1041-00003 · Solara Digital Infrastructure LP · Closing

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SECRETARY'S CERTIFICATE

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

Delivered July 9, 2024

In Connection with the Agreement and Plan of Merger, dated as of January 22, 2024, among

Cloudium Technologies plc (Company No. 09734521),

Stratos Merger Sub Inc.,

and

Solara Digital Infrastructure Fund VI LP

Calderwood & Harkness LLP Matter No. 1041-00003

SECRETARY'S CERTIFICATE

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

The undersigned hereby certifies that he is a duly authorized representative of Solara Fund VI GP LLC, a Delaware limited liability company (the "General Partner"), acting in its capacity as the sole general partner of Solara Digital Infrastructure Fund VI LP, a limited partnership duly formed and validly existing under the laws of the State of Delaware ("Fund VI" or the "Partnership"). The principal office of Fund VI is located at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Fund VI's federal Employer Identification Number is 87-4523190.

This Secretary's Certificate (this "Certificate") is delivered as of July 9, 2024, at the closing (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 prior to the date hereof, the "Merger Agreement"), 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 under the laws of the State of Delaware ("Merger Sub"), and (iii) Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI").

The General Partner is a Delaware limited liability company and serves as the sole general partner of Fund VI. The undersigned is authorized by the General Partner to deliver this Certificate pursuant to Section 8.02(d) of the Merger Agreement as a condition precedent to the obligations of the Company to consummate the Merger (as defined in the Merger Agreement) at the Closing. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.

In connection with the foregoing, the undersigned hereby certifies as follows:

1. Limited Partnership Agreement

The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure Fund VI LP, dated as of March 15, 2022 (the "Partnership Agreement"), as currently in full force and effect as of the date hereof. The Partnership Agreement has not been further amended, modified, supplemented, restated, or otherwise changed in any respect since the date of its most recent amendment, and no action has been taken or authorized to amend, modify, supplement, or restate the Partnership Agreement. The Partnership Agreement remains in full force and effect as of the date hereof and constitutes the sole and complete limited partnership agreement governing Fund VI.

The Partnership Agreement authorizes the General Partner to manage the business and affairs of Fund VI and to act on behalf of Fund VI in connection with, among other things, acquisitions, dispositions, investments, the execution and delivery of transaction documents, and all related matters. Without limiting the generality of the foregoing, the Partnership Agreement authorizes the General Partner to cause Fund VI to enter into and perform its obligations under the Merger Agreement, the Equity Commitment Letter (as defined below), the Limited Guarantee (as defined below), the Rollover Agreements (as defined below), the Escrow Agreement (as defined below), the Co-Investment Agreement (as defined below), the Credit Agreement (as defined below), the Guarantee and Collateral Agreement, the Intercreditor Agreement, and all other ancillary documents, instruments, certificates, and agreements contemplated thereby or related thereto. For reference, Fund VI is a vintage 2022 fund with aggregate committed capital of approximately $12.4 billion and a stated investment focus in enterprise software, cloud infrastructure, data analytics, and SaaS platforms.

2. Resolutions of the General Partner

The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the resolutions (the "GP Resolutions") duly adopted by Solara Fund VI GP LLC, in its capacity as the sole general partner of Fund VI, dated as of January 22, 2024.

The GP Resolutions were duly adopted in accordance with the organizational documents of Solara Fund VI GP LLC and the Partnership Agreement and were effective as of the date of their adoption. The GP Resolutions authorize the execution, delivery, and performance by Fund VI (acting through the General Partner) of each of the following documents and instruments, and the consummation of the transactions contemplated thereby:

(a) 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, pursuant to which Stratos Merger Sub Inc. will merge with and into the Company in a reverse triangular merger, with the Company surviving as a wholly owned subsidiary of Fund VI, at a per-share cash consideration of $36.92 per share with respect to 184,200,000 shares of the Company's common stock outstanding, representing an aggregate transaction value of approximately $6,800,000,000;

(b) the Equity Commitment Letter, dated January 22, 2024, from Fund VI to Stratos Merger Sub Inc., pursuant to which Fund VI has committed to contribute cash equity in the aggregate amount of $2,832,888,096 to Merger Sub to fund, in part, the aggregate merger consideration, working capital adjustments, and transaction expenses in connection with the Closing;

