Escrow Agent), and Douglas Pemberton (as Stockholder Representative), providing for the deposit of $544,000,000 (representing 8% of the aggregate deal value) into escrow at closing to secure post-closing indemnification obligations, with 50% of the escrowed funds ($272,000,000) to be released at twelve months post-closing (July 9, 2025) and the remainder to be released at eighteen months post-closing (January 9, 2026), in each case less amounts withheld for pending indemnification claims — Execution Version.
D. Organizational and Governance Documents
14.  Certificate of Incorporation — Stratos Merger Sub Inc. Certificate of Incorporation of Stratos Merger Sub Inc., filed with the Secretary of State of the State of Delaware on January 8, 2024 (Delaware File No. 7923841).
15.  Bylaws — Stratos Merger Sub Inc. Bylaws of Stratos Merger Sub Inc., adopted on January 8, 2024.
16.  Board Consent of Stratos Merger Sub Inc. Unanimous Written Consent of the Board of Directors of Stratos Merger Sub Inc., dated as of January 22, 2024, approving the Merger Agreement and the transactions contemplated thereby, including the merger of Merger Sub with and into Cloudium Technologies plc.
17.  Written Consent of Sole Stockholder. Written Consent of Solara Digital Infrastructure Fund VI LP, as the sole stockholder of Stratos Merger Sub Inc., dated as of January 22, 2024, approving the Merger Agreement in accordance with Sections 228 and 251 of the DGCL.
18.  Resolutions of Solara Fund VI GP LLC (as GP of Fund VI). Resolutions of Solara Fund VI GP LLC, acting in its capacity as general partner of Fund VI, dated as of January 22, 2024, authorizing Fund VI's execution of the Merger Agreement, the Equity Commitment Letter, the Limited Guarantee, the Escrow Agreement, the Rollover Agreements, and the other related transaction documents.
19.  Resolutions of Solara Digital GP LLC (as GP of SDILP). Resolutions of Solara Digital GP LLC, acting in its capacity as general partner of Solara Digital Infrastructure Partners LP, dated as of August 14, 2023, authorizing the engagement of counsel and financial advisors and the pursuit of the acquisition of Cloudium Technologies plc.
20.  Good Standing Certificates. Certificates of Good Standing for Stratos Merger Sub Inc. and Solara Digital Infrastructure Fund VI LP, each issued by the Secretary of State of the State of Delaware and dated July 3, 2024.
21.  Limited Partnership Agreement of Fund VI. Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure Fund VI LP — reviewed for authority provisions, investment mandate, GP discretionary authority, and limitations on partnership activity.
22.  Operating Agreement of Solara Fund VI GP LLC. Operating Agreement of Solara Fund VI GP LLC — reviewed for authority provisions, managing member approval requirements, and limitations on LLC activity.
E. Certificates and Confirmations
23.  Officer's Certificate of Buyer/Merger Sub. Officer's Certificate to be delivered at closing (July 9, 2024), certifying as to the continued accuracy of buyer's representations and warranties and compliance with buyer's covenants under the Merger Agreement as of the Closing Date — Form reviewed; execution copy to be delivered.
24.  Secretary's Certificate of Stratos Merger Sub Inc. Secretary's Certificate to be delivered at closing (July 9, 2024), attaching certified copies of organizational documents, resolutions, and incumbency certificates for Merger Sub — Form reviewed; execution copy to be delivered.
25.  Secretary's Certificate of Solara Digital Infrastructure Fund VI LP. Secretary's Certificate to be delivered at closing (July 9, 2024), attaching certified copies of organizational documents, resolutions, and incumbency certificates for Fund VI — Form reviewed; execution copy to be delivered.
F. Other Documents Reviewed
26.  Funds Flow Memorandum. Funds Flow Memorandum — Final Execution Version, dated July 8, 2024, setting forth the wire instructions, amounts, and sequence of all closing-day fund transfers among the transaction parties, the Escrow Agent, and the lenders under the Credit Agreement.
27.  Payoff Letter. Payoff Letter from Atlas Commercial Lending Corp., dated July 5, 2024, setting forth the payoff amount of $820,000,000 required to satisfy and discharge Cloudium's existing indebtedness under its senior secured credit facility with Atlas Commercial Lending Corp., together with the related lien release documentation.
28.  UCC and Lien Search Results. Uniform Commercial Code and lien search results for relevant filing jurisdictions, including the State of Delaware (Secretary of State), the State of New York (Department of State and New York County Clerk), and the State of California (Secretary of State), conducted as of July 1, 2024.
