SECRETARY'S CERTIFICATE OF STRATOS MERGER SUB INC.
July 9, 2024
This Secretary's Certificate (this "Certificate") of Stratos Merger Sub Inc., a Delaware corporation ("Merger Sub"), is delivered in connection with the 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, a public limited company incorporated under the laws of England and Wales (registered number 08571243) (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 Delaware limited partnership ("Parent"), and in connection with the closing of the transactions contemplated by the Merger Agreement (the "Closing"), which Closing is occurring on the date hereof.
Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
1. Identification of Certifying Officer
The undersigned, Priya S. Narayanan, hereby certifies that she is the duly elected, qualified, and acting Secretary of Stratos Merger Sub Inc., a corporation duly organized and validly existing under the laws of the State of Delaware, with its registered office located at 1209 Orange Street, Wilmington, Delaware 19801, and its principal executive office located at 280 Park Avenue, 34th Floor, New York, New York 10017.
Merger Sub was incorporated under the Delaware General Corporation Law (as amended from time to time, the "DGCL") on January 8, 2024, and was assigned Delaware Secretary of State File No. 7923841. Merger Sub's sole stockholder is Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (EIN: 87-4523190) ("Parent"), which holds all of the issued and outstanding shares of capital stock of Merger Sub.
The undersigned is authorized to execute and deliver this Certificate on behalf of Merger Sub in connection with the Closing under the Merger Agreement, and the undersigned has personal knowledge of the matters set forth herein or has made due inquiry with respect thereto, and hereby certifies as follows:
2. Certificate of Incorporation
Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Stratos Merger Sub Inc. (the "Certificate of Incorporation"), as filed with the Secretary of State of the State of Delaware on January 8, 2024, under File No. 7923841, in accordance with the provisions of the DGCL.
The Certificate of Incorporation has not been amended, restated, supplemented, or otherwise modified in any respect since its original filing with the Secretary of State of the State of Delaware on January 8, 2024, and remains in full force and effect as of the date hereof. No certificate of amendment, restated certificate of incorporation, certificate of correction, or any other instrument effecting any change to the Certificate of Incorporation has been filed with the Secretary of State of the State of Delaware, and no action has been taken or authorized by the Board of Directors or the sole stockholder of Merger Sub to effect any such amendment, restatement, supplement, or modification.
Merger Sub was formed under the DGCL solely for the purpose of effectuating the reverse triangular merger of Merger Sub with and into Cloudium Technologies plc, as contemplated by the Merger Agreement, with the Company surviving the Merger as a wholly owned subsidiary of Parent (the "Merger"). Since its incorporation, Merger Sub has not conducted any business, acquired any assets, or incurred any liabilities other than as contemplated by or incidental to the Merger Agreement and the transactions contemplated thereby.
3. Bylaws
Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Stratos Merger Sub Inc. (the "Bylaws"), as adopted by the sole incorporator of Merger Sub on January 8, 2024, and subsequently ratified by the sole director of Merger Sub.
The Bylaws have not been amended, restated, supplemented, or otherwise modified in any respect since their initial adoption on January 8, 2024, and remain in full force and effect as of the date hereof. No action has been taken or authorized by the Board of Directors, any committee thereof, or the sole stockholder of Merger Sub to effect any amendment, restatement, supplement, or modification of the Bylaws.
4. Board Consent (Resolutions of the Board of Directors)
Attached hereto as Exhibit C is a true, correct, and complete copy of the Unanimous Written Consent of the Sole Director of Stratos Merger Sub Inc. in Lieu of an Organizational Meeting and Special Meeting, dated January 22, 2024 (the "Board Consent"), executed by the sole director of Merger Sub in accordance with Section 141(f) of the DGCL and the Bylaws of Merger Sub.
The Board Consent, among other things, authorized and approved the following actions:
(a) the execution, delivery, and performance by Merger Sub of the Merger Agreement and each of the ancillary documents, agreements, instruments, and certificates to which Merger Sub is or will be a party in connection with the transactions contemplated by the Merger Agreement, including without limitation the Certificate of Merger, the Paying Agent Agreement, the Escrow Agreement, and any other transaction documents required to be executed by Merger Sub;
(b) the merger of Merger Sub with and into Cloudium Technologies plc, pursuant to which Merger Sub shall be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"), all upon the terms and subject to the conditions set forth in the Merger Agreement;
(c) the preparation, execution, and filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL, and the taking of all actions necessary to cause the Merger to become effective at the Effective Time (as defined in the Merger Agreement);
(d) the taking of all actions necessary, proper, or desirable, or as may be required by applicable law, to consummate and make effective the transactions contemplated by the Merger Agreement and each of the ancillary documents and agreements contemplated thereby, including the satisfaction of all conditions precedent to the obligations of Merger Sub under the Merger Agreement; and
(e) the authorization of the officers of Merger Sub to execute and deliver, in the name and on behalf of Merger Sub, any and all documents, instruments, agreements, certificates, and other papers, and to take any and all actions, as such officers may deem necessary, appropriate, or advisable in order to carry out the intent and accomplish the purposes of the foregoing resolutions and the transactions contemplated by the Merger Agreement, the execution of any such document or the taking of any such action to be conclusive evidence of such officer's approval thereof.
