1041-00003 · Solara Digital Infrastructure LP · Closing

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UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

CLOUDIUM TECHNOLOGIES PLC

(as the Surviving Corporation)

IN LIEU OF AN ORGANIZATIONAL MEETING

Adopted Effective as of 11:59 PM Eastern Time on July 9, 2024 (the "Effective Time")

The undersigned, constituting all of the members of the board of directors (the "Board") of Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) (the "Surviving Corporation" or the "Company"), acting by unanimous written consent in lieu of an organizational meeting pursuant to the applicable provisions of the Delaware General Corporation Law (the "DGCL"), the Amended and Restated Certificate of Incorporation of the Surviving Corporation (as filed with the Secretary of State of the State of Delaware on July 9, 2024, the "Charter"), and the Bylaws of the Surviving Corporation (as adopted effective as of the Effective Time, the "Bylaws"), do hereby adopt the following recitals and resolutions:

RECITALS

WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, Stratos Merger Sub Inc., a Delaware corporation (DE File No. 7923841) ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (EIN: 87-4523190) ("Parent" or "Solara"), Merger Sub was merged with and into Cloudium Technologies plc (the "Merger"), with Cloudium Technologies plc surviving the Merger as the Surviving Corporation;

WHEREAS, the Merger became effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware at 11:59 PM Eastern Time on July 9, 2024 (such date and time, the "Effective Time");

WHEREAS, as a result of the Merger, Cloudium Technologies plc survived the Merger as a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, subject to the rollover equity interests described herein;

WHEREAS, Section 2.5(a) of the Merger Agreement provides that, at the Effective Time, the directors of the Surviving Corporation shall be the individuals designated by Parent, each to serve until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation, or removal in accordance with the Charter and the Bylaws;

WHEREAS, this unanimous written consent constitutes the initial action of the Board following the Effective Time;

WHEREAS, the Charter and the Bylaws, each effective as of the Effective Time, and the applicable provisions of the DGCL, including without limitation Section 141(f) of the DGCL, permit the Board to take action by unanimous written consent in lieu of a meeting, provided that such consent is signed by all members of the Board; and

WHEREAS, the Board desires to take the actions set forth herein in connection with the organization of the Surviving Corporation following the consummation of the Merger.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:

1. APPOINTMENT OF DIRECTORS

The Board acknowledges and confirms that, pursuant to Section 2.5(a) of the Merger Agreement, Solara Digital Infrastructure Fund VI LP has designated the following individuals to serve as the initial directors of the Surviving Corporation, effective as of the Effective Time:

RESOLVED, that each of the foregoing individuals is hereby confirmed and acknowledged as an initial director of the Surviving Corporation, effective as of the Effective Time, each to serve until his or her respective successor is duly elected or appointed and qualified, or until his or her earlier death, resignation, or removal in accordance with the Charter and the Bylaws of the Surviving Corporation; and it is further

RESOLVED, that the Board acknowledges that each of the foregoing individuals has consented to serve as a director of the Surviving Corporation and has been determined by Parent to be qualified to serve in such capacity.

2. DESIGNATION OF CHAIRMAN OF THE BOARD

RESOLVED, that Marcus Elliston is hereby designated as Chairman of the Board of Directors of the Surviving Corporation, to serve in such capacity at the pleasure of the Board until his successor is duly designated or until his earlier death, resignation, or removal from such position; and it is further

RESOLVED, that the Chairman of the Board shall preside at all meetings of the Board and shall have such other powers and duties as may be prescribed by the Board, the Charter, or the Bylaws from time to time.

3. APPOINTMENT OF OFFICERS

RESOLVED, that the Board acknowledges that the appointment of the initial officers of the Surviving Corporation, including without limitation the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel and Secretary, and such other officers as may be deemed necessary or appropriate, shall be addressed by a separate unanimous written consent of the Board of Directors of even date herewith (the "Officer Appointment Consent"), and that the Officer Appointment Consent is hereby incorporated herein by reference for all purposes; and it is further

RESOLVED, that the officers appointed pursuant to the Officer Appointment Consent shall have such powers and duties as are set forth therein, subject in all cases to the provisions of the Charter, the Bylaws, and applicable law.

