Contract analysis

ARTICLE I NAME The name of the corporation is Cloudium Technologies plc (hereinafter referred to as the "Corporation"). The Corporation's name shall be retained as set forth herein immediately following the Effective Time. The name of the Corporation may be subsequently changed by amendment of this Certificate of Incorporation in accordance with the DGCL, subject to such approvals as may be required under the Merger

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, 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, in the manner provided by law, change the registered agent

ARTICLE III PURPOSE The nature of the business or purposes to be conducted or promoted by 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 powers necessary or convenient to the conduct, promotion, and attainment of the business and purposes set forth above, including, without limitation, all powers conferred upon corporat

ARTICLE IV AUTHORIZED CAPITAL STOCK

Section 4.1. Authorized Shares. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is one hundred ten thousand (110,000) shares, consisting of: (a) one hundred thousand (100,000) shares of Common Stock, par value $0.001 per share (the "Common Stock"); and (b) ten thousand (10,000) shares of Preferred Stock, par value $0.001 per share (the "Preferred Stock").

Section 4.2. Common Stock. (a) Voting Rights. Except as otherwise required by applicable law or as expressly provided in this Certificate of Incorporation or in any certificate of designation with respect to any series of Preferred Stock, each holder of Common Stock shall be entitled to one (1) vote for each share of Common Stock held of record by such holder on all matters submitted to a vote of the stockholders of

Section 4.3. Preferred Stock. (a) Issuance in Series. The Board of Directors is hereby expressly authorized, subject to any limitations prescribed by law and except as otherwise provided in this Certificate of Incorporation, to provide by resolution or resolutions for the issuance of shares of Preferred Stock in one or more series, and with respect to each such series, to fix the number of shares constituting such se

Section 5.1. Number and Election. (a) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In exercising their powers and discharging their duties, the directors shall act in accordance with the DGCL, this Certificate of Incorporation, and the Bylaws of the Corporation (as amended from time to time, the "Bylaws"). (b) The number of directors constituting th

Section 5.2. Removal. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. This removal standard is consistent with the governance of the Corporation as a wholly owned subsidiary and shall apply unless a di

Section 5.3. Vacancies. Subject to the rights of the holders of any series of Preferred Stock then outstanding, vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal, or any other cause, and newly created directorships resulting from any increase in the authorized number of directors, may be filled by the affirmative vote of a majority of the remaining directors

Section 5.4. Written Consent in Lieu of Meeting. 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 of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and such written consent or consents or electronic transmission or transmissions are f

ARTICLE VI BYLAWS In furtherance and not in limitation of the powers conferred upon it 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 present at any regular or special meeting of the Board of Directors at which a quorum is present, or by unanimous written consent of the Board of Director

ARTICLE VII LIMITATION OF DIRECTOR LIABILITY

Section 7.1. Elimination of Personal Liability. To the fullest extent permitted by the DGCL (including, without limitation, Section 102(b)(7) thereof, as such section may be amended, supplemented, or replaced from time to time), no director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Without limiting the generali

Section 7.2. Amendment; Non-Retroactivity. Any repeal, amendment, modification, or adoption of any provision in this Certificate of Incorporation or the Bylaws inconsistent with this Article VII shall not adversely affect any right or protection of any director of the Corporation existing at the time of such repeal, amendment, modification, or adoption with respect to any act or omission occurring prior to the time o

Section 8.1. Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the DGCL permitted the Corporation to provide prior to such amendment), any person (an "

Section 8.2. Advancement of Expenses. The Corporation shall, to the fullest extent not prohibited by the DGCL or other applicable law, advance all expenses (including attorneys' fees and disbursements) incurred by an Indemnified Person in defending any Proceeding prior to the final disposition of such Proceeding (an "Expense Advancement"). An Expense Advancement shall be made upon receipt of an undertaking by or on b

Section 8.3. Non-Exclusivity of Rights. The rights to indemnification and Expense Advancement conferred in this Article VIII shall not be exclusive of any other right which any Indemnified Person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the Bylaws, any agreement (including, without limitation, any indemnification agreement entered into by the Corporation with an

Section 8.4. 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 is or was serving at the request of the Corporation as a director, officer, employee, partner, trustee, or agent of a Covered Entity, against any liability asserted against such person and incurred by such person in any such c

Section 8.5. Survival. The indemnification and Expense Advancement provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to any person who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, administrators, and other legal representatives of such person. No amendme

Section 9.1. 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 or by electronic transmission, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number

Section 9.2. Special Meetings. Special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time by the Board of Directors, the Chairman of the Board (if any), the President, or by the holders of not less than a majority of all outstanding shares of capital stock of the Corporation entitled to vote at such meeting, and shall be held at such place, on such date, and at such

ARTICLE X CORPORATE OPPORTUNITIES To the fullest extent permitted by Section 122(17) of the DGCL (or any successor provision thereto) and except as may be otherwise expressly agreed in writing between the Corporation and any such person, the Corporation, on behalf of itself and its subsidiaries, hereby renounces and waives any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an o

ARTICLE XI AMENDMENT 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 the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding any other provision of this Certificate of Incorporation or the Bylaws (and notwithstanding the fact that

Section 12.1. Delaware Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, any other state court of the State of Delaware, or, if no state court of the State of Delaware has subject matter jurisdiction, the federal district court for t

Section 12.2. Federal Forum for Securities Act Claims. Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the "Securities Act"). Any person or entity purchasing or otherwise acqui

Section 12.3. Personal Jurisdiction. If any action the subject matter of which is within the scope of Section 12.1 or Section 12.2 above is filed in a court other than a court located within the State of Delaware or, in the case of Section 12.2, a federal district court of the United States (a "Foreign Action"), the claiming party shall be deemed to have consented to (a) the personal jurisdiction of the state and fed

ARTICLE XIII SEVERABILITY If any provision or provisions of this Certificate of Incorporation shall be held to be invalid, illegal, or unenforceable as applied to any person, entity, or circumstance for any reason whatsoever, then, to the fullest extent permitted by law: (a) the validity, legality, and enforceability of such provision or provisions as applied to any other person, entity, or circumstance, and of the r

ARTICLE XIV INCORPORATOR The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware by the incorporator named therein in connection with the formation of the Corporation. This Amended and Restated Certificate of Incorporation was duly adopted in accordance with Sections 242, 245, and 251 of the DGCL, in connection with the merger of Stratos Merger Sub I