29.  R&W Insurance Policy. Representations and Warranties Insurance Policy (Policy No. NFA-TRI-2024-00487) — reviewed for reference regarding subrogation, coverage interplay with the escrow, and potential impact on indemnification mechanics; no opinion rendered regarding the insurance policy itself.
30.  Co-Investment Agreement. Co-Investment Agreement, dated as of January 22, 2024, among Fund VI, Solara Digital Co-Invest VI-A LP, and Fund VI GP, pursuant to which Solara Digital Co-Invest VI-A LP has committed to co-invest up to $425,000,000 alongside Fund VI in connection with the acquisition.
IV. Factual Bases for Opinion Conclusions
This Section sets forth the factual bases supporting the principal conclusions in each of the Closing Opinions. The analysis is organized by opinion conclusion: valid existence and good standing, due authorization, and execution and delivery.
A. Valid Existence and Good Standing
1. Stratos Merger Sub Inc.
Stratos Merger Sub Inc. was incorporated in the State of Delaware on January 8, 2024, by the filing of its Certificate of Incorporation with the Secretary of State of the State of Delaware. Merger Sub was assigned Delaware File Number 7923841. We have reviewed the Certificate of Incorporation as filed, and we confirm that it was duly executed and filed in accordance with Section 101 of the DGCL.
A Certificate of Good Standing for Merger Sub was obtained from the Secretary of State of the State of Delaware on July 3, 2024. The Certificate of Good Standing confirms that Merger Sub is a validly existing corporation in good standing under the laws of the State of Delaware as of that date. Merger Sub's registered agent is National Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.
No amendments have been made to Merger Sub's Certificate of Incorporation since its original filing on January 8, 2024. We have reviewed the records of the Delaware Secretary of State and confirmed that all franchise taxes due from Merger Sub are current through the date of the good standing certificate. Merger Sub has conducted no business and incurred no liabilities other than those related to its formation and the transactions contemplated by the Merger Agreement.
Conclusion: We are satisfied that Merger Sub is a validly existing corporation in good standing under the laws of the State of Delaware, and we have an adequate factual basis to deliver the valid existence and good standing opinion with respect to Merger Sub in each of the Closing Opinions.
2. Solara Digital Infrastructure Fund VI LP
Fund VI is a limited partnership organized under the laws of the State of Delaware. Fund VI's limited partnership was formed by the filing of a Certificate of Limited Partnership with the Secretary of State of the State of Delaware. Fund VI's general partner is Solara Fund VI GP LLC, a Delaware limited liability company.
A Certificate of Good Standing for Fund VI was obtained from the Secretary of State of the State of Delaware on July 3, 2024. The Certificate of Good Standing confirms that Fund VI is a validly existing limited partnership in good standing under the laws of the State of Delaware as of that date. Fund VI's Employer Identification Number is 87-4523190.
We have reviewed the Amended and Restated Agreement of Limited Partnership of Fund VI and have confirmed that the partnership has been validly formed in accordance with the Delaware Revised Uniform Limited Partnership Act (the "DRULPA"). The general partner has maintained the partnership in compliance with the terms of its partnership agreement and applicable Delaware law.
Conclusion: We are satisfied that Fund VI is a validly existing limited partnership in good standing under the laws of the State of Delaware, and we have an adequate factual basis to deliver the valid existence and good standing opinion with respect to Fund VI in each of the Closing Opinions.
3. Solara Fund VI GP LLC
Fund VI GP is a limited liability company organized under the laws of the State of Delaware. Fund VI GP serves as the sole general partner of Fund VI and is the guarantor under the Limited Guarantee in favor of Cloudium.
We have reviewed the formation documents of Fund VI GP, including its Certificate of Formation as filed with the Secretary of State of the State of Delaware, and its Operating Agreement. A Certificate of Good Standing for Fund VI GP has been obtained from the Secretary of State of the State of Delaware, confirming that Fund VI GP is a validly existing limited liability company in good standing under the laws of the State of Delaware.
Conclusion: We are satisfied that Fund VI GP is a validly existing limited liability company in good standing under the laws of the State of Delaware. While the Closing Opinions do not separately address Fund VI GP's valid existence (the Limited Guarantee opinion is embedded within the Merger Opinion and the fund-level enforceability conclusions), this conclusion supports the overall opinion analysis.