4. RATIFICATION OF MERGER AND TRANSACTION DOCUMENTS

RESOLVED, that the Board hereby ratifies and confirms, on behalf of the Surviving Corporation, all actions taken by the Company, its officers, its directors, and its authorized representatives in connection with the consummation of the transactions contemplated by the Merger Agreement, including without limitation the following:

(a) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware at 11:59 PM Eastern Time on July 9, 2024, and all ancillary filings and notifications made in connection therewith;

(b) the adoption of the Amended and Restated Certificate of Incorporation of the Surviving Corporation, in the form attached hereto as Exhibit A, effective upon filing with the Secretary of State of the State of Delaware on July 9, 2024;

(c) the adoption of the Bylaws of the Surviving Corporation, in the form attached hereto as Exhibit B, effective as of the Effective Time;

(d) the payment of the merger consideration of approximately $36.92 per share in cash to each holder of shares of Cloudium common stock outstanding immediately prior to the Effective Time (other than holders who have entered into rollover agreements with Parent and holders of shares held in treasury or owned by the Company or any of its wholly owned subsidiaries), resulting in an aggregate transaction value of approximately $6,800,000,000 (the "Deal Value");

(e) the deposit of $544,000,000 (representing 8% of the Deal Value) into the indemnity escrow account established with Cobalt Trust Company, 100 Wall Street, New York, NY 10005 (Attention: Laura Ng, Vice President, Escrow Services) (the "Escrow Agent"), pursuant to the terms and conditions of the Escrow Agreement referenced below;

(f) the execution and delivery of the Escrow Agreement, dated as of July 9, 2024, among Solara Digital Infrastructure Fund VI LP (as Parent), Cobalt Trust Company (as Escrow Agent), and Douglas Pemberton (as Stockholder Representative), governing the terms and conditions of the indemnity escrow, including the release schedule and claims procedures set forth therein;

(g) the execution and delivery of the Credit Agreement, dated as of July 9, 2024, among the Surviving Corporation (as Borrower), Meridian Atlantic Bank, N.A., 383 Madison Avenue, New York, NY 10179 (as Administrative Agent), Ironclad Capital Markets LLC, 200 West Street, New York, NY 10282 (as Co-Arranger), and the lenders party thereto from time to time, providing for (i) a $3,740,000,000 Term Loan B facility bearing interest at the Secured Overnight Financing Rate ("SOFR") plus 325 basis points per annum, maturing on July 9, 2031, and (ii) a $500,000,000 Revolving Credit Facility bearing interest at SOFR plus 275 basis points per annum, maturing on July 9, 2029, together with all schedules, exhibits, annexes, and ancillary documents executed in connection therewith (collectively, the "Credit Agreement");

(h) the execution and delivery of the Guarantee and Collateral Agreement, dated as of July 9, 2024, made by the Surviving Corporation and certain of its subsidiaries, as guarantors, in favor of Meridian Atlantic Bank, N.A., as collateral agent for the benefit of the secured parties under the Credit Agreement, and the granting of the security interests and liens contemplated thereby;

(i) the execution and delivery of the Intercreditor Agreement, dated as of July 9, 2024, among Meridian Atlantic Bank, N.A. (in its capacities as administrative agent and collateral agent), the Surviving Corporation, and the other parties signatory thereto;

(j) the repayment in full at closing of $820,000,000 of existing indebtedness owed to Atlas Commercial Lending Corp. (consisting of (i) $620,000,000 outstanding under the term loan facility, and (ii) $200,000,000 drawn under the revolving credit facility, in each case pursuant to the credit agreement, dated as of March 15, 2021, among Cloudium Technologies plc, Atlas Commercial Lending Corp., as administrative agent, and the lenders party thereto), together with all accrued and unpaid interest, fees, premiums, and other amounts due and payable in connection with such repayment;

(k) the filing of UCC-3 termination statements and the release of all liens, security interests, pledges, and encumbrances of Atlas Commercial Lending Corp. against the assets and properties of the Company and its subsidiaries, and the receipt of payoff letters, lien release documentation, and such other instruments of discharge as were required to evidence the full satisfaction and termination of such indebtedness;

(l) the execution and delivery of the Rollover Agreement, dated as of January 22, 2024, between Solara Digital Infrastructure Fund VI LP and Jonathan Hargrove, pursuant to which Mr. Hargrove agreed to roll over 50% of his 4.2% equity stake in the Company (representing approximately $142,814,544 in rollover equity value) into equity securities of the Surviving Corporation;

(m) the execution and delivery of the Rollover Agreement, dated as of January 22, 2024, between Solara Digital Infrastructure Fund VI LP and Pinnacle Growth Ventures LLC, pursuant to which Pinnacle Growth Ventures LLC agreed to roll over 60% of its 11.6% equity stake in the Company (representing approximately $473,241,408 in rollover equity value) into equity securities of the Surviving Corporation; and

(n) the delisting of Cloudium Technologies plc common stock (Nasdaq ticker symbol: CLDM) from the Nasdaq Global Select Market, including the filing of the Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) with the Securities and Exchange Commission on July 10, 2024, and all related notifications to the Nasdaq Stock Market LLC.

RESOLVED FURTHER, that all actions taken, agreements executed, documents delivered, and filings made by or on behalf of the Company, its officers, its directors, and its authorized representatives prior to the Effective Time in connection with the foregoing matters are hereby ratified, confirmed, and approved in all respects as the authorized acts and deeds of the Company.

