1041-00003 · Solara Digital Infrastructure LP · Closing

officers-certificate-buyer-merger-sub.docx DOCUMENT M&A / Corporate

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OFFICER'S CERTIFICATE

Delivered Pursuant to Section 7.3(c) of the Agreement and Plan of Merger

July 9, 2024

Delivered to:

Cloudium Technologies plc a public limited company incorporated under the laws of England and Wales (Company Number 09734521) 25 Old Broad Street, 14th Floor London EC2N 1HQ United Kingdom

Delivered by:

Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Parent")

and

Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub")

Reference:

Agreement and Plan of Merger, dated as of January 22, 2024 (as may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), by and among Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales ("the Company"), Stratos Merger Sub Inc., a Delaware corporation, and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership.

Section 1. Recitals and Background

WHEREAS, the Company, Merger Sub, and Parent entered into the Merger Agreement on January 22, 2024, pursuant to which, among other things, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent, constituting a reverse triangular merger under the Delaware General Corporation Law (the "DGCL");

WHEREAS, pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share, of the Company (each, a "Share" and, collectively, the "Shares") issued and outstanding immediately prior to the Effective Time (other than (i) Shares held by the Company as treasury shares, (ii) Shares owned by Parent, Merger Sub, or any of their respective wholly owned subsidiaries, and (iii) Shares subject to rollover elections under the Rollover Agreements) will be converted into the right to receive $36.92 per Share in cash, without interest (the "Merger Consideration"), for an aggregate deal value of approximately Six Billion Eight Hundred Million Dollars ($6,800,000,000);

WHEREAS, the Merger Agreement provides that, as a condition to the obligation of the Company to consummate the Merger, Parent and Merger Sub shall deliver to the Company, at or prior to the Closing, an officer's certificate certifying the fulfillment of certain conditions set forth in Section 7.3 of the Merger Agreement, including, without limitation, the conditions set forth in Section 7.3(a) (accuracy of representations and warranties), Section 7.3(b) (performance of covenants), and Section 7.3(c) (delivery of an officer's certificate) of the Merger Agreement;

WHEREAS, the closing of the Merger (the "Closing") is occurring on the date hereof, July 9, 2024 (the "Closing Date");

WHEREAS, this Officer's Certificate is being delivered as a closing deliverable required under Section 7.3(c) of the Merger Agreement as a condition to the Company's obligation to consummate the Merger and the other transactions contemplated by the Merger Agreement; and

WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

NOW, THEREFORE, the undersigned, Marcus Elliston, acting (i) in his capacity as an authorized signatory of Solara Fund VI GP LLC, a Delaware limited liability company ("Fund VI GP"), the general partner of Solara Digital Infrastructure Fund VI LP, in respect of all certifications made herein on behalf of Parent, and (ii) in his capacity as President and sole director of Stratos Merger Sub Inc., in respect of all certifications made herein on behalf of Merger Sub, each being duly authorized to execute and deliver this certificate on behalf of Parent and Merger Sub, respectively, pursuant to the organizational documents of each such entity and the resolutions and written consents referenced herein, hereby certifies as follows:

Section 2. Certification Regarding Representations and Warranties of Parent and Merger Sub

(a) Non-Fundamental Representations and Warranties. The undersigned hereby certifies, on behalf of each of Parent and Merger Sub, that each of the representations and warranties of Parent and Merger Sub set forth in Article V of the Merger Agreement (other than the Fundamental Representations of Parent and Merger Sub, which are addressed separately in Section 2(b) below) is true and correct as of the date of the Merger Agreement (January 22, 2024) and as of the Closing Date (July 9, 2024) as though made on and as of the Closing Date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be true and correct (without giving effect to any "materiality," "Material Adverse Effect," or similar qualifiers contained therein) would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement.

(b) Fundamental Representations and Warranties. The undersigned hereby certifies, on behalf of each of Parent and Merger Sub, that each of the Fundamental Representations of Parent and Merger Sub set forth in Article V of the Merger Agreement (including, without limitation, representations and warranties regarding organization and qualification, authority, capitalization of Merger Sub, and absence of brokers' fees) is true and correct in all material respects as of the date of the Merger Agreement (January 22, 2024) and as of the Closing Date (July 9, 2024) as though made on and as of the Closing Date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such earlier date).

Without limiting the generality of the foregoing certifications set forth in Sections 2(a) and 2(b), the undersigned confirms that the following representations and warranties, among others, have been brought down to the Closing Date in accordance with the applicable standard set forth above:

(i) Organization and Good Standing. Parent is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Merger Sub is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (DE File No. 7923841), having been incorporated on January 8, 2024. Each of Parent and Merger Sub has all requisite organizational power and authority to execute and deliver the Merger Agreement and the ancillary documents to which it is a party and to consummate the transactions contemplated thereby.

(ii) Due Authorization — Parent. The execution, delivery, and performance of the Merger Agreement and the ancillary documents to which Parent is a party, and the consummation of the transactions contemplated thereby, have been duly and validly authorized by all necessary action on the part of Parent, including all requisite action by Fund VI GP, as general partner of Parent, pursuant to resolutions duly adopted by Fund VI GP on January 22, 2024. No other action on the part of Parent, Fund VI GP, or any limited partner of Parent is necessary to authorize the execution, delivery, and performance of the Merger Agreement and the ancillary documents or the consummation of the Merger and the other transactions contemplated by the Merger Agreement.

(iii) Due Authorization — Merger Sub. The execution, delivery, and performance of the Merger Agreement and the ancillary documents to which Merger Sub is a party, and the consummation of the transactions contemplated thereby (including the Merger), have been duly and validly authorized by all necessary corporate action on the part of Merger Sub, including (A) the unanimous approval of the board of directors of Merger Sub (Marcus Elliston, sole director) and (B) the written consent of Parent, as the sole stockholder of Merger Sub, dated January 22, 2024, approving the Merger Agreement and the transactions contemplated thereby, including the Merger. No other corporate proceedings on the part of Merger Sub are necessary to authorize the Merger Agreement or the consummation of the Merger.

