1041-00003 · Solara Digital Infrastructure LP · Closing

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

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SECRETARY'S CERTIFICATE OF CLOUDIUM TECHNOLOGIES PLC

Delivered Pursuant to Section 8.2(e) of the Agreement and Plan of Merger

July 9, 2024

Reference: 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

The undersigned, Nadia Chowdhury, in her capacity as General Counsel and Secretary of Cloudium Technologies plc, a public limited company duly incorporated and existing under the laws of England and Wales (Company Number 09734521), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its principal United States headquarters located at 600 Townsend Street, Suite 800, San Francisco, California 94103, hereby certifies as follows in connection with the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 22, 2024 (as the same may have been amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), among Cloudium Technologies plc (the "Company"), Stratos Merger Sub Inc., a corporation organized and existing under the laws of the State of Delaware ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, a limited partnership organized and existing under the laws of the State of Delaware ("Parent").

This Certificate is delivered pursuant to Section 8.2(e) of the Merger Agreement as a condition precedent to the obligations of Parent and Merger Sub to consummate the Merger (as defined in the Merger Agreement) and the other transactions contemplated by the Merger Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

The undersigned, acting in her official capacity and not in her individual capacity, and being duly authorized to deliver this Certificate on behalf of the Company, hereby certifies to Parent and Merger Sub as follows:

Section 1. Organizational Documents

(a) Certificate of Incorporation. Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation (including the Certificate of Incorporation on Change of Name, as applicable) of Cloudium Technologies plc, as filed with the Registrar of Companies for England and Wales, Company Number 09734521. Such Certificate of Incorporation has not been amended, restated, supplemented, or otherwise modified in any respect since the date of its original filing and remains in full force and effect as of the date hereof. No proceedings have been taken or are pending for the amendment, restatement, or modification of such Certificate of Incorporation, except as may be contemplated by the Merger Agreement in connection with the consummation of the Merger.

(b) Articles of Association. Attached hereto as Exhibit B is a true, correct, and complete copy of the Articles of Association of Cloudium Technologies plc, as currently in effect as of the date hereof. Such Articles of Association have not been amended, restated, supplemented, or otherwise modified since November 3, 2022 (the date of the last amendment thereto, as approved by the Company's stockholders at the 2022 annual general meeting) and remain in full force and effect as of the date hereof. No proceedings have been taken or are pending for the amendment, restatement, or modification of such Articles of Association, except as may be contemplated by the Merger Agreement in connection with the consummation of the Merger.

Section 2. Board Resolutions

Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Board Resolutions") duly adopted by the Board of Directors of Cloudium Technologies plc (the "Board") at a duly convened meeting of the Board held on January 22, 2024, at which a quorum of directors was present and acting throughout in accordance with the Company's Articles of Association and applicable law. Such Board Resolutions authorized and approved, among other things:

(i) the execution, delivery, and performance by the Company of the Merger Agreement and each of the ancillary agreements, instruments, and documents to which the Company is or is to become a party in connection with the transactions contemplated by the Merger Agreement, including, without limitation, the Escrow Agreement to be entered into with Cobalt Trust Company, N.A., as escrow agent, and the Stockholder Representative Agreement pursuant to which Douglas Pemberton was appointed to serve as the Stockholder Representative on behalf of the former holders of Company common stock;

(ii) the consummation of the Merger, pursuant to which Stratos Merger Sub Inc. will merge with and into Cloudium Technologies plc, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP;

(iii) the merger consideration of Thirty-Six Dollars and Ninety-Two Cents ($36.92) per share of Company common stock payable in cash at the effective time of the Merger (subject to rollover elections available to Jonathan Hargrove and Pinnacle Growth Ventures LLC pursuant to the Rollover Agreements contemplated by the Merger Agreement), representing an aggregate enterprise value of Six Billion Eight Hundred Million Dollars ($6,800,000,000);

(iv) the recommendation by the Board that the holders of the Company's common stock approve and adopt the Merger Agreement and the transactions contemplated thereby (the "Board Recommendation");

(v) the submission of the Merger Agreement to the holders of the Company's common stock for their approval and adoption at a duly called special meeting of stockholders, and the authorization of the filing of a definitive proxy statement on Schedule 14A with the United States Securities and Exchange Commission (the "SEC") in connection therewith; and

(vi) the authorization and empowerment of the officers of the Company, acting individually or collectively, to execute and deliver all agreements, documents, certificates, instruments, notices, and other writings, and to take all actions and do all things, in each case as such officers may deem necessary, appropriate, or desirable in order to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated by the Merger Agreement.

The Board Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board that would conflict with, limit, or otherwise impair the Board Resolutions.

