[sheet: Overview]

Field	Value
Matter Number	1041-00003
Client	Solara Digital Infrastructure LP
Investing Entity	Solara Digital Infrastructure Fund VI LP
Target	Cloudium Technologies plc (Nasdaq: CLDM)
Transaction	Reverse Triangular Merger — Stratos Merger Sub Inc. merged with and into Cloudium Technologies plc
Deal Value	$6,800,000,000
Closing Date	July 9, 2024
Effective Time	11:59 PM ET, July 9, 2024
Surviving Entity	Cloudium Technologies plc (wholly owned subsidiary of Fund VI)
Governing Law	State of Delaware (DGCL)
Responsible Partner	Harrison Wexford (Calderwood & Harkness LLP)
Lead Associate	Tiffany Rosenthal (Calderwood & Harkness LLP)
Working Associate	Andrew Fitzpatrick (Calderwood & Harkness LLP)
Tax Specialist	Leonard Cross (Calderwood & Harkness LLP)
Antitrust Specialist	Elaine Forsythe (Calderwood & Harkness LLP)
Billing Partner	Beatrice Holloway (Calderwood & Harkness LLP)
Tracker Prepared By	Tiffany Rosenthal
Date Prepared	July 10, 2024
Last Updated	July 10, 2024

[sheet: Escrow Releases]

Item No.	Obligation Description	Escrow Agent	Escrow Amount	Release Date	Release Amount	Conditions to Release	Responsible Party — Internal	Responsible Party — External	Stockholder Representative	Status	Notes
1	Escrow Deposit — Confirmation of Funding	Cobalt Trust Company (Laura Ng, VP)	$544,000,000	July 9, 2024	$544,000,000	Wire transfer confirmed at closing	Andrew Fitzpatrick	Cobalt Trust Company	Douglas Pemberton	Completed	Wire confirmation received July 9, 2024; 8% of $6,800,000,000 deal value deposited
2	First Escrow Release — 12 Months Post-Closing	Cobalt Trust Company (Laura Ng, VP)	$272,000,000	July 9, 2025	$272,000,000 less pending claims	50% of escrow released; reduction for any pending indemnification claims as of release date; joint written instructions from Fund VI and Stockholder Representative required	Tiffany Rosenthal	Cobalt Trust Company	Douglas Pemberton	Pending — Due July 9, 2025	Per Escrow Agreement; also triggers R&W retention drop-down from $544,000,000 to $272,000,000 if no pending claims under Northfield Assurance policy (NFA-TRI-2024-00487)
3	Second / Final Escrow Release — 18 Months Post-Closing (Survival Period Expiry)	Cobalt Trust Company (Laura Ng, VP)	Remaining balance	January 9, 2026	Remaining balance less pending claims	Remainder of escrow released at expiration of 18-month survival period; reduction for any pending indemnification claims; joint written instructions required	Tiffany Rosenthal	Cobalt Trust Company	Douglas Pemberton	Pending — Due January 9, 2026	Coincides with expiration of the 18-month survival period for seller's representations and warranties under Article IV of the Merger Agreement
4	Escrow Release Calendar & Instructions — Delivered to Escrow Agent	Cobalt Trust Company	N/A	July 12, 2024	N/A	Memo delivered to Cobalt Trust Company with release dates and mechanics	Tiffany Rosenthal	Cobalt Trust Company (Laura Ng)	Douglas Pemberton	Completed	Memo dated July 12, 2024 from Calderwood & Harkness LLP
5	Monitor Pending Claims Against Escrow Prior to Each Release	Cobalt Trust Company	N/A	Ongoing through January 9, 2026	N/A	Ongoing obligation to track any indemnification claims that would reduce escrow release amounts	Tiffany Rosenthal / Andrew Fitzpatrick	Cobalt Trust Company	Douglas Pemberton	Ongoing	Coordinate with Solara deal team and Stockholder Representative
6	Escrow Interest Accrual — Confirm Investment Direction	Cobalt Trust Company	N/A	July 15, 2024	N/A	Joint investment direction letter executed by Fund VI and Stockholder Representative per Escrow Agreement Section 4	Andrew Fitzpatrick	Cobalt Trust Company (Laura Ng)	Douglas Pemberton	Completed	Escrow funds invested in money market account per joint instruction; interest accrues for benefit of stockholders upon release
7	Escrow Agent Fee Payment — Annual Fee	Cobalt Trust Company	$75,000 per annum	Annually on July 9	N/A	Annual escrow agent fee payable by surviving entity per Escrow Agreement Section 7	Andrew Fitzpatrick	Cobalt Trust Company	N/A	Active	First annual fee paid at closing; subsequent fees due July 9, 2025 and July 9, 2026 (pro-rated if escrow terminates early)

[sheet: Indemnification]

Item No.	Obligation Description	Key Threshold / Amount	Deadline / Period	Governing Provision	Responsible Party — Internal	Counterparty / Contact	Status	Notes