(iv) Valid and Binding Obligations. The Merger Agreement and each ancillary document to which Parent or Merger Sub is a party, including without limitation the Equity Commitment Letter dated January 22, 2024, the Limited Guarantee dated January 22, 2024, and the Rollover Agreements dated January 22, 2024, have been duly and validly executed and delivered by Parent and/or Merger Sub, as applicable, and constitute the legal, valid, and binding obligations of Parent and/or Merger Sub, as applicable, enforceable against each such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

(v) No Conflict. The execution, delivery, and performance of the Merger Agreement and the ancillary documents by Parent and Merger Sub, and the consummation of the Merger and the other transactions contemplated thereby, do not and will not (A) conflict with or violate the certificate of limited partnership, limited partnership agreement, or other organizational documents of Parent, (B) conflict with or violate the certificate of incorporation, bylaws, or other organizational documents of Merger Sub, or (C) result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, any contract, agreement, instrument, obligation, commitment, or undertaking to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets is bound.

(vi) Purpose of Merger Sub. Merger Sub was formed solely for the purpose of effecting the Merger and the other transactions contemplated by the Merger Agreement. Since the date of its incorporation (January 8, 2024) through the date hereof, Merger Sub has not conducted any business, engaged in any activities, or incurred any liabilities or obligations other than those incident to its formation and organization and the execution and delivery of the Merger Agreement and the ancillary documents to which it is a party and the consummation of the transactions contemplated thereby.

(vii) Sufficiency of Funds. Parent has available, or will have available at the Closing, sufficient funds to (A) pay the aggregate Merger Consideration to the holders of Shares entitled to receive the Merger Consideration, (B) repay in full all existing indebtedness of the Company required to be repaid at the Closing, including the outstanding indebtedness of the Company in the aggregate principal amount of Eight Hundred Twenty Million Dollars ($820,000,000) owed to Atlas Commercial Lending Corp. under the Company's existing credit facilities, (C) fund the escrow deposit in the amount of Five Hundred Forty-Four Million Dollars ($544,000,000) to be held by Cobalt Trust Company, as escrow agent, pursuant to the terms of the Escrow Agreement, and (D) pay all related fees, expenses, costs, and other amounts payable in connection with the Merger and the transactions contemplated by the Merger Agreement. Such funds consist of the following:

(1) An equity contribution of Two Billion Eight Hundred Thirty-Two Million Eight Hundred Eighty-Eight Thousand Ninety-Six Dollars ($2,832,888,096) to be funded to Merger Sub (or, following the Effective Time, the Surviving Corporation) by Parent pursuant to the Equity Commitment Letter dated January 22, 2024, issued by the limited partners of Parent in favor of Merger Sub and the Company;

(2) Committed debt financing consisting of (x) a Term Loan B facility in an aggregate principal amount of Three Billion Seven Hundred Forty Million Dollars ($3,740,000,000) and (y) a Revolving Credit Facility in an aggregate principal amount of Five Hundred Million Dollars ($500,000,000) (which Revolving Credit Facility will be undrawn at Closing), in each case pursuant to the Debt Commitment Letter dated January 22, 2024, issued by Meridian Atlantic Bank, N.A., as administrative agent and lead arranger, and Ironclad Capital Markets LLC, as co-arranger and joint bookrunner, in favor of Parent and Merger Sub; and

(3) Rollover equity of approximately Six Hundred Sixteen Million Fifty-Five Thousand Nine Hundred Fifty-Two Dollars ($616,055,952) to be contributed by (x) Jonathan Hargrove, in an amount of approximately One Hundred Forty-Two Million Eight Hundred Fourteen Thousand Five Hundred Forty-Four Dollars ($142,814,544), and (y) Pinnacle Growth Ventures LLC, in an amount of approximately Four Hundred Seventy-Three Million Two Hundred Forty-One Thousand Four Hundred Eight Dollars ($473,241,408), in each case pursuant to the Rollover Agreements dated January 22, 2024, by and between Parent and such rollover investor.

(viii) Solvency. The solvency representation set forth in Article V of the Merger Agreement is true and correct as of the Closing Date. Immediately after giving effect to the Merger and the other transactions contemplated by the Merger Agreement (including the payment of the aggregate Merger Consideration, the repayment of existing Company indebtedness, the funding of the escrow, and the incurrence of the debt financing), the Surviving Corporation and its subsidiaries, taken as a whole, will be Solvent (as defined in the Merger Agreement).

Section 3. Certification Regarding Performance of Covenants and Obligations

The undersigned hereby certifies, on behalf of each of Parent and Merger Sub, that Parent and Merger Sub have performed and complied in all material respects with all covenants and obligations required to be performed or complied with by Parent or Merger Sub under the Merger Agreement at or prior to the Closing Date (July 9, 2024), including, without limitation, the following:

(a) Efforts to Consummate; Regulatory Filings (Section 6.5). Parent and Merger Sub have used their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable to consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement, including using reasonable best efforts to obtain all necessary consents, approvals, authorizations, qualifications, and orders of, and make all necessary filings with, governmental authorities required in connection with the consummation of the Merger. Without limiting the foregoing, the following regulatory approvals and clearances have been duly obtained:

(i) Hart-Scott-Rodino Antitrust Improvements Act of 1976. Parent and Merger Sub filed their respective Pre-Merger Notification and Report Forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") on February 9, 2024. The initial thirty (30)-day waiting period under the HSR Act expired on March 11, 2024, without the issuance of a Second Request for additional information or documentary material. Accordingly, the condition set forth in Section 7.1(b) of the Merger Agreement with respect to the HSR Act has been satisfied.

