1041-00003 · Solara Digital Infrastructure LP · Closing

officers-certificate-cloudium.docx DOCUMENT M&A / Corporate

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OFFICER'S CERTIFICATE OF CLOUDIUM TECHNOLOGIES PLC

Delivered Pursuant to Section 7.2(c) of the Agreement and Plan of Merger

July 9, 2024

This Officer's Certificate (this "Certificate") is delivered pursuant to Section 7.2(c) of that certain Agreement and Plan of Merger, dated as of January 22, 2024 (as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among:

(i) Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) (the "Company");

(ii) Stratos Merger Sub Inc., a corporation organized and existing under the laws of the State of Delaware ("Merger Sub"); and

(iii) Solara Digital Infrastructure Fund VI LP, a limited partnership organized and existing under the laws of the State of Delaware ("Parent").

Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Merger Agreement.

RECITALS

A. The Merger Agreement provides for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent, pursuant to a reverse triangular merger structure under the General Corporation Law of the State of Delaware (the "DGCL"). Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving entity and a wholly owned subsidiary of Parent.

B. Section 7.2(c) of the Merger Agreement provides, as a condition precedent to the obligations of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by the Merger Agreement, that the Company shall have delivered to Parent a certificate, signed by a duly authorized executive officer of the Company, certifying as to the matters set forth herein, including, without limitation, the accuracy of the representations and warranties of the Company, the performance by the Company of its covenants and agreements, and the absence of a material adverse effect with respect to the Company.

C. The undersigned, Sienna Whitfield, is the duly appointed Chief Financial Officer of Cloudium Technologies plc, with a registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and United States headquarters located at 600 Townsend Street, Suite 800, San Francisco, California 94103. The undersigned hereby delivers this Certificate on behalf of the Company (and not in any individual or personal capacity) in satisfaction of the closing condition set forth in Section 7.2(c) of the Merger Agreement.

D. The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company, and has been authorized to do so by resolutions duly adopted by the Board of Directors of the Company (the "Board") at a meeting duly convened and held on January 21, 2024, at which a quorum of directors was present throughout, copies of which resolutions are attached to the Secretary's Certificate delivered concurrently herewith.

CERTIFICATIONS

The undersigned hereby certifies, on behalf of the Company and not in her individual capacity, as follows:

SECTION 1: CERTIFICATION REGARDING REPRESENTATIONS AND WARRANTIES — BRING-DOWN

1.1 Fundamental Representations Bring-Down (True and Correct in All Respects)

The undersigned hereby certifies that the representations and warranties of the Company set forth in the following sections of Article IV of the Merger Agreement (collectively, the "Fundamental Representations") are true and correct in all respects (other than de minimis inaccuracies) as of the date hereof, July 9, 2024 (the "Closing Date"), as though made on and as of such date, except to the extent that any such representations and warranties expressly relate to a specified earlier date, in which case such representations and warranties are true and correct in all respects (other than de minimis inaccuracies) as of such earlier date:

(a) Section 4.1 (Organization, Good Standing, and Qualification). The Company is a public limited company duly incorporated, validly existing, and in good standing under the laws of England and Wales. The Company has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as currently conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company. Each subsidiary of the Company, including without limitation (i) Cloudium Technologies UK Ltd., a private limited company incorporated under the laws of England and Wales (Company No. 11287456), (ii) Cloudium Technologies India Pvt. Ltd., a private limited company organized under the laws of India with its registered office in Bangalore, Karnataka, India, and (iii) Cloudium Solutions GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany with its registered office in Berlin, Germany (and each other subsidiary identified in Section 4.1 of the Disclosure Schedules), is duly organized, validly existing, and in good standing (or its equivalent, to the extent such concept is recognized) in its respective jurisdiction of organization.

(b) Section 4.2 (Capitalization). As of the date of the Merger Agreement (January 22, 2024), the authorized and issued share capital of the Company consisted of 184,200,000 shares of common stock, par value $0.001 per share, outstanding. Since the date of the Merger Agreement, no changes have been made to the capitalization of the Company other than as expressly permitted by the terms of the Merger Agreement, including, without limitation, the issuance of shares upon the exercise of stock options and the settlement of restricted stock units in the ordinary course consistent with the terms of the Company's equity incentive plans as in effect on the date of the Merger Agreement, in each case as disclosed in Section 4.2 of the Disclosure Schedules. No shares of preferred stock of the Company are authorized, issued, or outstanding.

(c) Section 4.3 (Corporate Authority; Board Approval). The Company has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Merger Agreement and each ancillary agreement to which it is or will be a party, and to consummate the transactions contemplated thereby. The execution, delivery, and performance by the Company of the Merger Agreement and the consummation by the Company of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, including the unanimous approval of the Board (with all directors present and voting) and the approval of the stockholders of the Company at the Special Meeting (as defined below).

(d) Section 4.4 (No Conflicts; Required Filings and Consents). The execution, delivery, and performance by the Company of the Merger Agreement, and the consummation by the Company of the transactions contemplated thereby, do not and will not (i) violate, conflict with, or result in a breach of any provision of the certificate of incorporation, articles of association, or other organizational documents of the Company or any of its subsidiaries, (ii) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or other change in any right or obligation under, or result in the creation of any lien upon the properties or assets of the Company or any of its subsidiaries under, any material contract, agreement, or instrument to which the Company or any of its subsidiaries is a party or by which any of them or their respective properties or assets is bound, or (iii) violate any applicable law, statute, regulation, rule, judgment, order, or decree of any governmental authority applicable to the Company or any of its subsidiaries or by which any of their respective properties or assets is bound.

(e) Section 4.24 (Brokers and Finders). No broker, investment banker, financial advisor, finder, or other person, other than Veridian Partners LLC (attention: Monica Pressler, Managing Director), the Company's financial advisor, is entitled to any broker's, finder's, financial advisor's, or other similar fee or commission in connection with the Merger and the other transactions contemplated by the Merger Agreement based upon arrangements made by or on behalf of the Company. A true, correct, and complete copy of the engagement letter between the Company and Veridian Partners LLC, dated as of November 8, 2023 (as amended on January 18, 2024), has been made available to Parent.

1.2 Specified Representations Bring-Down (True and Correct in All Material Respects)

The undersigned hereby certifies that the representations and warranties of the Company set forth in the following sections of Article IV of the Merger Agreement (collectively, the "Specified Representations") are true and correct in all material respects as of the Closing Date, July 9, 2024, as though made on and as of such date, except to the extent that any such representations and warranties expressly relate to a specified earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date:

(a) Section 4.5 (Financial Statements; No Undisclosed Liabilities);

(b) Section 4.6 (Absence of Certain Changes);

(d) Section 4.8 (Material Contracts);

(e) Section 4.9 (Intellectual Property);

(f) Section 4.10 (Privacy and Data Security);

(g) Section 4.11 (Tax Matters);

(h) Section 4.12 (Employee Benefit Plans);

(i) Section 4.13 (Labor and Employment Matters);

(j) Section 4.14 (Environmental Matters);

(k) Section 4.15 (Real Property);

(l) Section 4.16 (Insurance);

(m) Section 4.17 (Anti-Bribery and Anti-Corruption); and

(n) Section 4.18 (Sanctions and Export Controls).