5. RATIFICATION OF SURVIVING CORPORATION ORGANIZATIONAL DOCUMENTS

RESOLVED, that the Board hereby ratifies, adopts, and approves the Amended and Restated Certificate of Incorporation of the Surviving Corporation, in the form attached hereto as Exhibit A, as filed with the Secretary of State of the State of Delaware on July 9, 2024, effective as of the Effective Time, as the certificate of incorporation of the Surviving Corporation governing the affairs of the Company from and after the Effective Time; and it is further

RESOLVED, that the Board hereby ratifies, adopts, and approves the Bylaws of the Surviving Corporation, in the form attached hereto as Exhibit B, effective as of 11:59 PM Eastern Time on July 9, 2024, as the bylaws of the Surviving Corporation governing the affairs of the Company from and after the Effective Time; and it is further

RESOLVED, that the Secretary of the Surviving Corporation is hereby authorized and directed to insert copies of the Charter and the Bylaws in the minute book of the Surviving Corporation.

6. AUTHORIZATION OF POST-CLOSING ACTIONS

RESOLVED, that the officers of the Surviving Corporation, and each of them acting alone, are hereby authorized and directed to take any and all actions, and to execute and deliver any and all documents, instruments, agreements, and certificates, as such officers may deem necessary, appropriate, or advisable to carry out the purposes and intent of the foregoing resolutions and to consummate the post-closing administrative matters required in connection with the Merger, including without limitation the following:

(a) cooperation with Cascade Corporate Services Inc., 6201 15th Avenue, Brooklyn, NY 11219 (the "Transfer Agent"), in its capacity as exchange agent, paying agent, and transfer agent, in connection with the preparation, mailing, and distribution of Letters of Transmittal to former holders of Cloudium common stock, and the exchange of shares of Cloudium common stock for the applicable merger consideration (including the processing of book-entry transfers, the cancellation of stock certificates, and the issuance of payments to eligible stockholders);

(b) cooperation with Cobalt Trust Company, in its capacity as Escrow Agent, in connection with the administration of the indemnity escrow established pursuant to the Escrow Agreement, including the scheduled release of $272,000,000 from escrow on July 9, 2025 (the first anniversary of the Effective Time) and the release of the remaining escrow funds (net of amounts subject to pending and unresolved indemnification claims) on January 9, 2026, in each case in accordance with the terms and conditions of the Escrow Agreement;

(c) the filing, or causing to be filed, of all reports, notices, forms, and other documents required by or to be filed with the United States Securities and Exchange Commission (the "SEC"), including without limitation the filing of Form 15 (Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934), for the purpose of terminating the registration of Cloudium common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, and suspending all reporting obligations of the Company under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended; and

(d) the preparation, execution, and filing of any and all other filings, registrations, notifications, applications, certificates, or other documents required by applicable federal, state, local, or foreign law, regulation, or rule in connection with the consummation of the Merger, the organization of the Surviving Corporation, or the transactions contemplated by the Merger Agreement or any of the ancillary transaction documents.

RESOLVED FURTHER, that each officer of the Surviving Corporation is hereby authorized to delegate any of the foregoing authorities to such other employees, agents, or representatives of the Company as such officer may deem appropriate.

7. DESIGNATION OF REGISTERED AGENT AND REGISTERED OFFICE

RESOLVED, that the registered office of the Surviving Corporation in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801, in the County of New Castle, and the registered agent of the Surviving Corporation at such address shall be National Registered Agents Inc.; and it is further

RESOLVED, that the officers of the Surviving Corporation are hereby authorized and directed to execute, file, and deliver any and all documents and instruments necessary to effect or confirm the foregoing designation, including any required filings with the Secretary of State of the State of Delaware.

8. FISCAL YEAR

RESOLVED, that the fiscal year of the Surviving Corporation shall end on September 30 of each year, consistent with the historical fiscal year end of Cloudium Technologies plc prior to the Merger; and it is further

RESOLVED, that the first fiscal year of the Surviving Corporation following the Effective Time shall be the fiscal year ending September 30, 2024, and all financial books and records of the Surviving Corporation shall be maintained on such fiscal year basis.