B. Due Authorization — Merger Agreement
1. Stratos Merger Sub Inc.
The authorization of the Merger Agreement by Merger Sub required two levels of corporate approval: (a) approval by Merger Sub's board of directors and (b) approval by Merger Sub's sole stockholder.
Board Approval. The sole director of Merger Sub executed a Unanimous Written Consent of the Board of Directors, dated as of January 22, 2024, approving the Merger Agreement and the transactions contemplated thereby, including the merger of Merger Sub with and into Cloudium Technologies plc. The board consent was executed in accordance with Section 141(f) of the DGCL, which permits action by written consent in lieu of a meeting if signed by all members of the board. We have reviewed the board consent and confirmed that it was duly executed by the sole director and that it expressly authorizes the execution, delivery, and performance by Merger Sub of the Merger Agreement and all ancillary documents and the consummation of the Merger.
Stockholder Approval. Fund VI, as the sole stockholder of Merger Sub, executed a Written Consent of the Sole Stockholder, dated as of January 22, 2024, approving the Merger Agreement. This stockholder consent was executed in accordance with Section 228 of the DGCL, which permits stockholder action by written consent without a meeting if signed by stockholders holding not less than the minimum number of votes that would be necessary to authorize the action at a meeting at which all shares entitled to vote were present and voted. Because Fund VI holds 100% of the outstanding shares of Merger Sub, the written consent of Fund VI constitutes the unanimous approval of the sole stockholder. The Merger itself has been approved in accordance with Section 251 of the DGCL, which governs mergers of domestic corporations. Section 251(c) requires that the certificate of merger be filed with the Secretary of State upon or after the effective date of the merger, which will occur at 11:59 PM ET on July 9, 2024.
Governing Documents. We have reviewed Merger Sub's Certificate of Incorporation and Bylaws. The Certificate of Incorporation contains a broad corporate purposes clause authorizing Merger Sub to engage in any lawful activity for which corporations may be organized under the DGCL. There are no provisions in the Certificate of Incorporation or Bylaws that prohibit or restrict the merger or that impose any supermajority or special approval requirements for the execution or performance of the Merger Agreement. There are no provisions requiring the consent of any third party or the satisfaction of any additional conditions precedent to the authorization of the Merger by Merger Sub.
Conclusion: All necessary corporate action has been taken by Merger Sub to authorize the execution, delivery, and performance of the Merger Agreement and the consummation of the Merger. We have an adequate factual basis to deliver the due authorization opinion with respect to Merger Sub.
2. Solara Digital Infrastructure Fund VI LP
The authorization of the Merger Agreement by Fund VI required action by Fund VI GP, as Fund VI's sole general partner, acting on behalf of Fund VI.
GP Resolutions. The managing members of Solara Fund VI GP LLC, acting in their capacity as the governing body of Fund VI GP (and, through Fund VI GP, on behalf of Fund VI), adopted resolutions dated as of January 22, 2024 (the "Fund VI GP Resolutions"), authorizing Fund VI's execution, delivery, and performance of the Merger Agreement, the Equity Commitment Letter (in the amount of $2,832,888,096), the Limited Guarantee, the Rollover Agreements, the Escrow Agreement, and the related transaction documents. The Fund VI GP Resolutions were adopted by the unanimous written consent of the managing members, Marcus Elliston and Priya Narasimhan.
Limited Partnership Agreement. We have reviewed the Amended and Restated Agreement of Limited Partnership of Fund VI (the "Fund VI LPA") for relevant authority provisions. The Fund VI LPA grants the general partner full authority to bind the partnership in connection with investments, acquisitions, and dispositions within Fund VI's stated investment mandate. The investment mandate encompasses enterprise software, cloud infrastructure, data analytics, and SaaS platforms. Cloudium Technologies plc, as a cloud-native ERP, CRM, and BI SaaS company, falls squarely within this investment mandate.
Investment Parameters. The acquisition of Cloudium at an aggregate deal value of $6,800,000,000 is within Fund VI's committed capital of $12.4 billion. We have confirmed that the Fund VI LPA does not impose any single-investment concentration limits that would be exceeded by this acquisition (the applicable concentration limit under the Fund VI LPA is 20% of committed capital, or $2,480,000,000, for equity invested; the equity check for the Cloudium acquisition, after taking into account the debt financing and the co-investment, is approximately $2,832,888,096, which, after giving effect to the co-investment by Solara Digital Co-Invest VI-A LP ($425,000,000) and the rollover equity ($616,055,952), results in a net Fund VI equity contribution of approximately $1,791,832,144, well within the concentration limit).