(ii) United Kingdom Competition and Markets Authority. Parent submitted a Merger Notice to the Competition and Markets Authority of the United Kingdom (the "CMA") on February 12, 2024, with such filing designated as CMA Case No. ME/7184/24. On April 3, 2024, the CMA issued its Phase 1 decision granting unconditional clearance of the Merger, determining that the Merger does not give rise to a realistic prospect of a substantial lessening of competition within any market or markets in the United Kingdom. No undertakings in lieu of reference were required. Accordingly, the condition set forth in Section 7.1(b) of the Merger Agreement with respect to CMA clearance has been satisfied.

No other regulatory consents, approvals, or authorizations are required to be obtained by Parent or Merger Sub as a condition to the consummation of the Merger under the Merger Agreement or applicable law.

(b) Public Announcements (Section 6.6). Parent and Merger Sub have complied in all material respects with the covenants set forth in Section 6.6 of the Merger Agreement regarding public announcements and communications relating to the Merger Agreement and the transactions contemplated thereby. Parent and Merger Sub coordinated with the Company regarding the content and timing of all public announcements, including the signing announcement made by the Company on Form 8-K, dated January 23, 2024, filed with the United States Securities and Exchange Commission (the "SEC"), and the corresponding announcement issued by the Company through a Regulatory Information Service in the United Kingdom in accordance with the rules of the Financial Conduct Authority and the London Stock Exchange.

(c) Director and Officer Indemnification (Section 6.7). Parent has made all necessary arrangements, and has caused Merger Sub to make all necessary arrangements, to honor and fulfill the Company's existing obligations to provide indemnification and advancement of expenses to, and to maintain directors' and officers' liability insurance coverage for, the directors and officers of the Company and its subsidiaries as required by Section 6.7 of the Merger Agreement. Parent confirms that it has caused the Company to obtain, prior to the Closing, a "tail" directors' and officers' liability insurance policy covering the individuals who were directors or officers of the Company or any of its subsidiaries at any time prior to or at the Effective Time, in each case for a period of not less than six (6) years following the Effective Time, on terms and conditions no less favorable in the aggregate than the Company's existing directors' and officers' liability insurance coverage.

(d) Employee Matters (Section 6.8). Parent has complied in all material respects with its covenants and obligations set forth in Section 6.8 of the Merger Agreement relating to compensation and benefits of employees of the Company and its subsidiaries, including without limitation the obligation to provide, for a period of not less than twelve (12) months following the Closing Date, compensation and employee benefits to continuing employees of the Company and its subsidiaries that are, in the aggregate, no less favorable than the compensation and employee benefits provided to such employees immediately prior to the Closing, and the obligation to honor all outstanding severance and change-in-control obligations.

(e) Financing Obligations. Parent has fulfilled its covenants and obligations under the Merger Agreement with respect to the financing of the Merger. In satisfaction of such obligations, Parent has obtained the committed debt financing on terms and conditions consistent with the Debt Commitment Letter, as evidenced by the execution of the following definitive financing documents, each dated as of July 9, 2024:

(i) that certain Credit Agreement (the "Credit Agreement"), by and among Cloudium Technologies plc, as Borrower, Stratos Merger Sub Inc. (prior to the Effective Time), as Co-Borrower, Meridian Atlantic Bank, N.A., as Administrative Agent, Collateral Agent, and Issuing Bank, and each of the lenders from time to time party thereto, providing for (x) a Term Loan B facility in an aggregate principal amount of Three Billion Seven Hundred Forty Million Dollars ($3,740,000,000) and (y) a Revolving Credit Facility in an aggregate committed amount of Five Hundred Million Dollars ($500,000,000);

(ii) that certain Guarantee and Collateral Agreement (the "Security Agreement"), by and among the Company, certain of its domestic subsidiaries as guarantors, and Meridian Atlantic Bank, N.A., as Collateral Agent; and

(iii) that certain Intercreditor Agreement (the "Intercreditor Agreement"), by and among Meridian Atlantic Bank, N.A., in its capacity as First Lien Agent, and each other agent or representative party thereto.

The conditions precedent to the initial funding under the Credit Agreement have been satisfied (or waived by the lenders party thereto), and Parent has received confirmation from Meridian Atlantic Bank, N.A. that the lenders are prepared to fund the Term Loan B facility in full on the Closing Date in accordance with the terms of the Credit Agreement.

(f) Delivery of Closing Documents. Parent and Merger Sub have delivered, or are simultaneously delivering, to the Company all documents, instruments, certificates, and other deliverables required to be delivered by Parent and Merger Sub at or prior to the Closing pursuant to Section 2.4 of the Merger Agreement, including without limitation:

(i) this Officer's Certificate;

(ii) the Secretary's Certificate of Stratos Merger Sub Inc., certifying as to (A) the certificate of incorporation of Merger Sub (as in effect on the Closing Date), (B) the bylaws of Merger Sub (as in effect on the Closing Date), (C) the resolutions of the board of directors of Merger Sub authorizing the Merger Agreement and the transactions contemplated thereby, (D) the written consent of the sole stockholder of Merger Sub approving the Merger Agreement and the transactions contemplated thereby, and (E) the incumbency and specimen signatures of the officers of Merger Sub executing the Merger Agreement and the ancillary documents;

(iii) the Secretary's Certificate of Solara Digital Infrastructure Fund VI LP, certifying as to (A) the certificate of limited partnership of Parent (as in effect on the Closing Date), (B) the limited partnership agreement of Parent (as in effect on the Closing Date, to the extent required to be delivered), (C) the resolutions of Fund VI GP, as general partner of Parent, authorizing the Merger Agreement and the transactions contemplated thereby, and (D) the incumbency and specimen signature of the authorized signatory of Fund VI GP executing the Merger Agreement and the ancillary documents on behalf of Parent; and

(iv) the Solvency Certificate, dated as of the Closing Date, executed by the Chief Financial Officer (or equivalent officer) of Parent, certifying that, immediately after giving effect to the Merger and the related transactions (including the incurrence of indebtedness and the payment of the aggregate Merger Consideration), the Surviving Corporation and its subsidiaries, taken as a whole, are Solvent.