In connection with the foregoing, the undersigned further certifies that the holders of the Company's common stock duly approved and adopted the Merger Agreement and the transactions contemplated thereby at the special meeting of stockholders referenced in Section 3 below, and that such stockholder approval was obtained in accordance with and as contemplated by the Board Resolutions.

Section 3. Stockholder Approval

The undersigned hereby certifies that the holders of the Company's common stock duly approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Merger, at a special meeting of stockholders of the Company duly called and held on May 20, 2024 (the "Special Meeting"). At the Special Meeting, approximately eighty-two and four-tenths percent (82.4%) of the shares of Company common stock present in person or represented by proxy and entitled to vote at the Special Meeting were voted in favor of the proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby. Such vote constituted the requisite stockholder approval required under (a) applicable law, including without limitation the Delaware General Corporation Law, (b) the Company's Articles of Association, and (c) the Merger Agreement, including the condition set forth in Section 7.1(a) thereof.

The Company's definitive proxy statement on Schedule 14A in respect of the Special Meeting was filed with the SEC on April 15, 2024, and supplemental proxy materials were distributed to stockholders in accordance with applicable SEC rules and regulations. The solicitation of proxies for the Special Meeting was conducted by the Company with the assistance of Blackthorn Proxy Advisors LLC, which served as the Company's proxy solicitor for purposes of the Special Meeting. All applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, were satisfied in connection with the solicitation of proxies and the holding of the Special Meeting.

The stockholder approval described herein has not been rescinded, modified, revoked, or otherwise altered in any respect and remains in full force and effect as of the date hereof.

Section 4. Incumbency

Attached hereto as Exhibit D is a true, correct, and complete incumbency certificate setting forth the name, title, and specimen signature of each officer and director of Cloudium Technologies plc who has executed or delivered, or who is authorized to execute or deliver, the Merger Agreement, any ancillary agreement or instrument contemplated thereby, or any certificate, document, or instrument delivered or to be delivered in connection with the closing of the Merger. The officers and directors so identified are as follows:

The undersigned hereby certifies that each of the persons identified above held the office set forth opposite his or her name on the date of execution and delivery of the applicable documents and agreements and continues to hold such office as of the date of this Certificate. The undersigned further certifies that the specimen signature set forth opposite the name of each such person on Exhibit D is the true and genuine signature of such person.

Section 5. Good Standing and Company Status

The undersigned hereby certifies that, to the best of her knowledge and belief after due inquiry, Cloudium Technologies plc is duly incorporated, validly existing, and in good standing (or the equivalent status, as such concept is understood under the laws of England and Wales) under the laws of England and Wales. The Company maintains active status with the Registrar of Companies for England and Wales under Company Number 09734521, and no petition or application for the winding up, striking off, or dissolution of the Company has been filed, presented, or made, nor has any resolution been passed or proposed for any such purpose.

As of the date hereof, the Company's American Depositary Shares remain listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." The Company expects to file a Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) with the SEC on or about July 10, 2024, promptly following the effective time of the Merger, in connection with the delisting and deregistration of the Company's securities from the Nasdaq Global Select Market.

The Company's United States employer identification number (EIN) assigned by the Internal Revenue Service is 83-2196754.

Section 6. No Amendments or Modifications

The undersigned hereby certifies that since January 22, 2024 (the date of the Merger Agreement), neither the Certificate of Incorporation nor the Articles of Association of the Company has been amended, restated, supplemented, or otherwise modified in any respect, except as may be expressly contemplated by the Merger Agreement in connection with the consummation of the Merger and the transactions contemplated thereby.

The undersigned further certifies that the Board Resolutions attached hereto as Exhibit C have not been amended, supplemented, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof. No action has been taken or proposed by the Board or the stockholders of the Company that would conflict with, limit, impair, or otherwise affect the authority conferred by such Board Resolutions.

Section 7. Qualification and Authority

The undersigned hereby certifies that the Company has full corporate power and authority to execute and deliver the Merger Agreement and each of the ancillary agreements, instruments, certificates, and documents to which the Company is or is to become a party in connection with the transactions contemplated by the Merger Agreement, and to perform its obligations thereunder and to consummate the Merger and the other transactions contemplated thereby.

All corporate action on the part of the Company, its Board of Directors, and its stockholders necessary for the due authorization, execution, delivery, and performance of the Merger Agreement and each ancillary agreement and document, and for the consummation of the Merger and each of the other transactions contemplated by the Merger Agreement, has been duly and validly taken in accordance with applicable law and the Company's Certificate of Incorporation and Articles of Association. No further corporate proceedings or actions on the part of the Company, its Board of Directors, or its stockholders are necessary to authorize the execution, delivery, or performance of the Merger Agreement or any ancillary agreement, or to consummate the Merger or any of the other transactions contemplated by the Merger Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of July 9, 2024.