As of the Closing Date, the Specified Representations set forth in the foregoing sections of the Merger Agreement are, in each case, true and correct in all material respects, and no fact, event, circumstance, or condition exists that would cause any Specified Representation to be untrue or incorrect in any material respect as of the Closing Date.

1.3 General Representations Bring-Down (True and Correct Subject to Material Adverse Effect Qualification)

The undersigned hereby certifies that all other representations and warranties of the Company set forth in Article IV of the Merger Agreement (other than the Fundamental Representations and the Specified Representations) are true and correct as of the Closing Date, July 9, 2024, as though made on and as of such date, except to the extent that any such representations and warranties expressly relate to a specified earlier date, in which case such representations and warranties are true and correct as of such earlier date; provided, however, that for purposes of this Section 1.3, such representations and warranties shall be deemed to be true and correct unless the failure of such representations and warranties to be true and correct would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company.

For purposes of this Certificate, the term "material adverse effect" shall have the meaning set forth in Section 1.1 of the Merger Agreement, which, among other things, includes carveouts for the following events, circumstances, developments, changes, effects, or conditions, in each case to the extent that they do not disproportionately affect the Company relative to similarly situated companies operating in the cloud-based enterprise software industry:

(a) pandemics, epidemics, or disease outbreaks (including COVID-19 and any evolution, mutation, or resurgence thereof), and any governmental, regulatory, or public health response thereto;

(b) the commencement, escalation, or worsening of any war, armed hostilities, acts of terrorism, sabotage, cyberattacks (other than those specifically targeting the Company or its systems), or geopolitical instability; and

(c) changes in applicable law, rule, regulation, or official governmental policy, or changes in GAAP, IFRS, or other applicable accounting standards or principles, or in the interpretation or enforcement thereof.

SECTION 2: CERTIFICATION REGARDING COMPLIANCE WITH COVENANTS

2.1 Pre-Closing Covenants

The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants and agreements required to be performed or complied with by the Company under the Merger Agreement at or prior to the Closing Date, July 9, 2024, including, without limitation, the following:

(a) Section 6.1 (Conduct of Business Pending the Merger / Interim Operating Covenants). During the period from the date of the Merger Agreement (January 22, 2024) through the Closing Date, the Company and its subsidiaries have conducted their respective businesses in the ordinary course of business consistent with past practice in all material respects, have preserved substantially intact their business organizations and relationships with key customers, suppliers, licensors, licensees, distributors, and others having significant business relationships with them, and have used commercially reasonable efforts to keep available the services of their respective current officers and key employees. The Company has complied in all material respects with the negative covenants and restrictions set forth in Section 6.1 of the Merger Agreement, including the prohibitions on certain specified actions without the prior written consent of Parent. The undersigned notes that certain pre-closing covenant waivers were granted by Parent in accordance with the terms of the Merger Agreement, including, without limitation, a written waiver dated April 29, 2024, pursuant to which Parent consented to the Company's entry into a hosting infrastructure agreement with Nimbus Cloud Services, Inc. in an amount not to exceed $12,000,000 in aggregate contract value, which agreement was determined by the Board to be in the ordinary course of business and necessary for the continued operation of the Company's cloud platform. Other than the actions taken pursuant to such waivers, the Company has not taken any action that would have required the prior written consent of Parent under Section 6.1 without first obtaining such consent.

(b) Section 6.3 (No Solicitation / No-Shop). The Company has complied in all material respects with its non-solicitation and no-shop obligations set forth in Section 6.3 of the Merger Agreement. Since the date of the Merger Agreement, neither the Company nor any of its subsidiaries, nor any of their respective officers, directors, employees, agents, or representatives (including, without limitation, investment bankers, financial advisors, attorneys, accountants, and other advisors or representatives), has (i) solicited, initiated, encouraged, or knowingly facilitated (including by way of furnishing non-public information) any inquiry, proposal, or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal (as defined in the Merger Agreement), (ii) entered into, continued, or otherwise participated in any discussions or negotiations with any person regarding any Acquisition Proposal, or (iii) entered into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement, or similar agreement relating to an Acquisition Proposal, in each case, subject to the fiduciary-out exception set forth in Section 6.3(b) of the Merger Agreement. No Superior Proposal (as defined in the Merger Agreement) was received by the Company during the period from the date of the Merger Agreement through the Closing Date.

(c) Section 6.14 (Financing Cooperation). The Company and its subsidiaries have used commercially reasonable efforts to cooperate with Parent in connection with the arrangement of the debt financing contemplated by the Merger Agreement (the "Debt Financing"), including, without limitation: (i) providing financial information, financial statements, and other data reasonably requested by Parent and its financing sources, including Meridian Atlantic Bank, N.A. (as administrative agent and lead arranger) and Ironclad Capital Markets LLC (as joint lead arranger and joint bookrunner); (ii) causing the Company's senior management, including the undersigned, the Chief Executive Officer, and the Chief Revenue Officer, to participate in lender presentations, due diligence sessions, and customary "bank meetings" held on or about March 14, 2024, April 22, 2024, and June 6, 2024; (iii) cooperating in the preparation of offering memoranda, information packages, bank information memoranda, lender presentations, and other marketing materials for the Debt Financing; (iv) facilitating the execution and delivery of borrower-side documents, including customary certificates, legal opinions, UCC searches, and other documentation reasonably requested by the financing sources; and (v) using commercially reasonable efforts to obtain accountant comfort letters and consents. The Company's cooperation with respect to the Debt Financing was provided in a manner consistent with the ongoing operations of the Company and in compliance with applicable law.

2.2 Regulatory Cooperation

The undersigned hereby certifies that the Company has cooperated with Parent in all material respects in connection with all required regulatory filings, notifications, and approvals in connection with the Merger, including the following:

(a) Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The Company and Parent each filed their respective Notification and Report Forms under 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 statutory waiting period under the HSR Act expired on March 11, 2024, without the issuance of a request for additional information and documentary material (a "Second Request") by either the FTC or the DOJ. No voluntary or involuntary requests for information, civil investigative demands, or subpoenas were received from any antitrust authority in connection with the Merger. The waiting period applicable to the consummation of the Merger under the HSR Act has expired and no further action is required thereunder.

(b) United Kingdom Competition and Markets Authority (CMA). The Company submitted a Merger Notice to the CMA on February 12, 2024, in connection with the Merger (CMA Case No. ME/7184/24). Following review, the CMA issued an unconditional Phase 1 clearance decision on April 3, 2024, concluding 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 remedies, undertakings, or conditions were imposed in connection with such clearance.

(c) Other Jurisdictions. To the extent required by applicable law or regulation, the Company has cooperated with Parent in making all other regulatory filings and obtaining all other regulatory approvals necessary for the consummation of the Merger, and all such filings have been made and all such approvals have been obtained.