Section 4. Additional Confirmations

In addition to the certifications set forth in Sections 2 and 3 above, the undersigned hereby further confirms and certifies, on behalf of each of Parent and Merger Sub, as follows:

(a) No Legal Proceedings. As of the date hereof, no temporary restraining order, preliminary or permanent injunction, cease and desist order, or other order, injunction, decree, or judgment issued by any court of competent jurisdiction, governmental authority, or regulatory body is in effect that restrains, enjoins, prevents, prohibits, or otherwise makes illegal the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement. To the knowledge of Parent and Merger Sub, no action, suit, proceeding, claim, or investigation has been commenced or is pending before any court, governmental authority, or regulatory body that seeks to restrain, enjoin, prevent, prohibit, or otherwise make illegal the consummation of the Merger. The condition set forth in Section 7.1(c) of the Merger Agreement has been satisfied.

(b) No Parent Material Adverse Effect. Since the date of the Merger Agreement (January 22, 2024) through the date hereof, no event, change, effect, development, condition, occurrence, or state of facts has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by the Merger Agreement on a timely basis or to perform their respective obligations under the Merger Agreement (a "Parent Material Adverse Effect"). Accordingly, the condition set forth in Section 7.3(a)(ii) of the Merger Agreement has been satisfied.

(i) The Equity Commitment Letter, dated January 22, 2024, pursuant to which the limited partners of Parent have committed to contribute to Parent, and Parent has committed to cause to be contributed to Merger Sub (or, following the Effective Time, the Surviving Corporation), aggregate equity financing in an amount of Two Billion Eight Hundred Thirty-Two Million Eight Hundred Eighty-Eight Thousand Ninety-Six Dollars ($2,832,888,096) remains in full force and effect as of the date hereof, has not been amended, modified, supplemented, or terminated (other than pursuant to its terms), and none of the equity commitment parties has notified Parent or Merger Sub of its intention not to fund its commitment.

(ii) The Limited Guarantee, dated January 22, 2024, delivered by Solara Fund VI GP LLC in favor of the Company, guaranteeing the payment obligations of Parent and Merger Sub under the Merger Agreement in an aggregate amount not to exceed Two Hundred Forty-Six Million Dollars ($246,000,000), consisting of (x) Two Hundred Twenty-One Million Dollars ($221,000,000) with respect to the Parent Termination Fee (the "Reverse Termination Fee") and (y) Twenty-Five Million Dollars ($25,000,000) with respect to enforcement costs, remains in full force and effect as of the date hereof and has not been amended, modified, supplemented, or terminated (other than pursuant to its terms).

(d) Debt Commitment Letter. The undersigned hereby confirms that the Debt Commitment Letter, dated January 22, 2024, issued by Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC in favor of Parent and Merger Sub, providing for committed debt financing in an aggregate amount of Four Billion Two Hundred Forty Million Dollars ($4,240,000,000) (consisting of Three Billion Seven Hundred Forty Million Dollars ($3,740,000,000) under the Term Loan B facility and Five Hundred Million Dollars ($500,000,000) under the Revolving Credit Facility), remains in full force and effect as of the date hereof, has not been amended, modified, supplemented, or terminated except as previously disclosed to the Company, and no lender party thereto (or party to the definitive Credit Agreement executed in accordance therewith) has notified Parent or Merger Sub of its intention not to fund its commitment on the Closing Date. All conditions precedent to the obligations of the lenders to fund the debt financing under the Debt Commitment Letter and the Credit Agreement that are within the control of Parent and Merger Sub have been satisfied (or waived by the applicable lenders).

Section 5. Limitation; No Personal Liability

This Officer's Certificate is being delivered solely in satisfaction of the closing condition set forth in Section 7.3(c) of the Merger Agreement and for no other purpose. This certificate is delivered by the undersigned in his capacity as (i) an authorized signatory of Solara Fund VI GP LLC, the general partner of Solara Digital Infrastructure Fund VI LP, on behalf of Parent, and (ii) the President and sole director of Stratos Merger Sub Inc., on behalf of Merger Sub, and not in any individual or personal capacity.

No personal liability whatsoever shall attach to, be imposed upon, or otherwise be incurred by the undersigned, or any other officer, director, manager, member, partner, stockholder, employee, agent, affiliate, or representative of Parent, Merger Sub, Fund VI GP, or any of their respective affiliates, by reason of the execution and delivery of this Officer's Certificate, and any claim or recourse in respect of or arising out of this certificate shall be asserted solely against Parent and/or Merger Sub, as applicable, and not against any such individual in his or her personal capacity.

Nothing contained in this Officer's Certificate shall be deemed to expand or otherwise modify, amend, or supplement any representation, warranty, covenant, agreement, or other obligation of Parent or Merger Sub contained in the Merger Agreement or any ancillary document, or to create any rights or obligations not otherwise set forth in or contemplated by the Merger Agreement. In the event of any inconsistency between the terms of this certificate and the terms of the Merger Agreement, the terms of the Merger Agreement shall govern and control.

Section 6. Governing Law

This Officer's Certificate shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules, provisions, or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, consistent with Section 9.9 of the Merger Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Officer's Certificate as of the date first written above.

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

By: Solara Fund VI GP LLC, its general partner

By: ________

Name: Marcus Elliston

Title: Authorized Signatory

Date: July 9, 2024

Address:

1200 Market Street, Suite 3400 Wilmington, Delaware 19801

STRATOS MERGER SUB INC.