Limited Partner Consent. The Fund VI LPA does not require the consent of the limited partners for individual investment decisions. The general partner has discretionary authority over all investment activity, subject to compliance with the fund's investment mandate, concentration limits, and other portfolio-level guidelines. No limited partner consent was required or sought in connection with the Cloudium acquisition. We have confirmed that no side letter or other arrangement with any limited partner of Fund VI imposes any consent or approval requirement that would be triggered by the Cloudium acquisition.
Conclusion: All necessary partnership action has been taken by Fund VI to authorize the execution, delivery, and performance of the Merger Agreement and the ancillary documents. We have an adequate factual basis to deliver the due authorization opinion with respect to Fund VI.
3. Solara Fund VI GP LLC (for Limited Guarantee)
The Limited Guarantee was executed and delivered by Fund VI GP in favor of Cloudium on January 22, 2024. The maximum aggregate amount of Fund VI GP's obligations under the Limited Guarantee is $246,000,000, consisting of $221,000,000 in respect of the reverse termination fee payable by Fund VI under Section 8.03(b) of the Merger Agreement, plus $25,000,000 in respect of reimbursement of enforcement costs incurred by Cloudium in connection with the enforcement of the Limited Guarantee or the Merger Agreement.
The Fund VI GP Resolutions dated January 22, 2024, expressly approved the execution and delivery of the Limited Guarantee by Fund VI GP. The resolutions were adopted by the unanimous written consent of the managing members, Marcus Elliston and Priya Narasimhan. We have reviewed the Operating Agreement of Fund VI GP and confirmed that the managing members constitute the governing body of Fund VI GP and have the authority to approve actions on behalf of the LLC, including the execution and delivery of guarantees in connection with Fund VI's investment activities. The guarantee amount of $246,000,000 is within the authorized scope of the managing members' authority under the Operating Agreement.
Conclusion: All necessary limited liability company action has been taken by Fund VI GP to authorize the execution and delivery of the Limited Guarantee. The guarantee is a valid and enforceable obligation of Fund VI GP, and we have an adequate factual basis to deliver the due authorization opinion with respect to Fund VI GP.
C. Due Authorization — Credit Agreement and Loan Documents (Opinion 1)
1. Borrower Authorization (Cloudium as Post-Merger Surviving Entity)
At the Effective Time, Cloudium will survive the Merger as a wholly owned subsidiary of Fund VI. Immediately following the Effective Time, the board of directors of the surviving corporation will adopt resolutions authorizing the Credit Agreement and the related loan documents. The surviving corporation's Certificate of Incorporation and Bylaws will be in the forms attached as Exhibits B and C to the Merger Agreement, respectively, which we have reviewed. Neither the form Certificate of Incorporation nor the form Bylaws contains any restrictions on the surviving corporation's ability to borrow money, incur indebtedness, grant liens, or guarantee the obligations of its subsidiaries. The corporate purposes clause in the form Certificate of Incorporation is sufficiently broad to authorize the surviving corporation's entry into the Credit Agreement and the related loan documents.
The Credit Agreement will be executed by authorized officers of the surviving corporation, whose incumbency will be confirmed through the incumbency certificates attached to the Secretary's Certificate to be delivered at closing. We will review the executed versions of the board resolutions and secretary's certificate prior to delivery of the Credit Opinion.
We note that our opinion as to Cloudium's organizational authority is limited to the post-merger surviving corporation's Delaware-law organizational documents (as amended and restated at the Effective Time). Cloudium's organizational authority under English law (including any limitations or requirements imposed by the UK Companies Act 2006) is outside the scope of our Closing Opinions. English law opinions addressing Cloudium's organizational authority are being delivered separately by Ridgeway Phelps & Sato LLP and Albright & Kerr LLP, as applicable.
2. Fund VI and Merger Sub Authorization for Financing-Related Documents
The Fund VI GP Resolutions dated January 22, 2024, expressly authorize Fund VI's execution of all documents contemplated by the Debt Commitment Letter, including the Equity Commitment Letter and any side letters, fee letters, or other agreements related to the debt financing. The Merger Sub board consent similarly contemplates closing actions, including cooperation with the financing and the execution of any documents reasonably required in connection therewith.