2.3 Stockholder Approval

The undersigned hereby certifies that the Company duly held a special meeting of stockholders (the "Special Meeting") on May 20, 2024, at the offices of the Company's United States headquarters located at 600 Townsend Street, Suite 800, San Francisco, California 94103, at 10:00 a.m. (Pacific Time). At the Special Meeting, the stockholders of the Company duly considered and voted upon the proposal to adopt the Merger Agreement and approve the Merger and the other transactions contemplated thereby (the "Merger Proposal"). The Merger Proposal was approved by the affirmative vote of the holders of approximately 82.4% of the outstanding shares of common stock of the Company entitled to vote at the Special Meeting, which exceeded the requisite vote required under the Merger Agreement, the Company's organizational documents, and applicable law. A quorum was present at the Special Meeting throughout the duration of the meeting. No other proposals were submitted to the stockholders for a vote at the Special Meeting. The results of the stockholder vote were reported by the Company on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 21, 2024.

2.4 Change of Control Consents

The undersigned hereby certifies that the Company has obtained all required consents, waivers, and approvals under material contracts containing change of control provisions that are triggered by or applicable in connection with the consummation of the Merger, including, without limitation, the following:

(a) Aegis Federal Solutions Inc. The Company has obtained the written consent of Aegis Federal Solutions Inc. ("Aegis") under the Master SaaS Agreement, dated as of June 1, 2020 (as amended), by and between the Company and Aegis (representing approximately $84,000,000 in annual recurring revenue to the Company), which agreement contains a change of control provision requiring the prior written consent of Aegis to any direct or indirect change of control of the Company. Such consent was obtained on June 12, 2024, and is unconditional.

(b) Helix Data Systems GmbH. The Company has obtained the written consent of Helix Data Systems GmbH ("Helix") under the Technology License Agreement, dated as of September 15, 2019 (as amended), by and between the Company and Helix, which agreement contains a termination-for-change-of-control clause that would otherwise permit Helix to terminate such agreement upon a change of control of the Company. Such consent and waiver of the termination right was obtained on May 28, 2024, and is unconditional.

(c) Existing Credit Facility — Atlas Commercial Lending Corp. The Company's existing Credit Agreement, dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), by and among the Company, certain subsidiaries of the Company party thereto as guarantors, Atlas Commercial Lending Corp., as administrative agent (the "Existing Agent"), and the lenders from time to time party thereto, contains a mandatory prepayment obligation upon a change of control of the Company. The aggregate outstanding indebtedness under the Existing Credit Agreement as of the Closing Date is $820,000,000, consisting of (i) $620,000,000 in aggregate principal amount outstanding under the term loan facility and (ii) $200,000,000 drawn on the revolving credit facility. The Company confirms that such indebtedness will be repaid in full at the Closing in accordance with the payoff letter referenced in Section 7 below, and all liens securing such indebtedness will be released upon such repayment, thereby satisfying the mandatory prepayment obligation arising under the Existing Credit Agreement in connection with the change of control resulting from the Merger.

The Company is not aware of any other material contract containing a change of control provision triggered by the Merger for which a required consent has not been obtained or for which appropriate arrangements for satisfaction have not been made.

SECTION 3: CERTIFICATION REGARDING ABSENCE OF MATERIAL ADVERSE EFFECT

The undersigned hereby certifies that, since the date of the Merger Agreement (January 22, 2024) through and including the Closing Date (July 9, 2024), no event, circumstance, development, change, effect, or condition has occurred or arisen that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Company (as such term is defined in Section 1.1 of the Merger Agreement).

In support of the foregoing certification and to provide context for the financial condition and business operations of the Company and its subsidiaries, the undersigned notes the following:

(a) The Company's last-twelve-months ("LTM") revenue for the fiscal year ended September 30, 2023, was approximately $1,620,000,000, and the Company's LTM adjusted EBITDA for the same period was approximately $405,000,000, representing an adjusted EBITDA margin of approximately 25.0%.

(b) The Company's annual recurring revenue ("ARR") as of December 31, 2023 (the most recent date for which such metric was publicly reported prior to the Closing Date), was approximately $1,740,000,000, reflecting continued growth in the Company's subscription-based cloud platform business.

(c) The Company employs approximately 6,800 employees globally across its principal operating jurisdictions, including the United States, the United Kingdom, India, and Germany.

(d) The Company and its subsidiaries have continued to conduct their respective business operations in the ordinary course consistent with past practice during the period from the date of the Merger Agreement through the Closing Date, and no material disruptions, adverse developments, or significant customer losses have occurred during such period.

The Company's financial condition, results of operations, business, and prospects remain consistent in all material respects with those reflected in the Company's SEC filings and the financial information provided to Parent and its advisors in connection with the negotiation and execution of the Merger Agreement.

SECTION 4: CERTIFICATION REGARDING NO IMPEDIMENT

The undersigned hereby certifies that, as of the Closing Date, July 9, 2024, there is no pending or, to the knowledge of the Company (after reasonable inquiry of the Company's General Counsel and outside legal advisors), threatened action, suit, claim, proceeding, investigation, order, injunction, judgment, or decree by any court, tribunal, arbitral body, governmental authority, or regulatory body of competent jurisdiction that would:

(a) restrain, enjoin, prohibit, or make illegal the consummation of the Merger or any other transaction contemplated by the Merger Agreement;

(b) impose any material limitation on the ability of the Company, Parent, Merger Sub, or any of their respective affiliates to consummate the Merger or to operate the business of the Company or its subsidiaries following the consummation of the Merger; or

(c) seek to impose material damages in connection with the consummation of the Merger or the other transactions contemplated by the Merger Agreement.

No temporary restraining order, preliminary or permanent injunction, or other order or decree of any governmental authority that has the effect of preventing or prohibiting the consummation of the Merger has been issued and remains in effect as of the Closing Date. To the knowledge of the Company, no governmental authority has indicated an intention to commence any action, suit, or proceeding challenging or seeking to restrain or prohibit the consummation of the Merger.

SECTION 5: CERTIFICATION REGARDING SEC FILINGS AND PROXY STATEMENT

The undersigned hereby certifies as follows:

(a) Since the date of the Merger Agreement (January 22, 2024), the Company has timely filed all required reports, schedules, forms, statements, and other documents (including exhibits and other information incorporated therein) with the SEC, in each case in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder. Such filings include, without limitation, the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2023 (filed on February 8, 2024), the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (filed on May 9, 2024), Current Reports on Form 8-K filed in connection with the execution of the Merger Agreement and the results of the Special Meeting, and all other periodic and current reports required to be filed during such period.

(b) The Company filed the Definitive Proxy Statement on Schedule 14A with the SEC on April 15, 2024 (the "Proxy Statement"), in connection with the Special Meeting and the solicitation of stockholder approval of the Merger Proposal. No comments were received from the staff of the SEC with respect to the Proxy Statement that required any amendment or supplement thereto. The preliminary proxy statement was filed on March 8, 2024, and all SEC staff comments thereon were satisfactorily resolved prior to the filing of the Proxy Statement in definitive form.

(c) The Proxy Statement, at the time of its filing with the SEC and at the time of the Special Meeting (May 20, 2024), did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement complied in all material respects with the requirements of the Exchange Act, the rules and regulations of the SEC, and all other applicable laws and regulations.