By: ________

Name: Marcus Elliston

Title: President

Date: July 9, 2024

Registered Office: 1209 Orange Street Wilmington, Delaware 19801

OFFICER'S CERTIFICATE
Delivered Pursuant to Section 7.3(c) of the Agreement and Plan of Merger
July 9, 2024
July 9, 2024
Delivered to:
Cloudium Technologies plc a public limited company incorporated under the laws of England and Wales (Company Number 09734521) 25 Old Broad Street, 14th Floor London EC2N 1HQ United Kingdom
Delivered by:
Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Parent")
and
Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub")
Reference:
Agreement and Plan of Merger, dated as of January 22, 2024 (as may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), by and among Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales ("the Company"), Stratos Merger Sub Inc., a Delaware corporation, and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership.
Section 1. Recitals and Background
WHEREAS, the Company, Merger Sub, and Parent entered into the Merger Agreement on January 22, 2024, pursuant to which, among other things, Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent, constituting a reverse triangular merger under the Delaware General Corporation Law (the "DGCL");
WHEREAS, pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share, of the Company (each, a "Share" and, collectively, the "Shares") issued and outstanding immediately prior to the Effective Time (other than (i) Shares held by the Company as treasury shares, (ii) Shares owned by Parent, Merger Sub, or any of their respective wholly owned subsidiaries, and (iii) Shares subject to rollover elections under the Rollover Agreements) will be converted into the right to receive $36.92 per Share in cash, without interest (the "Merger Consideration"), for an aggregate deal value of approximately Six Billion Eight Hundred Million Dollars ($6,800,000,000);
WHEREAS, the Merger Agreement provides that, as a condition to the obligation of the Company to consummate the Merger, Parent and Merger Sub shall deliver to the Company, at or prior to the Closing, an officer's certificate certifying the fulfillment of certain conditions set forth in Section 7.3 of the Merger Agreement, including, without limitation, the conditions set forth in Section 7.3(a) (accuracy of representations and warranties), Section 7.3(b) (performance of covenants), and Section 7.3(c) (delivery of an officer's certificate) of the Merger Agreement;
WHEREAS, the closing of the Merger (the "Closing") is occurring on the date hereof, July 9, 2024 (the "Closing Date");
WHEREAS, this Officer's Certificate is being delivered as a closing deliverable required under Section 7.3(c) of the Merger Agreement as a condition to the Company's obligation to consummate the Merger and the other transactions contemplated by the Merger Agreement; and
WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
NOW, THEREFORE, the undersigned, Marcus Elliston, acting (i) in his capacity as an authorized signatory of Solara Fund VI GP LLC, a Delaware limited liability company ("Fund VI GP"), the general partner of Solara Digital Infrastructure Fund VI LP, in respect of all certifications made herein on behalf of Parent, and (ii) in his capacity as President and sole director of Stratos Merger Sub Inc., in respect of all certifications made herein on behalf of Merger Sub, each being duly authorized to execute and deliver this certificate on behalf of Parent and Merger Sub, respectively, pursuant to the organizational documents of each such entity and the resolutions and written consents referenced herein, hereby certifies as follows:
Section 2. Certification Regarding Representations and Warranties of Parent and Merger Sub
(a) Non-Fundamental Representations and Warranties. The undersigned hereby certifies, on behalf of each of Parent and Merger Sub, that each of the representations and warranties of Parent and Merger Sub set forth in Article V of the Merger Agreement (other than the Fundamental Representations of Parent and Merger Sub, which are addressed separately in Section 2(b) below) is true and correct as of the date of the Merger Agreement (January 22, 2024) and as of the Closing Date (July 9, 2024) as though made on and as of the Closing Date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such earlier date), except where the failure of such representations and warranties to be true and correct (without giving effect to any "materiality," "Material Adverse Effect," or similar qualifiers contained therein) would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Merger or the other transactions contemplated by the Merger Agreement.
(b) Fundamental Representations and Warranties. The undersigned hereby certifies, on behalf of each of Parent and Merger Sub, that each of the Fundamental Representations of Parent and Merger Sub set forth in Article V of the Merger Agreement (including, without limitation, representations and warranties regarding organization and qualification, authority, capitalization of Merger Sub, and absence of brokers' fees) is true and correct in all material respects as of the date of the Merger Agreement (January 22, 2024) and as of the Closing Date (July 9, 2024) as though made on and as of the Closing Date (except to the extent any such representation or warranty expressly relates to an earlier date, in which case as of such earlier date).
Without limiting the generality of the foregoing certifications set forth in Sections 2(a) and 2(b), the undersigned confirms that the following representations and warranties, among others, have been brought down to the Closing Date in accordance with the applicable standard set forth above:
(i) Organization and Good Standing. Parent is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Merger Sub is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (DE File No. 7923841), having been incorporated on January 8, 2024. Each of Parent and Merger Sub has all requisite organizational power and authority to execute and deliver the Merger Agreement and the ancillary documents to which it is a party and to consummate the transactions contemplated thereby.
(ii) Due Authorization — Parent. The execution, delivery, and performance of the Merger Agreement and the ancillary documents to which Parent is a party, and the consummation of the transactions contemplated thereby, have been duly and validly authorized by all necessary action on the part of Parent, including all requisite action by Fund VI GP, as general partner of Parent, pursuant to resolutions duly adopted by Fund VI GP on January 22, 2024. No other action on the part of Parent, Fund VI GP, or any limited partner of Parent is necessary to authorize the execution, delivery, and performance of the Merger Agreement and the ancillary documents or the consummation of the Merger and the other transactions contemplated by the Merger Agreement.