9. INDEMNIFICATION OF DIRECTORS AND OFFICERS

RESOLVED, that the Surviving Corporation shall indemnify, defend, and hold harmless each current and future director and officer of the Surviving Corporation, and each person who serves at the request of the Surviving Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, to the fullest extent permitted by applicable law, including without limitation the DGCL, and as set forth in the Charter, against any and all losses, claims, damages, liabilities, judgments, fines, penalties, amounts paid in settlement, and reasonable expenses (including attorneys' fees and disbursements) actually and reasonably incurred by such person in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, by reason of the fact that such person is or was a director, officer, employee, or agent of the Surviving Corporation or is or was serving at the request of the Surviving Corporation in any such capacity; and it is further

RESOLVED, that the Surviving Corporation shall advance expenses (including attorneys' fees and disbursements) to each director and officer of the Surviving Corporation in connection with defending any such action, suit, or proceeding, to the fullest extent permitted by applicable law and the Charter, upon receipt of an undertaking by or on behalf of such director or officer to repay such amounts if it shall ultimately be determined that such person is not entitled to be indemnified by the Surviving Corporation; and it is further

RESOLVED, that the Surviving Corporation shall maintain directors' and officers' liability insurance with respect to the directors and officers of the Surviving Corporation in accordance with the Merger Agreement, including without limitation the six-year tail insurance policy provisions set forth in Section 6.7 of the Merger Agreement, and that the officers of the Surviving Corporation are hereby authorized and directed to take all actions necessary to procure, maintain, and administer such insurance policies.

10. GENERAL AUTHORIZATION

RESOLVED, that the proper officers of the Surviving Corporation, and each of them acting alone, with full power of substitution and resubstitution, are hereby authorized, empowered, and directed, in the name and on behalf of the Surviving Corporation, to take all such further actions and to execute, deliver, file, and record all such further documents, instruments, agreements, certificates, and other writings as they may deem necessary, appropriate, or advisable to effectuate the purposes and intent of each of the foregoing resolutions, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such officer's determination that such document or action is necessary, appropriate, or advisable; and it is further

RESOLVED, that all actions heretofore taken by any officer, director, employee, or authorized representative of the Surviving Corporation, or of Cloudium Technologies plc or Stratos Merger Sub Inc. prior to the Effective Time, in connection with the matters contemplated by the foregoing resolutions, including without limitation the negotiation, execution, and delivery of the Merger Agreement and all ancillary agreements, certificates, and instruments, the consummation of the Merger, and the satisfaction of all conditions precedent to the closing of the Merger, are hereby ratified, confirmed, and approved in all respects as the authorized acts and deeds of the Surviving Corporation.

11. EFFECTIVENESS AND COUNTERPARTS

This Unanimous Written Consent is effective as of 11:59 PM Eastern Time on July 9, 2024, and shall constitute the action of the Board of Directors of the Surviving Corporation without the necessity of a meeting, pursuant to Section 141(f) of the DGCL, the Charter, and the Bylaws.

This Unanimous Written Consent may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) signature pages), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Unanimous Written Consent by facsimile or electronic transmission (including .pdf) shall be effective as delivery of a manually executed counterpart.

This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Surviving Corporation and shall be maintained in the minute book of the Surviving Corporation.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF CLOUDIUM TECHNOLOGIES PLC (as the Surviving Corporation)

IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of the Surviving Corporation, have executed this Unanimous Written Consent as of the date set forth below, effective as of 11:59 PM Eastern Time on July 9, 2024.

________________________________________

Marcus Elliston Director and Chairman of the Board

Date: July 9, 2024

________________________________________

Priya Narasimhan Director

Date: July 9, 2024

________________________________________

Jonathan Hargrove Director

Date: July 9, 2024

________________________________________

Evelyn Carmichael Director

Date: July 9, 2024

EXHIBITS

Exhibit A — Amended and Restated Certificate of Incorporation of Cloudium Technologies plc (as Surviving Corporation), as filed with the Secretary of State of the State of Delaware on July 9, 2024.

[Attached separately]

Exhibit B — Bylaws of the Surviving Corporation, adopted effective as of 11:59 PM Eastern Time on July 9, 2024.

[Attached separately]

No.	Name	Title / Affiliation	Address
1.	Marcus Elliston	Founder & Managing Partner, Solara Digital Infrastructure LP	1200 Market Street, Suite 3400, Wilmington, DE 19801
2.	Priya Narasimhan	Co-Managing Partner & Chief Investment Officer, Solara Digital Infrastructure LP	1200 Market Street, Suite 3400, Wilmington, DE 19801
3.	Jonathan Hargrove	Chief Executive Officer of Cloudium Technologies plc (continuing post-closing as a rollover equity participant; holding 4.2% of pre-merger outstanding shares, with 50% rolled into equity of the Surviving Corporation (~$142,814,544))	600 Townsend Street, Suite 800, San Francisco, CA 94103
4.	Evelyn Carmichael	Managing Member, Pinnacle Growth Ventures LLC (rollover equity investor; Pinnacle rolled 60% of its 11.6% stake (~$473,241,408) into equity of the Surviving Corporation)	777 Third Avenue, 28th Floor, New York, NY 10017

UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF
CLOUDIUM TECHNOLOGIES PLC
(as the Surviving Corporation)
IN LIEU OF AN ORGANIZATIONAL MEETING
Adopted Effective as of 11:59 PM Eastern Time on July 9, 2024 (the "Effective Time")
The undersigned, constituting all of the members of the board of directors (the "Board") of Cloudium Technologies plc, a public limited company incorporated under the laws of England and Wales (Company No. 09734521) (the "Surviving Corporation" or the "Company"), acting by unanimous written consent in lieu of an organizational meeting pursuant to the applicable provisions of the Delaware General Corporation Law (the "DGCL"), the Amended and Restated Certificate of Incorporation of the Surviving Corporation (as filed with the Secretary of State of the State of Delaware on July 9, 2024, the "Charter"), and the Bylaws of the Surviving Corporation (as adopted effective as of the Effective Time, the "Bylaws"), do hereby adopt the following recitals and resolutions:
RECITALS
WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), among Cloudium Technologies plc, Stratos Merger Sub Inc., a Delaware corporation (DE File No. 7923841) ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (EIN: 87-4523190) ("Parent" or "Solara"), Merger Sub was merged with and into Cloudium Technologies plc (the "Merger"), with Cloudium Technologies plc surviving the Merger as the Surviving Corporation;
WHEREAS, the Merger became effective upon the filing of the Certificate of Merger with the Secretary of State of the State of Delaware at 11:59 PM Eastern Time on July 9, 2024 (such date and time, the "Effective Time");
WHEREAS, as a result of the Merger, Cloudium Technologies plc survived the Merger as a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, subject to the rollover equity interests described herein;
WHEREAS, Section 2.5(a) of the Merger Agreement provides that, at the Effective Time, the directors of the Surviving Corporation shall be the individuals designated by Parent, each to serve until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation, or removal in accordance with the Charter and the Bylaws;
WHEREAS, this unanimous written consent constitutes the initial action of the Board following the Effective Time;
WHEREAS, the Charter and the Bylaws, each effective as of the Effective Time, and the applicable provisions of the DGCL, including without limitation Section 141(f) of the DGCL, permit the Board to take action by unanimous written consent in lieu of a meeting, provided that such consent is signed by all members of the Board; and
WHEREAS, the Board desires to take the actions set forth herein in connection with the organization of the Surviving Corporation following the consummation of the Merger.
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:
1. APPOINTMENT OF DIRECTORS
The Board acknowledges and confirms that, pursuant to Section 2.5(a) of the Merger Agreement, Solara Digital Infrastructure Fund VI LP has designated the following individuals to serve as the initial directors of the Surviving Corporation, effective as of the Effective Time:
RESOLVED, that each of the foregoing individuals is hereby confirmed and acknowledged as an initial director of the Surviving Corporation, effective as of the Effective Time, each to serve until his or her respective successor is duly elected or appointed and qualified, or until his or her earlier death, resignation, or removal in accordance with the Charter and the Bylaws of the Surviving Corporation; and it is further
RESOLVED, that the Board acknowledges that each of the foregoing individuals has consented to serve as a director of the Surviving Corporation and has been determined by Parent to be qualified to serve in such capacity.
2. DESIGNATION OF CHAIRMAN OF THE BOARD
RESOLVED, that Marcus Elliston is hereby designated as Chairman of the Board of Directors of the Surviving Corporation, to serve in such capacity at the pleasure of the Board until his successor is duly designated or until his earlier death, resignation, or removal from such position; and it is further
RESOLVED, that the Chairman of the Board shall preside at all meetings of the Board and shall have such other powers and duties as may be prescribed by the Board, the Charter, or the Bylaws from time to time.
3. APPOINTMENT OF OFFICERS
RESOLVED, that the Board acknowledges that the appointment of the initial officers of the Surviving Corporation, including without limitation the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, General Counsel and Secretary, and such other officers as may be deemed necessary or appropriate, shall be addressed by a separate unanimous written consent of the Board of Directors of even date herewith (the "Officer Appointment Consent"), and that the Officer Appointment Consent is hereby incorporated herein by reference for all purposes; and it is further
RESOLVED, that the officers appointed pursuant to the Officer Appointment Consent shall have such powers and duties as are set forth therein, subject in all cases to the provisions of the Charter, the Bylaws, and applicable law.
4. RATIFICATION OF MERGER AND TRANSACTION DOCUMENTS
RESOLVED, that the Board hereby ratifies and confirms, on behalf of the Surviving Corporation, all actions taken by the Company, its officers, its directors, and its authorized representatives in connection with the consummation of the transactions contemplated by the Merger Agreement, including without limitation the following:
(a) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware at 11:59 PM Eastern Time on July 9, 2024, and all ancillary filings and notifications made in connection therewith;
