Contract analysis

Section 1. Recitals and Introduction The undersigned, Sienna Whitfield, is the duly appointed Chief Financial Officer of Cloudium Technologies plc (the "Company"), in her capacity as Chief Financial Officer of the surviving entity following the consummation of the Merger (as defined below). The undersigned is authorized by the Board of Directors of the Company to execute and deliver this Solvency Certificate on behal

Section 2. Definitions As used in this Solvency Certificate, the following terms shall have the meanings set forth below: "Closing Date" means July 9, 2024. "Company" means Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its United States headquarters loca

Section 3. Basis of Certification In reaching the conclusions and certifications set forth in Section 4 below, the undersigned has, among other things: (a) reviewed the Company's audited consolidated financial statements for the fiscal year ended September 30, 2023, as audited by Harwell & Dobson LLP, the Company's independent registered public accounting firm, including the consolidated balance sheet, the consolidat

Section 4. Solvency Certifications Based upon and subject to the foregoing, and after giving pro forma effect to the Transactions as if the Transactions had been consummated immediately prior to the delivery of this Solvency Certificate, the undersigned hereby certifies, on behalf of the Company, as follows: 4.1 Fair Value Test (Balance Sheet Solvency) Immediately after giving effect to the Transactions, the Fair Val

Section 5. Assumptions and Qualifications The certifications set forth in Section 4 above are given as of the Closing Date after giving pro forma effect to the Transactions and are based upon the financial information, projections, forecasts, assumptions, and other data available to the undersigned as of such date. The certifications are subject to the following assumptions and qualifications: (a) The undersigned is

Section 6. Reliance and Beneficiaries This Solvency Certificate is delivered to, and may be relied upon by, each of the following parties: (a) Meridian Atlantic Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement, on behalf of itself and the Lenders party thereto; (b) Ironclad Capital Markets LLC, in its capacity as Co-Arranger under the Credit Agreement; (c) Winthrop & Hale LLP, in its cap

Section 7. Governing Law This Solvency Certificate shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to any conflict-of-laws principles that would require or permit the application of the laws of any other jurisdiction. The choice of governing law herein is consistent with the governing law provisions of the Credit Agreement. Signature IN WITNESS WHEREOF, the un