SECTION 6: CERTIFICATION REGARDING DISCLOSURE SCHEDULES

The undersigned hereby certifies that, to the knowledge of the undersigned (after reasonable inquiry), the Disclosure Schedules delivered by the Company to Parent and Merger Sub concurrently with the execution and delivery of the Merger Agreement on January 22, 2024 (collectively, the "Disclosure Schedules") were accurate and complete in all material respects as of the date of the Merger Agreement. To the knowledge of the undersigned, no updates, supplements, or amendments to the Disclosure Schedules would be required as of the Closing Date that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company.

The foregoing certification is subject to the understanding that the Disclosure Schedules were prepared as of the date of the Merger Agreement and are qualified in their entirety by reference to the information contained therein and the express terms of the Merger Agreement, including the standards for disclosure set forth in Article IV thereof.

SECTION 7: DELIVERY OF OTHER CLOSING DELIVERABLES

The undersigned hereby confirms that the Company has concurrently delivered, or caused to be delivered, the following additional closing deliverables required under Section 7.2 of the Merger Agreement:

(a) Secretary's Certificate. A certificate of the Secretary (or an Assistant Secretary) of Cloudium Technologies plc, dated as of the Closing Date, certifying and attaching true, correct, and complete copies of (i) the certificate of incorporation of the Company (as amended through the Closing Date), (ii) the articles of association of the Company (as amended through the Closing Date), (iii) the resolutions duly adopted by the Board authorizing the execution, delivery, and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, and (iv) an incumbency certificate setting forth the name, title, and specimen signature of each officer of the Company authorized to execute this Certificate, the Merger Agreement, and any other documents delivered in connection with the Closing.

(b) FIRPTA Certificate. A certificate of the Company, in the form required by Treasury Regulations Section 1.1445-2(c)(3) and in compliance with Sections 1445 and 897 of the Internal Revenue Code of 1986, as amended (the "Code"), certifying that the Company is not, and has not been at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code, together with a notice to the Internal Revenue Service in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2).

(c) Payoff Letter and Lien Releases. A payoff letter from Atlas Commercial Lending Corp. (as administrative agent under the Existing Credit Agreement), dated July 5, 2024, and confirmed as of July 9, 2024 (the "Payoff Letter"), setting forth the aggregate payoff amount of $820,000,000 in outstanding indebtedness under the Existing Credit Agreement (inclusive of all accrued and unpaid interest, fees, and other amounts due and owing thereunder through the anticipated funding date), together with (i) UCC-3 termination statements in appropriate form for filing to release all Uniform Commercial Code financing statements filed in connection with the Existing Credit Agreement, (ii) duly executed intellectual property lien releases in recordable form, (iii) mortgage releases (if applicable), and (iv) such other lien release documentation as may be reasonably necessary to evidence the release of all liens securing the indebtedness under the Existing Credit Agreement upon repayment in full in accordance with the terms of the Payoff Letter.

(d) Estimated Closing Statement. An estimated closing statement (the "Estimated Closing Statement"), prepared in accordance with Section 2.6 of the Merger Agreement, delivered to Parent on July 8, 2024, setting forth the Company's good faith estimates of (i) Net Working Capital, (ii) Closing Cash, (iii) Closing Indebtedness, and (iv) unpaid Transaction Expenses, in each case as of the Closing and calculated in accordance with the methodologies and definitions set forth in the Merger Agreement and the Accounting Principles attached as Exhibit C thereto.

(e) Good Standing Certificates and Organizational Documents. Certificates of good standing (or equivalent certificates) for the Company and each of its material subsidiaries from the applicable governmental authorities in their respective jurisdictions of organization and qualification, each dated within ten (10) business days of the Closing Date, together with such other organizational documents as are required by Section 7.2 of the Merger Agreement.

(f) Solvency Certificate. A certificate, delivered by the undersigned in her capacity as Chief Financial Officer of the surviving entity following the Effective Time of the Merger, certifying that, after giving effect to the Merger, the payment of the aggregate merger consideration, the Debt Financing, the repayment of the Existing Credit Agreement indebtedness, and the payment of all related fees and expenses, the surviving entity and its subsidiaries, on a consolidated basis, are solvent, as further described in such certificate.

(g) All Other Closing Deliverables. All other certificates, instruments, agreements, documents, and deliverables required to be delivered by the Company at or prior to the Closing pursuant to Section 7.2 of the Merger Agreement, including, without limitation, resignations of directors and officers of the Company and its subsidiaries as specified by Parent, evidence of the termination or assignment of any intercompany agreements as required by the Merger Agreement, and such other customary closing documents as Parent has reasonably requested.

SECTION 8: QUALIFICATIONS AND LIMITATIONS

This Certificate is delivered solely for the purpose of satisfying the closing condition set forth in Section 7.2(c) of the Merger Agreement. This Certificate is not intended to, and shall not, expand, modify, amend, supplement, or otherwise alter the representations, warranties, covenants, agreements, or obligations of the Company set forth in the Merger Agreement, or the rights or remedies of any party thereto, in each case as set forth therein. The parties' respective rights and obligations with respect to the accuracy of the representations and warranties and the performance of covenants and agreements shall be governed solely by the terms and conditions of the Merger Agreement.

The certifications contained herein are made by the undersigned to the knowledge of the undersigned after reasonable inquiry of the Company's senior management, internal legal counsel, and outside advisors, in her capacity as Chief Financial Officer of the Company, and not in her individual or personal capacity. Nothing contained in this Certificate shall be deemed to impose any personal liability on the undersigned, Sienna Whitfield, in her individual capacity in connection with the certifications, statements, or other matters set forth herein, and Parent and Merger Sub hereby agree (by their acceptance of this Certificate) that they shall have no recourse against the undersigned in her individual capacity with respect to any matter addressed in this Certificate.

SECTION 9: GOVERNING LAW

This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision, rule, or principle (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 the governing law provisions set forth in Section 10.8 of the Merger Agreement.

[Signature page follows]

[SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF CLOUDIUM TECHNOLOGIES PLC]

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

CLOUDIUM TECHNOLOGIES PLC

By: ________

Name: Sienna Whitfield

Title: Chief Financial Officer

Date: July 9, 2024

Address for Notice:

Cloudium Technologies plc 600 Townsend Street, Suite 800 San Francisco, California 94103 United States of America

Attention: General Counsel

Telephone: (415) 555-0192

Email: legal@cloudiumtech.com

with a copy (which shall not constitute notice) to:

Cloudium Technologies plc 45 Broadwick Street London W1F 0DB United Kingdom

Attention: Company Secretary

Telephone: +44 20 7946 0958

Email: companysecretary@cloudiumtech.com

DOCUMENT INFORMATION

This Officer's Certificate was prepared by Calderwood & Harkness LLP, counsel to Parent, in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP.

Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022

Matter No.: 1041-00003 Responsible Partner: Harrison Wexford Lead Associate: Tiffany Rosenthal

CONFIDENTIAL — ATTORNEY WORK PRODUCT

OFFICER'S CERTIFICATE OF CLOUDIUM TECHNOLOGIES PLC
Delivered Pursuant to Section 7.2(c) of the Agreement and Plan of Merger
July 9, 2024
This Officer's Certificate (this "Certificate") is delivered pursuant to Section 7.2(c) of that certain Agreement and Plan of Merger, dated as of January 22, 2024 (as it may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), by and among:
(i) Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) (the "Company");
(ii) Stratos Merger Sub Inc., a corporation organized and existing under the laws of the State of Delaware ("Merger Sub"); and
(iii) Solara Digital Infrastructure Fund VI LP, a limited partnership organized and existing under the laws of the State of Delaware ("Parent").
Capitalized terms used but not otherwise defined in this Certificate shall have the respective meanings ascribed to such terms in the Merger Agreement.
RECITALS
A. The Merger Agreement provides for the merger of Merger Sub with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent, pursuant to a reverse triangular merger structure under the General Corporation Law of the State of Delaware (the "DGCL"). Upon consummation of the Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the surviving entity and a wholly owned subsidiary of Parent.
B. Section 7.2(c) of the Merger Agreement provides, as a condition precedent to the obligations of Parent and Merger Sub to consummate the Merger and the other transactions contemplated by the Merger Agreement, that the Company shall have delivered to Parent a certificate, signed by a duly authorized executive officer of the Company, certifying as to the matters set forth herein, including, without limitation, the accuracy of the representations and warranties of the Company, the performance by the Company of its covenants and agreements, and the absence of a material adverse effect with respect to the Company.
C. The undersigned, Sienna Whitfield, is the duly appointed Chief Financial Officer of Cloudium Technologies plc, with a registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and United States headquarters located at 600 Townsend Street, Suite 800, San Francisco, California 94103. The undersigned hereby delivers this Certificate on behalf of the Company (and not in any individual or personal capacity) in satisfaction of the closing condition set forth in Section 7.2(c) of the Merger Agreement.
D. The undersigned is duly authorized to execute and deliver this Certificate on behalf of the Company, and has been authorized to do so by resolutions duly adopted by the Board of Directors of the Company (the "Board") at a meeting duly convened and held on January 21, 2024, at which a quorum of directors was present throughout, copies of which resolutions are attached to the Secretary's Certificate delivered concurrently herewith.
CERTIFICATIONS
The undersigned hereby certifies, on behalf of the Company and not in her individual capacity, as follows:
SECTION 1: CERTIFICATION REGARDING REPRESENTATIONS AND WARRANTIES — BRING-DOWN
1.1 Fundamental Representations Bring-Down (True and Correct in All Respects)
The undersigned hereby certifies that the representations and warranties of the Company set forth in the following sections of Article IV of the Merger Agreement (collectively, the "Fundamental Representations") are true and correct in all respects (other than de minimis inaccuracies) as of the date hereof, July 9, 2024 (the "Closing Date"), as though made on and as of such date, except to the extent that any such representations and warranties expressly relate to a specified earlier date, in which case such representations and warranties are true and correct in all respects (other than de minimis inaccuracies) as of such earlier date:
(a) Section 4.1 (Organization, Good Standing, and Qualification). The Company is a public limited company duly incorporated, validly existing, and in good standing under the laws of England and Wales. The Company has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as currently conducted. The Company is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership, leasing, or operation of its properties makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company. Each subsidiary of the Company, including without limitation (i) Cloudium Technologies UK Ltd., a private limited company incorporated under the laws of England and Wales (Company No. 11287456), (ii) Cloudium Technologies India Pvt. Ltd., a private limited company organized under the laws of India with its registered office in Bangalore, Karnataka, India, and (iii) Cloudium Solutions GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany with its registered office in Berlin, Germany (and each other subsidiary identified in Section 4.1 of the Disclosure Schedules), is duly organized, validly existing, and in good standing (or its equivalent, to the extent such concept is recognized) in its respective jurisdiction of organization.
(b) Section 4.2 (Capitalization). As of the date of the Merger Agreement (January 22, 2024), the authorized and issued share capital of the Company consisted of 184,200,000 shares of common stock, par value $0.001 per share, outstanding. Since the date of the Merger Agreement, no changes have been made to the capitalization of the Company other than as expressly permitted by the terms of the Merger Agreement, including, without limitation, the issuance of shares upon the exercise of stock options and the settlement of restricted stock units in the ordinary course consistent with the terms of the Company's equity incentive plans as in effect on the date of the Merger Agreement, in each case as disclosed in Section 4.2 of the Disclosure Schedules. No shares of preferred stock of the Company are authorized, issued, or outstanding.
(c) Section 4.3 (Corporate Authority; Board Approval). The Company has all requisite corporate power and authority to execute, deliver, and perform its obligations under the Merger Agreement and each ancillary agreement to which it is or will be a party, and to consummate the transactions contemplated thereby. The execution, delivery, and performance by the Company of the Merger Agreement and the consummation by the Company of the transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the part of the Company, including the unanimous approval of the Board (with all directors present and voting) and the approval of the stockholders of the Company at the Special Meeting (as defined below).
(d) Section 4.4 (No Conflicts; Required Filings and Consents). The execution, delivery, and performance by the Company of the Merger Agreement, and the consummation by the Company of the transactions contemplated thereby, do not and will not (i) violate, conflict with, or result in a breach of any provision of the certificate of incorporation, articles of association, or other organizational documents of the Company or any of its subsidiaries, (ii) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with the giving of notice or lapse of time or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or other change in any right or obligation under, or result in the creation of any lien upon the properties or assets of the Company or any of its subsidiaries under, any material contract, agreement, or instrument to which the Company or any of its subsidiaries is a party or by which any of them or their respective properties or assets is bound, or (iii) violate any applicable law, statute, regulation, rule, judgment, order, or decree of any governmental authority applicable to the Company or any of its subsidiaries or by which any of their respective properties or assets is bound.
(e) Section 4.24 (Brokers and Finders). No broker, investment banker, financial advisor, finder, or other person, other than Veridian Partners LLC (attention: Monica Pressler, Managing Director), the Company's financial advisor, is entitled to any broker's, finder's, financial advisor's, or other similar fee or commission in connection with the Merger and the other transactions contemplated by the Merger Agreement based upon arrangements made by or on behalf of the Company. A true, correct, and complete copy of the engagement letter between the Company and Veridian Partners LLC, dated as of November 8, 2023 (as amended on January 18, 2024), has been made available to Parent.
1.2 Specified Representations Bring-Down (True and Correct in All Material Respects)
The undersigned hereby certifies that the representations and warranties of the Company set forth in the following sections of Article IV of the Merger Agreement (collectively, the "Specified Representations") are true and correct in all material respects as of the Closing Date, July 9, 2024, as though made on and as of such date, except to the extent that any such representations and warranties expressly relate to a specified earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date:
(a) Section 4.5 (Financial Statements; No Undisclosed Liabilities);