(b) the adoption of the Amended and Restated Certificate of Incorporation of the Surviving Corporation, in the form attached hereto as Exhibit A, effective upon filing with the Secretary of State of the State of Delaware on July 9, 2024;
(c) the adoption of the Bylaws of the Surviving Corporation, in the form attached hereto as Exhibit B, effective as of the Effective Time;
(d) the payment of the merger consideration of approximately $36.92 per share in cash to each holder of shares of Cloudium common stock outstanding immediately prior to the Effective Time (other than holders who have entered into rollover agreements with Parent and holders of shares held in treasury or owned by the Company or any of its wholly owned subsidiaries), resulting in an aggregate transaction value of approximately $6,800,000,000 (the "Deal Value");
(e) the deposit of $544,000,000 (representing 8% of the Deal Value) into the indemnity escrow account established with Cobalt Trust Company, 100 Wall Street, New York, NY 10005 (Attention: Laura Ng, Vice President, Escrow Services) (the "Escrow Agent"), pursuant to the terms and conditions of the Escrow Agreement referenced below;
(f) the execution and delivery of the Escrow Agreement, dated as of July 9, 2024, among Solara Digital Infrastructure Fund VI LP (as Parent), Cobalt Trust Company (as Escrow Agent), and Douglas Pemberton (as Stockholder Representative), governing the terms and conditions of the indemnity escrow, including the release schedule and claims procedures set forth therein;
(g) the execution and delivery of the Credit Agreement, dated as of July 9, 2024, among the Surviving Corporation (as Borrower), Meridian Atlantic Bank, N.A., 383 Madison Avenue, New York, NY 10179 (as Administrative Agent), Ironclad Capital Markets LLC, 200 West Street, New York, NY 10282 (as Co-Arranger), and the lenders party thereto from time to time, providing for (i) a $3,740,000,000 Term Loan B facility bearing interest at the Secured Overnight Financing Rate ("SOFR") plus 325 basis points per annum, maturing on July 9, 2031, and (ii) a $500,000,000 Revolving Credit Facility bearing interest at SOFR plus 275 basis points per annum, maturing on July 9, 2029, together with all schedules, exhibits, annexes, and ancillary documents executed in connection therewith (collectively, the "Credit Agreement");
(h) the execution and delivery of the Guarantee and Collateral Agreement, dated as of July 9, 2024, made by the Surviving Corporation and certain of its subsidiaries, as guarantors, in favor of Meridian Atlantic Bank, N.A., as collateral agent for the benefit of the secured parties under the Credit Agreement, and the granting of the security interests and liens contemplated thereby;
(i) the execution and delivery of the Intercreditor Agreement, dated as of July 9, 2024, among Meridian Atlantic Bank, N.A. (in its capacities as administrative agent and collateral agent), the Surviving Corporation, and the other parties signatory thereto;
(j) the repayment in full at closing of $820,000,000 of existing indebtedness owed to Atlas Commercial Lending Corp. (consisting of (i) $620,000,000 outstanding under the term loan facility, and (ii) $200,000,000 drawn under the revolving credit facility, in each case pursuant to the credit agreement, dated as of March 15, 2021, among Cloudium Technologies plc, Atlas Commercial Lending Corp., as administrative agent, and the lenders party thereto), together with all accrued and unpaid interest, fees, premiums, and other amounts due and payable in connection with such repayment;
(k) the filing of UCC-3 termination statements and the release of all liens, security interests, pledges, and encumbrances of Atlas Commercial Lending Corp. against the assets and properties of the Company and its subsidiaries, and the receipt of payoff letters, lien release documentation, and such other instruments of discharge as were required to evidence the full satisfaction and termination of such indebtedness;
(l) the execution and delivery of the Rollover Agreement, dated as of January 22, 2024, between Solara Digital Infrastructure Fund VI LP and Jonathan Hargrove, pursuant to which Mr. Hargrove agreed to roll over 50% of his 4.2% equity stake in the Company (representing approximately $142,814,544 in rollover equity value) into equity securities of the Surviving Corporation;
(m) the execution and delivery of the Rollover Agreement, dated as of January 22, 2024, between Solara Digital Infrastructure Fund VI LP and Pinnacle Growth Ventures LLC, pursuant to which Pinnacle Growth Ventures LLC agreed to roll over 60% of its 11.6% equity stake in the Company (representing approximately $473,241,408 in rollover equity value) into equity securities of the Surviving Corporation; and
(n) the delisting of Cloudium Technologies plc common stock (Nasdaq ticker symbol: CLDM) from the Nasdaq Global Select Market, including the filing of the Form 25 (Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934) with the Securities and Exchange Commission on July 10, 2024, and all related notifications to the Nasdaq Stock Market LLC.
RESOLVED FURTHER, that all actions taken, agreements executed, documents delivered, and filings made by or on behalf of the Company, its officers, its directors, and its authorized representatives prior to the Effective Time in connection with the foregoing matters are hereby ratified, confirmed, and approved in all respects as the authorized acts and deeds of the Company.
5. RATIFICATION OF SURVIVING CORPORATION ORGANIZATIONAL DOCUMENTS