The Board Consent has not been amended, modified, supplemented, rescinded, or revoked in any respect and remains in full force and effect as of the date hereof. No other resolutions or written consents have been adopted or executed by the Board of Directors of Merger Sub (or any committee thereof) relating to the Merger Agreement or any of the transactions contemplated thereby that would amend, modify, supersede, or be inconsistent with the Board Consent or the authority granted thereby. The Board Consent constitutes the only action taken by the Board of Directors of Merger Sub with respect to the Merger Agreement and the transactions contemplated thereby.
5. Stockholder Consent (Written Consent of Sole Stockholder)
Attached hereto as Exhibit D is a true, correct, and complete copy of the Written Consent of Solara Digital Infrastructure Fund VI LP, as the sole stockholder of Stratos Merger Sub Inc., dated January 22, 2024 (the "Stockholder Consent"), executed in accordance with Section 228 of the DGCL.
The Stockholder Consent approves and adopts the Merger Agreement and the transactions contemplated thereby, including the Merger, in accordance with Section 228 and Section 251 of the DGCL. Solara Digital Infrastructure Fund VI LP, as the sole stockholder of Merger Sub, is the holder of all of the issued and outstanding shares of capital stock of Merger Sub entitled to vote on the adoption of the Merger Agreement and the approval of the Merger. Accordingly, the Stockholder Consent constitutes the approval of the holders of all of the issued and outstanding shares of capital stock of Merger Sub required to adopt the Merger Agreement and approve the Merger under the DGCL and the Certificate of Incorporation and Bylaws of Merger Sub, and no further stockholder action is necessary to authorize the Merger Agreement or the consummation of the Merger.
The Stockholder Consent has not been amended, modified, supplemented, rescinded, or revoked in any respect and remains in full force and effect as of the date hereof. No other written consents or stockholder actions have been executed or taken by the sole stockholder of Merger Sub relating to the Merger Agreement or any of the transactions contemplated thereby that would amend, modify, supersede, or be inconsistent with the Stockholder Consent.
6. Incumbency Certificate
Attached hereto as Exhibit E is a true, correct, and complete incumbency certificate setting forth the name, title, and true and genuine specimen signature of each officer and director of Stratos Merger Sub Inc. who is authorized to execute and deliver the Merger Agreement, the Certificate of Merger, and any and all other documents, instruments, agreements, or certificates on behalf of Merger Sub in connection with the Closing and the consummation of the transactions contemplated by the Merger Agreement.
Set forth below is a summary of the incumbency information contained in Exhibit E:
Each of the persons listed above was duly elected or appointed to his or her respective position in accordance with the Certificate of Incorporation, the Bylaws, and applicable provisions of the DGCL, and was serving in such capacity on January 22, 2024, the date of execution of the Merger Agreement. Each such person has continued to serve in such capacity at all times since such date and continues to serve in such capacity as of the date hereof. No officer or director of Merger Sub has resigned, been removed, or otherwise ceased to hold his or her respective position since January 22, 2024. The signatures set forth opposite each such person's name in Exhibit E are the true, genuine, and authentic signatures of such person.
7. Good Standing and Existence
Merger Sub is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware as of the date hereof. Reference is made to the Certificate of Good Standing (or equivalent certificate of status) issued by the Delaware Secretary of State dated July 3, 2024, a copy of which has been delivered separately as a closing deliverable under the Merger Agreement and is incorporated herein by reference.
No proceedings have been instituted or are pending, and no petition has been filed, for the dissolution, liquidation, or winding up of Merger Sub under the DGCL or otherwise. No order, judgment, or decree has been entered by any court of competent jurisdiction or by any governmental authority directing or providing for the dissolution, liquidation, or winding up of Merger Sub.
No action has been taken or authorized by the Board of Directors or the sole stockholder of Merger Sub that would result in the dissolution, merger (other than the Merger as contemplated by the Merger Agreement), consolidation, conversion, domestication, or liquidation of Merger Sub, or the sale of all or substantially all of the assets of Merger Sub, other than as expressly contemplated by the Merger Agreement and the transactions described therein. Merger Sub has not entered into any agreement, arrangement, or understanding providing for any such dissolution, merger (other than the Merger), consolidation, conversion, domestication, or liquidation.