Conclusion: The buyer-side entities have been duly authorized to execute and deliver the financing-related documents. We have an adequate factual basis to deliver the due authorization conclusions in the Credit Opinion.
D. Due Authorization — Escrow Agreement (Opinion 2)
The Escrow Agreement is among Fund VI, Cobalt Trust Company (as Escrow Agent), and Douglas Pemberton (as Stockholder Representative). The escrow deposit amount is $544,000,000, representing 8% of the aggregate deal value.
The Fund VI GP Resolutions dated January 22, 2024, expressly authorize Fund VI's execution of the Escrow Agreement. The escrow amount of $544,000,000 is within the authorized scope of the resolutions, which authorize Fund VI's participation in all aspects of the transaction, including the establishment and funding of the escrow contemplated by the Merger Agreement.
The Stockholder Representative Agreement, dated January 22, 2024, appoints Douglas Pemberton as the Stockholder Representative for purposes of post-closing indemnification matters, including matters arising under the Escrow Agreement. Mr. Pemberton's authority is derived from the Merger Agreement (Section 10.01) and was confirmed by the approval of Cloudium's board of directors and stockholders. At the special meeting of Cloudium's stockholders held on May 20, 2024, 82.4% of the shares voted were cast in favor of the Merger Agreement (which includes the appointment of Mr. Pemberton as Stockholder Representative and the establishment of the escrow).
Conclusion: All necessary action has been taken to authorize Fund VI's execution of the Escrow Agreement. The Stockholder Representative's authority has been duly conferred. We have an adequate factual basis to deliver the due authorization conclusions in the Escrow Opinion.
E. Execution and Delivery
We have reviewed the execution and delivery of each of the opinion documents as follows:
Merger Agreement. Signature pages for the Merger Agreement were collected from all parties on January 22, 2024. The Merger Agreement was executed in counterpart, with each party executing and delivering its signature page separately. Counterpart execution is expressly authorized by Section 11.10 of the Merger Agreement. We have confirmed that signature pages were received from each of Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP.
Credit Agreement and Loan Documents. The Credit Agreement, the Guarantee and Collateral Agreement, and the Intercreditor Agreement are to be executed and delivered at the closing on July 9, 2024. We have reviewed the final execution versions of each of these documents and have confirmed the identities of the authorized officers who will execute them on behalf of the respective parties, as reflected in the incumbency certificates attached to the Secretary's Certificates to be delivered at closing. We will confirm execution and delivery at or prior to the time of delivery of the Credit Opinion.
Escrow Agreement. The Escrow Agreement was signed on January 22, 2024, with effectiveness conditioned upon the closing of the Merger. Signature pages were executed in counterpart by Fund VI, Cobalt Trust Company, and Douglas Pemberton. Counterpart execution is authorized by the terms of the Escrow Agreement. We have confirmed receipt of all signature pages.
Limited Guarantee. The Limited Guarantee was executed and delivered by Fund VI GP on January 22, 2024. The signature page was executed by Marcus Elliston, in his capacity as managing member of Fund VI GP. We have confirmed receipt of the executed signature page.
All documents were executed in counterpart as permitted by their respective terms, and in each case by persons authorized to execute on behalf of the respective parties.
Conclusion: Each of the opinion documents has been (or, in the case of the closing-day documents, will be at closing) duly executed and delivered by the parties thereto. We have an adequate factual basis to deliver the execution and delivery conclusions in each of the Closing Opinions.
V. Legal Analysis — Enforceability
This Section sets forth the legal analysis supporting the enforceability conclusions in each of the Closing Opinions. For each opinion document, we analyze the applicable enforceability framework, the specific provisions that require analysis, and the conclusions to be rendered.
A. General Enforceability Framework
Each of the opinion documents is governed by either New York law (the Credit Agreement and the Escrow Agreement) or Delaware law (the Merger Agreement). Under both New York and Delaware law, the enforceability of a contract requires the satisfaction of four fundamental elements:
(i) the parties had the capacity and authority to contract;
(ii) there was mutual assent, consisting of a valid offer and acceptance;
(iii) the agreement was supported by adequate consideration; and
(iv) the subject matter of the agreement is lawful.
In addition, under both New York and Delaware law, the enforceability of a contract is subject to certain standard qualifications that are customarily included in legal opinions. These qualifications are discussed in detail in Section VII of this memorandum, but are summarized here for purposes of the enforceability analysis:
•  Bankruptcy/Insolvency Qualification: The enforceability of each opinion document is subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws relating to or affecting the enforcement of creditors' rights generally.
