1041-00003 · Solara Digital Infrastructure LP · Closing

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UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

OF CLOUDIUM TECHNOLOGIES PLC

(AS THE SURVIVING CORPORATION)

IN LIEU OF A MEETING

Effective as of July 9, 2024

The undersigned, constituting all of the members of the board of directors (the "Board of Directors" or 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 in their capacity as directors of the Surviving Corporation following the consummation of the Merger (as defined below), hereby adopt the following recitals and resolutions by unanimous written consent without a meeting, effective as of the Effective Time (as defined below), pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"), which permits any action required or permitted to be taken at any meeting of the board of directors of a corporation to be taken without a meeting if all members of the board consent thereto in writing, and pursuant to the corresponding provisions of the Amended and Restated Certificate of Incorporation of the Surviving Corporation and the Amended and Restated Bylaws of the Surviving Corporation, each as in effect as of the Effective Time (the "Certificate of Incorporation" and the "Bylaws," respectively).

RECITALS

WHEREAS, on January 22, 2024, Cloudium Technologies plc, Stratos Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Parent"), entered into that certain Agreement and Plan of Merger (as the same may have been amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), pursuant to which, among other things, Merger Sub was to merge with and into Cloudium Technologies plc, with Cloudium Technologies plc surviving the merger as a wholly owned subsidiary of Parent (the "Merger");

WHEREAS, at 11:59 PM Eastern Time on July 9, 2024, the Merger became effective upon the filing of a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL and the terms and conditions of the Merger Agreement (such date and time, the "Effective Time");

WHEREAS, at the Effective Time, Merger Sub was merged with and into Cloudium Technologies plc, the separate corporate existence of Merger Sub ceased, and Cloudium Technologies plc continued as the surviving corporation in the Merger as a wholly owned subsidiary of Parent;

WHEREAS, the initial Board of Directors of the Surviving Corporation was designated and appointed effective as of the Effective Time in accordance with Article II of the Merger Agreement and a separate Unanimous Written Consent of the Board of Directors of the Surviving Corporation, dated as of July 9, 2024, appointing the initial directors of the Surviving Corporation (the "Initial Board Consent");

WHEREAS, the undersigned constitute all of the members of the Board of Directors of the Surviving Corporation as of the Effective Time, having been duly appointed pursuant to the Merger Agreement and the Initial Board Consent;

WHEREAS, the Board of Directors desires to appoint officers of the Surviving Corporation, effective as of the Effective Time, in accordance with the provisions of Article IV of the Bylaws of the Surviving Corporation, which were adopted effective as of the Effective Time pursuant to the terms of the Merger Agreement, and to authorize such officers to take all actions necessary, advisable, or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement and the post-closing operation of the Company and its subsidiaries;

WHEREAS, Section 141(f) of the DGCL provides that, unless otherwise restricted by the certificate of incorporation or bylaws of a corporation, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee; and

WHEREAS, neither the Certificate of Incorporation nor the Bylaws restricts the authority of the Board of Directors to act by unanimous written consent in lieu of a meeting.

NOW, THEREFORE, BE IT:

RESOLUTIONS

Resolution 1: Appointment of Officers of the Surviving Corporation

RESOLVED, that, effective as of the Effective Time, the following individuals are hereby appointed to serve as officers of the Surviving Corporation in the respective capacities set forth opposite their names below, each such officer to hold office at the pleasure of the Board of Directors and to serve until his or her respective successor is duly appointed and qualified, or until his or her earlier death, resignation, or removal in accordance with the Bylaws:

RESOLVED FURTHER, that in connection with the foregoing appointments, the Board of Directors hereby notes and acknowledges the following:

(a) Jonathan Hargrove — Chief Executive Officer. Mr. Hargrove served as the Chief Executive Officer of Cloudium Technologies plc prior to the Effective Time and continues in such capacity with the Surviving Corporation. Mr. Hargrove is a rollover equity participant in connection with the Merger, having elected to roll over approximately fifty percent (50%) of his 4.2% equity stake in the Company, representing rollover equity with an aggregate value of approximately One Hundred Forty-Two Million, Eight Hundred Fourteen Thousand, Five Hundred Forty-Four Dollars ($142,814,544), into equity interests in Parent (or its designee), pursuant to the terms of the Rollover Agreement and the Equity Commitment Letter entered into in connection with the Merger Agreement. Mr. Hargrove's continuation as Chief Executive Officer of the Surviving Corporation is consistent with the rollover equity arrangements and the Non-Competition and Non-Solicitation Agreement executed by Mr. Hargrove on January 22, 2024, in connection with the signing of the Merger Agreement.