CLOUDIUM TECHNOLOGIES PLC

By: ________

Name: Nadia Chowdhury

Title: General Counsel and Secretary

Date: July 9, 2024

Address:

45 Broadwick Street London W1F 0DB United Kingdom

600 Townsend Street, Suite 800 San Francisco, California 94103

Counter-Certification

The undersigned, Jonathan Hargrove, in his capacity as Chief Executive Officer of Cloudium Technologies plc, hereby certifies and confirms that Nadia Chowdhury is the duly appointed, qualified, and acting General Counsel and Secretary of Cloudium Technologies plc and has been duly authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Company. The undersigned further certifies that the signature of Nadia Chowdhury appearing on the foregoing Secretary's Certificate is her true and genuine signature.

CLOUDIUM TECHNOLOGIES PLC

By: ________

Name: Jonathan Hargrove

Title: Chief Executive Officer

Date: July 9, 2024

EXHIBIT A

Certificate of Incorporation

Cloudium Technologies plc Company Number 09734521

This Exhibit A contains a true, correct, and complete copy of the Certificate of Incorporation (including, as applicable, the Certificate of Incorporation on Change of Name) of Cloudium Technologies plc, Company Number 09734521, as filed with the Registrar of Companies for England and Wales.

Such Certificate of Incorporation has not been amended, restated, supplemented, or otherwise modified since the date of its original filing and remains in full force and effect as of July 9, 2024.

[Certificate of Incorporation attached hereto]

EXHIBIT B

Articles of Association

Cloudium Technologies plc

This Exhibit B contains a true, correct, and complete copy of the Articles of Association of Cloudium Technologies plc, as currently in effect as of July 9, 2024.

Such Articles of Association were last amended on November 3, 2022, by special resolution of the Company's stockholders at the 2022 annual general meeting, and have not been further amended, restated, supplemented, or otherwise modified since such date.

[Articles of Association attached hereto]

EXHIBIT C

Resolutions of the Board of Directors

Cloudium Technologies plc Adopted January 22, 2024

This Exhibit C contains a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of Cloudium Technologies plc at a duly convened meeting of the Board held on January 22, 2024. The following is a summary of the principal resolutions adopted:

Recitals. WHEREAS, the Board of Directors (the "Board") of Cloudium Technologies plc (the "Company") has reviewed, considered, and discussed a proposed Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), among the Company, Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Parent"), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger");

WHEREAS, the Board has received and considered the opinion of Veridian Partners LLC (delivered orally on January 21, 2024, and subsequently confirmed in writing), rendered by Monica Pressler, Managing Director of Veridian Partners LLC, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications, limitations, and other matters set forth therein, the per-share merger consideration of Thirty-Six Dollars and Ninety-Two Cents ($36.92) in cash to be received by the holders of the Company's common stock (other than holders who have entered into Rollover Agreements) pursuant to the Merger Agreement is fair, from a financial point of view, to such holders (the "Fairness Opinion");

WHEREAS, the Board has reviewed and considered the terms and conditions of the Merger Agreement, including all exhibits, schedules, annexes, and ancillary agreements contemplated thereby, and has received the advice and recommendations of its legal and financial advisors with respect thereto;

WHEREAS, the Board has determined that the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement are advisable, fair to, and in the best interests of the Company and its stockholders;

Resolutions. NOW, THEREFORE, BE IT RESOLVED, that the Merger Agreement, in substantially the form presented to the Board, together with all exhibits, schedules, and annexes thereto (including, without limitation, the form of Certificate of Merger, the form of the Surviving Corporation Certificate of Incorporation, the form of the Surviving Corporation Bylaws, the form of Letter of Transmittal, the form of Escrow Agreement, the forms of Rollover Agreements, and the forms of Voting and Support Agreements), is hereby approved and adopted in all respects, and that each of the Chief Executive Officer, the Chief Financial Officer, and the General Counsel and Secretary of the Company (each, an "Authorized Officer"), acting individually or collectively, is hereby authorized and directed to execute and deliver the Merger Agreement on behalf of the Company, with such changes, modifications, and amendments thereto as the Authorized Officer or Authorized Officers executing the same may approve (such execution to constitute conclusive evidence of such approval);

RESOLVED FURTHER, that the Board hereby recommends that the holders of the Company's common stock approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, at a special meeting of stockholders to be duly called and held for such purpose;