(b) Section 4.6 (Absence of Certain Changes);
(c) Section 4.7 (Compliance with Laws; Permits);
(d) Section 4.8 (Material Contracts);
(e) Section 4.9 (Intellectual Property);
(f) Section 4.10 (Privacy and Data Security);
(g) Section 4.11 (Tax Matters);
(h) Section 4.12 (Employee Benefit Plans);
(i) Section 4.13 (Labor and Employment Matters);
(j) Section 4.14 (Environmental Matters);
(k) Section 4.15 (Real Property);
(l) Section 4.16 (Insurance);
(m) Section 4.17 (Anti-Bribery and Anti-Corruption); and
(n) Section 4.18 (Sanctions and Export Controls).
As of the Closing Date, the Specified Representations set forth in the foregoing sections of the Merger Agreement are, in each case, true and correct in all material respects, and no fact, event, circumstance, or condition exists that would cause any Specified Representation to be untrue or incorrect in any material respect as of the Closing Date.
1.3 General Representations Bring-Down (True and Correct Subject to Material Adverse Effect Qualification)
The undersigned hereby certifies that all other representations and warranties of the Company set forth in Article IV of the Merger Agreement (other than the Fundamental Representations and the Specified Representations) are true and correct as of the Closing Date, July 9, 2024, as though made on and as of such date, except to the extent that any such representations and warranties expressly relate to a specified earlier date, in which case such representations and warranties are true and correct as of such earlier date; provided, however, that for purposes of this Section 1.3, such representations and warranties shall be deemed to be true and correct unless the failure of such representations and warranties to be true and correct would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company.
For purposes of this Certificate, the term "material adverse effect" shall have the meaning set forth in Section 1.1 of the Merger Agreement, which, among other things, includes carveouts for the following events, circumstances, developments, changes, effects, or conditions, in each case to the extent that they do not disproportionately affect the Company relative to similarly situated companies operating in the cloud-based enterprise software industry:
(a) pandemics, epidemics, or disease outbreaks (including COVID-19 and any evolution, mutation, or resurgence thereof), and any governmental, regulatory, or public health response thereto;
(b) the commencement, escalation, or worsening of any war, armed hostilities, acts of terrorism, sabotage, cyberattacks (other than those specifically targeting the Company or its systems), or geopolitical instability; and
(c) changes in applicable law, rule, regulation, or official governmental policy, or changes in GAAP, IFRS, or other applicable accounting standards or principles, or in the interpretation or enforcement thereof.
SECTION 2: CERTIFICATION REGARDING COMPLIANCE WITH COVENANTS
2.1 Pre-Closing Covenants
The undersigned hereby certifies that the Company has performed and complied in all material respects with all covenants and agreements required to be performed or complied with by the Company under the Merger Agreement at or prior to the Closing Date, July 9, 2024, including, without limitation, the following:
(a) Section 6.1 (Conduct of Business Pending the Merger / Interim Operating Covenants). During the period from the date of the Merger Agreement (January 22, 2024) through the Closing Date, the Company and its subsidiaries have conducted their respective businesses in the ordinary course of business consistent with past practice in all material respects, have preserved substantially intact their business organizations and relationships with key customers, suppliers, licensors, licensees, distributors, and others having significant business relationships with them, and have used commercially reasonable efforts to keep available the services of their respective current officers and key employees. The Company has complied in all material respects with the negative covenants and restrictions set forth in Section 6.1 of the Merger Agreement, including the prohibitions on certain specified actions without the prior written consent of Parent. The undersigned notes that certain pre-closing covenant waivers were granted by Parent in accordance with the terms of the Merger Agreement, including, without limitation, a written waiver dated April 29, 2024, pursuant to which Parent consented to the Company's entry into a hosting infrastructure agreement with Nimbus Cloud Services, Inc. in an amount not to exceed $12,000,000 in aggregate contract value, which agreement was determined by the Board to be in the ordinary course of business and necessary for the continued operation of the Company's cloud platform. Other than the actions taken pursuant to such waivers, the Company has not taken any action that would have required the prior written consent of Parent under Section 6.1 without first obtaining such consent.
(b) Section 6.3 (No Solicitation / No-Shop). The Company has complied in all material respects with its non-solicitation and no-shop obligations set forth in Section 6.3 of the Merger Agreement. Since the date of the Merger Agreement, neither the Company nor any of its subsidiaries, nor any of their respective officers, directors, employees, agents, or representatives (including, without limitation, investment bankers, financial advisors, attorneys, accountants, and other advisors or representatives), has (i) solicited, initiated, encouraged, or knowingly facilitated (including by way of furnishing non-public information) any inquiry, proposal, or offer that constitutes, or could reasonably be expected to lead to, an Acquisition Proposal (as defined in the Merger Agreement), (ii) entered into, continued, or otherwise participated in any discussions or negotiations with any person regarding any Acquisition Proposal, or (iii) entered into any letter of intent, memorandum of understanding, merger agreement, acquisition agreement, or similar agreement relating to an Acquisition Proposal, in each case, subject to the fiduciary-out exception set forth in Section 6.3(b) of the Merger Agreement. No Superior Proposal (as defined in the Merger Agreement) was received by the Company during the period from the date of the Merger Agreement through the Closing Date.
(c) Section 6.14 (Financing Cooperation). The Company and its subsidiaries have used commercially reasonable efforts to cooperate with Parent in connection with the arrangement of the debt financing contemplated by the Merger Agreement (the "Debt Financing"), including, without limitation: (i) providing financial information, financial statements, and other data reasonably requested by Parent and its financing sources, including Meridian Atlantic Bank, N.A. (as administrative agent and lead arranger) and Ironclad Capital Markets LLC (as joint lead arranger and joint bookrunner); (ii) causing the Company's senior management, including the undersigned, the Chief Executive Officer, and the Chief Revenue Officer, to participate in lender presentations, due diligence sessions, and customary "bank meetings" held on or about March 14, 2024, April 22, 2024, and June 6, 2024; (iii) cooperating in the preparation of offering memoranda, information packages, bank information memoranda, lender presentations, and other marketing materials for the Debt Financing; (iv) facilitating the execution and delivery of borrower-side documents, including customary certificates, legal opinions, UCC searches, and other documentation reasonably requested by the financing sources; and (v) using commercially reasonable efforts to obtain accountant comfort letters and consents. The Company's cooperation with respect to the Debt Financing was provided in a manner consistent with the ongoing operations of the Company and in compliance with applicable law.
2.2 Regulatory Cooperation
The undersigned hereby certifies that the Company has cooperated with Parent in all material respects in connection with all required regulatory filings, notifications, and approvals in connection with the Merger, including the following:
(a) Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The Company and Parent each filed their respective Notification and Report Forms under 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 statutory waiting period under the HSR Act expired on March 11, 2024, without the issuance of a request for additional information and documentary material (a "Second Request") by either the FTC or the DOJ. No voluntary or involuntary requests for information, civil investigative demands, or subpoenas were received from any antitrust authority in connection with the Merger. The waiting period applicable to the consummation of the Merger under the HSR Act has expired and no further action is required thereunder.
(b) United Kingdom Competition and Markets Authority (CMA). The Company submitted a Merger Notice to the CMA on February 12, 2024, in connection with the Merger (CMA Case No. ME/7184/24). Following review, the CMA issued an unconditional Phase 1 clearance decision on April 3, 2024, concluding 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 remedies, undertakings, or conditions were imposed in connection with such clearance.
