Contract analysis

Section 1. Organizational Documents (a) Certificate of Incorporation. Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation (including the Certificate of Incorporation on Change of Name, as applicable) of Cloudium Technologies plc, as filed with the Registrar of Companies for England and Wales, Company Number 09734521. Such Certificate of Incorporation has not been ame

Section 2. Board Resolutions Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Board Resolutions") duly adopted by the Board of Directors of Cloudium Technologies plc (the "Board") at a duly convened meeting of the Board held on January 22, 2024, at which a quorum of directors was present and acting throughout in accordance with the Company's Articles of Association and appli

Section 3. Stockholder Approval The undersigned hereby certifies that the holders of the Company's common stock duly approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Merger, at a special meeting of stockholders of the Company duly called and held on May 20, 2024 (the "Special Meeting"). At the Special Meeting, approximately eighty-two and four-tenths percent (82.4%) o

Section 4. Incumbency Attached hereto as Exhibit D is a true, correct, and complete incumbency certificate setting forth the name, title, and specimen signature of each officer and director of Cloudium Technologies plc who has executed or delivered, or who is authorized to execute or deliver, the Merger Agreement, any ancillary agreement or instrument contemplated thereby, or any certificate, document, or instrument

Section 5. Good Standing and Company Status The undersigned hereby certifies that, to the best of her knowledge and belief after due inquiry, Cloudium Technologies plc is duly incorporated, validly existing, and in good standing (or the equivalent status, as such concept is understood under the laws of England and Wales) under the laws of England and Wales. The Company maintains active status with the Registrar of Co

Section 6. No Amendments or Modifications The undersigned hereby certifies that since January 22, 2024 (the date of the Merger Agreement), neither the Certificate of Incorporation nor the Articles of Association of the Company has been amended, restated, supplemented, or otherwise modified in any respect, except as may be expressly contemplated by the Merger Agreement in connection with the consummation of the Merger

Section 7. Qualification and Authority The undersigned hereby certifies that the Company has full corporate power and authority to execute and deliver the Merger Agreement and each of the ancillary agreements, instruments, certificates, and documents to which the Company is or is to become a party in connection with the transactions contemplated by the Merger Agreement, and to perform its obligations thereunder and t