RESOLVED FURTHER, that each Authorized Officer is hereby authorized and directed to cause to be prepared and filed with the Securities and Exchange Commission a definitive proxy statement on Schedule 14A, together with all amendments and supplements thereto, and all other filings, reports, and materials required by the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, in connection with the solicitation of proxies for the special meeting of stockholders;

RESOLVED FURTHER, that each Authorized Officer is hereby authorized and empowered, acting individually or collectively, to take all actions and to execute and deliver all agreements, instruments, certificates, documents, notices, filings, and other writings as such Authorized Officer or Authorized Officers may deem necessary, appropriate, or desirable in order to consummate the Merger and the other transactions contemplated by the Merger Agreement, including, without limitation, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware;

RESOLVED FURTHER, that the Company and each Authorized Officer is hereby authorized and directed to use commercially reasonable efforts to cooperate with and assist Parent and Merger Sub in connection with the arrangement of the debt financing contemplated by the Merger Agreement, including the financing to be provided by Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC, all as and to the extent required by Section 6.14 of the Merger Agreement, and that each Authorized Officer is hereby authorized to take such actions and execute such instruments and documents as may be reasonably requested by Parent in connection therewith;

RESOLVED FURTHER, that each Authorized Officer is hereby authorized and directed to cause the Company, at or immediately prior to the effective time of the Merger, to repay in full all outstanding indebtedness of the Company under that certain Credit Agreement, dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time), among the Company, the lenders party thereto, and Atlas Commercial Lending Corp., as administrative agent, in an aggregate principal amount (together with accrued and unpaid interest, prepayment premiums, breakage costs, and other amounts payable thereunder) of approximately Eight Hundred Twenty Million Dollars ($820,000,000), or such other amount as may be outstanding at the effective time of the Merger, all in accordance with the payoff letter to be delivered in connection therewith and the terms of the Merger Agreement; and

RESOLVED FURTHER, that each Authorized Officer is hereby authorized, empowered, and directed, in the name and on behalf of the Company, to take such further actions, and to execute and deliver such further agreements, instruments, certificates, documents, and other writings, as such Authorized Officer may deem necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated hereby and by the Merger Agreement, the taking of any such action and the execution and delivery of any such agreement, instrument, certificate, document, or writing to constitute conclusive evidence of the approval thereof by the Board.

[Full text of Board Resolutions, including signature pages and secretary's certification of resolutions, attached hereto]

EXHIBIT D

Incumbency Certificate

Cloudium Technologies plc Dated: July 9, 2024

The undersigned, Nadia Chowdhury, General Counsel and Secretary of Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company Number 09734521) (the "Company"), hereby certifies that each of the persons named below holds the office of the Company set forth opposite his or her name, that each such person is duly authorized to execute and deliver documents, agreements, certificates, and instruments on behalf of the Company in connection with the Agreement and Plan of Merger, dated as of January 22, 2024, among the Company, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP, and the transactions contemplated thereby, and that the specimen signature set forth opposite each such person's name is the true and genuine signature of such person.

The undersigned hereby certifies that each of the above-named persons held the office set forth opposite his or her name on the date of execution of the Merger Agreement and each applicable ancillary agreement and document delivered in connection therewith, and continues to hold such office as of the date of this Incumbency Certificate. The specimen signature set forth opposite each such person's name is the true and genuine signature of such person.

This Incumbency Certificate is delivered in connection with the closing of the transactions contemplated by the Merger Agreement, and may be relied upon by Parent and Merger Sub (and their respective affiliates, representatives, and counsel) in connection therewith.

CLOUDIUM TECHNOLOGIES PLC

By: ________

Name: Nadia Chowdhury

Title: General Counsel and Secretary

Date: July 9, 2024

Name	Title
Jonathan Hargrove	Chief Executive Officer
Sienna Whitfield	Chief Financial Officer
Nadia Chowdhury	General Counsel and Secretary
Douglas Pemberton	Independent Board Chair
Name	Title	Specimen Signature
Jonathan Hargrove	Chief Executive Officer	_______
Sienna Whitfield	Chief Financial Officer	_______
Nadia Chowdhury	General Counsel and Secretary	_______
Douglas Pemberton	Independent Board Chair	_______