1	Survival Period for Seller Representations & Warranties	18 months post-closing	Expires January 9, 2026	Merger Agreement, Article IX	Tiffany Rosenthal	Douglas Pemberton (Stockholder Representative)	Active — Monitoring	Claims must be asserted prior to January 9, 2026; no claims may be brought after survival expiry except for pending claims
2	General Indemnification Cap	$1,020,000,000 (15% of deal value)	Through survival period	Merger Agreement, Section 9.4	Harrison Wexford	Douglas Pemberton	Active	15% × $6,800,000,000 = $1,020,000,000; aggregate cap on seller indemnification obligations (excluding special indemnities)
3	Indemnity Basket (Tipping)	$51,000,000 (0.75% of deal value)	Through survival period	Merger Agreement, Section 9.4	Tiffany Rosenthal	Douglas Pemberton	Active	Tipping basket — once aggregate losses exceed $51,000,000, indemnification applies from first dollar (not a true deductible)
4	De Minimis Claim Threshold	$500,000 per individual claim	Through survival period	Merger Agreement, Section 9.4	Tiffany Rosenthal	Douglas Pemberton	Active	Individual claims below $500,000 excluded from basket calculation
5	Special Indemnities (Uncapped)	No cap	No time limitation	Merger Agreement, Section 9.4(d)	Harrison Wexford	Douglas Pemberton	Active	Fraud, willful breach, tax indemnities, and certain specified litigation matters are uncapped and not subject to survival limitations
6	Indemnification Claim Procedures Memo — Distributed to Solara Deal Team	N/A	July 12, 2024	Internal	Tiffany Rosenthal	Solara (Marcus Elliston / Priya Narasimhan)	Completed	Memo dated July 12, 2024 detailing basket, cap, de minimis, timing, notice to Stockholder Representative, and R&WI claim procedures
7	R&W Insurance — Policy Active / Claim Submission Procedures	$680,000,000 policy limit (10% of deal value)	Per policy terms (Policy No. NFA-TRI-2024-00487)	Northfield Assurance Ltd. R&W Policy	Harrison Wexford / Tiffany Rosenthal	Northfield Assurance Ltd. (Patrick Graves, SVP); Peregrine Advisory Group LLC (Timothy Gallagher)	Active	Buyer-side R&W insurance; retention = $544,000,000 (equal to escrow); first dollar above escrow/retention covered by policy up to $680,000,000 limit; retention drops to $272,000,000 after 12 months if no pending claims; premium of $13,600,000 paid at binding; broker fee $680,000 to Peregrine
8	R&W Insurance — Retention Drop-Down	Retention drops from $544,000,000 to $272,000,000	July 9, 2025 (12 months post-closing, if no pending claims)	R&W Policy, Retention Schedule	Tiffany Rosenthal	Northfield Assurance Ltd. (Patrick Graves)	Pending — Due July 9, 2025	50% retention drop-down conditioned on no pending claims under the policy at the 12-month anniversary
9	R&W Insurance — No-Claims Declaration Delivered at Closing	N/A	July 9, 2024	R&W Policy Condition	Andrew Fitzpatrick	Northfield Assurance Ltd.	Completed	Signed by Solara at closing; certified no knowledge of breaches that would give rise to a claim
10	R&W Insurance — Subrogation Waiver Monitoring	Subrogation waived against Cloudium and its officers/directors except in cases of fraud	Ongoing	R&W Policy, Subrogation Clause	Harrison Wexford	Northfield Assurance Ltd.	Active	Known-loss exclusion is standard; monitor for any fraud-related carve-backs
11	Buyer Indemnification Obligations — Confirm Compliance	N/A	Through survival period	Merger Agreement, Section 9.3	Tiffany Rosenthal	Douglas Pemberton	Active — Monitoring	Fund VI's indemnification obligations for buyer representations; confirm no breaches
12	Third-Party Claim Notice Procedures	Prompt notice required; 30-day cure period	As claims arise	Merger Agreement, Section 9.5	Tiffany Rosenthal / Andrew Fitzpatrick	Douglas Pemberton	Active — Monitoring	Indemnifying party has right to assume defense of third-party claims; notice must include reasonable detail of claim and estimated loss amount

[sheet: SEC Filings & Delisting]

Item No.	Filing / Obligation	Filing Entity	Deadline	Regulatory Authority	Responsible Party — Internal	Responsible Party — External	Status	Notes
1	Form 8-K — Closing Announcement	Cloudium Technologies plc	July 13, 2024 (within 4 business days of closing)	SEC	Andrew Fitzpatrick	Ridgeway Phelps & Sato LLP (Catherine Answorth)	Completed — Filed July 9, 2024	Draft prepared by Calderwood & Harkness LLP; coordinated with target's counsel
2	Nasdaq Delisting — Form 25 (Notification of Removal from Listing)	Cloudium Technologies plc (ticker: CLDM)	July 10, 2024	Nasdaq / SEC	Tiffany Rosenthal	Ridgeway Phelps & Sato LLP	Completed — Filed July 10, 2024	Cloudium common stock removed from Nasdaq Global Select Market