(c) Other Jurisdictions. To the extent required by applicable law or regulation, the Company has cooperated with Parent in making all other regulatory filings and obtaining all other regulatory approvals necessary for the consummation of the Merger, and all such filings have been made and all such approvals have been obtained.
2.3 Stockholder Approval
The undersigned hereby certifies that the Company duly held a special meeting of stockholders (the "Special Meeting") on May 20, 2024, at the offices of the Company's United States headquarters located at 600 Townsend Street, Suite 800, San Francisco, California 94103, at 10:00 a.m. (Pacific Time). At the Special Meeting, the stockholders of the Company duly considered and voted upon the proposal to adopt the Merger Agreement and approve the Merger and the other transactions contemplated thereby (the "Merger Proposal"). The Merger Proposal was approved by the affirmative vote of the holders of approximately 82.4% of the outstanding shares of common stock of the Company entitled to vote at the Special Meeting, which exceeded the requisite vote required under the Merger Agreement, the Company's organizational documents, and applicable law. A quorum was present at the Special Meeting throughout the duration of the meeting. No other proposals were submitted to the stockholders for a vote at the Special Meeting. The results of the stockholder vote were reported by the Company on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 21, 2024.
2.4 Change of Control Consents
The undersigned hereby certifies that the Company has obtained all required consents, waivers, and approvals under material contracts containing change of control provisions that are triggered by or applicable in connection with the consummation of the Merger, including, without limitation, the following:
(a) Aegis Federal Solutions Inc. The Company has obtained the written consent of Aegis Federal Solutions Inc. ("Aegis") under the Master SaaS Agreement, dated as of June 1, 2020 (as amended), by and between the Company and Aegis (representing approximately $84,000,000 in annual recurring revenue to the Company), which agreement contains a change of control provision requiring the prior written consent of Aegis to any direct or indirect change of control of the Company. Such consent was obtained on June 12, 2024, and is unconditional.
(b) Helix Data Systems GmbH. The Company has obtained the written consent of Helix Data Systems GmbH ("Helix") under the Technology License Agreement, dated as of September 15, 2019 (as amended), by and between the Company and Helix, which agreement contains a termination-for-change-of-control clause that would otherwise permit Helix to terminate such agreement upon a change of control of the Company. Such consent and waiver of the termination right was obtained on May 28, 2024, and is unconditional.
(c) Existing Credit Facility — Atlas Commercial Lending Corp. The Company's existing Credit Agreement, dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), by and among the Company, certain subsidiaries of the Company party thereto as guarantors, Atlas Commercial Lending Corp., as administrative agent (the "Existing Agent"), and the lenders from time to time party thereto, contains a mandatory prepayment obligation upon a change of control of the Company. The aggregate outstanding indebtedness under the Existing Credit Agreement as of the Closing Date is $820,000,000, consisting of (i) $620,000,000 in aggregate principal amount outstanding under the term loan facility and (ii) $200,000,000 drawn on the revolving credit facility. The Company confirms that such indebtedness will be repaid in full at the Closing in accordance with the payoff letter referenced in Section 7 below, and all liens securing such indebtedness will be released upon such repayment, thereby satisfying the mandatory prepayment obligation arising under the Existing Credit Agreement in connection with the change of control resulting from the Merger.
The Company is not aware of any other material contract containing a change of control provision triggered by the Merger for which a required consent has not been obtained or for which appropriate arrangements for satisfaction have not been made.
SECTION 3: CERTIFICATION REGARDING ABSENCE OF MATERIAL ADVERSE EFFECT
The undersigned hereby certifies that, since the date of the Merger Agreement (January 22, 2024) through and including the Closing Date (July 9, 2024), no event, circumstance, development, change, effect, or condition has occurred or arisen that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the Company (as such term is defined in Section 1.1 of the Merger Agreement).
In support of the foregoing certification and to provide context for the financial condition and business operations of the Company and its subsidiaries, the undersigned notes the following:
(a) The Company's last-twelve-months ("LTM") revenue for the fiscal year ended September 30, 2023, was approximately $1,620,000,000, and the Company's LTM adjusted EBITDA for the same period was approximately $405,000,000, representing an adjusted EBITDA margin of approximately 25.0%.
(b) The Company's annual recurring revenue ("ARR") as of December 31, 2023 (the most recent date for which such metric was publicly reported prior to the Closing Date), was approximately $1,740,000,000, reflecting continued growth in the Company's subscription-based cloud platform business.
(c) The Company employs approximately 6,800 employees globally across its principal operating jurisdictions, including the United States, the United Kingdom, India, and Germany.
(d) The Company and its subsidiaries have continued to conduct their respective business operations in the ordinary course consistent with past practice during the period from the date of the Merger Agreement through the Closing Date, and no material disruptions, adverse developments, or significant customer losses have occurred during such period.
The Company's financial condition, results of operations, business, and prospects remain consistent in all material respects with those reflected in the Company's SEC filings and the financial information provided to Parent and its advisors in connection with the negotiation and execution of the Merger Agreement.
SECTION 4: CERTIFICATION REGARDING NO IMPEDIMENT
The undersigned hereby certifies that, as of the Closing Date, July 9, 2024, there is no pending or, to the knowledge of the Company (after reasonable inquiry of the Company's General Counsel and outside legal advisors), threatened action, suit, claim, proceeding, investigation, order, injunction, judgment, or decree by any court, tribunal, arbitral body, governmental authority, or regulatory body of competent jurisdiction that would:
(a) restrain, enjoin, prohibit, or make illegal the consummation of the Merger or any other transaction contemplated by the Merger Agreement;
(b) impose any material limitation on the ability of the Company, Parent, Merger Sub, or any of their respective affiliates to consummate the Merger or to operate the business of the Company or its subsidiaries following the consummation of the Merger; or
(c) seek to impose material damages in connection with the consummation of the Merger or the other transactions contemplated by the Merger Agreement.
No temporary restraining order, preliminary or permanent injunction, or other order or decree of any governmental authority that has the effect of preventing or prohibiting the consummation of the Merger has been issued and remains in effect as of the Closing Date. To the knowledge of the Company, no governmental authority has indicated an intention to commence any action, suit, or proceeding challenging or seeking to restrain or prohibit the consummation of the Merger.
SECTION 5: CERTIFICATION REGARDING SEC FILINGS AND PROXY STATEMENT
The undersigned hereby certifies as follows:
(a) Since the date of the Merger Agreement (January 22, 2024), the Company has timely filed all required reports, schedules, forms, statements, and other documents (including exhibits and other information incorporated therein) with the SEC, in each case in compliance in all material respects with the applicable requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the SEC promulgated thereunder. Such filings include, without limitation, the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2023 (filed on February 8, 2024), the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (filed on May 9, 2024), Current Reports on Form 8-K filed in connection with the execution of the Merger Agreement and the results of the Special Meeting, and all other periodic and current reports required to be filed during such period.