SECRETARY'S CERTIFICATE OF CLOUDIUM TECHNOLOGIES PLC
Delivered Pursuant to Section 8.2(e) of the Agreement and Plan of Merger
July 9, 2024
Reference: 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
The undersigned, Nadia Chowdhury, in her capacity as General Counsel and Secretary of Cloudium Technologies plc, a public limited company duly incorporated and existing under the laws of England and Wales (Company Number 09734521), with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its principal United States headquarters located at 600 Townsend Street, Suite 800, San Francisco, California 94103, hereby certifies as follows in connection with the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated as of January 22, 2024 (as the same may have been amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), among Cloudium Technologies plc (the "Company"), Stratos Merger Sub Inc., a corporation organized and existing under the laws of the State of Delaware ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, a limited partnership organized and existing under the laws of the State of Delaware ("Parent").
This Certificate is delivered pursuant to Section 8.2(e) of the Merger Agreement as a condition precedent to the obligations of Parent and Merger Sub to consummate the Merger (as defined in the Merger Agreement) and the other transactions contemplated by the Merger Agreement. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
The undersigned, acting in her official capacity and not in her individual capacity, and being duly authorized to deliver this Certificate on behalf of the Company, hereby certifies to Parent and Merger Sub as follows:
Section 1. Organizational Documents
(a) Certificate of Incorporation. Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation (including the Certificate of Incorporation on Change of Name, as applicable) of Cloudium Technologies plc, as filed with the Registrar of Companies for England and Wales, Company Number 09734521. Such Certificate of Incorporation has not been amended, restated, supplemented, or otherwise modified in any respect since the date of its original filing and remains in full force and effect as of the date hereof. No proceedings have been taken or are pending for the amendment, restatement, or modification of such Certificate of Incorporation, except as may be contemplated by the Merger Agreement in connection with the consummation of the Merger.
(b) Articles of Association. Attached hereto as Exhibit B is a true, correct, and complete copy of the Articles of Association of Cloudium Technologies plc, as currently in effect as of the date hereof. Such Articles of Association have not been amended, restated, supplemented, or otherwise modified since November 3, 2022 (the date of the last amendment thereto, as approved by the Company's stockholders at the 2022 annual general meeting) and remain in full force and effect as of the date hereof. No proceedings have been taken or are pending for the amendment, restatement, or modification of such Articles of Association, except as may be contemplated by the Merger Agreement in connection with the consummation of the Merger.
Section 2. Board Resolutions
Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Board Resolutions") duly adopted by the Board of Directors of Cloudium Technologies plc (the "Board") at a duly convened meeting of the Board held on January 22, 2024, at which a quorum of directors was present and acting throughout in accordance with the Company's Articles of Association and applicable law. Such Board Resolutions authorized and approved, among other things:
(i) the execution, delivery, and performance by the Company of the Merger Agreement and each of the ancillary agreements, instruments, and documents to which the Company is or is to become a party in connection with the transactions contemplated by the Merger Agreement, including, without limitation, the Escrow Agreement to be entered into with Cobalt Trust Company, N.A., as escrow agent, and the Stockholder Representative Agreement pursuant to which Douglas Pemberton was appointed to serve as the Stockholder Representative on behalf of the former holders of Company common stock;
(ii) the consummation of the Merger, pursuant to which Stratos Merger Sub Inc. will merge with and into Cloudium Technologies plc, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP;
(iii) the merger consideration of Thirty-Six Dollars and Ninety-Two Cents ($36.92) per share of Company common stock payable in cash at the effective time of the Merger (subject to rollover elections available to Jonathan Hargrove and Pinnacle Growth Ventures LLC pursuant to the Rollover Agreements contemplated by the Merger Agreement), representing an aggregate enterprise value of Six Billion Eight Hundred Million Dollars ($6,800,000,000);
(iv) the recommendation by the Board that the holders of the Company's common stock approve and adopt the Merger Agreement and the transactions contemplated thereby (the "Board Recommendation");
(v) the submission of the Merger Agreement to the holders of the Company's common stock for their approval and adoption at a duly called special meeting of stockholders, and the authorization of the filing of a definitive proxy statement on Schedule 14A with the United States Securities and Exchange Commission (the "SEC") in connection therewith; and
(vi) the authorization and empowerment of the officers of the Company, acting individually or collectively, to execute and deliver all agreements, documents, certificates, instruments, notices, and other writings, and to take all actions and do all things, in each case as such officers may deem necessary, appropriate, or desirable in order to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated by the Merger Agreement.