3	Form D Filing (Regulation D) — Rollover Equity Issuance	Solara Digital Infrastructure Fund VI LP / Surviving Entity	July 24, 2024 (within 15 days of closing)	SEC	Andrew Fitzpatrick	N/A	Completed — Filed July 23, 2024	Notice of exempt offering re: rollover equity to Jonathan Hargrove ($142,814,544) and Pinnacle Growth Ventures LLC ($473,241,408)
4	Schedule 13D / Amendment — Fund VI Beneficial Ownership Disclosure	Solara Digital Infrastructure Fund VI LP	Within 10 days of closing	SEC	Tiffany Rosenthal	N/A	Completed — Filed July 19, 2024	Disclosing beneficial ownership of Cloudium common stock (converted at closing)
5	Section 16 Reporting — Form 3 (Initial Statement of Beneficial Ownership) for New Officers and Directors	New officers and directors of surviving entity	Within 10 days of closing (July 19, 2024)	SEC	Andrew Fitzpatrick	N/A	Completed — Filed July 19, 2024	Filed for all officers and directors appointed by written consent of surviving corporation board on July 9, 2024
6	Section 16 Reporting — Form 4 (Statement of Changes in Beneficial Ownership)	Applicable officers/directors	Within 2 business days of applicable transactions	SEC	Andrew Fitzpatrick	N/A	Completed — Filed July 19, 2024	Changes triggered by merger closing
7	SEC Deregistration — Form 15 (Suspension of Reporting Obligations under Sections 13 and 15(d) of the Exchange Act)	Cloudium Technologies plc (EIN: 83-2196754)	Within 90 days of closing (recommended)	SEC	Tiffany Rosenthal	Ridgeway Phelps & Sato LLP	Completed — Filed July 30, 2024	Drafted by Calderwood & Harkness LLP; suspends reporting obligations under Sections 13 and 15(d)
8	Letters of Transmittal — Distribution to Former Stockholders	Cascade Corporate Services Inc. (Transfer Agent)	Promptly after closing	N/A	Andrew Fitzpatrick	Cascade Corporate Services Inc. (6201 15th Avenue, Brooklyn, NY 11219)	Completed — Mailed July 10, 2024	Instructions for exchange of Cloudium shares for $36.92 per share cash merger consideration
9	Appraisal Rights Notices — Distribution to Dissenting Stockholders	Surviving Entity / Cascade Corporate Services Inc.	July 10, 2024	DGCL § 262	Andrew Fitzpatrick	Cascade Corporate Services Inc.	Completed — Mailed July 10, 2024	Notice to stockholders who elected appraisal under DGCL § 262
10	Form 15-12G — Application for Deregistration (if needed following Form 15)	Cloudium Technologies plc	90 days following Form 15 filing (by October 28, 2024)	SEC	Tiffany Rosenthal	Ridgeway Phelps & Sato LLP	Monitoring	If SEC does not act to deny Form 15 within 90 days, deregistration becomes effective automatically; monitor EDGAR for confirmation
11	Final Form 10-K / 10-Q Assessment — Confirm No Further Periodic Reports Required	Cloudium Technologies plc	N/A — ongoing monitoring	SEC	Tiffany Rosenthal	Ridgeway Phelps & Sato LLP (Catherine Answorth)	Completed	Upon effectiveness of Form 15, no further 10-K or 10-Q filings required; confirmed with SEC EDGAR staff

[sheet: Regulatory Compliance]

Item No.	Regulatory Obligation	Jurisdiction / Authority	Deadline / Frequency	Responsible Party — Internal	External Counsel / Advisor	Status	Notes
1	HSR Act — Confirm No Ongoing Reporting Obligations	United States — FTC / DOJ	N/A (one-time confirmation)	Elaine Forsythe	N/A	Completed	HSR filing made February 9, 2024; 30-day waiting period expired March 11, 2024 without Second Request; no ongoing reporting required
2	UK CMA — Confirm No Ongoing Conditions or Monitoring	United Kingdom — CMA	N/A (one-time confirmation)	Elaine Forsythe	Albright & Kerr LLP (Fiona McAllister)	Completed	CMA Phase 1 unconditional clearance granted April 3, 2024 (Case No. ME/7184/24); no remedies or monitoring obligations imposed
3	CFIUS — No Filing Made; Confirm No Subsequent Request	United States — CFIUS	Ongoing monitoring	Elaine Forsythe	N/A	Active — Monitoring	Voluntary notice not submitted based on absence of TID U.S. business or covered real estate; continue monitoring for any non-notified call-in
4	German FDI (AWV) — Confirm No Post-Closing Notification	Germany — Federal Ministry for Economic Affairs	N/A	Elaine Forsythe	Albright & Kerr LLP	Completed	No notification required; Cloudium Solutions GmbH does not operate in a sensitive sector
5	India CCI / FDI — Confirm No Post-Closing Obligations	India — CCI / RBI	N/A	Elaine Forsythe	N/A	Completed	No CCI filing required; FDI approval not required for downstream change of control of Cloudium Technologies India Pvt. Ltd.