(b) Sienna Whitfield — Chief Financial Officer. Ms. Whitfield served as the Chief Financial Officer of Cloudium Technologies plc prior to the Effective Time and continues in such capacity with the Surviving Corporation. Ms. Whitfield also executed a Non-Competition and Non-Solicitation Agreement, dated January 22, 2024, in connection with the signing of the Merger Agreement, and her continued service as Chief Financial Officer is consistent with the terms and conditions thereof.

(c) Nadia Chowdhury — General Counsel and Secretary. Ms. Chowdhury is hereby appointed to serve as General Counsel and Secretary of the Surviving Corporation, effective as of the Effective Time. In her capacity as Secretary, Ms. Chowdhury shall be responsible for maintaining the corporate records and minute books of the Surviving Corporation, certifying corporate resolutions and incumbency of officers, and performing such other duties as are customarily incident to the office of Secretary and as may be assigned to her by the Board of Directors or the Chief Executive Officer from time to time.

(d) Marcus Elliston — Chairman of the Board. Mr. Elliston is the Founder and Managing Partner of Solara Digital Infrastructure LP, the general partner of Parent, with principal offices located at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Mr. Elliston is hereby appointed as Chairman of the Board of the Surviving Corporation, effective as of the Effective Time, and shall preside at all meetings of the Board of Directors and perform such other duties and have such other powers as the Bylaws or the Board of Directors may from time to time prescribe.

(e) Priya Narasimhan — Vice President. Ms. Narasimhan is the Co-Managing Partner and Chief Investment Officer of Solara Digital Infrastructure LP, the general partner of Parent. Ms. Narasimhan is hereby appointed as Vice President of the Surviving Corporation, effective as of the Effective Time, and shall have such powers and perform such duties as may be assigned to her by the Board of Directors, the Chairman of the Board, or the Chief Executive Officer from time to time.

Resolution 2: Authorization of Officers

RESOLVED, that each of the officers appointed pursuant to Resolution 1 above is hereby authorized and empowered, acting individually or jointly, to execute and deliver, in the name and on behalf of the Surviving Corporation, and under its corporate seal or otherwise, all documents, agreements, certificates, instruments, notices, consents, filings, registrations, and other papers as any such officer may deem necessary, advisable, or appropriate in connection with (i) the consummation of the transactions contemplated by the Merger Agreement and the ancillary agreements and documents related thereto, and (ii) the post-closing operation of the Company and its direct and indirect subsidiaries, including, without limitation, the following:

(a) Financing Documents. All documents, agreements, certificates, instruments, notices, and filings relating to, arising under, or required in connection with that certain Credit Agreement, dated as of July 9, 2024 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Cloudium Technologies plc, as Borrower, Meridian Atlantic Bank, N.A., as Administrative Agent, and the several lenders from time to time party thereto, providing for a senior secured term loan B facility in an aggregate principal amount of Three Billion, Seven Hundred Forty Million Dollars ($3,740,000,000) (the "Term Loan B Facility") and a senior secured revolving credit facility in an aggregate principal amount of Five Hundred Million Dollars ($500,000,000) (the "Revolving Credit Facility" and, together with the Term Loan B Facility, the "Credit Facilities"), including any joinder agreements, borrowing notices, compliance certificates, officer's certificates, solvency certificates, and related documentation;

(b) Security Documents. All documents, agreements, certificates, instruments, and filings relating to, arising under, or required in connection with that certain Guarantee and Collateral Agreement, dated as of July 9, 2024, among the Surviving Corporation, the subsidiary guarantors party thereto, and Meridian Atlantic Bank, N.A., as Collateral Agent, including any pledge supplements, intellectual property security agreements, deposit account control agreements, securities account control agreements, mortgage instruments, and related perfection documentation;