The Board Resolutions have not been amended, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the Board that would conflict with, limit, or otherwise impair the Board Resolutions.
In connection with the foregoing, the undersigned further certifies that the holders of the Company's common stock duly approved and adopted the Merger Agreement and the transactions contemplated thereby at the special meeting of stockholders referenced in Section 3 below, and that such stockholder approval was obtained in accordance with and as contemplated by the Board Resolutions.
Section 3. Stockholder Approval
The undersigned hereby certifies that the holders of the Company's common stock duly approved and adopted the Merger Agreement and the transactions contemplated thereby, including the Merger, at a special meeting of stockholders of the Company duly called and held on May 20, 2024 (the "Special Meeting"). At the Special Meeting, approximately eighty-two and four-tenths percent (82.4%) of the shares of Company common stock present in person or represented by proxy and entitled to vote at the Special Meeting were voted in favor of the proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby. Such vote constituted the requisite stockholder approval required under (a) applicable law, including without limitation the Delaware General Corporation Law, (b) the Company's Articles of Association, and (c) the Merger Agreement, including the condition set forth in Section 7.1(a) thereof.
The Company's definitive proxy statement on Schedule 14A in respect of the Special Meeting was filed with the SEC on April 15, 2024, and supplemental proxy materials were distributed to stockholders in accordance with applicable SEC rules and regulations. The solicitation of proxies for the Special Meeting was conducted by the Company with the assistance of Blackthorn Proxy Advisors LLC, which served as the Company's proxy solicitor for purposes of the Special Meeting. All applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, were satisfied in connection with the solicitation of proxies and the holding of the Special Meeting.
The stockholder approval described herein has not been rescinded, modified, revoked, or otherwise altered in any respect and remains in full force and effect as of the date hereof.
Section 4. Incumbency
Attached hereto as Exhibit D is a true, correct, and complete incumbency certificate setting forth the name, title, and specimen signature of each officer and director of Cloudium Technologies plc who has executed or delivered, or who is authorized to execute or deliver, the Merger Agreement, any ancillary agreement or instrument contemplated thereby, or any certificate, document, or instrument delivered or to be delivered in connection with the closing of the Merger. The officers and directors so identified are as follows:
The undersigned hereby certifies that each of the persons identified above held the office set forth opposite his or her name on the date of execution and delivery of the applicable documents and agreements and continues to hold such office as of the date of this Certificate. The undersigned further certifies that the specimen signature set forth opposite the name of each such person on Exhibit D is the true and genuine signature of such person.
Section 5. Good Standing and Company Status
The undersigned hereby certifies that, to the best of her knowledge and belief after due inquiry, Cloudium Technologies plc is duly incorporated, validly existing, and in good standing (or the equivalent status, as such concept is understood under the laws of England and Wales) under the laws of England and Wales. The Company maintains active status with the Registrar of Companies for England and Wales under Company Number 09734521, and no petition or application for the winding up, striking off, or dissolution of the Company has been filed, presented, or made, nor has any resolution been passed or proposed for any such purpose.
As of the date hereof, the Company's American Depositary Shares remain listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." The Company expects to file a Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) with the SEC on or about July 10, 2024, promptly following the effective time of the Merger, in connection with the delisting and deregistration of the Company's securities from the Nasdaq Global Select Market.
The Company's United States employer identification number (EIN) assigned by the Internal Revenue Service is 83-2196754.
Section 6. No Amendments or Modifications
The undersigned hereby certifies that since January 22, 2024 (the date of the Merger Agreement), neither the Certificate of Incorporation nor the Articles of Association of the Company has been amended, restated, supplemented, or otherwise modified in any respect, except as may be expressly contemplated by the Merger Agreement in connection with the consummation of the Merger and the transactions contemplated thereby.
The undersigned further certifies that the Board Resolutions attached hereto as Exhibit C have not been amended, supplemented, modified, rescinded, revoked, or superseded in any respect and remain in full force and effect as of the date hereof. No action has been taken or proposed by the Board or the stockholders of the Company that would conflict with, limit, impair, or otherwise affect the authority conferred by such Board Resolutions.
Section 7. Qualification and Authority
The undersigned hereby certifies that the Company has full corporate power and authority to execute and deliver the Merger Agreement and each of the ancillary agreements, instruments, certificates, and documents to which the Company is or is to become a party in connection with the transactions contemplated by the Merger Agreement, and to perform its obligations thereunder and to consummate the Merger and the other transactions contemplated thereby.
