EXHIBIT D
FORM OF LETTER OF TRANSMITTAL
LETTER OF TRANSMITTAL
For Shares of Common Stock
of
CLOUDIUM TECHNOLOGIES PLC
Pursuant to the Agreement and Plan of Merger, Dated as of January 22, 2024, Among
Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP
THE MERGER CONSIDERATION IS $36.92 PER SHARE IN CASH, WITHOUT INTEREST AND LESS ANY APPLICABLE WITHHOLDING TAXES
Exchange Agent:
Cascade Corporate Services Inc. 6201 15th Avenue Brooklyn, New York 11219
Attn: Corporate Actions — Cloudium Technologies plc Merger
This Letter of Transmittal is a blank form and template. All fields indicated by brackets or blank lines below are placeholders to be completed by each surrendering stockholder individually. Stockholders should retain a copy of all documents submitted to the Exchange Agent for their records.
IMPORTANT NOTICES AND INSTRUCTIONS
PLEASE READ CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL
DEADLINE: There is no expiration date for the submission of this Letter of Transmittal; however, shares of Cloudium Technologies plc common stock must be properly surrendered to the Exchange Agent in order to receive the Merger Consideration. Stockholders are strongly encouraged to submit this Letter of Transmittal as promptly as practicable to avoid any delay in receiving payment. Pursuant to the terms of the Agreement and Plan of Merger, any Merger Consideration that remains unclaimed as of the date that is twelve (12) months following the Effective Time shall be delivered to the surviving corporation, and any stockholders who have not theretofore surrendered their shares shall thereafter look only to the surviving corporation for payment of the Merger Consideration to which they are entitled, subject to applicable abandoned property, escheat, or similar laws.
READ THIS ENTIRE LETTER OF TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY BEFORE COMPLETING ANY PORTION HEREOF. This Letter of Transmittal must be properly completed and executed, and must be delivered, together with the certificate(s) representing shares of common stock of Cloudium Technologies plc (or confirmation of book-entry transfer of such shares into the Exchange Agent's account at The Depository Trust Company) and all other required documents, to the Exchange Agent at the address set forth above in order for the surrendering stockholder to receive the Merger Consideration.
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN THE ADDRESS OF THE EXCHANGE AGENT SET FORTH ABOVE WILL NOT CONSTITUTE VALID DELIVERY. This Letter of Transmittal should not be sent to Cloudium Technologies plc, Solara Digital Infrastructure Fund VI LP, Stratos Merger Sub Inc., Calderwood & Harkness LLP, Ridgeway Phelps & Sato LLP, or any other person or entity. Any Letter of Transmittal delivered to an address other than the address of the Exchange Agent will not be accepted and may result in significant delay in the receipt of the Merger Consideration.
THE METHOD OF DELIVERY OF SHARE CERTIFICATES (OR CONFIRMATION OF BOOK-ENTRY TRANSFER) AND THIS LETTER OF TRANSMITTAL IS AT THE RISK AND ELECTION OF THE SURRENDERING STOCKHOLDER. The Exchange Agent assumes no responsibility for, and shall have no liability with respect to, any loss, delay, or other error in connection with the delivery of certificates, documents, or other materials. If delivery is made by mail, registered mail with return receipt requested, properly insured, is recommended. If delivery is made by courier, an overnight courier service with tracking capability is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.
Stockholders are referred to the Definitive Proxy Statement of Cloudium Technologies plc, as filed with the Securities and Exchange Commission on April 15, 2024, and mailed to stockholders of record, and to the Agreement and Plan of Merger, dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP, for a complete description of the terms and conditions of the Merger. Capitalized terms used but not otherwise defined in this Letter of Transmittal shall have the meanings ascribed to them in the Agreement and Plan of Merger.
SECTION 1: DESCRIPTION OF SHARES SURRENDERED
1.1 Certificate Surrender
Please list below the share certificate(s) being surrendered herewith. If the space provided is insufficient, please list additional certificate information on a signed, separate schedule and attach it to this Letter of Transmittal. All information should be completed exactly as the name(s) and address(es) appear on the share certificate(s).