(c) Post-Closing Regulatory Filings. All filings, notices, certifications, and communications with any governmental authority or regulatory body, including, without limitation:

(i) the filing of 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 (the "SEC") in connection with the delisting of the Company's ordinary shares from The Nasdaq Global Select Market;

(ii) the filing of Form 15 (Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or of the Duty to File Reports under Section 13 and 15(d) of the Securities Exchange Act of 1934) with the SEC in connection with the deregistration and suspension of reporting obligations of the Company;

(iii) all other filings, certifications, or notices as may be required or advisable under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

(d) State and Foreign Filings. All filings, certificates, reports, registrations, and notices with the Secretary of State of the State of Delaware, the Companies House of England and Wales, and any other state, local, or foreign governmental authority, as may be necessary or advisable in connection with the Merger, the ongoing corporate existence and good standing of the Surviving Corporation, or the conduct of its business;

(e) Payoff and Lien Release Documents. All documents, agreements, certificates, instruments, notices, and communications relating to the payoff, repayment, and satisfaction in full of all existing indebtedness of the Company and its subsidiaries to Atlas Commercial Lending Corp. in the aggregate principal amount of Eight Hundred Twenty Million Dollars ($820,000,000) (together with all accrued and unpaid interest, fees, and other amounts owing thereunder), and the release, termination, and discharge of all liens, security interests, pledges, mortgages, and encumbrances granted in connection therewith, including the execution and delivery of any payoff letters, termination statements (including UCC-3 termination statements), mortgage discharges, releases, and related documentation;

(f) Escrow-Related Communications. All documents, instructions, notices, certifications, and communications with Cobalt Trust Company, in its capacity as escrow agent under that certain Escrow Agreement, dated as of July 9, 2024, among the Surviving Corporation, the Stockholder Representative, and Cobalt Trust Company, in connection with the administration of the indemnity escrow fund in the aggregate amount of Five Hundred Forty-Four Million Dollars ($544,000,000) established pursuant to Section 9.02 of the Merger Agreement;

(g) Tax Filings and Certificates. All tax returns, elections, forms, certificates, notices, and other filings with the Internal Revenue Service, any state or local taxing authority, or any foreign taxing authority, including, without limitation, all IRS forms (including Forms W-9, W-8BEN, W-8BEN-E, 1099, and 8832), tax certificates required under the Credit Agreement, and any elections or filings relating to the tax treatment of the Merger; and

(h) General Authority. Any and all other documents, agreements, certificates, instruments, notices, consents, filings, registrations, and other papers as any such officer may deem necessary, advisable, or appropriate in connection with the foregoing or in furtherance of the transactions contemplated by the Merger Agreement.

Resolution 3: Incumbency Certification

RESOLVED, that the Secretary of the Surviving Corporation is hereby authorized and directed to prepare and deliver one or more incumbency certificates reflecting the names, titles, and specimen signatures of the officers appointed pursuant to Resolution 1 hereof, in such form and substance as the Secretary may deem necessary or appropriate, for use in connection with (a) the closing deliverables required to be provided by the Company or any of its subsidiaries under the Merger Agreement, (b) the closing deliverables required to be provided by the Company or any of its subsidiaries under the Credit Agreement and the related financing documents, including officer's certificates, solvency certificates, and closing certificates delivered to Meridian Atlantic Bank, N.A. (as Administrative Agent), and (c) such other purposes as the Secretary may determine to be necessary, advisable, or appropriate in connection with the post-closing operation of the Company and its subsidiaries.

Resolution 4: Ratification of Prior Acts

RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or representative of Stratos Merger Sub Inc. or the Surviving Corporation, on behalf of or in the name of Stratos Merger Sub Inc. or the Surviving Corporation, as the case may be, in connection with the negotiation, preparation, authorization, approval, execution, and delivery of the Merger Agreement and each of the ancillary agreements, documents, instruments, certificates, and filings contemplated thereby, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including, without limitation, (a) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (b) the execution and delivery of any documents, instruments, or certificates in connection with the closing of the Merger, (c) the payment of the aggregate merger consideration and the deposit of the indemnity escrow amount with Cobalt Trust Company, and (d) any and all other actions taken in furtherance of the transactions contemplated by the Merger Agreement, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Surviving Corporation.