All corporate action on the part of the Company, its Board of Directors, and its stockholders necessary for the due authorization, execution, delivery, and performance of the Merger Agreement and each ancillary agreement and document, and for the consummation of the Merger and each of the other transactions contemplated by the Merger Agreement, has been duly and validly taken in accordance with applicable law and the Company's Certificate of Incorporation and Articles of Association. No further corporate proceedings or actions on the part of the Company, its Board of Directors, or its stockholders are necessary to authorize the execution, delivery, or performance of the Merger Agreement or any ancillary agreement, or to consummate the Merger or any of the other transactions contemplated by the Merger Agreement.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of July 9, 2024.
CLOUDIUM TECHNOLOGIES PLC
By: ________
Name: Nadia Chowdhury
Title: General Counsel and Secretary
Date: July 9, 2024
Address:
45 Broadwick Street London W1F 0DB United Kingdom
600 Townsend Street, Suite 800 San Francisco, California 94103
Counter-Certification
The undersigned, Jonathan Hargrove, in his capacity as Chief Executive Officer of Cloudium Technologies plc, hereby certifies and confirms that Nadia Chowdhury is the duly appointed, qualified, and acting General Counsel and Secretary of Cloudium Technologies plc and has been duly authorized to execute and deliver the foregoing Secretary's Certificate on behalf of the Company. The undersigned further certifies that the signature of Nadia Chowdhury appearing on the foregoing Secretary's Certificate is her true and genuine signature.
CLOUDIUM TECHNOLOGIES PLC
By: ________
Name: Jonathan Hargrove
Title: Chief Executive Officer
Date: July 9, 2024
EXHIBIT A
Certificate of Incorporation
Cloudium Technologies plc Company Number 09734521
This Exhibit A contains a true, correct, and complete copy of the Certificate of Incorporation (including, as applicable, the Certificate of Incorporation on Change of Name) of Cloudium Technologies plc, Company Number 09734521, as filed with the Registrar of Companies for England and Wales.
Such Certificate of Incorporation has not been amended, restated, supplemented, or otherwise modified since the date of its original filing and remains in full force and effect as of July 9, 2024.
[Certificate of Incorporation attached hereto]
EXHIBIT B
Articles of Association
Cloudium Technologies plc
This Exhibit B contains a true, correct, and complete copy of the Articles of Association of Cloudium Technologies plc, as currently in effect as of July 9, 2024.
Such Articles of Association were last amended on November 3, 2022, by special resolution of the Company's stockholders at the 2022 annual general meeting, and have not been further amended, restated, supplemented, or otherwise modified since such date.
[Articles of Association attached hereto]
EXHIBIT C
Resolutions of the Board of Directors
Cloudium Technologies plc Adopted January 22, 2024
This Exhibit C contains a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of Cloudium Technologies plc at a duly convened meeting of the Board held on January 22, 2024. The following is a summary of the principal resolutions adopted:
Recitals.  WHEREAS, the Board of Directors (the "Board") of Cloudium Technologies plc (the "Company") has reviewed, considered, and discussed a proposed Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), among the Company, Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Parent"), pursuant to which Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger");
WHEREAS, the Board has received and considered the opinion of Veridian Partners LLC (delivered orally on January 21, 2024, and subsequently confirmed in writing), rendered by Monica Pressler, Managing Director of Veridian Partners LLC, to the effect that, as of the date of such opinion and based upon and subject to the assumptions, qualifications, limitations, and other matters set forth therein, the per-share merger consideration of Thirty-Six Dollars and Ninety-Two Cents ($36.92) in cash to be received by the holders of the Company's common stock (other than holders who have entered into Rollover Agreements) pursuant to the Merger Agreement is fair, from a financial point of view, to such holders (the "Fairness Opinion");
WHEREAS, the Board has reviewed and considered the terms and conditions of the Merger Agreement, including all exhibits, schedules, annexes, and ancillary agreements contemplated thereby, and has received the advice and recommendations of its legal and financial advisors with respect thereto;
WHEREAS, the Board has determined that the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement are advisable, fair to, and in the best interests of the Company and its stockholders;
Resolutions.  NOW, THEREFORE, BE IT RESOLVED, that the Merger Agreement, in substantially the form presented to the Board, together with all exhibits, schedules, and annexes thereto (including, without limitation, the form of Certificate of Merger, the form of the Surviving Corporation Certificate of Incorporation, the form of the Surviving Corporation Bylaws, the form of Letter of Transmittal, the form of Escrow Agreement, the forms of Rollover Agreements, and the forms of Voting and Support Agreements), is hereby approved and adopted in all respects, and that each of the Chief Executive Officer, the Chief Financial Officer, and the General Counsel and Secretary of the Company (each, an "Authorized Officer"), acting individually or collectively, is hereby authorized and directed to execute and deliver the Merger Agreement on behalf of the Company, with such changes, modifications, and amendments thereto as the Authorized Officer or Authorized Officers executing the same may approve (such execution to constitute conclusive evidence of such approval);