*If fewer than all shares represented by a particular certificate are being surrendered, indicate the number of shares being surrendered in the final column. Unless otherwise indicated, it will be assumed that all shares represented by each certificate listed above are being surrendered. Any certificate for shares not surrendered will be returned to the registered holder at the address indicated above.
Check here if additional certificate information is listed on a separate signed schedule attached hereto.
1.2 Book-Entry Shares
Check here if shares are held in book-entry form through The Depository Trust Company ("DTC") or through the transfer agent's direct registration system rather than in certificated form.
If shares are held in book-entry form, provide the following information:
Agent's Account at DTC (for book-entry transfer): ________
Transaction/Confirmation Number for Book-Entry Transfer: ________
Confirmation that a book-entry transfer of shares has been effected into the Exchange Agent's account at DTC shall satisfy the delivery requirement for shares in lieu of physical certificate delivery. The Exchange Agent's DTC participant account number for this purpose is available upon request by contacting Cascade Corporate Services Inc. at the telephone number listed in Section 8.7 of this Letter of Transmittal.
1.3 Lost, Stolen, or Destroyed Certificates
Check here if one or more share certificates representing shares of Cloudium Technologies plc common stock have been lost, stolen, or destroyed.
If this box is checked, the registered holder must complete the Affidavit of Lost, Stolen, or Destroyed Certificate attached hereto as Attachment B (or such other form as may be provided separately by the Exchange Agent). In addition, the Exchange Agent may require the registered holder to post a bond or surety in an amount and form determined by the Exchange Agent, in its reasonable discretion, as indemnity against any claim that may be made with respect to such certificate(s). The cost of such bond, if required, shall be borne by the registered holder.
For instructions regarding lost, stolen, or destroyed certificates, please contact the Exchange Agent:
Cascade Corporate Services Inc. 6201 15th Avenue Brooklyn, New York 11219 Telephone: (718) 555-0142
SECTION 2: MERGER CONSIDERATION AND PAYMENT
2.1 Consideration Per Share
Each share of common stock, par value $0.001 per share, of Cloudium Technologies plc (formerly traded on the Nasdaq Global Select Market under the ticker symbol "CLDM") that is validly surrendered pursuant to this Letter of Transmittal and not properly withdrawn shall be converted into the right to receive $36.92 per share in cash (the "Merger Consideration"), without interest thereon and less any applicable withholding taxes, pursuant to the Agreement and Plan of Merger, dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP. The Merger was consummated on July 9, 2024, and each outstanding share of Cloudium Technologies plc common stock (other than Excluded Shares, Dissenting Shares, and Rollover Shares, as defined in the Merger Agreement) was automatically converted into the right to receive the Merger Consideration at the Effective Time.
Note: Shares subject to the Rollover Agreements executed on January 22, 2024, by Jonathan Hargrove and Pinnacle Growth Ventures LLC are not eligible for exchange for cash through this Letter of Transmittal and are governed exclusively by the applicable Rollover Agreements. See Section 8.6 of this Letter of Transmittal for further information.
2.2 Payment Method
Please indicate below the manner in which you wish to receive the Merger Consideration. Check one of the following:
Check — Please make the check payable to:
Name (exactly as registered): ________
Wire Transfer — Please remit the Merger Consideration by wire transfer to the following account:
Bank Name: ________
ABA/Routing Number: ________
Account Number: ________
Account Name: ________
Reference / For Further Credit To: ________
If no election is made above, payment will be made by check payable to the registered holder at the registered address (or, if applicable, the address specified in Section 2.3 below).
2.3 Mailing Address for Check (if different from registered address)
If you elected to receive payment by check in Section 2.2 above and you wish to have the check mailed to an address other than your registered address, please provide the mailing address below. Note: If the mailing address below differs from the registered address, a signature guarantee may be required pursuant to Section 5 of this Letter of Transmittal.
