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Contract analysis / exhibit-d-letter-of-transmittal-form.docx
exhibit-d-letter-of-transmittal-form.docx
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Medium · 1
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1. Ownership. The undersigned is the registered owner of the shares of common stock of Cl
1. Ownership. The undersigned is the registered owner of the shares of common stock of Cloudium Technologies plc described in Section 1 of this Letter of Transmittal, or has been duly authorized by the registered owner of such shares to submit this Letter of Transmittal on behalf of such registered owner, and in either case has the full right, power, and authority to surrender, sell, assign, and transfer such shares
2. Good and Marketable Title. The undersigned has full power and authority to surrender,
2. Good and Marketable Title. The undersigned has full power and authority to surrender, assign, and transfer the shares described herein, and when such shares are accepted for exchange by the Exchange Agent in accordance with the terms of the Merger Agreement and this Letter of Transmittal, the surviving corporation will acquire good and marketable title to such shares, free and clear of all liens, claims, pledges,
3. Additional Documents. The undersigned will, upon request by the Exchange Agent or the
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⚑ Assignment / subcontracting
3. Additional Documents. The undersigned will, upon request by the Exchange Agent or the surviving corporation, execute and deliver any additional documents, instruments, or certificates deemed by the Exchange Agent or the surviving corporation to be necessary or desirable to complete the surrender, assignment, and transfer of the shares described herein, and to effectuate the payment of the Merger Consideration in c
4. Consummation of Merger. The undersigned acknowledges that the Merger of Stratos Merger
4. Consummation of Merger. The undersigned acknowledges that the Merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc was consummated on July 9, 2024 (the "Closing Date"), and that, at the Effective Time of the Merger, each issued and outstanding share of Cloudium Technologies plc common stock (other than Excluded Shares, Dissenting Shares, and Rollover Shares, as defined in the Merger Agreement)
5. Appraisal Rights. The undersigned acknowledges that shares held by stockholders who ha
5. Appraisal Rights. The undersigned acknowledges that shares held by stockholders who have properly demanded and perfected appraisal rights under Section 262 of the Delaware General Corporation Law in connection with the Merger are not eligible for exchange through this Letter of Transmittal. The undersigned further represents that the undersigned has not demanded appraisal rights with respect to any of the shares d
6. Rollover Shares. The undersigned acknowledges that shares subject to the Rollover Agre
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⚑ Penalty / liquidated damages
6. Rollover Shares. The undersigned acknowledges that shares subject to the Rollover Agreements executed on January 22, 2024, by Jonathan Hargrove and Pinnacle Growth Ventures LLC are not eligible for exchange through this Letter of Transmittal and are governed exclusively by the terms and conditions of the applicable Rollover Agreements. The undersigned represents that the shares described in Section 1 hereof are no
1. The number shown on this form is my correct Taxpayer Identification Number (or I am wa
1. The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me);
2. I am not subject to backup withholding because: (a) I am exempt from backup withholdin
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the Internal Revenue Service has notified me that I am no longer subject to backup withholding;
3. I am a U.S. person (including a U.S. resident alien); and
3. I am a U.S. person (including a U.S. resident alien); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA
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⚑ Non-compete / exclusivity restraint
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting are correct. Instruction: If you have been notified by the IRS that you are currently subject to backup withholding because you failed to report all interest and dividends on your tax return, you must cross out item (2) above. If the stockholder is a non-U.S. person (i.e., not a U.S. citizen or U.S. resident alien, or
1. Affiant Information. The Affiant's name and address are as follows:
1. Affiant Information. The Affiant's name and address are as follows: Name: ________ Address: ________ City: ____ State: __ Zip Code: __
2. Description of Certificate(s). The Affiant is (or was, immediately prior to the Effect
2. Description of Certificate(s). The Affiant is (or was, immediately prior to the Effective Time of the Merger) the registered owner of the following shares of common stock, par value $0.001 per share, of Cloudium Technologies plc, represented by the certificate(s) described below: Certificate Number(s): ________ Number of Shares Represented: ________
3. Circumstances of Loss, Theft, or Destruction. The above-described certificate(s) have
3. Circumstances of Loss, Theft, or Destruction. The above-described certificate(s) have been lost, stolen, or destroyed under the following circumstances: ________________________________________ ________________________________________ ________________________________________ ________________________________________ (Please provide a detailed narrative description of the circumstances surrounding the loss, theft, o
4. Diligent Search. The Affiant has made a diligent search for the above-described certif
4. Diligent Search. The Affiant has made a diligent search for the above-described certificate(s) and has been unable to locate the same. The Affiant believes that the certificate(s) have been lost, stolen, or destroyed and have not been endorsed, assigned, pledged, hypothecated, or otherwise transferred or disposed of by the Affiant or by anyone authorized to act on behalf of the Affiant.
5. No Third-Party Claims. To the best of the Affiant's knowledge and belief, no person, f
5. No Third-Party Claims. To the best of the Affiant's knowledge and belief, no person, firm, corporation, or other entity other than the Affiant has any right, title, claim, interest, or demand in, to, or upon the above-described certificate(s) or the shares represented thereby.
6. Indemnification. The Affiant hereby agrees to indemnify and hold harmless Cascade Corp
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⚑ Indemnity / guarantee obligation
6. Indemnification. The Affiant hereby agrees to indemnify and hold harmless Cascade Corporate Services Inc. (the "Exchange Agent"), Cloudium Technologies plc (the "Surviving Corporation"), Solara Digital Infrastructure Fund VI LP, and each of their respective successors, assigns, directors, officers, employees, agents, and affiliates (collectively, the "Indemnified Parties"), from and against any and all claims, los
7. Bond Requirement. The Affiant acknowledges that the Exchange Agent may require, as a c
High
⚑ Indemnity / guarantee obligation
7. Bond Requirement. The Affiant acknowledges that the Exchange Agent may require, as a condition to the payment of the Merger Consideration with respect to the above-described shares, that the Affiant post a surety bond in an amount and form satisfactory to the Exchange Agent, in its reasonable discretion, to indemnify the Indemnified Parties against any claim that may be made with respect to such certificate(s). Th
8. Notification. If the Affiant hereafter finds or recovers the above-described certifica
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⚑ Indemnity / guarantee obligation
8. Notification. If the Affiant hereafter finds or recovers the above-described certificate(s), the Affiant will immediately surrender the same to the Exchange Agent for cancellation. ________________________________________ Signature of Affiant ________________________________________ Print Name of Affiant ________________________________________ Date NOTARIZATION Subscribed and sworn to (or affirmed) before me on t