(c) the Limited Guarantee, dated January 22, 2024, from Solara Fund VI GP LLC in favor of Cloudium Technologies plc, in the maximum aggregate amount of $246,000,000, comprising (i) $221,000,000 in respect of the termination fee payable under Section 9.03(b) of the Merger Agreement and (ii) $25,000,000 in respect of enforcement costs and expenses;

(d) the Rollover Agreements, including:

(i) the Rollover Agreement with Jonathan Hargrove, Chief Executive Officer of the Company, pursuant to which Mr. Hargrove has agreed to roll over 50% of his 7,736,400 shares of the Company's common stock (representing approximately 3,868,200 shares) into equity interests in Fund VI's post-closing holding vehicle, at an implied value of approximately $142,814,544 based on the per-share merger consideration of $36.92; and

(ii) the Rollover Agreement with Pinnacle Growth Ventures LLC, pursuant to which Pinnacle Growth Ventures LLC has agreed to roll over 60% of its 21,367,200 shares of the Company's common stock (representing approximately 12,820,320 shares) into equity interests in Fund VI's post-closing holding vehicle, at an implied value of approximately $473,241,408 based on the per-share merger consideration of $36.92;

(e) the Escrow Agreement among Fund VI, Cobalt Trust Company, a national banking association (as escrow agent), and Douglas Pemberton (as Stockholder Representative), providing for the deposit of $544,000,000 (representing approximately 8% of the aggregate deal value) into an escrow account maintained by the escrow agent to satisfy potential post-closing purchase price adjustment obligations and indemnification claims;

(f) the Co-Investment Agreement between Fund VI and Solara Digital Co-Invest VI-A LP, a Delaware limited partnership (the "Co-Invest Vehicle"), pursuant to which the Co-Invest Vehicle has committed to co-invest $425,000,000 alongside Fund VI in connection with the transactions contemplated by the Merger Agreement;

(g) the Credit Agreement, dated as of July 9, 2024, among Cloudium Technologies plc (as Borrower), Meridian Atlantic Bank, N.A. (as Administrative Agent), Ironclad Capital Markets LLC (as Co-Arranger), and the several lenders from time to time party thereto, providing for (i) a $3,740,000,000 senior secured first lien Term Loan B facility and (ii) a $500,000,000 senior secured first lien Revolving Credit Facility, in each case on the terms and subject to the conditions set forth therein;

(h) the Guarantee and Collateral Agreement, the Intercreditor Agreement, and all other ancillary security documents, guarantees, pledge agreements, and related instruments executed in connection with the Credit Agreement; and

(i) all other ancillary documents, instruments, certificates, and agreements contemplated by or related to any of the foregoing that the authorized signatories of Fund VI, acting through the General Partner, deem necessary or desirable to consummate the transactions contemplated by the Merger Agreement.

The GP Resolutions have not been rescinded, amended, revoked, modified, or superseded in any respect since the date of their adoption and remain in full force and effect as of the date hereof. No other or further resolutions have been adopted by the General Partner that would modify, supersede, or conflict with the GP Resolutions in any respect.

The GP Resolutions further authorize any authorized signatory identified therein (including each of the persons identified in Section 5 below, each acting singly) to execute and deliver, on behalf of Fund VI and the General Partner, such further documents, certificates, instruments, consents, and agreements, and to take such further actions, as may be necessary or desirable to consummate the transactions contemplated by the Merger Agreement and the other transaction documents referenced above.

3. Formation and Good Standing

The undersigned hereby certifies as follows with respect to the formation and good standing of Fund VI, the General Partner, and Merger Sub:

(a) Fund VI. Solara Digital Infrastructure Fund VI LP is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Fund VI was formed by the filing of a Certificate of Limited Partnership with the Secretary of State of the State of Delaware on February 28, 2022. A Certificate of Good Standing with respect to Fund VI was issued by the Secretary of State of the State of Delaware on July 3, 2024, and a copy thereof has been separately delivered to counsel for the Company in connection with the Closing. Fund VI's registered agent in the State of Delaware is National Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.