6	EU Merger Regulation / FSR — Confirm No Post-Closing Obligations	EU	N/A	Elaine Forsythe	N/A	Completed	EU turnover thresholds not met; FSR notification not triggered
7	Change of Control Consents — Ongoing Compliance Monitoring	Various contractual counterparties	Ongoing	Tiffany Rosenthal	N/A	Completed (consents obtained pre-closing)	Aegis Federal Solutions Inc. ($84,000,000 ARR Master SaaS Agreement) and Helix Data Systems GmbH (Technology License Agreement) — both consents obtained prior to closing
8	State Business Registrations — Update Filings Reflecting New Ownership	Various U.S. states (DE, CA, NY, TX, MA, VA, IL)	Within 60 days post-closing (by September 7, 2024)	Andrew Fitzpatrick	N/A	Pending	Update registered agent, officer, and director information in all states where Cloudium or subsidiaries are qualified to do business
9	UK Companies House — Notify Change of Control / Update PSC Register	United Kingdom — Companies House	Within 14 days of closing (by July 23, 2024)	Tiffany Rosenthal	Ridgeway Phelps & Sato LLP (Alistair Fenn)	Completed — Filed July 18, 2024	Update Person with Significant Control (PSC) register and file confirmation statement reflecting Fund VI as ultimate parent

[sheet: Corporate Restructuring]

Item No.	Restructuring Step	Entity / Entities Affected	Target Completion Date	Responsible Party — Internal	External Advisor	Status	Notes
1	Conversion of Cloudium Technologies plc to Cloudium Inc. (Re-Domestication from England & Wales to Delaware)	Cloudium Technologies plc (Company No. 09734521)	TBD — Target Q4 2024	Tiffany Rosenthal	Ridgeway Phelps & Sato LLP (Alistair Fenn, London); Glenmore Thornton LLP (Richard Okamura, Tax)	Planned	Re-domestication from English plc to Delaware corporation; requires coordination with UK Companies House, Delaware Secretary of State, and tax advisors
2	Subsidiary Reorganization — Cloudium Technologies UK Ltd.	Cloudium Technologies UK Ltd. (Company No. 11287456; ~1,200 employees; £312,000,000 revenue)	TBD — Target Q4 2024 / Q1 2025	Tiffany Rosenthal	Albright & Kerr LLP (Fiona McAllister); Glenmore Thornton LLP	Planned	Assess optimal holding structure; TUPE and UK employment law considerations for any restructuring
3	Subsidiary Reorganization — Cloudium Technologies India Pvt. Ltd.	Cloudium Technologies India Pvt. Ltd. (~2,400 employees, Bangalore)	TBD	Andrew Fitzpatrick	Glenmore Thornton LLP	Planned	Intercompany agreements, transfer pricing, and India FDI compliance
4	Subsidiary Reorganization — Cloudium Solutions GmbH	Cloudium Solutions GmbH (~400 employees, Berlin)	TBD	Andrew Fitzpatrick	Glenmore Thornton LLP	Planned	DACH sales and customer success; intercompany restructuring and transfer pricing
5	IP Migration and Intercompany Licensing Arrangements	All Cloudium subsidiaries	TBD — Target H2 2024 / H1 2025	Leonard Cross	Glenmore Thornton LLP (Richard Okamura)	Planned	IP migration from UK and German subsidiaries; transfer pricing analysis per tax memo dated July 12, 2024
6	Post-Closing Board and Officer Appointments — Surviving Entity	Cloudium Technologies plc (surviving corporation)	July 9, 2024	Tiffany Rosenthal	N/A	Completed	Initial directors appointed by written consent of surviving corporation board; officers appointed July 9, 2024
7	Adoption of Surviving Corporation Certificate of Incorporation and Bylaws	Cloudium Technologies plc (surviving corporation)	July 9, 2024	Andrew Fitzpatrick	N/A	Completed	Amended and Restated Certificate of Incorporation filed with Delaware Secretary of State; Bylaws adopted at effective time
8	Purchase Price Allocation (Section 1060)	Surviving entity / Fund VI	TBD — Target November 2024	Leonard Cross	Glenmore Thornton LLP (Richard Okamura / Vanessa Liu)	Planned	Section 1060 allocation of $6,800,000,000 purchase price among asset classes; methodology memo dated June 15, 2024
9	Section 338(h)(10) Election Analysis	Fund VI / Surviving entity	TBD — Coordinate with PPA	Leonard Cross	Glenmore Thornton LLP	Under Analysis	Per email from Leonard Cross dated June 18, 2024; analyzing potential Section 338(h)(10) election in connection with PPA
10	Intercompany Agreements — Implementation	All Cloudium entities	TBD — Target H2 2024	Tiffany Rosenthal / Leonard Cross	Glenmore Thornton LLP	Planned	Management services agreements, IP licensing, cost-sharing arrangements among surviving entity and subsidiaries
11	D&O Insurance — Tail Policy Confirmation	Cloudium Technologies plc (pre-closing directors and officers)	July 9, 2024	Andrew Fitzpatrick	N/A	Completed	6-year tail policy bound at closing per Merger Agreement Section 6.7; premium of $4,200,000 prepaid at closing