Name: ________
Street Address: ________
City: ____ State: __ Zip Code: __
SECTION 3: SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS
3.1 Special Payment Instructions
Complete this Section 3.1 only if the Merger Consideration is to be paid to a person other than the registered holder of the shares described in Section 1. If this section is completed, a signature guarantee is required pursuant to Section 5 of this Letter of Transmittal. In addition, this section must be accompanied by appropriate stock powers or other instruments of transfer, properly completed, with signatures guaranteed as described in Section 5.
Pay to:
Name: ________
Address: ________
City: ____ State: __ Zip Code: __
Taxpayer Identification Number (Social Security Number or Employer Identification Number): ________
3.2 Special Delivery Instructions
Complete this Section 3.2 only if the check or other correspondence is to be mailed to an address other than the address of the registered holder or the address specified in Section 3.1 above.
Mail to:
Name: ________
Address: ________
City: ____ State: __ Zip Code: __
SECTION 4: REPRESENTATIONS, WARRANTIES, AND AGREEMENTS OF SURRENDERING STOCKHOLDER
By signing and submitting this Letter of Transmittal, the undersigned hereby represents, warrants, covenants, and agrees as follows:
1. Ownership. The undersigned is the registered owner of the shares of common stock of Cloudium Technologies plc described in Section 1 of this Letter of Transmittal, or has been duly authorized by the registered owner of such shares to submit this Letter of Transmittal on behalf of such registered owner, and in either case has the full right, power, and authority to surrender, sell, assign, and transfer such shares as contemplated hereby.
2. Good and Marketable Title. The undersigned has full power and authority to surrender, assign, and transfer the shares described herein, and when such shares are accepted for exchange by the Exchange Agent in accordance with the terms of the Merger Agreement and this Letter of Transmittal, the surviving corporation will acquire good and marketable title to such shares, free and clear of all liens, claims, pledges, security interests, encumbrances, charges, restrictions, equities, options, conditional sales agreements, and adverse claims or rights of any nature whatsoever.
3. Additional Documents. The undersigned will, upon request by the Exchange Agent or the surviving corporation, execute and deliver any additional documents, instruments, or certificates deemed by the Exchange Agent or the surviving corporation to be necessary or desirable to complete the surrender, assignment, and transfer of the shares described herein, and to effectuate the payment of the Merger Consideration in connection therewith.
4. Consummation of Merger. The undersigned acknowledges that the Merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc was consummated on July 9, 2024 (the "Closing Date"), and that, at the Effective Time of the Merger, each issued and outstanding share of Cloudium Technologies plc common stock (other than Excluded Shares, Dissenting Shares, and Rollover Shares, as defined in the Merger Agreement) was automatically converted into the right to receive $36.92 in cash, without interest thereon and less any applicable withholding taxes.
5. Appraisal Rights. The undersigned acknowledges that shares held by stockholders who have properly demanded and perfected appraisal rights under Section 262 of the Delaware General Corporation Law in connection with the Merger are not eligible for exchange through this Letter of Transmittal. The undersigned further represents that the undersigned has not demanded appraisal rights with respect to any of the shares described in Section 1 hereof, or, if the undersigned previously demanded appraisal rights, the undersigned has effectively withdrawn or lost such appraisal rights prior to the date hereof.
6. Rollover Shares. The undersigned acknowledges that shares subject to the Rollover Agreements executed on January 22, 2024, by Jonathan Hargrove and Pinnacle Growth Ventures LLC are not eligible for exchange through this Letter of Transmittal and are governed exclusively by the terms and conditions of the applicable Rollover Agreements. The undersigned represents that the shares described in Section 1 hereof are not subject to any Rollover Agreement.
SECTION 5: SIGNATURE GUARANTEE
5.1 When a Signature Guarantee Is Required
A medallion signature guarantee is required if any one or more of the following conditions apply:
(a) Payment of the Merger Consideration is to be made to a person other than the registered holder of the shares surrendered (i.e., Section 3.1 of this Letter of Transmittal has been completed);
(b) Shares are registered in a name other than the name of the person signing this Letter of Transmittal; or
(c) Payment is to be mailed to an address other than the registered address of the holder as reflected in the records of the transfer agent or DTC (i.e., Section 2.3 or Section 3.2 of this Letter of Transmittal has been completed with an address different from the registered address).
