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Contract analysis / secretarys-certificate-fund-vi.docx
secretarys-certificate-fund-vi.docx
High · 2
Medium · 0
Standard · 0
1. Limited Partnership Agreement
1. Limited Partnership Agreement The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure Fund VI LP, dated as of March 15, 2022 (the "Partnership Agreement"), as currently in full force and effect as of the date hereof. The Partnership Agreement has not been further amended, m
2. Resolutions of the General Partner
High
⚑ Indemnity / guarantee obligation
2. Resolutions of the General Partner The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the resolutions (the "GP Resolutions") duly adopted by Solara Fund VI GP LLC, in its capacity as the sole general partner of Fund VI, dated as of January 22, 2024. The GP Resolutions were duly adopted in accordance with the organizational documents of Solara Fund VI GP LLC
3. Formation and Good Standing
3. Formation and Good Standing The undersigned hereby certifies as follows with respect to the formation and good standing of Fund VI, the General Partner, and Merger Sub: (a) Fund VI. Solara Digital Infrastructure Fund VI LP is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Fund VI was formed by the filing of a Certificate of Limited Partnership wit
4. No Proceedings
4. No Proceedings The undersigned hereby certifies that no proceeding for the dissolution, liquidation, insolvency, receivership, conservatorship, or winding up of Fund VI or the General Partner has been instituted, is currently pending, or, to the knowledge of the undersigned (after due inquiry), has been threatened by any person or entity. Neither Fund VI nor the General Partner has taken any action to authorize or
5. Incumbency
5. Incumbency The undersigned hereby certifies that the following persons are the duly authorized officers, representatives, and signatories of Solara Fund VI GP LLC, in its capacity as the sole general partner of Fund VI, who are authorized to execute and deliver documents on behalf of Fund VI in connection with the transactions contemplated by the Merger Agreement. The signatures set forth opposite their respective
6. Limited Partner Consents; Conditions Precedent
6. Limited Partner Consents; Conditions Precedent The undersigned hereby further certifies as follows: (a) The Partnership Agreement does not require the consent or approval of any limited partner of Fund VI for the transactions contemplated by the Merger Agreement that has not been duly obtained prior to the date hereof. Solara Digital Infrastructure Fund VI LP is a vintage 2022 fund with approximately $12.4 billion
7. Reliance; Benefit
High
⚑ Penalty / liquidated damages
7. Reliance; Benefit This Certificate is being delivered pursuant to Section 8.02(d) of the Merger Agreement as a condition precedent to the obligations of Cloudium Technologies plc to consummate the Merger at the Closing. This Certificate may be relied upon by each of the following parties (and their respective successors and permitted assigns) in connection with the consummation of the transactions contemplated by