12	Employee Equity Plan Termination and Cash-Out	Cloudium Technologies plc — all equity plan participants	July 9, 2024 (at closing)	Andrew Fitzpatrick	Cascade Corporate Services Inc.	Completed	All outstanding stock options and RSUs cancelled and converted to right to receive cash merger consideration ($36.92 per share less exercise price for options); payments processed through payroll within 30 days

[sheet: Overview]
Field | Value
Matter Number | 1041-00003
Client | Solara Digital Infrastructure LP
Investing Entity | Solara Digital Infrastructure Fund VI LP
Target | Cloudium Technologies plc (Nasdaq: CLDM)
Transaction | Reverse Triangular Merger — Stratos Merger Sub Inc. merged with and into Cloudium Technologies plc
Deal Value | $6,800,000,000
Closing Date | July 9, 2024
Effective Time | 11:59 PM ET, July 9, 2024
Surviving Entity | Cloudium Technologies plc (wholly owned subsidiary of Fund VI)
Governing Law | State of Delaware (DGCL)
Responsible Partner | Harrison Wexford (Calderwood & Harkness LLP)
Lead Associate | Tiffany Rosenthal (Calderwood & Harkness LLP)
Working Associate | Andrew Fitzpatrick (Calderwood & Harkness LLP)
Tax Specialist | Leonard Cross (Calderwood & Harkness LLP)
Antitrust Specialist | Elaine Forsythe (Calderwood & Harkness LLP)
Billing Partner | Beatrice Holloway (Calderwood & Harkness LLP)
Tracker Prepared By | Tiffany Rosenthal
Date Prepared | July 10, 2024
Last Updated | July 10, 2024
[sheet: Escrow Releases]
Item No. | Obligation Description | Escrow Agent | Escrow Amount | Release Date | Release Amount | Conditions to Release | Responsible Party — Internal | Responsible Party — External | Stockholder Representative | Status | Notes
1 | Escrow Deposit — Confirmation of Funding | Cobalt Trust Company (Laura Ng, VP) | $544,000,000 | July 9, 2024 | $544,000,000 | Wire transfer confirmed at closing | Andrew Fitzpatrick | Cobalt Trust Company | Douglas Pemberton | Completed | Wire confirmation received July 9, 2024; 8% of $6,800,000,000 deal value deposited
2 | First Escrow Release — 12 Months Post-Closing | Cobalt Trust Company (Laura Ng, VP) | $272,000,000 | July 9, 2025 | $272,000,000 less pending claims | 50% of escrow released; reduction for any pending indemnification claims as of release date; joint written instructions from Fund VI and Stockholder Representative required | Tiffany Rosenthal | Cobalt Trust Company | Douglas Pemberton | Pending — Due July 9, 2025 | Per Escrow Agreement; also triggers R&W retention drop-down from $544,000,000 to $272,000,000 if no pending claims under Northfield Assurance policy (NFA-TRI-2024-00487)
3 | Second / Final Escrow Release — 18 Months Post-Closing (Survival Period Expiry) | Cobalt Trust Company (Laura Ng, VP) | Remaining balance | January 9, 2026 | Remaining balance less pending claims | Remainder of escrow released at expiration of 18-month survival period; reduction for any pending indemnification claims; joint written instructions required | Tiffany Rosenthal | Cobalt Trust Company | Douglas Pemberton | Pending — Due January 9, 2026 | Coincides with expiration of the 18-month survival period for seller's representations and warranties under Article IV of the Merger Agreement
4 | Escrow Release Calendar & Instructions — Delivered to Escrow Agent | Cobalt Trust Company | N/A | July 12, 2024 | N/A | Memo delivered to Cobalt Trust Company with release dates and mechanics | Tiffany Rosenthal | Cobalt Trust Company (Laura Ng) | Douglas Pemberton | Completed | Memo dated July 12, 2024 from Calderwood & Harkness LLP
5 | Monitor Pending Claims Against Escrow Prior to Each Release | Cobalt Trust Company | N/A | Ongoing through January 9, 2026 | N/A | Ongoing obligation to track any indemnification claims that would reduce escrow release amounts | Tiffany Rosenthal / Andrew Fitzpatrick | Cobalt Trust Company | Douglas Pemberton | Ongoing | Coordinate with Solara deal team and Stockholder Representative
6 | Escrow Interest Accrual — Confirm Investment Direction | Cobalt Trust Company | N/A | July 15, 2024 | N/A | Joint investment direction letter executed by Fund VI and Stockholder Representative per Escrow Agreement Section 4 | Andrew Fitzpatrick | Cobalt Trust Company (Laura Ng) | Douglas Pemberton | Completed | Escrow funds invested in money market account per joint instruction; interest accrues for benefit of stockholders upon release
7 | Escrow Agent Fee Payment — Annual Fee | Cobalt Trust Company | $75,000 per annum | Annually on July 9 | N/A | Annual escrow agent fee payable by surviving entity per Escrow Agreement Section 7 | Andrew Fitzpatrick | Cobalt Trust Company | N/A | Active | First annual fee paid at closing; subsequent fees due July 9, 2025 and July 9, 2026 (pro-rated if escrow terminates early)
[sheet: Indemnification]
Item No. | Obligation Description | Key Threshold / Amount | Deadline / Period | Governing Provision | Responsible Party — Internal | Counterparty / Contact | Status | Notes