(b) General Partner. Solara Fund VI GP LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. Solara Fund VI GP LLC serves as the sole general partner of Fund VI and has full power and authority to act on behalf of Fund VI in all respects as provided in the Partnership Agreement.

(c) Merger Sub. Stratos Merger Sub Inc. is a corporation duly incorporated under the laws of the State of Delaware. Stratos Merger Sub Inc. was incorporated on January 8, 2024, and is on file with the Delaware Secretary of State under File No. 7923841. Fund VI is the sole stockholder of Stratos Merger Sub Inc. Merger Sub was formed solely for the purpose of consummating the Merger and has not engaged in any business activities other than those incidental to its formation and the transactions contemplated by the Merger Agreement.

4. No Proceedings

The undersigned hereby certifies that no proceeding for the dissolution, liquidation, insolvency, receivership, conservatorship, or winding up of Fund VI or the General Partner has been instituted, is currently pending, or, to the knowledge of the undersigned (after due inquiry), has been threatened by any person or entity. Neither Fund VI nor the General Partner has taken any action to authorize or effect any dissolution, liquidation, or winding up, and no such action is currently contemplated.

5. Incumbency

The undersigned hereby certifies that the following persons are the duly authorized officers, representatives, and signatories of Solara Fund VI GP LLC, in its capacity as the sole general partner of Fund VI, who are authorized to execute and deliver documents on behalf of Fund VI in connection with the transactions contemplated by the Merger Agreement. The signatures set forth opposite their respective names below are their true and genuine signatures:

Each of the foregoing persons held his or her respective position as set forth above on the signing date of the Merger Agreement (January 22, 2024) and continues to hold such position as of the date hereof (July 9, 2024). Each of the foregoing persons is duly authorized to execute, on behalf of Fund VI (acting through the General Partner), any and all documents, certificates, instruments, consents, and agreements to be delivered by Fund VI in connection with the Closing of the transactions contemplated by the Merger Agreement. Each of the foregoing persons is authorized to act singly in executing and delivering any such documents, and the signature of any one of such persons shall be sufficient to bind Fund VI with respect to any document executed or delivered in connection with the transactions contemplated by the Merger Agreement.

6. Limited Partner Consents; Conditions Precedent

The undersigned hereby further certifies as follows:

(a) The Partnership Agreement does not require the consent or approval of any limited partner of Fund VI for the transactions contemplated by the Merger Agreement that has not been duly obtained prior to the date hereof. Solara Digital Infrastructure Fund VI LP is a vintage 2022 fund with approximately $12.4 billion of aggregate committed capital. To the extent that any consent or approval of limited partners or any advisory committee of Fund VI was required under the Partnership Agreement or any side letter agreement in connection with the transactions contemplated by the Merger Agreement, all such requisite consents and approvals have been duly obtained prior to the date hereof in accordance with the terms and conditions of the Partnership Agreement and any applicable side letter agreements.

(b) All conditions precedent to the obligations of Fund VI under the Merger Agreement, the Equity Commitment Letter, and the other transaction documents to which Fund VI is a party have been satisfied or, to the extent permitted by the terms thereof, waived as of the date hereof, and there are no conditions to Closing that remain unsatisfied or unwaived as of the date hereof.

7. Reliance; Benefit

This Certificate is being delivered pursuant to Section 8.02(d) of the Merger Agreement as a condition precedent to the obligations of Cloudium Technologies plc to consummate the Merger at the Closing. This Certificate may be relied upon by each of the following parties (and their respective successors and permitted assigns) in connection with the consummation of the transactions contemplated by the Merger Agreement and the other transaction documents:

(a) Cloudium Technologies plc, the Company;

(b) Meridian Atlantic Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement;

(d) Ridgeway Phelps & Sato LLP, as counsel to the Company;

(e) Winthrop & Hale LLP, as counsel to the Administrative Agent and the lenders under the Credit Agreement; and

(f) such other parties as may be entitled to rely upon this Certificate pursuant to the terms of the Merger Agreement or any other transaction document.

This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. This Certificate may be executed in counterparts (including by electronic transmission in .pdf format), each of which shall constitute an original, and all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of July 9, 2024, and certifies under penalty of perjury that the foregoing certifications are true and correct in all respects.