In all other cases — that is, where the Merger Consideration is to be paid directly to the registered holder at the registered address — no signature guarantee is required.
5.2 Acceptable Guarantor Institutions
If a signature guarantee is required, the signature must be guaranteed by an "Eligible Guarantor Institution" as that term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Eligible Guarantor Institutions include, without limitation: (i) a commercial bank or trust company; (ii) a member firm of a registered national securities exchange; (iii) a savings association or federal savings bank; (iv) a credit union; (v) a broker or dealer that is a member of a registered national securities association; or (vi) any other institution that is a participant in a recognized signature guarantee medallion program (such as the Securities Transfer Agents Medallion Program (STAMP), the Stock Exchanges Medallion Program (SEMP), or the New York Stock Exchange Medallion Signature Program (MSP)).
5.3 Guarantee Block
Name of Eligible Guarantor Institution: ________
Address of Eligible Guarantor Institution: ________
________________________________________
Authorized Signature: ________
Name (Print): ________
Title: ________
Date: ________
Medallion Stamp: [AFFIX MEDALLION GUARANTEE STAMP HERE]
SECTION 6: SUBSTITUTE IRS FORM W-9 / TAX CERTIFICATION
6.1 Taxpayer Identification Number Certification
Under the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and applicable Treasury Regulations thereunder, a stockholder whose shares are surrendered and accepted for exchange pursuant to this Letter of Transmittal is required to provide the Exchange Agent with such stockholder's correct Taxpayer Identification Number ("TIN") on an IRS Form W-9 (Request for Taxpayer Identification Number and Certification) or an applicable substitute form. A stockholder's TIN is generally such stockholder's Social Security Number ("SSN") if the stockholder is an individual, or such stockholder's Employer Identification Number ("EIN") if the stockholder is not an individual.
Failure to provide a correct TIN, or failure to provide the certifications set forth below, may result in backup withholding at the applicable rate (currently 24%) on the gross amount of the Merger Consideration payable to the undersigned. Backup withholding is not an additional tax; rather, any amounts withheld under the backup withholding rules may be refunded or credited against the stockholder's U.S. federal income tax liability, provided the required information is timely furnished to the Internal Revenue Service.
SUBSTITUTE FORM W-9
Please complete the following (or, alternatively, you may submit a separately executed IRS Form W-9):
Name (as shown on your income tax return): ________
Business Name / Disregarded Entity Name (if different from above): ________
Federal Tax Classification (check the appropriate box):
Individual / Sole Proprietor / Single-Member LLC C Corporation S Corporation Partnership Trust / Estate Limited Liability Company — Tax Classification: __ Other (specify): __
Exemptions (if applicable):
Exempt Payee Code (if any): __
Exemption from FATCA Reporting Code (if any): __
Address (number, street, and apt. or suite no.): ________
City, State, and ZIP Code: ________
Taxpayer Identification Number:
Social Security Number: __ – __ – __
or
Employer Identification Number: __ – __
6.2 Certification Under Penalties of Perjury
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me);
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the Internal Revenue Service has notified me that I am no longer subject to backup withholding;
3. I am a U.S. person (including a U.S. resident alien); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting are correct.
Instruction: If you have been notified by the IRS that you are currently subject to backup withholding because you failed to report all interest and dividends on your tax return, you must cross out item (2) above.
If the stockholder is a non-U.S. person (i.e., not a U.S. citizen or U.S. resident alien, or not a domestic corporation, partnership, trust, or estate), the stockholder must NOT complete this Substitute Form W-9. Instead, the stockholder must submit an appropriate IRS Form W-8 (e.g., Form W-8BEN for individuals, Form W-8BEN-E for entities, Form W-8ECI, Form W-8EXP, or Form W-8IMY, as applicable) to the Exchange Agent in order to establish an exemption from, or reduced rate of, U.S. federal income tax withholding. The applicable IRS Form W-8 may be obtained from the IRS website at www.irs.gov or from the Exchange Agent upon request.