1 | Survival Period for Seller Representations & Warranties | 18 months post-closing | Expires January 9, 2026 | Merger Agreement, Article IX | Tiffany Rosenthal | Douglas Pemberton (Stockholder Representative) | Active — Monitoring | Claims must be asserted prior to January 9, 2026; no claims may be brought after survival expiry except for pending claims
2 | General Indemnification Cap | $1,020,000,000 (15% of deal value) | Through survival period | Merger Agreement, Section 9.4 | Harrison Wexford | Douglas Pemberton | Active | 15% × $6,800,000,000 = $1,020,000,000; aggregate cap on seller indemnification obligations (excluding special indemnities)
3 | Indemnity Basket (Tipping) | $51,000,000 (0.75% of deal value) | Through survival period | Merger Agreement, Section 9.4 | Tiffany Rosenthal | Douglas Pemberton | Active | Tipping basket — once aggregate losses exceed $51,000,000, indemnification applies from first dollar (not a true deductible)
4 | De Minimis Claim Threshold | $500,000 per individual claim | Through survival period | Merger Agreement, Section 9.4 | Tiffany Rosenthal | Douglas Pemberton | Active | Individual claims below $500,000 excluded from basket calculation
5 | Special Indemnities (Uncapped) | No cap | No time limitation | Merger Agreement, Section 9.4(d) | Harrison Wexford | Douglas Pemberton | Active | Fraud, willful breach, tax indemnities, and certain specified litigation matters are uncapped and not subject to survival limitations
6 | Indemnification Claim Procedures Memo — Distributed to Solara Deal Team | N/A | July 12, 2024 | Internal | Tiffany Rosenthal | Solara (Marcus Elliston / Priya Narasimhan) | Completed | Memo dated July 12, 2024 detailing basket, cap, de minimis, timing, notice to Stockholder Representative, and R&WI claim procedures
7 | R&W Insurance — Policy Active / Claim Submission Procedures | $680,000,000 policy limit (10% of deal value) | Per policy terms (Policy No. NFA-TRI-2024-00487) | Northfield Assurance Ltd. R&W Policy | Harrison Wexford / Tiffany Rosenthal | Northfield Assurance Ltd. (Patrick Graves, SVP); Peregrine Advisory Group LLC (Timothy Gallagher) | Active | Buyer-side R&W insurance; retention = $544,000,000 (equal to escrow); first dollar above escrow/retention covered by policy up to $680,000,000 limit; retention drops to $272,000,000 after 12 months if no pending claims; premium of $13,600,000 paid at binding; broker fee $680,000 to Peregrine
8 | R&W Insurance — Retention Drop-Down | Retention drops from $544,000,000 to $272,000,000 | July 9, 2025 (12 months post-closing, if no pending claims) | R&W Policy, Retention Schedule | Tiffany Rosenthal | Northfield Assurance Ltd. (Patrick Graves) | Pending — Due July 9, 2025 | 50% retention drop-down conditioned on no pending claims under the policy at the 12-month anniversary
9 | R&W Insurance — No-Claims Declaration Delivered at Closing | N/A | July 9, 2024 | R&W Policy Condition | Andrew Fitzpatrick | Northfield Assurance Ltd. | Completed | Signed by Solara at closing; certified no knowledge of breaches that would give rise to a claim
10 | R&W Insurance — Subrogation Waiver Monitoring | Subrogation waived against Cloudium and its officers/directors except in cases of fraud | Ongoing | R&W Policy, Subrogation Clause | Harrison Wexford | Northfield Assurance Ltd. | Active | Known-loss exclusion is standard; monitor for any fraud-related carve-backs
11 | Buyer Indemnification Obligations — Confirm Compliance | N/A | Through survival period | Merger Agreement, Section 9.3 | Tiffany Rosenthal | Douglas Pemberton | Active — Monitoring | Fund VI's indemnification obligations for buyer representations; confirm no breaches
12 | Third-Party Claim Notice Procedures | Prompt notice required; 30-day cure period | As claims arise | Merger Agreement, Section 9.5 | Tiffany Rosenthal / Andrew Fitzpatrick | Douglas Pemberton | Active — Monitoring | Indemnifying party has right to assume defense of third-party claims; notice must include reasonable detail of claim and estimated loss amount
[sheet: SEC Filings & Delisting]
Item No. | Filing / Obligation | Filing Entity | Deadline | Regulatory Authority | Responsible Party — Internal | Responsible Party — External | Status | Notes
1 | Form 8-K — Closing Announcement | Cloudium Technologies plc | July 13, 2024 (within 4 business days of closing) | SEC | Andrew Fitzpatrick | Ridgeway Phelps & Sato LLP (Catherine Answorth) | Completed — Filed July 9, 2024 | Draft prepared by Calderwood & Harkness LLP; coordinated with target's counsel
2 | Nasdaq Delisting — Form 25 (Notification of Removal from Listing) | Cloudium Technologies plc (ticker: CLDM) | July 10, 2024 | Nasdaq / SEC | Tiffany Rosenthal | Ridgeway Phelps & Sato LLP | Completed — Filed July 10, 2024 | Cloudium common stock removed from Nasdaq Global Select Market