SOLARA FUND VI GP LLC, in its capacity as sole general partner of Solara Digital Infrastructure Fund VI LP

By: ________

Name: Marcus Elliston

Title: Founder & Managing Partner, Solara Digital Infrastructure LP; Authorized Signatory of Solara Fund VI GP LLC

Date: July 9, 2024

EXHIBIT A

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

Attached hereto is a true, correct, and complete copy of the Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership, dated as of March 15, 2022, as currently in full force and effect.

Key reference information (as set forth in the body of this Certificate):

• Partnership Name: Solara Digital Infrastructure Fund VI LP

• Jurisdiction of Formation: State of Delaware

• General Partner: Solara Fund VI GP LLC, a Delaware limited liability company

• GP of the GP Chain: Solara Digital GP LLC (general partner of Solara Digital Infrastructure LP, the ultimate sponsor entity)

• Vintage Year: 2022

• Aggregate Committed Capital: $12.4 billion

• Investment Focus: Enterprise software, cloud infrastructure, data analytics, and SaaS platforms

• Platform Investments Across Funds IV–VI: 14

[The full text of the Amended and Restated Agreement of Limited Partnership is attached behind this page.]

EXHIBIT B

RESOLUTIONS OF SOLARA FUND VI GP LLC

AS SOLE GENERAL PARTNER OF

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

Dated January 22, 2024

Attached hereto is a true, correct, and complete copy of the Resolutions of Solara Fund VI GP LLC, a Delaware limited liability company, acting in its capacity as the sole general partner of Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership, duly adopted as of January 22, 2024.

Summary of Key Authorizations Contained in the GP Resolutions:

WHEREAS recitals reference: the acquisition of Cloudium Technologies plc (Nasdaq: CLDM), a Nasdaq-listed cloud-based enterprise software company incorporated under the laws of England and Wales (Company No. 09734521), with 184,200,000 shares of common stock outstanding; the reverse triangular merger structure under the Delaware General Corporation Law ("DGCL") pursuant to which Stratos Merger Sub Inc. will merge with and into Cloudium, with Cloudium surviving as a wholly owned subsidiary of Fund VI; total enterprise deal value of approximately $6,800,000,000; per-share cash consideration of $36.92; closing expected to occur following receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and approval of the United Kingdom Competition and Markets Authority (the "UK CMA").

RESOLVED provisions authorize:

• Execution and delivery of the Agreement and Plan of Merger ($6,800,000,000 reverse triangular merger)

• Equity Commitment Letter ($2,832,888,096 cash equity commitment from Fund VI to Merger Sub)

• Limited Guarantee ($246,000,000, comprising $221,000,000 termination fee plus $25,000,000 enforcement costs)

• Rollover Agreements with Jonathan Hargrove (CEO) and Pinnacle Growth Ventures LLC

• Escrow Agreement ($544,000,000 with Cobalt Trust Company)

• Co-Investment Agreement ($425,000,000 with Solara Digital Co-Invest VI-A LP)

• Debt Commitment Letter ($4,240,000,000 from Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC)

• Credit Agreement ($3,740,000,000 Term Loan B and $500,000,000 Revolving Credit Facility)

• Guarantee and Collateral Agreement, Intercreditor Agreement, and all ancillary documents

• Authorization of Marcus Elliston and Priya Narasimhan (each acting singly) to execute all documents on behalf of Fund VI through the General Partner

[The full text of the GP Resolutions is attached behind this page.]