Signature: ________
Print Name: ________
Date: ________
6.3 FIRPTA and Withholding Notice
The surviving corporation has received a certification from Cloudium Technologies plc (Employer Identification Number: 84-3291057) pursuant to Treasury Regulations Section 1.1445-2(c)(3) certifying that Cloudium Technologies plc is not, and has not been at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code. Accordingly, withholding under Section 1445 of the Code (relating to the Foreign Investment in Real Property Tax Act of 1980, as amended ("FIRPTA")) is not expected to apply to the payment of the Merger Consideration.
Notwithstanding the foregoing, certain other withholding taxes may apply to the payment of the Merger Consideration depending on the particular circumstances and tax status of the surrendering stockholder, including, without limitation, withholding under Sections 1441, 1442, and 1446 of the Code, and withholding under Chapter 4 of the Code (FATCA). Stockholders are strongly urged to consult their own tax advisors regarding the U.S. federal, state, local, and non-U.S. tax consequences of the Merger and the receipt of the Merger Consideration.
SECTION 7: STOCKHOLDER SIGNATURE
7.1 Signature block
IMPORTANT: The signature(s) below must correspond exactly with the name(s) as written on the face of the share certificate(s) or as registered in the book-entry system maintained by the transfer agent or DTC, without alteration, enlargement, or any other change whatsoever. If shares are held by joint holders, all joint holders must sign. If the signatory is a corporation, partnership, limited liability company, or other entity, the full entity name must be provided, and the signature must be executed by a duly authorized officer, partner, member, or other representative.
Signature(s) of Registered Holder(s) or Authorized Representative:
________________________________________
________________________________________
(If held jointly, all holders must sign)
Print Name(s): ________
________________________________________
Capacity (if signing in a representative capacity, e.g., executor, administrator, trustee, guardian, attorney-in-fact, officer of a corporation, etc.): ________
Address: ________
________________________________________
Daytime Telephone Number: ________
Email Address: ________
Date: ________
7.2 Signature by Representative
If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation, or any other person acting in a fiduciary or representative capacity on behalf of the registered holder, such person must: (i) so indicate when signing this Letter of Transmittal by setting forth such person's title or capacity; and (ii) submit proper evidence of authority to act in such capacity (including, without limitation, a certified copy of letters testamentary, letters of administration, a court order, a power of attorney, corporate resolutions, or similar documentation), in form and substance satisfactory to the Exchange Agent in its sole discretion. The Exchange Agent reserves the right to request additional evidence of authority if it determines, in its sole discretion, that the evidence initially provided is insufficient.
SECTION 8: INSTRUCTIONS TO THE LETTER OF TRANSMITTAL
8.1 General Instructions
To receive the Merger Consideration, a stockholder must properly complete and execute this Letter of Transmittal and deliver it, together with (i) the certificate(s) representing shares of Cloudium Technologies plc common stock being surrendered (or confirmation of a book-entry transfer of such shares into the Exchange Agent's account at DTC), (ii) a properly completed IRS Form W-9 or applicable IRS Form W-8 (see Section 6), (iii) any required stock powers or other instruments of transfer (see Section 3.1), and (iv) any other required documents (including, if applicable, an Affidavit of Lost, Stolen, or Destroyed Certificate — see Section 1.3 and Attachment B), to the Exchange Agent at the address set forth below.
By First-Class, Registered, or Certified Mail:
Cascade Corporate Services Inc. 6201 15th Avenue Brooklyn, New York 11219
Attn: Corporate Actions — Cloudium Technologies plc Merger
By Overnight Courier (e.g., Severin Partners LLC, Halcyon Partners LLC, Tarrant & Co.):
Cascade Corporate Services Inc. 6201 15th Avenue Brooklyn, New York 11219
Attn: Corporate Actions — Cloudium Technologies plc Merger
DO NOT SEND this Letter of Transmittal or any accompanying certificates, documents, or other materials to Cloudium Technologies plc, Solara Digital Infrastructure Fund VI LP, Stratos Merger Sub Inc., Calderwood & Harkness LLP, Ridgeway Phelps & Sato LLP, or any other party. Delivery to any address other than the Exchange Agent's address set forth above will not constitute valid delivery and may result in significant delay in the processing of the stockholder's surrender and the payment of the Merger Consideration.