RESOLVED FURTHER, that the Board hereby recommends that the holders of the Company's common stock approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, at a special meeting of stockholders to be duly called and held for such purpose;
RESOLVED FURTHER, that each Authorized Officer is hereby authorized and directed to cause to be prepared and filed with the Securities and Exchange Commission a definitive proxy statement on Schedule 14A, together with all amendments and supplements thereto, and all other filings, reports, and materials required by the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, in connection with the solicitation of proxies for the special meeting of stockholders;
RESOLVED FURTHER, that each Authorized Officer is hereby authorized and empowered, acting individually or collectively, to take all actions and to execute and deliver all agreements, instruments, certificates, documents, notices, filings, and other writings as such Authorized Officer or Authorized Officers may deem necessary, appropriate, or desirable in order to consummate the Merger and the other transactions contemplated by the Merger Agreement, including, without limitation, the filing of the Certificate of Merger with the Secretary of State of the State of Delaware;
RESOLVED FURTHER, that the Company and each Authorized Officer is hereby authorized and directed to use commercially reasonable efforts to cooperate with and assist Parent and Merger Sub in connection with the arrangement of the debt financing contemplated by the Merger Agreement, including the financing to be provided by Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC, all as and to the extent required by Section 6.14 of the Merger Agreement, and that each Authorized Officer is hereby authorized to take such actions and execute such instruments and documents as may be reasonably requested by Parent in connection therewith;
RESOLVED FURTHER, that each Authorized Officer is hereby authorized and directed to cause the Company, at or immediately prior to the effective time of the Merger, to repay in full all outstanding indebtedness of the Company under that certain Credit Agreement, dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time), among the Company, the lenders party thereto, and Atlas Commercial Lending Corp., as administrative agent, in an aggregate principal amount (together with accrued and unpaid interest, prepayment premiums, breakage costs, and other amounts payable thereunder) of approximately Eight Hundred Twenty Million Dollars ($820,000,000), or such other amount as may be outstanding at the effective time of the Merger, all in accordance with the payoff letter to be delivered in connection therewith and the terms of the Merger Agreement; and
RESOLVED FURTHER, that each Authorized Officer is hereby authorized, empowered, and directed, in the name and on behalf of the Company, to take such further actions, and to execute and deliver such further agreements, instruments, certificates, documents, and other writings, as such Authorized Officer may deem necessary, appropriate, or desirable to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated hereby and by the Merger Agreement, the taking of any such action and the execution and delivery of any such agreement, instrument, certificate, document, or writing to constitute conclusive evidence of the approval thereof by the Board.
[Full text of Board Resolutions, including signature pages and secretary's certification of resolutions, attached hereto]
EXHIBIT D
Incumbency Certificate
Cloudium Technologies plc Dated: July 9, 2024
The undersigned, Nadia Chowdhury, General Counsel and Secretary of Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company Number 09734521) (the "Company"), hereby certifies that each of the persons named below holds the office of the Company set forth opposite his or her name, that each such person is duly authorized to execute and deliver documents, agreements, certificates, and instruments on behalf of the Company in connection with the Agreement and Plan of Merger, dated as of January 22, 2024, among the Company, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP, and the transactions contemplated thereby, and that the specimen signature set forth opposite each such person's name is the true and genuine signature of such person.
The undersigned hereby certifies that each of the above-named persons held the office set forth opposite his or her name on the date of execution of the Merger Agreement and each applicable ancillary agreement and document delivered in connection therewith, and continues to hold such office as of the date of this Incumbency Certificate. The specimen signature set forth opposite each such person's name is the true and genuine signature of such person.
This Incumbency Certificate is delivered in connection with the closing of the transactions contemplated by the Merger Agreement, and may be relied upon by Parent and Merger Sub (and their respective affiliates, representatives, and counsel) in connection therewith.
CLOUDIUM TECHNOLOGIES PLC
By: ________
Name: Nadia Chowdhury
Title: General Counsel and Secretary
Date: July 9, 2024
Name | Title
Jonathan Hargrove | Chief Executive Officer
Sienna Whitfield | Chief Financial Officer
Nadia Chowdhury | General Counsel and Secretary
Douglas Pemberton | Independent Board Chair
Name | Title | Specimen Signature
Jonathan Hargrove | Chief Executive Officer | _______
Sienna Whitfield | Chief Financial Officer | _______
Nadia Chowdhury | General Counsel and Secretary | _______
Douglas Pemberton | Independent Board Chair | _______

SECRETARY'S CERTIFICATE OF CLOUDIUM TECHNOLOGIES PLC

CLOUDIUM TECHNOLOGIES PLC

CLOUDIUM TECHNOLOGIES PLC

EXHIBIT A

EXHIBIT B

EXHIBIT C

EXHIBIT D

CLOUDIUM TECHNOLOGIES PLC

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