Name	Title	Specimen Signature
Marcus Elliston	Founder & Managing Partner, Solara Digital Infrastructure LP; Authorized Signatory of Solara Fund VI GP LLC	_______
Priya Narasimhan	Co-Managing Partner & Chief Investment Officer, Solara Digital Infrastructure LP; Authorized Signatory of Solara Fund VI GP LLC	_______

SECRETARY'S CERTIFICATE
OF
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP
Delivered July 9, 2024
In Connection with the Agreement and Plan of Merger, dated as of January 22, 2024, among
Cloudium Technologies plc (Company No. 09734521),
Stratos Merger Sub Inc.,
and
Solara Digital Infrastructure Fund VI LP
Calderwood & Harkness LLP Matter No. 1041-00003
SECRETARY'S CERTIFICATE
OF
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP
The undersigned hereby certifies that he is a duly authorized representative of Solara Fund VI GP LLC, a Delaware limited liability company (the "General Partner"), acting in its capacity as the sole general partner of Solara Digital Infrastructure Fund VI LP, a limited partnership duly formed and validly existing under the laws of the State of Delaware ("Fund VI" or the "Partnership"). The principal office of Fund VI is located at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Fund VI's federal Employer Identification Number is 87-4523190.
This Secretary's Certificate (this "Certificate") is delivered as of July 9, 2024, at the closing (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 prior to the date hereof, the "Merger Agreement"), 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 under the laws of the State of Delaware ("Merger Sub"), and (iii) Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI").
The General Partner is a Delaware limited liability company and serves as the sole general partner of Fund VI. The undersigned is authorized by the General Partner to deliver this Certificate pursuant to Section 8.02(d) of the Merger Agreement as a condition precedent to the obligations of the Company to consummate the Merger (as defined in the Merger Agreement) at the Closing. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
In connection with the foregoing, the undersigned hereby certifies as follows:
1. Limited Partnership Agreement
The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure Fund VI LP, dated as of March 15, 2022 (the "Partnership Agreement"), as currently in full force and effect as of the date hereof. The Partnership Agreement has not been further amended, modified, supplemented, restated, or otherwise changed in any respect since the date of its most recent amendment, and no action has been taken or authorized to amend, modify, supplement, or restate the Partnership Agreement. The Partnership Agreement remains in full force and effect as of the date hereof and constitutes the sole and complete limited partnership agreement governing Fund VI.
The Partnership Agreement authorizes the General Partner to manage the business and affairs of Fund VI and to act on behalf of Fund VI in connection with, among other things, acquisitions, dispositions, investments, the execution and delivery of transaction documents, and all related matters. Without limiting the generality of the foregoing, the Partnership Agreement authorizes the General Partner to cause Fund VI to enter into and perform its obligations under the Merger Agreement, the Equity Commitment Letter (as defined below), the Limited Guarantee (as defined below), the Rollover Agreements (as defined below), the Escrow Agreement (as defined below), the Co-Investment Agreement (as defined below), the Credit Agreement (as defined below), the Guarantee and Collateral Agreement, the Intercreditor Agreement, and all other ancillary documents, instruments, certificates, and agreements contemplated thereby or related thereto. For reference, Fund VI is a vintage 2022 fund with aggregate committed capital of approximately $12.4 billion and a stated investment focus in enterprise software, cloud infrastructure, data analytics, and SaaS platforms.
2. Resolutions of the General Partner
The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the resolutions (the "GP Resolutions") duly adopted by Solara Fund VI GP LLC, in its capacity as the sole general partner of Fund VI, dated as of January 22, 2024.
The GP Resolutions were duly adopted in accordance with the organizational documents of Solara Fund VI GP LLC and the Partnership Agreement and were effective as of the date of their adoption. The GP Resolutions authorize the execution, delivery, and performance by Fund VI (acting through the General Partner) of each of the following documents and instruments, and the consummation of the transactions contemplated thereby:
(a) 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, pursuant to which Stratos Merger Sub Inc. will merge with and into the Company in a reverse triangular merger, with the Company surviving as a wholly owned subsidiary of Fund VI, at a per-share cash consideration of $36.92 per share with respect to 184,200,000 shares of the Company's common stock outstanding, representing an aggregate transaction value of approximately $6,800,000,000;
