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Contract analysis / resolutions-solara-digital-gp.docx
resolutions-solara-digital-gp.docx
High · 2
Medium · 1
Standard · 1
1. Authorization of Engagement of Calderwood & Harkness LLP
1. Authorization of Engagement of Calderwood & Harkness LLP RESOLVED, that the Partnership is hereby authorized to engage Calderwood & Harkness LLP as legal counsel to the Partnership and its affiliates (including, without limitation, Solara Digital Infrastructure Fund VI LP and Solara Fund VI GP LLC) in connection with the Proposed Transaction, on such terms and conditions as are set forth in the engagement letter b
2. Authorization to Pursue the Proposed Transaction
High
⚑ Non-compete / exclusivity restraint
2. Authorization to Pursue the Proposed Transaction RESOLVED, that the Partnership is hereby authorized to evaluate, negotiate, and pursue the Proposed Transaction, including the potential acquisition of Cloudium Technologies plc for an enterprise value / deal value of approximately Six Billion Eight Hundred Million Dollars ($6,800,000,000) by means of a reverse triangular merger under the Delaware General Corporatio
3. Authorization to Engage Additional Advisors
High
⚑ Indemnity / guarantee obligation
3. Authorization to Engage Additional Advisors RESOLVED, that each Authorized Person is hereby authorized and empowered to engage, on behalf of the Partnership and its affiliates, such financial advisors, accounting and tax advisors, regulatory counsel, insurance brokers, industry consultants, and other professionals and advisors as such Authorized Person may deem necessary or advisable in connection with the Propose
4. Authorization to Take All Necessary and Desirable Actions
Standard
⚑ Commercial term
4. Authorization to Take All Necessary and Desirable Actions RESOLVED, that each Authorized Person is hereby authorized and empowered, in the name and on behalf of the Partnership, to execute and deliver any and all documents, certificates, instruments, agreements, notices, consents, and communications, and to take any and all actions, as such Authorized Person may deem necessary, appropriate, or desirable to carry o
5. Ratification of Prior Actions
5. Ratification of Prior Actions RESOLVED, that any and all actions heretofore taken by any Authorized Person, or by any officer, employee, agent, or representative of the Partnership or the General Partner, in connection with any of the matters contemplated by the foregoing resolutions, including, without limitation, preliminary discussions with Calderwood & Harkness LLP, Osprey Bancroft & Co., and other prospective
6. Limitation; Further Authorizations
6. Limitation; Further Authorizations RESOLVED, that notwithstanding any provision of the foregoing resolutions to the contrary, the resolutions adopted herein authorize the evaluation, negotiation, and pursuit of the Proposed Transaction, including the engagement of advisors and the conduct of due diligence, but the execution and delivery of (i) any definitive merger agreement or agreement and plan of merger (or any
7. Effectiveness. RESOLVED, that these resolutions shall be effective as of August 14, 20
7. Effectiveness. RESOLVED, that these resolutions shall be effective as of August 14, 2023, and shall remain in full force and effect until expressly modified, amended, supplemented, or revoked by further written action of the members of the General Partner. Each Authorized Person shall have continuing authority under these resolutions unless and until such authority is expressly revoked or superseded. GENERAL PROVI
1. The foregoing is a true, correct, and complete copy of the Unanimous Written Consent o
1. The foregoing is a true, correct, and complete copy of the Unanimous Written Consent of the Members of Solara Digital GP LLC, adopted effective as of August 14, 2023, in its capacity as the sole general partner of Solara Digital Infrastructure LP (the "Consent").
2. The Consent was duly adopted by all of the members of the General Partner by unanimous
2. The Consent was duly adopted by all of the members of the General Partner by unanimous written consent in lieu of a meeting, in accordance with the Limited Liability Company Agreement of Solara Digital GP LLC and the Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure LP, and in accordance with the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code)
3. As of the date of this Certificate, the Consent has not been amended, modified, supple
3. As of the date of this Certificate, the Consent has not been amended, modified, supplemented, or revoked in any respect, and the resolutions set forth therein remain in full force and effect.
4. Each of Marcus Elliston and Priya Narasimhan is an Authorized Person (as defined in th
Medium
⚑ Confidentiality undertaking
4. Each of Marcus Elliston and Priya Narasimhan is an Authorized Person (as defined in the Consent) and is duly authorized to act on behalf of the Partnership in accordance with the terms and conditions of the Consent. IN WITNESS WHEREOF, I have executed this Certificate as of the date set forth below. ________________________________________ Name: ________ Title: Record-Keeper, Solara Digital GP LLC Date: ________ T