RESOLVED, that the Board hereby ratifies, adopts, and approves the Amended and Restated Certificate of Incorporation of the Surviving Corporation, in the form attached hereto as Exhibit A, as filed with the Secretary of State of the State of Delaware on July 9, 2024, effective as of the Effective Time, as the certificate of incorporation of the Surviving Corporation governing the affairs of the Company from and after the Effective Time; and it is further
RESOLVED, that the Board hereby ratifies, adopts, and approves the Bylaws of the Surviving Corporation, in the form attached hereto as Exhibit B, effective as of 11:59 PM Eastern Time on July 9, 2024, as the bylaws of the Surviving Corporation governing the affairs of the Company from and after the Effective Time; and it is further
RESOLVED, that the Secretary of the Surviving Corporation is hereby authorized and directed to insert copies of the Charter and the Bylaws in the minute book of the Surviving Corporation.
6. AUTHORIZATION OF POST-CLOSING ACTIONS
RESOLVED, that the officers of the Surviving Corporation, and each of them acting alone, are hereby authorized and directed to take any and all actions, and to execute and deliver any and all documents, instruments, agreements, and certificates, as such officers may deem necessary, appropriate, or advisable to carry out the purposes and intent of the foregoing resolutions and to consummate the post-closing administrative matters required in connection with the Merger, including without limitation the following:
(a) cooperation with Cascade Corporate Services Inc., 6201 15th Avenue, Brooklyn, NY 11219 (the "Transfer Agent"), in its capacity as exchange agent, paying agent, and transfer agent, in connection with the preparation, mailing, and distribution of Letters of Transmittal to former holders of Cloudium common stock, and the exchange of shares of Cloudium common stock for the applicable merger consideration (including the processing of book-entry transfers, the cancellation of stock certificates, and the issuance of payments to eligible stockholders);
(b) cooperation with Cobalt Trust Company, in its capacity as Escrow Agent, in connection with the administration of the indemnity escrow established pursuant to the Escrow Agreement, including the scheduled release of $272,000,000 from escrow on July 9, 2025 (the first anniversary of the Effective Time) and the release of the remaining escrow funds (net of amounts subject to pending and unresolved indemnification claims) on January 9, 2026, in each case in accordance with the terms and conditions of the Escrow Agreement;
(c) the filing, or causing to be filed, of all reports, notices, forms, and other documents required by or to be filed with the United States Securities and Exchange Commission (the "SEC"), including without limitation the filing of Form 15 (Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports under Sections 13 and 15(d) of the Securities Exchange Act of 1934), for the purpose of terminating the registration of Cloudium common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, and suspending all reporting obligations of the Company under Sections 13 and 15(d) of the Securities Exchange Act of 1934, as amended; and
(d) the preparation, execution, and filing of any and all other filings, registrations, notifications, applications, certificates, or other documents required by applicable federal, state, local, or foreign law, regulation, or rule in connection with the consummation of the Merger, the organization of the Surviving Corporation, or the transactions contemplated by the Merger Agreement or any of the ancillary transaction documents.
RESOLVED FURTHER, that each officer of the Surviving Corporation is hereby authorized to delegate any of the foregoing authorities to such other employees, agents, or representatives of the Company as such officer may deem appropriate.
7. DESIGNATION OF REGISTERED AGENT AND REGISTERED OFFICE
RESOLVED, that the registered office of the Surviving Corporation in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801, in the County of New Castle, and the registered agent of the Surviving Corporation at such address shall be National Registered Agents Inc.; and it is further
RESOLVED, that the officers of the Surviving Corporation are hereby authorized and directed to execute, file, and deliver any and all documents and instruments necessary to effect or confirm the foregoing designation, including any required filings with the Secretary of State of the State of Delaware.
8. FISCAL YEAR
RESOLVED, that the fiscal year of the Surviving Corporation shall end on September 30 of each year, consistent with the historical fiscal year end of Cloudium Technologies plc prior to the Merger; and it is further
RESOLVED, that the first fiscal year of the Surviving Corporation following the Effective Time shall be the fiscal year ending September 30, 2024, and all financial books and records of the Surviving Corporation shall be maintained on such fiscal year basis.
9. INDEMNIFICATION OF DIRECTORS AND OFFICERS
RESOLVED, that the Surviving Corporation shall indemnify, defend, and hold harmless each current and future director and officer of the Surviving Corporation, and each person who serves at the request of the Surviving Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, to the fullest extent permitted by applicable law, including without limitation the DGCL, and as set forth in the Charter, against any and all losses, claims, damages, liabilities, judgments, fines, penalties, amounts paid in settlement, and reasonable expenses (including attorneys' fees and disbursements) actually and reasonably incurred by such person in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and whether formal or informal, by reason of the fact that such person is or was a director, officer, employee, or agent of the Surviving Corporation or is or was serving at the request of the Surviving Corporation in any such capacity; and it is further