(b) the Equity Commitment Letter, dated January 22, 2024, from Fund VI to Stratos Merger Sub Inc., pursuant to which Fund VI has committed to contribute cash equity in the aggregate amount of $2,832,888,096 to Merger Sub to fund, in part, the aggregate merger consideration, working capital adjustments, and transaction expenses in connection with the Closing;
(c) the Limited Guarantee, dated January 22, 2024, from Solara Fund VI GP LLC in favor of Cloudium Technologies plc, in the maximum aggregate amount of $246,000,000, comprising (i) $221,000,000 in respect of the termination fee payable under Section 9.03(b) of the Merger Agreement and (ii) $25,000,000 in respect of enforcement costs and expenses;
(d) the Rollover Agreements, including:
(i) the Rollover Agreement with Jonathan Hargrove, Chief Executive Officer of the Company, pursuant to which Mr. Hargrove has agreed to roll over 50% of his 7,736,400 shares of the Company's common stock (representing approximately 3,868,200 shares) into equity interests in Fund VI's post-closing holding vehicle, at an implied value of approximately $142,814,544 based on the per-share merger consideration of $36.92; and
(ii) the Rollover Agreement with Pinnacle Growth Ventures LLC, pursuant to which Pinnacle Growth Ventures LLC has agreed to roll over 60% of its 21,367,200 shares of the Company's common stock (representing approximately 12,820,320 shares) into equity interests in Fund VI's post-closing holding vehicle, at an implied value of approximately $473,241,408 based on the per-share merger consideration of $36.92;
(e) the Escrow Agreement among Fund VI, Cobalt Trust Company, a national banking association (as escrow agent), and Douglas Pemberton (as Stockholder Representative), providing for the deposit of $544,000,000 (representing approximately 8% of the aggregate deal value) into an escrow account maintained by the escrow agent to satisfy potential post-closing purchase price adjustment obligations and indemnification claims;
(f) the Co-Investment Agreement between Fund VI and Solara Digital Co-Invest VI-A LP, a Delaware limited partnership (the "Co-Invest Vehicle"), pursuant to which the Co-Invest Vehicle has committed to co-invest $425,000,000 alongside Fund VI in connection with the transactions contemplated by the Merger Agreement;
(g) the Credit Agreement, dated as of July 9, 2024, among Cloudium Technologies plc (as Borrower), Meridian Atlantic Bank, N.A. (as Administrative Agent), Ironclad Capital Markets LLC (as Co-Arranger), and the several lenders from time to time party thereto, providing for (i) a $3,740,000,000 senior secured first lien Term Loan B facility and (ii) a $500,000,000 senior secured first lien Revolving Credit Facility, in each case on the terms and subject to the conditions set forth therein;
(h) the Guarantee and Collateral Agreement, the Intercreditor Agreement, and all other ancillary security documents, guarantees, pledge agreements, and related instruments executed in connection with the Credit Agreement; and
(i) all other ancillary documents, instruments, certificates, and agreements contemplated by or related to any of the foregoing that the authorized signatories of Fund VI, acting through the General Partner, deem necessary or desirable to consummate the transactions contemplated by the Merger Agreement.
The GP Resolutions have not been rescinded, amended, revoked, modified, or superseded in any respect since the date of their adoption and remain in full force and effect as of the date hereof. No other or further resolutions have been adopted by the General Partner that would modify, supersede, or conflict with the GP Resolutions in any respect.
The GP Resolutions further authorize any authorized signatory identified therein (including each of the persons identified in Section 5 below, each acting singly) to execute and deliver, on behalf of Fund VI and the General Partner, such further documents, certificates, instruments, consents, and agreements, and to take such further actions, as may be necessary or desirable to consummate the transactions contemplated by the Merger Agreement and the other transaction documents referenced above.
3. Formation and Good Standing
The undersigned hereby certifies as follows with respect to the formation and good standing of Fund VI, the General Partner, and Merger Sub:
(a) Fund VI. Solara Digital Infrastructure Fund VI LP is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware. Fund VI was formed by the filing of a Certificate of Limited Partnership with the Secretary of State of the State of Delaware on February 28, 2022. A Certificate of Good Standing with respect to Fund VI was issued by the Secretary of State of the State of Delaware on July 3, 2024, and a copy thereof has been separately delivered to counsel for the Company in connection with the Closing. Fund VI's registered agent in the State of Delaware is National Registered Agents Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.