•  Equity Qualification: The enforceability of each opinion document is subject to general principles of equity (including concepts of materiality, reasonableness, good faith, and fair dealing), whether applied in a proceeding in equity or at law.
•  Specific Performance: The availability of equitable remedies, including specific performance and injunctive relief, is subject to the discretion of the court before which any proceeding is brought.
Subject to these standard qualifications, and based on the analysis set forth below, we have concluded that each of the opinion documents constitutes a valid, binding, and enforceable obligation of the opinion parties.
B. Enforceability of the Merger Agreement (Opinion 3)
The Merger Agreement is governed by Delaware law. We have analyzed the enforceability of the Merger Agreement and the obligations of Fund VI and Merger Sub thereunder as follows.
General Enforceability. The Merger Agreement constitutes a valid and binding obligation of each of Fund VI and Merger Sub, enforceable against each such entity in accordance with its terms, subject to the standard qualifications described above and in Section VII of this memorandum. The Merger Agreement was entered into by parties with the requisite capacity and authority (as discussed in Section IV.B above), reflects mutual assent (as evidenced by the execution and delivery of the Merger Agreement by all parties on January 22, 2024), is supported by adequate consideration, and has a lawful subject matter.
Consideration. The Merger Agreement is supported by ample consideration flowing between the parties. The consideration includes the mutual promises and covenants set forth in the Merger Agreement, including (a) Fund VI's and Merger Sub's obligation to pay the merger consideration of $36.92 per share (aggregating approximately $6,800,000,000), (b) the mutual representations and warranties of the parties, (c) the mutual covenants of the parties (including the interim operating covenants, the financing cooperation covenants, and the regulatory approval covenants), (d) the indemnification obligations of the parties under Article IX of the Merger Agreement, and (e) the rollover equity arrangements providing for the exchange of Cloudium shares held by Jonathan Hargrove and Pinnacle Growth Ventures LLC for equity interests in the post-closing structure.
Specific Terms Analyzed for Enforceability. We have analyzed the following specific provisions of the Merger Agreement for enforceability:
Indemnification Provisions. Article IX of the Merger Agreement contains detailed post-closing indemnification provisions. The indemnification obligations are subject to a cap of 15% of the aggregate deal value ($1,020,000,000), an 18-month survival period for representations and warranties (other than fundamental representations, which survive indefinitely, and tax representations, which survive until 60 days following the expiration of the applicable statute of limitations), a tipping basket of $51,000,000 (0.75% of the aggregate deal value), and a per-claim de minimis threshold of $500,000. The escrow deposit of $544,000,000 provides the exclusive source of recovery for indemnifiable losses (other than fraud and intentional misrepresentation). These provisions are within the market range for transactions of this size and type and are enforceable under Delaware law. Delaware courts have consistently upheld reasonable contractual limitations on indemnification liability, including caps, baskets, and survival periods, as legitimate expressions of the parties' bargained-for allocation of risk. We do not believe any of these provisions present enforceability concerns.
Termination Fee ($221,000,000 = 3.25% of deal value). Section 8.03(a) of the Merger Agreement provides for the payment by Cloudium of a termination fee of $221,000,000 to Fund VI upon the occurrence of certain specified triggering events, including a change of board recommendation by Cloudium's board of directors or the consummation of an alternative transaction within twelve months following termination. The termination fee of 3.25% of the aggregate deal value is within the range of termination fees that Delaware courts have upheld as reasonable liquidated damages rather than unenforceable penalties. The Delaware Chancery Court has regularly upheld termination fees in the range of 2% to 4% of deal value, and the Supreme Court of Delaware has affirmed this approach in numerous decisions. We are satisfied that the termination fee constitutes a reasonable estimate of the damages that Fund VI would suffer in the event of a termination giving rise to the fee, and does not constitute an unenforceable penalty.