(iii) Due Authorization — Merger Sub. The execution, delivery, and performance of the Merger Agreement and the ancillary documents to which Merger Sub is a party, and the consummation of the transactions contemplated thereby (including the Merger), have been duly and validly authorized by all necessary corporate action on the part of Merger Sub, including (A) the unanimous approval of the board of directors of Merger Sub (Marcus Elliston, sole director) and (B) the written consent of Parent, as the sole stockholder of Merger Sub, dated January 22, 2024, approving the Merger Agreement and the transactions contemplated thereby, including the Merger. No other corporate proceedings on the part of Merger Sub are necessary to authorize the Merger Agreement or the consummation of the Merger.
(iv) Valid and Binding Obligations. The Merger Agreement and each ancillary document to which Parent or Merger Sub is a party, including without limitation the Equity Commitment Letter dated January 22, 2024, the Limited Guarantee dated January 22, 2024, and the Rollover Agreements dated January 22, 2024, have been duly and validly executed and delivered by Parent and/or Merger Sub, as applicable, and constitute the legal, valid, and binding obligations of Parent and/or Merger Sub, as applicable, enforceable against each such party in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).
(v) No Conflict. The execution, delivery, and performance of the Merger Agreement and the ancillary documents by Parent and Merger Sub, and the consummation of the Merger and the other transactions contemplated thereby, do not and will not (A) conflict with or violate the certificate of limited partnership, limited partnership agreement, or other organizational documents of Parent, (B) conflict with or violate the certificate of incorporation, bylaws, or other organizational documents of Merger Sub, or (C) result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, any contract, agreement, instrument, obligation, commitment, or undertaking to which Parent or Merger Sub is a party or by which Parent or Merger Sub or any of their respective properties or assets is bound.
(vi) Purpose of Merger Sub. Merger Sub was formed solely for the purpose of effecting the Merger and the other transactions contemplated by the Merger Agreement. Since the date of its incorporation (January 8, 2024) through the date hereof, Merger Sub has not conducted any business, engaged in any activities, or incurred any liabilities or obligations other than those incident to its formation and organization and the execution and delivery of the Merger Agreement and the ancillary documents to which it is a party and the consummation of the transactions contemplated thereby.
(vii) Sufficiency of Funds. Parent has available, or will have available at the Closing, sufficient funds to (A) pay the aggregate Merger Consideration to the holders of Shares entitled to receive the Merger Consideration, (B) repay in full all existing indebtedness of the Company required to be repaid at the Closing, including the outstanding indebtedness of the Company in the aggregate principal amount of Eight Hundred Twenty Million Dollars ($820,000,000) owed to Atlas Commercial Lending Corp. under the Company's existing credit facilities, (C) fund the escrow deposit in the amount of Five Hundred Forty-Four Million Dollars ($544,000,000) to be held by Cobalt Trust Company, as escrow agent, pursuant to the terms of the Escrow Agreement, and (D) pay all related fees, expenses, costs, and other amounts payable in connection with the Merger and the transactions contemplated by the Merger Agreement. Such funds consist of the following:
(1) An equity contribution of Two Billion Eight Hundred Thirty-Two Million Eight Hundred Eighty-Eight Thousand Ninety-Six Dollars ($2,832,888,096) to be funded to Merger Sub (or, following the Effective Time, the Surviving Corporation) by Parent pursuant to the Equity Commitment Letter dated January 22, 2024, issued by the limited partners of Parent in favor of Merger Sub and the Company;
(2) Committed debt financing consisting of (x) a Term Loan B facility in an aggregate principal amount of Three Billion Seven Hundred Forty Million Dollars ($3,740,000,000) and (y) a Revolving Credit Facility in an aggregate principal amount of Five Hundred Million Dollars ($500,000,000) (which Revolving Credit Facility will be undrawn at Closing), in each case pursuant to the Debt Commitment Letter dated January 22, 2024, issued by Meridian Atlantic Bank, N.A., as administrative agent and lead arranger, and Ironclad Capital Markets LLC, as co-arranger and joint bookrunner, in favor of Parent and Merger Sub; and
(3) Rollover equity of approximately Six Hundred Sixteen Million Fifty-Five Thousand Nine Hundred Fifty-Two Dollars ($616,055,952) to be contributed by (x) Jonathan Hargrove, in an amount of approximately One Hundred Forty-Two Million Eight Hundred Fourteen Thousand Five Hundred Forty-Four Dollars ($142,814,544), and (y) Pinnacle Growth Ventures LLC, in an amount of approximately Four Hundred Seventy-Three Million Two Hundred Forty-One Thousand Four Hundred Eight Dollars ($473,241,408), in each case pursuant to the Rollover Agreements dated January 22, 2024, by and between Parent and such rollover investor.
(viii) Solvency. The solvency representation set forth in Article V of the Merger Agreement is true and correct as of the Closing Date. Immediately after giving effect to the Merger and the other transactions contemplated by the Merger Agreement (including the payment of the aggregate Merger Consideration, the repayment of existing Company indebtedness, the funding of the escrow, and the incurrence of the debt financing), the Surviving Corporation and its subsidiaries, taken as a whole, will be Solvent (as defined in the Merger Agreement).
Section 3. Certification Regarding Performance of Covenants and Obligations
The undersigned hereby certifies, on behalf of each of Parent and Merger Sub, that Parent and Merger Sub have performed and complied in all material respects with all covenants and obligations required to be performed or complied with by Parent or Merger Sub under the Merger Agreement at or prior to the Closing Date (July 9, 2024), including, without limitation, the following:
(a) Efforts to Consummate; Regulatory Filings (Section 6.5). Parent and Merger Sub have used their reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper, or advisable to consummate and make effective the Merger and the other transactions contemplated by the Merger Agreement, including using reasonable best efforts to obtain all necessary consents, approvals, authorizations, qualifications, and orders of, and make all necessary filings with, governmental authorities required in connection with the consummation of the Merger. Without limiting the foregoing, the following regulatory approvals and clearances have been duly obtained:
(i) Hart-Scott-Rodino Antitrust Improvements Act of 1976. Parent and Merger Sub filed their respective Pre-Merger Notification and Report Forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ") on February 9, 2024. The initial thirty (30)-day waiting period under the HSR Act expired on March 11, 2024, without the issuance of a Second Request for additional information or documentary material. Accordingly, the condition set forth in Section 7.1(b) of the Merger Agreement with respect to the HSR Act has been satisfied.