3 | Form D Filing (Regulation D) — Rollover Equity Issuance | Solara Digital Infrastructure Fund VI LP / Surviving Entity | July 24, 2024 (within 15 days of closing) | SEC | Andrew Fitzpatrick | N/A | Completed — Filed July 23, 2024 | Notice of exempt offering re: rollover equity to Jonathan Hargrove ($142,814,544) and Pinnacle Growth Ventures LLC ($473,241,408)
4 | Schedule 13D / Amendment — Fund VI Beneficial Ownership Disclosure | Solara Digital Infrastructure Fund VI LP | Within 10 days of closing | SEC | Tiffany Rosenthal | N/A | Completed — Filed July 19, 2024 | Disclosing beneficial ownership of Cloudium common stock (converted at closing)
5 | Section 16 Reporting — Form 3 (Initial Statement of Beneficial Ownership) for New Officers and Directors | New officers and directors of surviving entity | Within 10 days of closing (July 19, 2024) | SEC | Andrew Fitzpatrick | N/A | Completed — Filed July 19, 2024 | Filed for all officers and directors appointed by written consent of surviving corporation board on July 9, 2024
6 | Section 16 Reporting — Form 4 (Statement of Changes in Beneficial Ownership) | Applicable officers/directors | Within 2 business days of applicable transactions | SEC | Andrew Fitzpatrick | N/A | Completed — Filed July 19, 2024 | Changes triggered by merger closing
7 | SEC Deregistration — Form 15 (Suspension of Reporting Obligations under Sections 13 and 15(d) of the Exchange Act) | Cloudium Technologies plc (EIN: 83-2196754) | Within 90 days of closing (recommended) | SEC | Tiffany Rosenthal | Ridgeway Phelps & Sato LLP | Completed — Filed July 30, 2024 | Drafted by Calderwood & Harkness LLP; suspends reporting obligations under Sections 13 and 15(d)
8 | Letters of Transmittal — Distribution to Former Stockholders | Cascade Corporate Services Inc. (Transfer Agent) | Promptly after closing | N/A | Andrew Fitzpatrick | Cascade Corporate Services Inc. (6201 15th Avenue, Brooklyn, NY 11219) | Completed — Mailed July 10, 2024 | Instructions for exchange of Cloudium shares for $36.92 per share cash merger consideration
9 | Appraisal Rights Notices — Distribution to Dissenting Stockholders | Surviving Entity / Cascade Corporate Services Inc. | July 10, 2024 | DGCL § 262 | Andrew Fitzpatrick | Cascade Corporate Services Inc. | Completed — Mailed July 10, 2024 | Notice to stockholders who elected appraisal under DGCL § 262
10 | Form 15-12G — Application for Deregistration (if needed following Form 15) | Cloudium Technologies plc | 90 days following Form 15 filing (by October 28, 2024) | SEC | Tiffany Rosenthal | Ridgeway Phelps & Sato LLP | Monitoring | If SEC does not act to deny Form 15 within 90 days, deregistration becomes effective automatically; monitor EDGAR for confirmation
11 | Final Form 10-K / 10-Q Assessment — Confirm No Further Periodic Reports Required | Cloudium Technologies plc | N/A — ongoing monitoring | SEC | Tiffany Rosenthal | Ridgeway Phelps & Sato LLP (Catherine Answorth) | Completed | Upon effectiveness of Form 15, no further 10-K or 10-Q filings required; confirmed with SEC EDGAR staff
[sheet: Regulatory Compliance]
Item No. | Regulatory Obligation | Jurisdiction / Authority | Deadline / Frequency | Responsible Party — Internal | External Counsel / Advisor | Status | Notes
1 | HSR Act — Confirm No Ongoing Reporting Obligations | United States — FTC / DOJ | N/A (one-time confirmation) | Elaine Forsythe | N/A | Completed | HSR filing made February 9, 2024; 30-day waiting period expired March 11, 2024 without Second Request; no ongoing reporting required
2 | UK CMA — Confirm No Ongoing Conditions or Monitoring | United Kingdom — CMA | N/A (one-time confirmation) | Elaine Forsythe | Albright & Kerr LLP (Fiona McAllister) | Completed | CMA Phase 1 unconditional clearance granted April 3, 2024 (Case No. ME/7184/24); no remedies or monitoring obligations imposed
3 | CFIUS — No Filing Made; Confirm No Subsequent Request | United States — CFIUS | Ongoing monitoring | Elaine Forsythe | N/A | Active — Monitoring | Voluntary notice not submitted based on absence of TID U.S. business or covered real estate; continue monitoring for any non-notified call-in
4 | German FDI (AWV) — Confirm No Post-Closing Notification | Germany — Federal Ministry for Economic Affairs | N/A | Elaine Forsythe | Albright & Kerr LLP | Completed | No notification required; Cloudium Solutions GmbH does not operate in a sensitive sector
5 | India CCI / FDI — Confirm No Post-Closing Obligations | India — CCI / RBI | N/A | Elaine Forsythe | N/A | Completed | No CCI filing required; FDI approval not required for downstream change of control of Cloudium Technologies India Pvt. Ltd.