Reverse Termination Fee ($374,000,000 = 5.5% of deal value). Section 8.03(b) of the Merger Agreement provides for the payment by Fund VI of a reverse termination fee of $374,000,000 to Cloudium upon the occurrence of certain specified triggering events, including a failure of Fund VI or Merger Sub to consummate the Merger when all conditions to closing have been satisfied and a material breach by Fund VI or Merger Sub of their representations, warranties, or covenants that is not cured within the applicable cure period. The reverse termination fee of 5.5% of the aggregate deal value is at the higher end of the range typically seen in private equity-backed public company acquisitions, but remains within the range that Delaware courts have upheld as enforceable. Delaware precedent supports the validity of buyer-side reverse break fees in this range, particularly in the context of leveraged acquisitions where the buyer's financing is subject to conditions and the seller faces significant risk of deal failure. Fund VI's obligation to pay the reverse termination fee is supported by the Limited Guarantee from Fund VI GP (in the aggregate amount of $246,000,000, consisting of $221,000,000 in respect of the reverse termination fee plus $25,000,000 in enforcement costs). We note that the Limited Guarantee does not cover the full amount of the reverse termination fee, but that limitation reflects the parties' bargained-for allocation of risk and does not affect the enforceability of the underlying obligation.
No-Shop Provision with Fiduciary-Out. Section 6.03 of the Merger Agreement contains a customary no-shop provision restricting Cloudium's ability to solicit, initiate, or encourage competing acquisition proposals following the execution of the Merger Agreement. The no-shop provision includes a fiduciary-out exception that permits Cloudium's board of directors to engage with unsolicited superior proposals and to change its recommendation to Cloudium's stockholders if the board determines in good faith (after consultation with outside legal counsel and financial advisors) that failure to do so would be inconsistent with the board's fiduciary duties under applicable law. The inclusion of a fiduciary-out exception is standard in public company merger agreements and preserves the board's ability to comply with its fiduciary obligations. Delaware courts have consistently upheld no-shop provisions with fiduciary-out exceptions as enforceable, and we do not believe this provision presents any enforceability concern.
Material Adverse Effect Definition. Section 1.01 of the Merger Agreement defines "Material Adverse Effect" in a manner consistent with market practice, including customary carveouts for the effects of pandemics, war, terrorism, changes in applicable law, changes in GAAP or other accounting standards, changes in general economic or market conditions, changes affecting the industries in which Cloudium operates generally (in each case, to the extent such effects do not disproportionately affect Cloudium relative to its peers), and the effects of the announcement or pendency of the transactions contemplated by the Merger Agreement. The enforceability of MAE/MAC definitions is well-established under Delaware precedent. The Delaware Chancery Court's analytical framework, as developed in cases including the Hexion and Akorn lines of authority, provides a robust body of precedent confirming the enforceability of MAE provisions. We have reviewed the Merger Agreement's MAE definition against the prevailing Delaware case law framework and are satisfied that it is enforceable.
Change of Control Provisions. Sections 6.04 and 6.05 of the Merger Agreement address the parties' obligations with respect to obtaining consents under Cloudium's existing contracts that contain change of control provisions. The material contracts requiring consent include: (a) the Master SaaS Agreement between Cloudium and Aegis Federal Solutions Inc. (representing approximately $84,000,000 in annual recurring revenue), (b) the Technology License Agreement between Cloudium and Helix Data Systems GmbH, and (c) the credit agreement between Cloudium and Atlas Commercial Lending Corp. (requiring mandatory prepayment upon a change of control). These consent requirements are standard contractual provisions, and the obligation to use commercially reasonable efforts to obtain such consents is an enforceable covenant. We note that all required consents have been obtained or will be obtained prior to closing (the Aegis consent was received on June 12, 2024; the Helix consent was received on June 28, 2024; and the Atlas Commercial Lending Corp. payoff letter, which effectively addresses the change of control requirement, was received on July 5, 2024).
Appraisal Rights. Section 262 of the DGCL provides appraisal rights to stockholders of a Delaware corporation who do not vote in favor of a merger and who comply with certain procedural requirements. While Cloudium is an English company, the Merger Agreement preserves appraisal-like rights to the extent required by applicable law. The merger structure is compliant with Section 251 of the DGCL with respect to Merger Sub, and we are satisfied that the DGCL requirements have been met with respect to the Delaware entities' participation in the Merger.
Limited Guarantee. The Limited Guarantee constitutes an enforceable obligation of Fund VI GP. Consideration for the Limited Guarantee flows from Cloudium's agreement to enter into the Merger Agreement with Fund VI and Merger Sub, and the agreed maximum liability cap of $246,000,000 represents a finite, bargained-for limitation on Fund VI GP's obligations. The Limited Guarantee is governed by Delaware law and is enforceable in accordance with its terms, subject to the standard qualifications.