(ii) United Kingdom Competition and Markets Authority. Parent submitted a Merger Notice to the Competition and Markets Authority of the United Kingdom (the "CMA") on February 12, 2024, with such filing designated as CMA Case No. ME/7184/24. On April 3, 2024, the CMA issued its Phase 1 decision granting unconditional clearance of the Merger, determining that the Merger does not give rise to a realistic prospect of a substantial lessening of competition within any market or markets in the United Kingdom. No undertakings in lieu of reference were required. Accordingly, the condition set forth in Section 7.1(b) of the Merger Agreement with respect to CMA clearance has been satisfied.
No other regulatory consents, approvals, or authorizations are required to be obtained by Parent or Merger Sub as a condition to the consummation of the Merger under the Merger Agreement or applicable law.
(b) Public Announcements (Section 6.6). Parent and Merger Sub have complied in all material respects with the covenants set forth in Section 6.6 of the Merger Agreement regarding public announcements and communications relating to the Merger Agreement and the transactions contemplated thereby. Parent and Merger Sub coordinated with the Company regarding the content and timing of all public announcements, including the signing announcement made by the Company on Form 8-K, dated January 23, 2024, filed with the United States Securities and Exchange Commission (the "SEC"), and the corresponding announcement issued by the Company through a Regulatory Information Service in the United Kingdom in accordance with the rules of the Financial Conduct Authority and the London Stock Exchange.
(c) Director and Officer Indemnification (Section 6.7). Parent has made all necessary arrangements, and has caused Merger Sub to make all necessary arrangements, to honor and fulfill the Company's existing obligations to provide indemnification and advancement of expenses to, and to maintain directors' and officers' liability insurance coverage for, the directors and officers of the Company and its subsidiaries as required by Section 6.7 of the Merger Agreement. Parent confirms that it has caused the Company to obtain, prior to the Closing, a "tail" directors' and officers' liability insurance policy covering the individuals who were directors or officers of the Company or any of its subsidiaries at any time prior to or at the Effective Time, in each case for a period of not less than six (6) years following the Effective Time, on terms and conditions no less favorable in the aggregate than the Company's existing directors' and officers' liability insurance coverage.
(d) Employee Matters (Section 6.8). Parent has complied in all material respects with its covenants and obligations set forth in Section 6.8 of the Merger Agreement relating to compensation and benefits of employees of the Company and its subsidiaries, including without limitation the obligation to provide, for a period of not less than twelve (12) months following the Closing Date, compensation and employee benefits to continuing employees of the Company and its subsidiaries that are, in the aggregate, no less favorable than the compensation and employee benefits provided to such employees immediately prior to the Closing, and the obligation to honor all outstanding severance and change-in-control obligations.
(e) Financing Obligations. Parent has fulfilled its covenants and obligations under the Merger Agreement with respect to the financing of the Merger. In satisfaction of such obligations, Parent has obtained the committed debt financing on terms and conditions consistent with the Debt Commitment Letter, as evidenced by the execution of the following definitive financing documents, each dated as of July 9, 2024:
(i) that certain Credit Agreement (the "Credit Agreement"), by and among Cloudium Technologies plc, as Borrower, Stratos Merger Sub Inc. (prior to the Effective Time), as Co-Borrower, Meridian Atlantic Bank, N.A., as Administrative Agent, Collateral Agent, and Issuing Bank, and each of the lenders from time to time party thereto, providing for (x) a Term Loan B facility in an aggregate principal amount of Three Billion Seven Hundred Forty Million Dollars ($3,740,000,000) and (y) a Revolving Credit Facility in an aggregate committed amount of Five Hundred Million Dollars ($500,000,000);
(ii) that certain Guarantee and Collateral Agreement (the "Security Agreement"), by and among the Company, certain of its domestic subsidiaries as guarantors, and Meridian Atlantic Bank, N.A., as Collateral Agent; and
(iii) that certain Intercreditor Agreement (the "Intercreditor Agreement"), by and among Meridian Atlantic Bank, N.A., in its capacity as First Lien Agent, and each other agent or representative party thereto.
The conditions precedent to the initial funding under the Credit Agreement have been satisfied (or waived by the lenders party thereto), and Parent has received confirmation from Meridian Atlantic Bank, N.A. that the lenders are prepared to fund the Term Loan B facility in full on the Closing Date in accordance with the terms of the Credit Agreement.
(f) Delivery of Closing Documents. Parent and Merger Sub have delivered, or are simultaneously delivering, to the Company all documents, instruments, certificates, and other deliverables required to be delivered by Parent and Merger Sub at or prior to the Closing pursuant to Section 2.4 of the Merger Agreement, including without limitation:
(i) this Officer's Certificate;
(ii) the Secretary's Certificate of Stratos Merger Sub Inc., certifying as to (A) the certificate of incorporation of Merger Sub (as in effect on the Closing Date), (B) the bylaws of Merger Sub (as in effect on the Closing Date), (C) the resolutions of the board of directors of Merger Sub authorizing the Merger Agreement and the transactions contemplated thereby, (D) the written consent of the sole stockholder of Merger Sub approving the Merger Agreement and the transactions contemplated thereby, and (E) the incumbency and specimen signatures of the officers of Merger Sub executing the Merger Agreement and the ancillary documents;
(iii) the Secretary's Certificate of Solara Digital Infrastructure Fund VI LP, certifying as to (A) the certificate of limited partnership of Parent (as in effect on the Closing Date), (B) the limited partnership agreement of Parent (as in effect on the Closing Date, to the extent required to be delivered), (C) the resolutions of Fund VI GP, as general partner of Parent, authorizing the Merger Agreement and the transactions contemplated thereby, and (D) the incumbency and specimen signature of the authorized signatory of Fund VI GP executing the Merger Agreement and the ancillary documents on behalf of Parent; and