8.2 Delivery of Share Certificates
Share certificates representing shares of Cloudium Technologies plc common stock must be delivered to the Exchange Agent together with this Letter of Transmittal. If shares are held in book-entry form, confirmation of a book-entry transfer of such shares into the Exchange Agent's account at DTC must be received by the Exchange Agent.
Guaranteed Delivery Procedure. If a stockholder's share certificates (or book-entry confirmation) are not immediately available, or if the stockholder cannot deliver a properly completed Letter of Transmittal to the Exchange Agent on a timely basis, the stockholder may use the Notice of Guaranteed Delivery attached hereto as Attachment A. To use the guaranteed delivery procedure, the stockholder must:
(a) submit the properly completed and executed Notice of Guaranteed Delivery (including the guarantee of an Eligible Guarantor Institution) to the Exchange Agent at the address set forth in Section 8.1 above; and
(b) ensure that the Exchange Agent receives the share certificate(s) (or confirmation of book-entry transfer into the Exchange Agent's account at DTC), together with a properly completed and executed Letter of Transmittal and all other required documents, within three (3) Nasdaq trading days after the date of execution of the Notice of Guaranteed Delivery.
Failure to comply with the guaranteed delivery procedure may result in the stockholder not receiving the Merger Consideration until all required documents are properly delivered to the Exchange Agent.
8.3 Determination of Validity
The Exchange Agent and the surviving corporation shall have the sole and absolute discretion to determine whether any Letter of Transmittal has been properly completed, executed, and delivered, and whether any shares have been properly surrendered for exchange in accordance with the terms and conditions of this Letter of Transmittal and the Merger Agreement. Any such determination shall be final and binding on all parties. Neither the Exchange Agent nor the surviving corporation shall be under any duty to give notification of any defects or irregularities in any surrender, nor shall any of them incur any liability for failure to give any such notification.
Notwithstanding the foregoing, the Exchange Agent and the surviving corporation reserve the right, in their sole and absolute discretion, to waive any defect or irregularity in the surrender of any shares or in any Letter of Transmittal, and no such waiver shall constitute a waiver of any defect or irregularity with respect to any other surrendering stockholder or with respect to any other defect or irregularity of the same surrendering stockholder. The Exchange Agent shall send written notice of any material defect or irregularity in a Letter of Transmittal to the applicable surrendering stockholder at the address shown on the Letter of Transmittal and may set a reasonable period (not to exceed thirty (30) calendar days from the date of such notice) during which the stockholder may cure such defect or irregularity. The Merger Consideration will not be paid with respect to any shares until all defects and irregularities have been cured or waived.
8.4 Transfer Taxes
If the Merger Consideration is to be paid to, or if surrendered shares are to be registered in the name of, a person other than the registered holder of the shares surrendered, or if surrendered certificates are registered in a name other than that of the person surrendering the same, the full amount of any transfer taxes (whether imposed on the registered holder or on any other person) payable on account of such transfer shall be deducted from the Merger Consideration otherwise payable to such person, unless satisfactory evidence of the payment of such transfer taxes, or an exemption therefrom, is submitted to the Exchange Agent together with this Letter of Transmittal. Stockholders are urged to consult with their own tax advisors regarding the applicability of transfer taxes to their particular circumstances.
8.5 Appraisal / Dissenters' Rights
Stockholders who have properly demanded and perfected appraisal rights pursuant to Section 262 of the Delaware General Corporation Law ("DGCL") in connection with the Merger are not entitled to receive the Merger Consideration through this Letter of Transmittal. Such stockholders' rights to receive payment for the fair value of their shares are governed exclusively by Section 262 of the DGCL, and such stockholders should not submit this Letter of Transmittal.