Conclusion: The Merger Agreement constitutes a valid, binding, and enforceable obligation of each of Fund VI and Merger Sub, enforceable against each such entity in accordance with its terms, subject to the standard qualifications and assumptions set forth in the Merger Opinion.
C. Enforceability of the Credit Agreement and Loan Documents (Opinion 1)
The Credit Agreement is governed by New York law. We have analyzed the enforceability of the Credit Agreement and the related loan documents as follows.
Credit Facilities. The Credit Agreement provides for two credit facilities: (a) a Term Loan B facility in the aggregate principal amount of $3,740,000,000, bearing interest at the Secured Overnight Financing Rate ("SOFR") plus 325 basis points, with a maturity date of July 9, 2031 (seven years from the Closing Date), and (b) a Revolving Credit Facility in the aggregate principal amount of $500,000,000, bearing interest at SOFR plus 275 basis points, with a maturity date of July 9, 2029 (five years from the Closing Date). The aggregate committed amount under the Credit Agreement is $4,240,000,000, consistent with the Debt Commitment Letter.
Covenant Package. The Credit Agreement contains financial covenants that are standard for leveraged finance transactions of this size and type. The principal financial maintenance covenant is a Total Net Leverage ratio not to exceed 6.50:1.00 at closing, stepping down to 6.00:1.00 at the end of the first fiscal year, 5.50:1.00 at the end of the second fiscal year, and 5.00:1.00 at the end of the third fiscal year and thereafter. Additionally, the Credit Agreement contains a springing First Lien Net Leverage covenant not to exceed 5.00:1.00, which is tested only when utilization of the Revolving Credit Facility exceeds 40% of the total revolving commitments. These covenants are within market parameters and are enforceable under New York law as standard contractual obligations.
Ticking Fee and Commitment Fee. The Credit Agreement provides for a ticking fee of 0.25% per annum on undrawn Term Loan B commitments, commencing on April 22, 2024 (ninety days after the date of the Debt Commitment Letter), and a commitment fee of 0.375% per annum on undrawn revolving commitments. Both fees are standard market terms in leveraged finance transactions and are enforceable under New York law.
Guarantee and Collateral Agreement. The Guarantee and Collateral Agreement provides for (a) guarantees by the domestic subsidiaries of the surviving corporation (the "Subsidiary Guarantors") of the obligations of the Borrower under the Credit Agreement and (b) pledges of the equity interests in the Subsidiary Guarantors and certain other collateral in favor of Meridian Atlantic Bank, N.A., as Collateral Agent, for the benefit of the secured parties.
We have analyzed the perfection requirements under Article 9 of the Uniform Commercial Code as enacted in the relevant jurisdictions (Delaware, New York, and California). The security interests in the pledged equity interests will be perfected through (i) the filing of UCC-1 financing statements in the applicable jurisdictions and (ii) the delivery of stock certificates and equity interest certificates (or, in the case of uncertificated interests, the execution of control agreements) to the Collateral Agent. We have reviewed the forms of the UCC-1 financing statements and confirmed that they adequately describe the collateral. We have also confirmed that the filing offices and debtor names to be used in the UCC-1 financing statements are correct.
The existing liens of Atlas Commercial Lending Corp. on the assets of Cloudium and its subsidiaries will be terminated at closing through the filing of UCC-3 termination statements and the delivery of lien release documentation. The payoff letter from Atlas Commercial Lending Corp., dated July 5, 2024, provides for the repayment in full of the existing indebtedness of $820,000,000 and the release of all liens upon receipt of the payoff amount. Upon termination of the existing liens and the filing of the new UCC-1 financing statements, the security interests granted under the Guarantee and Collateral Agreement will have first-priority status, subject only to permitted liens as defined in the Credit Agreement.
Intercreditor Agreement. The Intercreditor Agreement establishes the relative priorities and subordination arrangements among the secured parties under the Credit Agreement. The priority and subordination provisions are enforceable under New York law, which has well-developed case law supporting the enforceability of intercreditor arrangements, including provisions establishing relative lien priorities, waterfall payment mechanics, and standstill and turnover obligations.
Solvency Certificate. We have reviewed the form of the Solvency Certificate to be delivered at closing by the Chief Financial Officer of the surviving entity. The Solvency Certificate contains certifications as to the solvency of the surviving entity and its subsidiaries on a consolidated basis, immediately after giving effect to the Merger and the related transactions (including the incurrence of indebtedness under the Credit Agreement). The solvency representations are factual statemen

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