Contract analysis

ARTICLE I NAME. The name of the corporation is Cloudium Technologies plc (the "Corporation"). The Corporation may conduct business under this name or under any assumed name, trade name, or fictitious business name as the Board of Directors may determine from time to time, subject to compliance with applicable law.

ARTICLE II REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, State of Delaware 19801. The name of the registered agent of the Corporation at such address is National Registered Agents Inc. The Corporation may, from time to time, change its registered office or registered agent,

ARTICLE III PURPOSE. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. The Corporation shall have all the powers and privileges conferred by the DGCL and any other applicable law, together with any incidental powers necessary or convenient to the conduct, promotion, or attainment of the business or purposes of the Corporation.

ARTICLE IV AUTHORIZED CAPITAL STOCK

Section 4.1 *Authorized Shares.* The total number of shares of all classes of capital stock that the Corporation is authorized to issue is one thousand (1,000) shares of common stock, par value $0.01 per share (the "Common Stock"). For the avoidance of doubt, in connection with the Merger, all one hundred eighty-four million two hundred thousand (184,200,000) ordinary shares of the Corporation previously outstanding

Section 4.2 *Rights and Preferences of Common Stock.* The holders of shares of Common Stock shall be entitled to the following rights and shall be subject to the following restrictions: (a) Voting Rights. Each holder of Common Stock shall be entitled to one (1) vote for each share of Common Stock held by such holder on all matters submitted to a vote of the stockholders of the Corporation. Except as otherwise require

Section 5.1 *Management by Board of Directors.* The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors of the Corporation (the "Board of Directors" or the "Board"). In addition to the powers and authority expressly conferred upon the Board by statute, this Certificate of Incorporation, or the bylaws of the Corporation (as the same may be amended from time to t

Section 5.2 *Number of Directors.* The number of directors constituting the entire Board of Directors shall be fixed from time to time exclusively by resolution adopted by the Board of Directors or the Sole Stockholder. No reduction of the authorized number of directors shall have the effect of removing any director before such director's term of office expires. The initial number of directors of the Corporation as t

Section 5.3 *Election and Term.* Directors shall be elected at the annual meeting of stockholders or by written consent of the Sole Stockholder in lieu thereof. Directors need not be elected by written ballot unless required by the Bylaws. Each director so elected shall hold office until such director's successor is duly elected and qualified, or until such director's earlier death, resignation, disqualification, or

Section 5.4 *Removal.* Any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the holders of a majority of the shares of capital stock of the Corporation then entitled to vote at an election of directors. As of the date hereof, the Sole Stockholder of the Corporation is Fund VI, and accordingly, Fund VI shall have the sole power to remove any director or the

Section 5.5 *Vacancies.* Any vacancy on the Board of Directors, whether arising from death, resignation, disqualification, removal, an increase in the authorized number of directors, or any other cause, may be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the Board of Directors, by the sole remaining director, or by the Sole Stockholder. Any

Section 5.6 *Written Consent of Directors.* Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of pr

ARTICLE VI STOCKHOLDER ACTION. Section 6.1 *Annual and Special Meetings.* Annual meetings of stockholders of the Corporation shall be held at such place, on such date, and at such time as may be fixed from time to time by the Board of Directors, or as may otherwise be designated in the Bylaws. Special meetings of the stockholders of the Corporation may be called at any time by the Board of Directors, the chairperson

Section 6.2 *Action by Written Consent.* Any action required or permitted to be taken at any annual or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, is or are signed by the holder or holders of outstanding stock having not less than the minimum number of votes that

ARTICLE VII LIMITATION OF DIRECTOR LIABILITY

Section 7.1 *Elimination of Personal Liability.* To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (including, without limitation, Section 102(b)(7) thereof), a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that nothing contained herein sh

Section 7.2 *Effect of Amendment.* No amendment, repeal, or elimination of this Article VII, and no amendment, repeal, or elimination of any provision of the DGCL or any other applicable law, shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment, repeal, or elimination.

ARTICLE VIII INDEMNIFICATION. Section 8.1 *Right to Indemnification.* The Corporation shall indemnify, to the fullest extent permitted by applicable law, as the same exists or may hereafter be amended (including, without limitation, Section 145 of the DGCL), any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, crimi

Section 8.2 *Advancement of Expenses.* The Corporation shall, to the fullest extent permitted by applicable law, pay the expenses (including attorneys' fees) incurred by an Indemnitee who is or was a director or officer of the Corporation in defending any Proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final

Section 8.3 *Insurance.* The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee, partner, trustee, or agent of another corporation, partnership, joint venture, trust, limited liability company, or other enterprise, a

Section 8.4 *Non-Exclusivity.* The rights conferred upon Indemnitees in this Article VIII shall not be exclusive of any other right that any Indemnitee may have or hereafter acquire under any applicable law, provision of this Certificate of Incorporation, the Bylaws, any agreement, vote of stockholders or disinterested directors, or otherwise. Nothing contained in this Article VIII shall limit the ability of the Corp

Section 8.5 *Survival.* The rights to indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the heirs, executors, and administrators of such person. No amendment, alteration, or repeal of this Article VIII, or adoption of any provision of this Certi

ARTICLE IX AMENDMENT. Section 9.1 *Amendment of Certificate of Incorporation.* The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation; provided, however, that, notwithstanding any other provision of

Section 9.2 *Amendment of Bylaws.* In furtherance and not in limitation of the powers conferred by the DGCL, the Board of Directors is expressly authorized to adopt, amend, alter, or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors then in office. The stockholders of the Corporation shall also have the power to adopt, amend, alter, or repeal the Bylaws of the Corporation; pr

ARTICLE X GENERAL PROVISIONS. Section 10.1 *Effectiveness.* This Amended and Restated Certificate of Incorporation has been duly executed by an authorized officer of the Corporation and shall be effective upon its filing with the Secretary of State of the State of Delaware on July 9, 2024.

Section 10.2 *Severability.* If any provision of this Certificate of Incorporation shall be held to be invalid, illegal, or unenforceable as applied to any circumstance for any reason whatsoever, the validity, legality, and enforceability of such provision in any other circumstance and of the remaining provisions of this Certificate of Incorporation (including, without limitation, each portion of any paragraph of thi

Section 10.3 *Governing Law.* This Certificate of Incorporation and the rights and obligations of the Corporation and its stockholders hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the applica