Resolution 5: Omnibus Authorization

RESOLVED, that each officer of the Surviving Corporation, acting individually, is hereby authorized, empowered, and directed to take or cause to be taken any and all such further actions, and to execute and deliver or cause to be executed and delivered any and all such further documents, instruments, agreements, certificates, notices, filings, registrations, and other papers, in the name and on behalf of the Surviving Corporation, and under its corporate seal or otherwise, as such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of each and all of the foregoing resolutions, the execution and delivery of any such document or the taking of any such action by any such officer to be conclusive evidence of such officer's determination that such document or action is necessary, advisable, or appropriate and of such officer's approval thereof, and any and all such actions heretofore taken by any such officer are hereby ratified, confirmed, and approved in all respects.

GENERAL

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, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Unanimous Written Consent by facsimile transmission or by electronic transmission in portable document format (.pdf) shall be as effective as delivery of a manually executed counterpart hereof.

This Unanimous Written Consent shall be effective as of the Effective Time and shall be filed with the minutes of the proceedings of the Board of Directors of the Surviving Corporation in accordance with Section 141(f) of the DGCL.

This Unanimous Written Consent may be relied upon by any third party as evidence of the valid adoption of the resolutions set forth herein by the Board of Directors of 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 effective as of the date first set forth above.

________________________________________

Name: Marcus Elliston

Title: Director

Date: July 9, 2024

________________________________________

Name: Jonathan Hargrove

Title: Director

Date: July 9, 2024

________________________________________

Name: Priya Narasimhan

Title: Director

Date: July 9, 2024

________________________________________

Name: Sienna Whitfield

Title: Director

Date: July 9, 2024

________________________________________

Name: Nadia Chowdhury

Title: Director

Date: July 9, 2024

ADMINISTRATIVE FILING INSTRUCTIONS

This Unanimous Written Consent of the Board of Directors of Cloudium Technologies plc (as the Surviving Corporation) shall be maintained and administered as follows:

1. Corporate Minute Book. The original executed counterparts of this Consent (or, if delivered electronically, printed copies of the electronically transmitted counterparts) shall be filed with and maintained in the corporate minute book of Cloudium Technologies plc (as the Surviving Corporation), together with the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, the Initial Board Consent, and the Certificate of Merger.

2. Outside Counsel — Closing Binder. Copies of this fully executed Consent shall be provided to Calderwood & Harkness LLP (Matter No. 1041-00003; Harrison Wexford, Responsible Partner; Tiffany Rosenthal, Lead Associate) for inclusion in the closing binder for the Merger and related transactions.

3. Lenders and Lenders' Counsel — Credit Agreement Deliverables. Copies of this fully executed Consent shall be provided to Meridian Atlantic Bank, N.A. (as Administrative Agent under the Credit Agreement) and to Winthrop & Hale LLP (counsel to the Administrative Agent and the lenders) as required under the closing deliverables provisions of the Credit Agreement.

4. Escrow Agent. Copies of this fully executed Consent shall be provided to Cobalt Trust Company, in its capacity as escrow agent under the Escrow Agreement, in connection with the administration of the indemnity escrow fund and for purposes of verifying the identity and authority of authorized officers of the Surviving Corporation.