Stockholders who have previously demanded appraisal rights but have subsequently failed to perfect, or who have effectively withdrawn or lost, their appraisal rights in accordance with Section 262 of the DGCL, are entitled to receive the Merger Consideration of $36.92 per share, without interest and less applicable withholding taxes, and such stockholders should complete and submit this Letter of Transmittal in accordance with the instructions set forth herein.
For further information regarding appraisal rights, stockholders are referred to the Dissent / Appraisal Rights Notice that was distributed separately to stockholders of Cloudium Technologies plc. A copy of Section 262 of the DGCL was included as an annex to the Definitive Proxy Statement.
8.6 Rollover Shares
Certain shares of Cloudium Technologies plc common stock are subject to Rollover Agreements executed on January 22, 2024, and are not exchangeable for cash through this Letter of Transmittal. Specifically:
(a) Jonathan Hargrove — 50% of 7,736,400 shares (i.e., 3,868,200 Rollover Shares) are subject to the Rollover Agreement between Mr. Hargrove and Solara Digital Infrastructure Fund VI LP; and
(b) Pinnacle Growth Ventures LLC — 60% of 21,367,200 shares (i.e., 12,820,320 Rollover Shares) are subject to the Rollover Agreement between Pinnacle Growth Ventures LLC and Solara Digital Infrastructure Fund VI LP.
Such Rollover Shares are governed exclusively by the terms and conditions of the applicable Rollover Agreements and should not be included in any Letter of Transmittal submitted to the Exchange Agent.
The remaining shares held by such persons — that is, the non-rollover portion of their respective holdings (i.e., 3,868,200 shares in the case of Jonathan Hargrove and 8,546,880 shares in the case of Pinnacle Growth Ventures LLC) — are eligible for exchange for the Merger Consideration through this Letter of Transmittal on the same terms and conditions applicable to all other stockholders.
8.7 Questions and Assistance
For assistance in completing this Letter of Transmittal, or for additional copies of this Letter of Transmittal or any other required documents, please contact:
Exchange Agent:
Cascade Corporate Services Inc. 6201 15th Avenue Brooklyn, New York 11219 Telephone: (718) 555-0142 Toll-Free: (888) 555-0291
Email: corporateactions@cascadecorporateservices.com
Proxy Solicitor (for general questions regarding the Merger):
Blackthorn Proxy Advisors LLC 105 Madison Avenue, 12th Floor New York, New York 10016 Telephone: (212) 555-0378 Toll-Free: (800) 555-0466
Email: info@blackthornproxy.com
ATTACHMENT A
NOTICE OF GUARANTEED DELIVERY
For Shares of Common Stock of Cloudium Technologies plc
This Notice of Guaranteed Delivery, or a form substantially equivalent hereto, must be used to accept the Merger Consideration if certificates representing shares of common stock of Cloudium Technologies plc are not immediately available, or if the stockholder cannot deliver the certificates and a properly completed Letter of Transmittal to the Exchange Agent prior to the time of submission, or if the procedure for book-entry transfer into the Exchange Agent's account at The Depository Trust Company ("DTC") cannot be completed on a timely basis. This Notice of Guaranteed Delivery may be delivered by mail, overnight courier, or facsimile to the Exchange Agent at the address or fax number set forth in Section 8.1 of the Letter of Transmittal. See the Instructions to the Letter of Transmittal, Section 8.2.
TO: Cascade Corporate Services Inc., as Exchange Agent
The undersigned hereby represents that the undersigned is the registered holder of the shares described below and tenders to the Exchange Agent the shares listed below, pursuant to the terms and conditions set forth in the Letter of Transmittal and the Agreement and Plan of Merger, upon the terms described therein.
Name(s) of Registered Holder(s): ________
________________________________________
Address(es): ________
________________________________________
City: ____ State: __ Zip Code: __
Number of Shares Tendered: ________
Certificate Number(s) (if known): ________
________________________________________