(b) General Partner. Solara Fund VI GP LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware. Solara Fund VI GP LLC serves as the sole general partner of Fund VI and has full power and authority to act on behalf of Fund VI in all respects as provided in the Partnership Agreement.
(c) Merger Sub. Stratos Merger Sub Inc. is a corporation duly incorporated under the laws of the State of Delaware. Stratos Merger Sub Inc. was incorporated on January 8, 2024, and is on file with the Delaware Secretary of State under File No. 7923841. Fund VI is the sole stockholder of Stratos Merger Sub Inc. Merger Sub was formed solely for the purpose of consummating the Merger and has not engaged in any business activities other than those incidental to its formation and the transactions contemplated by the Merger Agreement.
4. No Proceedings
The undersigned hereby certifies that no proceeding for the dissolution, liquidation, insolvency, receivership, conservatorship, or winding up of Fund VI or the General Partner has been instituted, is currently pending, or, to the knowledge of the undersigned (after due inquiry), has been threatened by any person or entity. Neither Fund VI nor the General Partner has taken any action to authorize or effect any dissolution, liquidation, or winding up, and no such action is currently contemplated.
5. Incumbency
The undersigned hereby certifies that the following persons are the duly authorized officers, representatives, and signatories of Solara Fund VI GP LLC, in its capacity as the sole general partner of Fund VI, who are authorized to execute and deliver documents on behalf of Fund VI in connection with the transactions contemplated by the Merger Agreement. The signatures set forth opposite their respective names below are their true and genuine signatures:
Each of the foregoing persons held his or her respective position as set forth above on the signing date of the Merger Agreement (January 22, 2024) and continues to hold such position as of the date hereof (July 9, 2024). Each of the foregoing persons is duly authorized to execute, on behalf of Fund VI (acting through the General Partner), any and all documents, certificates, instruments, consents, and agreements to be delivered by Fund VI in connection with the Closing of the transactions contemplated by the Merger Agreement. Each of the foregoing persons is authorized to act singly in executing and delivering any such documents, and the signature of any one of such persons shall be sufficient to bind Fund VI with respect to any document executed or delivered in connection with the transactions contemplated by the Merger Agreement.
6. Limited Partner Consents; Conditions Precedent
The undersigned hereby further certifies as follows:
(a) The Partnership Agreement does not require the consent or approval of any limited partner of Fund VI for the transactions contemplated by the Merger Agreement that has not been duly obtained prior to the date hereof. Solara Digital Infrastructure Fund VI LP is a vintage 2022 fund with approximately $12.4 billion of aggregate committed capital. To the extent that any consent or approval of limited partners or any advisory committee of Fund VI was required under the Partnership Agreement or any side letter agreement in connection with the transactions contemplated by the Merger Agreement, all such requisite consents and approvals have been duly obtained prior to the date hereof in accordance with the terms and conditions of the Partnership Agreement and any applicable side letter agreements.
(b) All conditions precedent to the obligations of Fund VI under the Merger Agreement, the Equity Commitment Letter, and the other transaction documents to which Fund VI is a party have been satisfied or, to the extent permitted by the terms thereof, waived as of the date hereof, and there are no conditions to Closing that remain unsatisfied or unwaived as of the date hereof.
7. Reliance; Benefit
This Certificate is being delivered pursuant to Section 8.02(d) of the Merger Agreement as a condition precedent to the obligations of Cloudium Technologies plc to consummate the Merger at the Closing. This Certificate may be relied upon by each of the following parties (and their respective successors and permitted assigns) in connection with the consummation of the transactions contemplated by the Merger Agreement and the other transaction documents:
(a) Cloudium Technologies plc, the Company;
(b) Meridian Atlantic Bank, N.A., in its capacity as Administrative Agent under the Credit Agreement;
(c) Cobalt Trust Company, in its capacity as Escrow Agent under the Escrow Agreement;
(d) Ridgeway Phelps & Sato LLP, as counsel to the Company;
(e) Winthrop & Hale LLP, as counsel to the Administrative Agent and the lenders under the Credit Agreement; and