8. No Amendments or Conflicts
The undersigned hereby further certifies that, since the date of execution of the Merger Agreement on January 22, 2024, and through and including the date hereof:
(a) none of the Certificate of Incorporation, the Bylaws, the Board Consent, or the Stockholder Consent has been amended, modified, supplemented, restated, rescinded, or revoked in any respect, and each remains in full force and effect;
(b) no resolutions, written consents, or other actions have been adopted, executed, or taken by the Board of Directors (or any committee thereof) or the sole stockholder of Merger Sub that conflict with, are inconsistent with, or would limit, restrict, or impair the authority granted by the Board Consent or the Stockholder Consent to any officer, director, or authorized representative of Merger Sub to execute, deliver, and perform the Merger Agreement and the other transaction documents contemplated thereby, or to consummate the Merger and the other transactions contemplated by the Merger Agreement;
(c) no event has occurred, and no condition exists, that would render any of the resolutions or authorizations set forth in the Board Consent or the Stockholder Consent void, voidable, or unenforceable; and
(d) the execution, delivery, and performance by Merger Sub of the Merger Agreement and the consummation by Merger Sub of the transactions contemplated thereby, including the Merger, do not and will not (i) violate, conflict with, or result in a breach of any provision of the Certificate of Incorporation or the Bylaws of Merger Sub, (ii) violate any resolution or written consent adopted or executed by the Board of Directors or the sole stockholder of Merger Sub, or (iii) require any consent, approval, authorization, or other action by, or filing with or notification to, the Board of Directors or the sole stockholder of Merger Sub that has not been obtained, made, or given.
9. Reliance
This Certificate is being delivered by the undersigned in her capacity as Secretary of Merger Sub pursuant to the requirements of the Merger Agreement, and specifically in satisfaction of the conditions to Closing set forth therein. The undersigned acknowledges and confirms that each of Parent, the Company, Meridian Atlantic Bank, N.A. (in its capacity as Administrative Agent under the Credit Agreement entered into in connection with the financing of the transactions contemplated by the Merger Agreement), Cobalt Trust Company (in its capacity as Escrow Agent under the Escrow Agreement entered into in connection with the Merger Agreement), and each other party to the transactions contemplated by the Merger Agreement, and their respective counsel, will rely upon the accuracy, completeness, and truthfulness of this Certificate and each of the exhibits attached hereto in connection with the Closing and the consummation of the transactions contemplated by the Merger Agreement. The undersigned has made all inquiries and investigations that the undersigned considers necessary or appropriate for the purpose of delivering this Certificate.
This Certificate may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Certificate by electronic transmission (including by .pdf file) shall be effective as delivery of a manually executed counterpart hereof.
[Signature Page Follows]
SIGNATURE PAGE TO SECRETARY'S CERTIFICATE OF STRATOS MERGER SUB INC.
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate as of the date first written above.
STRATOS MERGER SUB INC.
By: ________
Name: Priya S. Narayanan
Title: Secretary
Date: July 9, 2024
The undersigned, Marcus R. Castellano, Sole Director of Stratos Merger Sub Inc., hereby confirms that Priya S. Narayanan is the duly elected, qualified, and acting Secretary of Stratos Merger Sub Inc. and that the signature set forth above is her true and genuine signature.
________________________________________
Name: Marcus R. Castellano
Title: Sole Director
Date: July 9, 2024
EXHIBIT LIST
Exhibit A — Certificate of Incorporation of Stratos Merger Sub Inc. (filed January 8, 2024, with the Secretary of State of the State of Delaware, File No. 7923841)
Exhibit B — Bylaws of Stratos Merger Sub Inc. (adopted January 8, 2024)
Exhibit C — Unanimous Written Consent of the Sole Director of Stratos Merger Sub Inc. (dated January 22, 2024)
Exhibit D — Written Consent of Solara Digital Infrastructure Fund VI LP, as Sole Stockholder of Stratos Merger Sub Inc. (dated January 22, 2024)
Exhibit E — Incumbency Certificate of Officers and Directors of Stratos Merger Sub Inc.
Each exhibit referenced above is attached to this Certificate and incorporated herein by reference. In the event of any conflict between the terms of this Certificate and any exhibit attached hereto, the terms of the applicable exhibit shall control with respect to the matters addressed therein.
| Name | Title | Specimen Signature |
| Marcus R. Castellano | Sole Director | ________ |
| James T. Whitfield | President | ________ |
| Priya S. Narayanan | Secretary | ________ |
| David L. Cheng | Treasurer | ________ |