Name	Title
Jonathan Hargrove	Chief Executive Officer
Sienna Whitfield	Chief Financial Officer
Nadia Chowdhury	General Counsel and Secretary
Marcus Elliston	Chairman of the Board
Priya Narasimhan	Vice President

UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF CLOUDIUM TECHNOLOGIES PLC
(AS THE SURVIVING CORPORATION)
IN LIEU OF A MEETING
Effective as of July 9, 2024
The undersigned, constituting all of the members of the board of directors (the "Board of Directors" or 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 in their capacity as directors of the Surviving Corporation following the consummation of the Merger (as defined below), hereby adopt the following recitals and resolutions by unanimous written consent without a meeting, effective as of the Effective Time (as defined below), pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"), which permits any action required or permitted to be taken at any meeting of the board of directors of a corporation to be taken without a meeting if all members of the board consent thereto in writing, and pursuant to the corresponding provisions of the Amended and Restated Certificate of Incorporation of the Surviving Corporation and the Amended and Restated Bylaws of the Surviving Corporation, each as in effect as of the Effective Time (the "Certificate of Incorporation" and the "Bylaws," respectively).
RECITALS
WHEREAS, on January 22, 2024, Cloudium Technologies plc, Stratos Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Parent"), entered into that certain Agreement and Plan of Merger (as the same may have been amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), pursuant to which, among other things, Merger Sub was to merge with and into Cloudium Technologies plc, with Cloudium Technologies plc surviving the merger as a wholly owned subsidiary of Parent (the "Merger");
WHEREAS, at 11:59 PM Eastern Time on July 9, 2024, the Merger became effective upon the filing of a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL and the terms and conditions of the Merger Agreement (such date and time, the "Effective Time");
WHEREAS, at the Effective Time, Merger Sub was merged with and into Cloudium Technologies plc, the separate corporate existence of Merger Sub ceased, and Cloudium Technologies plc continued as the surviving corporation in the Merger as a wholly owned subsidiary of Parent;
WHEREAS, the initial Board of Directors of the Surviving Corporation was designated and appointed effective as of the Effective Time in accordance with Article II of the Merger Agreement and a separate Unanimous Written Consent of the Board of Directors of the Surviving Corporation, dated as of July 9, 2024, appointing the initial directors of the Surviving Corporation (the "Initial Board Consent");
WHEREAS, the undersigned constitute all of the members of the Board of Directors of the Surviving Corporation as of the Effective Time, having been duly appointed pursuant to the Merger Agreement and the Initial Board Consent;
WHEREAS, the Board of Directors desires to appoint officers of the Surviving Corporation, effective as of the Effective Time, in accordance with the provisions of Article IV of the Bylaws of the Surviving Corporation, which were adopted effective as of the Effective Time pursuant to the terms of the Merger Agreement, and to authorize such officers to take all actions necessary, advisable, or appropriate in connection with the consummation of the transactions contemplated by the Merger Agreement and the post-closing operation of the Company and its subsidiaries;
WHEREAS, Section 141(f) of the DGCL provides that, unless otherwise restricted by the certificate of incorporation or bylaws of a corporation, any action required or permitted to be taken at any meeting of the board of directors or of any committee thereof may be taken without a meeting if all members of the board or committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board or committee; and
WHEREAS, neither the Certificate of Incorporation nor the Bylaws restricts the authority of the Board of Directors to act by unanimous written consent in lieu of a meeting.
NOW, THEREFORE, BE IT:
RESOLUTIONS
Resolution 1: Appointment of Officers of the Surviving Corporation
RESOLVED, that, effective as of the Effective Time, the following individuals are hereby appointed to serve as officers of the Surviving Corporation in the respective capacities set forth opposite their names below, each such officer to hold office at the pleasure of the Board of Directors and to serve until his or her respective successor is duly appointed and qualified, or until his or her earlier death, resignation, or removal in accordance with the Bylaws:
RESOLVED FURTHER, that in connection with the foregoing appointments, the Board of Directors hereby notes and acknowledges the following:
(a) Jonathan Hargrove — Chief Executive Officer. Mr. Hargrove served as the Chief Executive Officer of Cloudium Technologies plc prior to the Effective Time and continues in such capacity with the Surviving Corporation. Mr. Hargrove is a rollover equity participant in connection with the Merger, having elected to roll over approximately fifty percent (50%) of his 4.2% equity stake in the Company, representing rollover equity with an aggregate value of approximately One Hundred Forty-Two Million, Eight Hundred Fourteen Thousand, Five Hundred Forty-Four Dollars ($142,814,544), into equity interests in Parent (or its designee), pursuant to the terms of the Rollover Agreement and the Equity Commitment Letter entered into in connection with the Merger Agreement. Mr. Hargrove's continuation as Chief Executive Officer of the Surviving Corporation is consistent with the rollover equity arrangements and the Non-Competition and Non-Solicitation Agreement executed by Mr. Hargrove on January 22, 2024, in connection with the signing of the Merger Agreement.
(b) Sienna Whitfield — Chief Financial Officer. Ms. Whitfield served as the Chief Financial Officer of Cloudium Technologies plc prior to the Effective Time and continues in such capacity with the Surviving Corporation. Ms. Whitfield also executed a Non-Competition and Non-Solicitation Agreement, dated January 22, 2024, in connection with the signing of the Merger Agreement, and her continued service as Chief Financial Officer is consistent with the terms and conditions thereof.
(c) Nadia Chowdhury — General Counsel and Secretary. Ms. Chowdhury is hereby appointed to serve as General Counsel and Secretary of the Surviving Corporation, effective as of the Effective Time. In her capacity as Secretary, Ms. Chowdhury shall be responsible for maintaining the corporate records and minute books of the Surviving Corporation, certifying corporate resolutions and incumbency of officers, and performing such other duties as are customarily incident to the office of Secretary and as may be assigned to her by the Board of Directors or the Chief Executive Officer from time to time.
(d) Marcus Elliston — Chairman of the Board. Mr. Elliston is the Founder and Managing Partner of Solara Digital Infrastructure LP, the general partner of Parent, with principal offices located at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Mr. Elliston is hereby appointed as Chairman of the Board of the Surviving Corporation, effective as of the Effective Time, and shall preside at all meetings of the Board of Directors and perform such other duties and have such other powers as the Bylaws or the Board of Directors may from time to time prescribe.
(e) Priya Narasimhan — Vice President. Ms. Narasimhan is the Co-Managing Partner and Chief Investment Officer of Solara Digital Infrastructure LP, the general partner of Parent. Ms. Narasimhan is hereby appointed as Vice President of the Surviving Corporation, effective as of the Effective Time, and shall have such powers and perform such duties as may be assigned to her by the Board of Directors, the Chairman of the Board, or the Chief Executive Officer from time to time.
Resolution 2: Authorization of Officers
RESOLVED, that each of the officers appointed pursuant to Resolution 1 above is hereby authorized and empowered, acting individually or jointly, to execute and deliver, in the name and on behalf of the Surviving Corporation, and under its corporate seal or otherwise, all documents, agreements, certificates, instruments, notices, consents, filings, registrations, and other papers as any such officer may deem necessary, advisable, or appropriate in connection with (i) the consummation of the transactions contemplated by the Merger Agreement and the ancillary agreements and documents related thereto, and (ii) the post-closing operation of the Company and its direct and indirect subsidiaries, including, without limitation, the following:
(a) Financing Documents. All documents, agreements, certificates, instruments, notices, and filings relating to, arising under, or required in connection with that certain Credit Agreement, dated as of July 9, 2024 (as the same may be amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Cloudium Technologies plc, as Borrower, Meridian Atlantic Bank, N.A., as Administrative Agent, and the several lenders from time to time party thereto, providing for a senior secured term loan B facility in an aggregate principal amount of Three Billion, Seven Hundred Forty Million Dollars ($3,740,000,000) (the "Term Loan B Facility") and a senior secured revolving credit facility in an aggregate principal amount of Five Hundred Million Dollars ($500,000,000) (the "Revolving Credit Facility" and, together with the Term Loan B Facility, the "Credit Facilities"), including any joinder agreements, borrowing notices, compliance certificates, officer's certificates, solvency certificates, and related documentation;
(b) Security Documents. All documents, agreements, certificates, instruments, and filings relating to, arising under, or required in connection with that certain Guarantee and Collateral Agreement, dated as of July 9, 2024, among the Surviving Corporation, the subsidiary guarantors party thereto, and Meridian Atlantic Bank, N.A., as Collateral Agent, including any pledge supplements, intellectual property security agreements, deposit account control agreements, securities account control agreements, mortgage instruments, and related perfection documentation;