(iv) the Solvency Certificate, dated as of the Closing Date, executed by the Chief Financial Officer (or equivalent officer) of Parent, certifying that, immediately after giving effect to the Merger and the related transactions (including the incurrence of indebtedness and the payment of the aggregate Merger Consideration), the Surviving Corporation and its subsidiaries, taken as a whole, are Solvent.
Section 4. Additional Confirmations
In addition to the certifications set forth in Sections 2 and 3 above, the undersigned hereby further confirms and certifies, on behalf of each of Parent and Merger Sub, as follows:
(a) No Legal Proceedings. As of the date hereof, no temporary restraining order, preliminary or permanent injunction, cease and desist order, or other order, injunction, decree, or judgment issued by any court of competent jurisdiction, governmental authority, or regulatory body is in effect that restrains, enjoins, prevents, prohibits, or otherwise makes illegal the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement. To the knowledge of Parent and Merger Sub, no action, suit, proceeding, claim, or investigation has been commenced or is pending before any court, governmental authority, or regulatory body that seeks to restrain, enjoin, prevent, prohibit, or otherwise make illegal the consummation of the Merger. The condition set forth in Section 7.1(c) of the Merger Agreement has been satisfied.
(b) No Parent Material Adverse Effect. Since the date of the Merger Agreement (January 22, 2024) through the date hereof, no event, change, effect, development, condition, occurrence, or state of facts has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to consummate the Merger and the other transactions contemplated by the Merger Agreement on a timely basis or to perform their respective obligations under the Merger Agreement (a "Parent Material Adverse Effect"). Accordingly, the condition set forth in Section 7.3(a)(ii) of the Merger Agreement has been satisfied.
(c) Equity Commitment Letter and Limited Guarantee. The undersigned hereby confirms that:
(i) The Equity Commitment Letter, dated January 22, 2024, pursuant to which the limited partners of Parent have committed to contribute to Parent, and Parent has committed to cause to be contributed to Merger Sub (or, following the Effective Time, the Surviving Corporation), aggregate equity financing in an amount of Two Billion Eight Hundred Thirty-Two Million Eight Hundred Eighty-Eight Thousand Ninety-Six Dollars ($2,832,888,096) remains in full force and effect as of the date hereof, has not been amended, modified, supplemented, or terminated (other than pursuant to its terms), and none of the equity commitment parties has notified Parent or Merger Sub of its intention not to fund its commitment.
(ii) The Limited Guarantee, dated January 22, 2024, delivered by Solara Fund VI GP LLC in favor of the Company, guaranteeing the payment obligations of Parent and Merger Sub under the Merger Agreement in an aggregate amount not to exceed Two Hundred Forty-Six Million Dollars ($246,000,000), consisting of (x) Two Hundred Twenty-One Million Dollars ($221,000,000) with respect to the Parent Termination Fee (the "Reverse Termination Fee") and (y) Twenty-Five Million Dollars ($25,000,000) with respect to enforcement costs, remains in full force and effect as of the date hereof and has not been amended, modified, supplemented, or terminated (other than pursuant to its terms).
(d) Debt Commitment Letter. The undersigned hereby confirms that the Debt Commitment Letter, dated January 22, 2024, issued by Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC in favor of Parent and Merger Sub, providing for committed debt financing in an aggregate amount of Four Billion Two Hundred Forty Million Dollars ($4,240,000,000) (consisting of Three Billion Seven Hundred Forty Million Dollars ($3,740,000,000) under the Term Loan B facility and Five Hundred Million Dollars ($500,000,000) under the Revolving Credit Facility), remains in full force and effect as of the date hereof, has not been amended, modified, supplemented, or terminated except as previously disclosed to the Company, and no lender party thereto (or party to the definitive Credit Agreement executed in accordance therewith) has notified Parent or Merger Sub of its intention not to fund its commitment on the Closing Date. All conditions precedent to the obligations of the lenders to fund the debt financing under the Debt Commitment Letter and the Credit Agreement that are within the control of Parent and Merger Sub have been satisfied (or waived by the applicable lenders).
Section 5. Limitation; No Personal Liability
This Officer's Certificate is being delivered solely in satisfaction of the closing condition set forth in Section 7.3(c) of the Merger Agreement and for no other purpose. This certificate is delivered by the undersigned in his capacity as (i) an authorized signatory of Solara Fund VI GP LLC, the general partner of Solara Digital Infrastructure Fund VI LP, on behalf of Parent, and (ii) the President and sole director of Stratos Merger Sub Inc., on behalf of Merger Sub, and not in any individual or personal capacity.
No personal liability whatsoever shall attach to, be imposed upon, or otherwise be incurred by the undersigned, or any other officer, director, manager, member, partner, stockholder, employee, agent, affiliate, or representative of Parent, Merger Sub, Fund VI GP, or any of their respective affiliates, by reason of the execution and delivery of this Officer's Certificate, and any claim or recourse in respect of or arising out of this certificate shall be asserted solely against Parent and/or Merger Sub, as applicable, and not against any such individual in his or her personal capacity.
Nothing contained in this Officer's Certificate shall be deemed to expand or otherwise modify, amend, or supplement any representation, warranty, covenant, agreement, or other obligation of Parent or Merger Sub contained in the Merger Agreement or any ancillary document, or to create any rights or obligations not otherwise set forth in or contemplated by the Merger Agreement. In the event of any inconsistency between the terms of this certificate and the terms of the Merger Agreement, the terms of the Merger Agreement shall govern and control.
Section 6. Governing Law
This Officer's Certificate shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules, provisions, or principles (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware, consistent with Section 9.9 of the Merger Agreement.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed and delivered this Officer's Certificate as of the date first written above.
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP
By: Solara Fund VI GP LLC, its general partner
By: ________
Name: Marcus Elliston
Title: Authorized Signatory
Date: July 9, 2024
Address:
1200 Market Street, Suite 3400 Wilmington, Delaware 19801
STRATOS MERGER SUB INC.
By: ________
Name: Marcus Elliston
Title: President
Date: July 9, 2024
Registered Office: 1209 Orange Street Wilmington, Delaware 19801

OFFICER'S CERTIFICATE

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

STRATOS MERGER SUB INC.

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