(b) The Company filed the Definitive Proxy Statement on Schedule 14A with the SEC on April 15, 2024 (the "Proxy Statement"), in connection with the Special Meeting and the solicitation of stockholder approval of the Merger Proposal. No comments were received from the staff of the SEC with respect to the Proxy Statement that required any amendment or supplement thereto. The preliminary proxy statement was filed on March 8, 2024, and all SEC staff comments thereon were satisfactorily resolved prior to the filing of the Proxy Statement in definitive form.
(c) The Proxy Statement, at the time of its filing with the SEC and at the time of the Special Meeting (May 20, 2024), did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Proxy Statement complied in all material respects with the requirements of the Exchange Act, the rules and regulations of the SEC, and all other applicable laws and regulations.
SECTION 6: CERTIFICATION REGARDING DISCLOSURE SCHEDULES
The undersigned hereby certifies that, to the knowledge of the undersigned (after reasonable inquiry), the Disclosure Schedules delivered by the Company to Parent and Merger Sub concurrently with the execution and delivery of the Merger Agreement on January 22, 2024 (collectively, the "Disclosure Schedules") were accurate and complete in all material respects as of the date of the Merger Agreement. To the knowledge of the undersigned, no updates, supplements, or amendments to the Disclosure Schedules would be required as of the Closing Date that would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Company.
The foregoing certification is subject to the understanding that the Disclosure Schedules were prepared as of the date of the Merger Agreement and are qualified in their entirety by reference to the information contained therein and the express terms of the Merger Agreement, including the standards for disclosure set forth in Article IV thereof.
SECTION 7: DELIVERY OF OTHER CLOSING DELIVERABLES
The undersigned hereby confirms that the Company has concurrently delivered, or caused to be delivered, the following additional closing deliverables required under Section 7.2 of the Merger Agreement:
(a) Secretary's Certificate. A certificate of the Secretary (or an Assistant Secretary) of Cloudium Technologies plc, dated as of the Closing Date, certifying and attaching true, correct, and complete copies of (i) the certificate of incorporation of the Company (as amended through the Closing Date), (ii) the articles of association of the Company (as amended through the Closing Date), (iii) the resolutions duly adopted by the Board authorizing the execution, delivery, and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, and (iv) an incumbency certificate setting forth the name, title, and specimen signature of each officer of the Company authorized to execute this Certificate, the Merger Agreement, and any other documents delivered in connection with the Closing.
(b) FIRPTA Certificate. A certificate of the Company, in the form required by Treasury Regulations Section 1.1445-2(c)(3) and in compliance with Sections 1445 and 897 of the Internal Revenue Code of 1986, as amended (the "Code"), certifying that the Company is not, and has not been at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code, together with a notice to the Internal Revenue Service in accordance with the requirements of Treasury Regulations Section 1.897-2(h)(2).
(c) Payoff Letter and Lien Releases. A payoff letter from Atlas Commercial Lending Corp. (as administrative agent under the Existing Credit Agreement), dated July 5, 2024, and confirmed as of July 9, 2024 (the "Payoff Letter"), setting forth the aggregate payoff amount of $820,000,000 in outstanding indebtedness under the Existing Credit Agreement (inclusive of all accrued and unpaid interest, fees, and other amounts due and owing thereunder through the anticipated funding date), together with (i) UCC-3 termination statements in appropriate form for filing to release all Uniform Commercial Code financing statements filed in connection with the Existing Credit Agreement, (ii) duly executed intellectual property lien releases in recordable form, (iii) mortgage releases (if applicable), and (iv) such other lien release documentation as may be reasonably necessary to evidence the release of all liens securing the indebtedness under the Existing Credit Agreement upon repayment in full in accordance with the terms of the Payoff Letter.
(d) Estimated Closing Statement. An estimated closing statement (the "Estimated Closing Statement"), prepared in accordance with Section 2.6 of the Merger Agreement, delivered to Parent on July 8, 2024, setting forth the Company's good faith estimates of (i) Net Working Capital, (ii) Closing Cash, (iii) Closing Indebtedness, and (iv) unpaid Transaction Expenses, in each case as of the Closing and calculated in accordance with the methodologies and definitions set forth in the Merger Agreement and the Accounting Principles attached as Exhibit C thereto.
(e) Good Standing Certificates and Organizational Documents. Certificates of good standing (or equivalent certificates) for the Company and each of its material subsidiaries from the applicable governmental authorities in their respective jurisdictions of organization and qualification, each dated within ten (10) business days of the Closing Date, together with such other organizational documents as are required by Section 7.2 of the Merger Agreement.
(f) Solvency Certificate. A certificate, delivered by the undersigned in her capacity as Chief Financial Officer of the surviving entity following the Effective Time of the Merger, certifying that, after giving effect to the Merger, the payment of the aggregate merger consideration, the Debt Financing, the repayment of the Existing Credit Agreement indebtedness, and the payment of all related fees and expenses, the surviving entity and its subsidiaries, on a consolidated basis, are solvent, as further described in such certificate.
(g) All Other Closing Deliverables. All other certificates, instruments, agreements, documents, and deliverables required to be delivered by the Company at or prior to the Closing pursuant to Section 7.2 of the Merger Agreement, including, without limitation, resignations of directors and officers of the Company and its subsidiaries as specified by Parent, evidence of the termination or assignment of any intercompany agreements as required by the Merger Agreement, and such other customary closing documents as Parent has reasonably requested.
SECTION 8: QUALIFICATIONS AND LIMITATIONS
This Certificate is delivered solely for the purpose of satisfying the closing condition set forth in Section 7.2(c) of the Merger Agreement. This Certificate is not intended to, and shall not, expand, modify, amend, supplement, or otherwise alter the representations, warranties, covenants, agreements, or obligations of the Company set forth in the Merger Agreement, or the rights or remedies of any party thereto, in each case as set forth therein. The parties' respective rights and obligations with respect to the accuracy of the representations and warranties and the performance of covenants and agreements shall be governed solely by the terms and conditions of the Merger Agreement.
The certifications contained herein are made by the undersigned to the knowledge of the undersigned after reasonable inquiry of the Company's senior management, internal legal counsel, and outside advisors, in her capacity as Chief Financial Officer of the Company, and not in her individual or personal capacity. Nothing contained in this Certificate shall be deemed to impose any personal liability on the undersigned, Sienna Whitfield, in her individual capacity in connection with the certifications, statements, or other matters set forth herein, and Parent and Merger Sub hereby agree (by their acceptance of this Certificate) that they shall have no recourse against the undersigned in her individual capacity with respect to any matter addressed in this Certificate.
SECTION 9: GOVERNING LAW
This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision, rule, or principle (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 the governing law provisions set forth in Section 10.8 of the Merger Agreement.
[Signature page follows]
[SIGNATURE PAGE TO OFFICER'S CERTIFICATE OF CLOUDIUM TECHNOLOGIES PLC]
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.
CLOUDIUM TECHNOLOGIES PLC
By: ________
Name: Sienna Whitfield
Title: Chief Financial Officer
Date: July 9, 2024
Address for Notice:
Cloudium Technologies plc 600 Townsend Street, Suite 800 San Francisco, California 94103 United States of America
Attention: General Counsel
Telephone: (415) 555-0192
Email: legal@cloudiumtech.com
with a copy (which shall not constitute notice) to:
Cloudium Technologies plc 45 Broadwick Street London W1F 0DB United Kingdom
Attention: Company Secretary
Telephone: +44 20 7946 0958
Email: companysecretary@cloudiumtech.com
DOCUMENT INFORMATION
This Officer's Certificate was prepared by Calderwood & Harkness LLP, counsel to Parent, in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP.
Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022
Matter No.: 1041-00003 Responsible Partner: Harrison Wexford Lead Associate: Tiffany Rosenthal
CONFIDENTIAL — ATTORNEY WORK PRODUCT