(f) such other parties as may be entitled to rely upon this Certificate pursuant to the terms of the Merger Agreement or any other transaction document.
This Certificate shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. This Certificate may be executed in counterparts (including by electronic transmission in .pdf format), each of which shall constitute an original, and all of which together shall constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of July 9, 2024, and certifies under penalty of perjury that the foregoing certifications are true and correct in all respects.
SOLARA FUND VI GP LLC, in its capacity as sole general partner of Solara Digital Infrastructure Fund VI LP
By: ________
Name: Marcus Elliston
Title: Founder & Managing Partner, Solara Digital Infrastructure LP; Authorized Signatory of Solara Fund VI GP LLC
Date: July 9, 2024
EXHIBIT A
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP
Attached hereto is a true, correct, and complete copy of the Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership, dated as of March 15, 2022, as currently in full force and effect.
Key reference information (as set forth in the body of this Certificate):
•  Partnership Name: Solara Digital Infrastructure Fund VI LP
•  Jurisdiction of Formation: State of Delaware
•  General Partner: Solara Fund VI GP LLC, a Delaware limited liability company
•  GP of the GP Chain: Solara Digital GP LLC (general partner of Solara Digital Infrastructure LP, the ultimate sponsor entity)
•  Vintage Year: 2022
•  Aggregate Committed Capital: $12.4 billion
•  Investment Focus: Enterprise software, cloud infrastructure, data analytics, and SaaS platforms
•  Platform Investments Across Funds IV–VI: 14
[The full text of the Amended and Restated Agreement of Limited Partnership is attached behind this page.]
EXHIBIT B
RESOLUTIONS OF SOLARA FUND VI GP LLC
AS SOLE GENERAL PARTNER OF
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP
Dated January 22, 2024
Attached hereto is a true, correct, and complete copy of the Resolutions of Solara Fund VI GP LLC, a Delaware limited liability company, acting in its capacity as the sole general partner of Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership, duly adopted as of January 22, 2024.
Summary of Key Authorizations Contained in the GP Resolutions:
WHEREAS recitals reference: the acquisition of Cloudium Technologies plc (Nasdaq: CLDM), a Nasdaq-listed cloud-based enterprise software company incorporated under the laws of England and Wales (Company No. 09734521), with 184,200,000 shares of common stock outstanding; the reverse triangular merger structure under the Delaware General Corporation Law ("DGCL") pursuant to which Stratos Merger Sub Inc. will merge with and into Cloudium, with Cloudium surviving as a wholly owned subsidiary of Fund VI; total enterprise deal value of approximately $6,800,000,000; per-share cash consideration of $36.92; closing expected to occur following receipt of clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and approval of the United Kingdom Competition and Markets Authority (the "UK CMA").
RESOLVED provisions authorize:
•  Execution and delivery of the Agreement and Plan of Merger ($6,800,000,000 reverse triangular merger)
•  Equity Commitment Letter ($2,832,888,096 cash equity commitment from Fund VI to Merger Sub)
•  Limited Guarantee ($246,000,000, comprising $221,000,000 termination fee plus $25,000,000 enforcement costs)
•  Rollover Agreements with Jonathan Hargrove (CEO) and Pinnacle Growth Ventures LLC
•  Escrow Agreement ($544,000,000 with Cobalt Trust Company)
•  Co-Investment Agreement ($425,000,000 with Solara Digital Co-Invest VI-A LP)
•  Debt Commitment Letter ($4,240,000,000 from Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC)
•  Credit Agreement ($3,740,000,000 Term Loan B and $500,000,000 Revolving Credit Facility)
•  Guarantee and Collateral Agreement, Intercreditor Agreement, and all ancillary documents
•  Authorization of Marcus Elliston and Priya Narasimhan (each acting singly) to execute all documents on behalf of Fund VI through the General Partner
[The full text of the GP Resolutions is attached behind this page.]
Name | Title | Specimen Signature
Marcus Elliston | Founder & Managing Partner, Solara Digital Infrastructure LP; Authorized Signatory of Solara Fund VI GP LLC | _______
Priya Narasimhan | Co-Managing Partner & Chief Investment Officer, Solara Digital Infrastructure LP; Authorized Signatory of Solara Fund VI GP LLC | _______

SECRETARY'S CERTIFICATE

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

SECRETARY'S CERTIFICATE

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

EXHIBIT A

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

EXHIBIT B

RESOLUTIONS OF SOLARA FUND VI GP LLC

AS SOLE GENERAL PARTNER OF

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP

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