6 | EU Merger Regulation / FSR — Confirm No Post-Closing Obligations | EU | N/A | Elaine Forsythe | N/A | Completed | EU turnover thresholds not met; FSR notification not triggered
7 | Change of Control Consents — Ongoing Compliance Monitoring | Various contractual counterparties | Ongoing | Tiffany Rosenthal | N/A | Completed (consents obtained pre-closing) | Aegis Federal Solutions Inc. ($84,000,000 ARR Master SaaS Agreement) and Helix Data Systems GmbH (Technology License Agreement) — both consents obtained prior to closing
8 | State Business Registrations — Update Filings Reflecting New Ownership | Various U.S. states (DE, CA, NY, TX, MA, VA, IL) | Within 60 days post-closing (by September 7, 2024) | Andrew Fitzpatrick | N/A | Pending | Update registered agent, officer, and director information in all states where Cloudium or subsidiaries are qualified to do business
9 | UK Companies House — Notify Change of Control / Update PSC Register | United Kingdom — Companies House | Within 14 days of closing (by July 23, 2024) | Tiffany Rosenthal | Ridgeway Phelps & Sato LLP (Alistair Fenn) | Completed — Filed July 18, 2024 | Update Person with Significant Control (PSC) register and file confirmation statement reflecting Fund VI as ultimate parent
[sheet: Corporate Restructuring]
Item No. | Restructuring Step | Entity / Entities Affected | Target Completion Date | Responsible Party — Internal | External Advisor | Status | Notes
1 | Conversion of Cloudium Technologies plc to Cloudium Inc. (Re-Domestication from England & Wales to Delaware) | Cloudium Technologies plc (Company No. 09734521) | TBD — Target Q4 2024 | Tiffany Rosenthal | Ridgeway Phelps & Sato LLP (Alistair Fenn, London); Glenmore Thornton LLP (Richard Okamura, Tax) | Planned | Re-domestication from English plc to Delaware corporation; requires coordination with UK Companies House, Delaware Secretary of State, and tax advisors
2 | Subsidiary Reorganization — Cloudium Technologies UK Ltd. | Cloudium Technologies UK Ltd. (Company No. 11287456; ~1,200 employees; £312,000,000 revenue) | TBD — Target Q4 2024 / Q1 2025 | Tiffany Rosenthal | Albright & Kerr LLP (Fiona McAllister); Glenmore Thornton LLP | Planned | Assess optimal holding structure; TUPE and UK employment law considerations for any restructuring
3 | Subsidiary Reorganization — Cloudium Technologies India Pvt. Ltd. | Cloudium Technologies India Pvt. Ltd. (~2,400 employees, Bangalore) | TBD | Andrew Fitzpatrick | Glenmore Thornton LLP | Planned | Intercompany agreements, transfer pricing, and India FDI compliance
4 | Subsidiary Reorganization — Cloudium Solutions GmbH | Cloudium Solutions GmbH (~400 employees, Berlin) | TBD | Andrew Fitzpatrick | Glenmore Thornton LLP | Planned | DACH sales and customer success; intercompany restructuring and transfer pricing
5 | IP Migration and Intercompany Licensing Arrangements | All Cloudium subsidiaries | TBD — Target H2 2024 / H1 2025 | Leonard Cross | Glenmore Thornton LLP (Richard Okamura) | Planned | IP migration from UK and German subsidiaries; transfer pricing analysis per tax memo dated July 12, 2024
6 | Post-Closing Board and Officer Appointments — Surviving Entity | Cloudium Technologies plc (surviving corporation) | July 9, 2024 | Tiffany Rosenthal | N/A | Completed | Initial directors appointed by written consent of surviving corporation board; officers appointed July 9, 2024
7 | Adoption of Surviving Corporation Certificate of Incorporation and Bylaws | Cloudium Technologies plc (surviving corporation) | July 9, 2024 | Andrew Fitzpatrick | N/A | Completed | Amended and Restated Certificate of Incorporation filed with Delaware Secretary of State; Bylaws adopted at effective time
8 | Purchase Price Allocation (Section 1060) | Surviving entity / Fund VI | TBD — Target November 2024 | Leonard Cross | Glenmore Thornton LLP (Richard Okamura / Vanessa Liu) | Planned | Section 1060 allocation of $6,800,000,000 purchase price among asset classes; methodology memo dated June 15, 2024
9 | Section 338(h)(10) Election Analysis | Fund VI / Surviving entity | TBD — Coordinate with PPA | Leonard Cross | Glenmore Thornton LLP | Under Analysis | Per email from Leonard Cross dated June 18, 2024; analyzing potential Section 338(h)(10) election in connection with PPA
10 | Intercompany Agreements — Implementation | All Cloudium entities | TBD — Target H2 2024 | Tiffany Rosenthal / Leonard Cross | Glenmore Thornton LLP | Planned | Management services agreements, IP licensing, cost-sharing arrangements among surviving entity and subsidiaries
11 | D&O Insurance — Tail Policy Confirmation | Cloudium Technologies plc (pre-closing directors and officers) | July 9, 2024 | Andrew Fitzpatrick | N/A | Completed | 6-year tail policy bound at closing per Merger Agreement Section 6.7; premium of $4,200,000 prepaid at closing
12 | Employee Equity Plan Termination and Cash-Out | Cloudium Technologies plc — all equity plan participants | July 9, 2024 (at closing) | Andrew Fitzpatrick | Cascade Corporate Services Inc. | Completed | All outstanding stock options and RSUs cancelled and converted to right to receive cash merger consideration ($36.92 per share less exercise price for options); payments processed through payroll within 30 days

[sheet: Overview]

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