RESOLVED, that the Surviving Corporation shall advance expenses (including attorneys' fees and disbursements) to each director and officer of the Surviving Corporation in connection with defending any such action, suit, or proceeding, to the fullest extent permitted by applicable law and the Charter, upon receipt of an undertaking by or on behalf of such director or officer to repay such amounts if it shall ultimately be determined that such person is not entitled to be indemnified by the Surviving Corporation; and it is further
RESOLVED, that the Surviving Corporation shall maintain directors' and officers' liability insurance with respect to the directors and officers of the Surviving Corporation in accordance with the Merger Agreement, including without limitation the six-year tail insurance policy provisions set forth in Section 6.7 of the Merger Agreement, and that the officers of the Surviving Corporation are hereby authorized and directed to take all actions necessary to procure, maintain, and administer such insurance policies.
10. GENERAL AUTHORIZATION
RESOLVED, that the proper officers of the Surviving Corporation, and each of them acting alone, with full power of substitution and resubstitution, are hereby authorized, empowered, and directed, in the name and on behalf of the Surviving Corporation, to take all such further actions and to execute, deliver, file, and record all such further documents, instruments, agreements, certificates, and other writings as they may deem necessary, appropriate, or advisable to effectuate the purposes and intent of each of the foregoing resolutions, the execution and delivery of any such document or the taking of any such action to be conclusive evidence of such officer's determination that such document or action is necessary, appropriate, or advisable; and it is further
RESOLVED, that all actions heretofore taken by any officer, director, employee, or authorized representative of the Surviving Corporation, or of Cloudium Technologies plc or Stratos Merger Sub Inc. prior to the Effective Time, in connection with the matters contemplated by the foregoing resolutions, including without limitation the negotiation, execution, and delivery of the Merger Agreement and all ancillary agreements, certificates, and instruments, the consummation of the Merger, and the satisfaction of all conditions precedent to the closing of the Merger, are hereby ratified, confirmed, and approved in all respects as the authorized acts and deeds of the Surviving Corporation.
11. EFFECTIVENESS AND COUNTERPARTS
This Unanimous Written Consent is effective as of 11:59 PM Eastern Time on July 9, 2024, and shall constitute the action of the Board of Directors of the Surviving Corporation without the necessity of a meeting, pursuant to Section 141(f) of the DGCL, the Charter, and the Bylaws.
This Unanimous Written Consent may be executed in one or more counterparts (including by means of facsimile or portable document format (.pdf) signature pages), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Unanimous Written Consent by facsimile or electronic transmission (including .pdf) shall be effective as delivery of a manually executed counterpart.
This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Surviving Corporation and shall be maintained in the minute book of the Surviving Corporation.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF CLOUDIUM TECHNOLOGIES PLC (as the Surviving Corporation)
IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of the Surviving Corporation, have executed this Unanimous Written Consent as of the date set forth below, effective as of 11:59 PM Eastern Time on July 9, 2024.
________________________________________
Marcus Elliston Director and Chairman of the Board
Date: July 9, 2024
________________________________________
Priya Narasimhan Director
Date: July 9, 2024
________________________________________
Jonathan Hargrove Director
Date: July 9, 2024
________________________________________
Evelyn Carmichael Director
Date: July 9, 2024
EXHIBITS
Exhibit A — Amended and Restated Certificate of Incorporation of Cloudium Technologies plc (as Surviving Corporation), as filed with the Secretary of State of the State of Delaware on July 9, 2024.
[Attached separately]
Exhibit B — Bylaws of the Surviving Corporation, adopted effective as of 11:59 PM Eastern Time on July 9, 2024.
[Attached separately]
No. | Name | Title / Affiliation | Address
1. | Marcus Elliston | Founder & Managing Partner, Solara Digital Infrastructure LP | 1200 Market Street, Suite 3400, Wilmington, DE 19801
2. | Priya Narasimhan | Co-Managing Partner & Chief Investment Officer, Solara Digital Infrastructure LP | 1200 Market Street, Suite 3400, Wilmington, DE 19801
3. | Jonathan Hargrove | Chief Executive Officer of Cloudium Technologies plc (continuing post-closing as a rollover equity participant; holding 4.2% of pre-merger outstanding shares, with 50% rolled into equity of the Surviving Corporation (~$142,814,544)) | 600 Townsend Street, Suite 800, San Francisco, CA 94103
4. | Evelyn Carmichael | Managing Member, Pinnacle Growth Ventures LLC (rollover equity investor; Pinnacle rolled 60% of its 11.6% stake (~$473,241,408) into equity of the Surviving Corporation) | 777 Third Avenue, 28th Floor, New York, NY 10017

UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

CLOUDIUM TECHNOLOGIES PLC

IN LIEU OF AN ORGANIZATIONAL MEETING

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