(c) Post-Closing Regulatory Filings. All filings, notices, certifications, and communications with any governmental authority or regulatory body, including, without limitation:
(i) the filing of 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 (the "SEC") in connection with the delisting of the Company's ordinary shares from The Nasdaq Global Select Market;
(ii) the filing of Form 15 (Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or of the Duty to File Reports under Section 13 and 15(d) of the Securities Exchange Act of 1934) with the SEC in connection with the deregistration and suspension of reporting obligations of the Company;
(iii) all other filings, certifications, or notices as may be required or advisable under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;
(d) State and Foreign Filings. All filings, certificates, reports, registrations, and notices with the Secretary of State of the State of Delaware, the Companies House of England and Wales, and any other state, local, or foreign governmental authority, as may be necessary or advisable in connection with the Merger, the ongoing corporate existence and good standing of the Surviving Corporation, or the conduct of its business;
(e) Payoff and Lien Release Documents. All documents, agreements, certificates, instruments, notices, and communications relating to the payoff, repayment, and satisfaction in full of all existing indebtedness of the Company and its subsidiaries to Atlas Commercial Lending Corp. in the aggregate principal amount of Eight Hundred Twenty Million Dollars ($820,000,000) (together with all accrued and unpaid interest, fees, and other amounts owing thereunder), and the release, termination, and discharge of all liens, security interests, pledges, mortgages, and encumbrances granted in connection therewith, including the execution and delivery of any payoff letters, termination statements (including UCC-3 termination statements), mortgage discharges, releases, and related documentation;
(f) Escrow-Related Communications. All documents, instructions, notices, certifications, and communications with Cobalt Trust Company, in its capacity as escrow agent under that certain Escrow Agreement, dated as of July 9, 2024, among the Surviving Corporation, the Stockholder Representative, and Cobalt Trust Company, in connection with the administration of the indemnity escrow fund in the aggregate amount of Five Hundred Forty-Four Million Dollars ($544,000,000) established pursuant to Section 9.02 of the Merger Agreement;
(g) Tax Filings and Certificates. All tax returns, elections, forms, certificates, notices, and other filings with the Internal Revenue Service, any state or local taxing authority, or any foreign taxing authority, including, without limitation, all IRS forms (including Forms W-9, W-8BEN, W-8BEN-E, 1099, and 8832), tax certificates required under the Credit Agreement, and any elections or filings relating to the tax treatment of the Merger; and
(h) General Authority. Any and all other documents, agreements, certificates, instruments, notices, consents, filings, registrations, and other papers as any such officer may deem necessary, advisable, or appropriate in connection with the foregoing or in furtherance of the transactions contemplated by the Merger Agreement.
Resolution 3: Incumbency Certification
RESOLVED, that the Secretary of the Surviving Corporation is hereby authorized and directed to prepare and deliver one or more incumbency certificates reflecting the names, titles, and specimen signatures of the officers appointed pursuant to Resolution 1 hereof, in such form and substance as the Secretary may deem necessary or appropriate, for use in connection with (a) the closing deliverables required to be provided by the Company or any of its subsidiaries under the Merger Agreement, (b) the closing deliverables required to be provided by the Company or any of its subsidiaries under the Credit Agreement and the related financing documents, including officer's certificates, solvency certificates, and closing certificates delivered to Meridian Atlantic Bank, N.A. (as Administrative Agent), and (c) such other purposes as the Secretary may determine to be necessary, advisable, or appropriate in connection with the post-closing operation of the Company and its subsidiaries.
Resolution 4: Ratification of Prior Acts
RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or representative of Stratos Merger Sub Inc. or the Surviving Corporation, on behalf of or in the name of Stratos Merger Sub Inc. or the Surviving Corporation, as the case may be, in connection with the negotiation, preparation, authorization, approval, execution, and delivery of the Merger Agreement and each of the ancillary agreements, documents, instruments, certificates, and filings contemplated thereby, and the consummation of the Merger and the other transactions contemplated by the Merger Agreement, including, without limitation, (a) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (b) the execution and delivery of any documents, instruments, or certificates in connection with the closing of the Merger, (c) the payment of the aggregate merger consideration and the deposit of the indemnity escrow amount with Cobalt Trust Company, and (d) any and all other actions taken in furtherance of the transactions contemplated by the Merger Agreement, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of the Surviving Corporation.
Resolution 5: Omnibus Authorization
RESOLVED, that each officer of the Surviving Corporation, acting individually, is hereby authorized, empowered, and directed to take or cause to be taken any and all such further actions, and to execute and deliver or cause to be executed and delivered any and all such further documents, instruments, agreements, certificates, notices, filings, registrations, and other papers, in the name and on behalf of the Surviving Corporation, and under its corporate seal or otherwise, as such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of each and all of the foregoing resolutions, the execution and delivery of any such document or the taking of any such action by any such officer to be conclusive evidence of such officer's determination that such document or action is necessary, advisable, or appropriate and of such officer's approval thereof, and any and all such actions heretofore taken by any such officer are hereby ratified, confirmed, and approved in all respects.
GENERAL
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, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Unanimous Written Consent by facsimile transmission or by electronic transmission in portable document format (.pdf) shall be as effective as delivery of a manually executed counterpart hereof.
This Unanimous Written Consent shall be effective as of the Effective Time and shall be filed with the minutes of the proceedings of the Board of Directors of the Surviving Corporation in accordance with Section 141(f) of the DGCL.
This Unanimous Written Consent may be relied upon by any third party as evidence of the valid adoption of the resolutions set forth herein by the Board of Directors of 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 effective as of the date first set forth above.
________________________________________
Name: Marcus Elliston
Title: Director
Date: July 9, 2024
________________________________________
Name: Jonathan Hargrove
Title: Director
Date: July 9, 2024
________________________________________
Name: Priya Narasimhan
Title: Director
Date: July 9, 2024
________________________________________
Name: Sienna Whitfield
Title: Director
Date: July 9, 2024
________________________________________
Name: Nadia Chowdhury
Title: Director
Date: July 9, 2024
ADMINISTRATIVE FILING INSTRUCTIONS
This Unanimous Written Consent of the Board of Directors of Cloudium Technologies plc (as the Surviving Corporation) shall be maintained and administered as follows:
1.  Corporate Minute Book. The original executed counterparts of this Consent (or, if delivered electronically, printed copies of the electronically transmitted counterparts) shall be filed with and maintained in the corporate minute book of Cloudium Technologies plc (as the Surviving Corporation), together with the Amended and Restated Certificate of Incorporation, the Amended and Restated Bylaws, the Initial Board Consent, and the Certificate of Merger.
2.  Outside Counsel — Closing Binder. Copies of this fully executed Consent shall be provided to Calderwood & Harkness LLP (Matter No. 1041-00003; Harrison Wexford, Responsible Partner; Tiffany Rosenthal, Lead Associate) for inclusion in the closing binder for the Merger and related transactions.
3.  Lenders and Lenders' Counsel — Credit Agreement Deliverables. Copies of this fully executed Consent shall be provided to Meridian Atlantic Bank, N.A. (as Administrative Agent under the Credit Agreement) and to Winthrop & Hale LLP (counsel to the Administrative Agent and the lenders) as required under the closing deliverables provisions of the Credit Agreement.
4.  Escrow Agent. Copies of this fully executed Consent shall be provided to Cobalt Trust Company, in its capacity as escrow agent under the Escrow Agreement, in connection with the administration of the indemnity escrow fund and for purposes of verifying the identity and authority of authorized officers of the Surviving Corporation.
Name | Title
Jonathan Hargrove | Chief Executive Officer
Sienna Whitfield | Chief Financial Officer
Nadia Chowdhury | General Counsel and Secretary
Marcus Elliston | Chairman of the Board
Priya Narasimhan | Vice President

UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

OF CLOUDIUM TECHNOLOGIES PLC

IN LIEU OF A MEETING

RECITALS

NOW, THEREFORE, BE IT:

RESOLUTIONS

GENERAL

ADMINISTRATIVE FILING INSTRUCTIONS

Record

Parties

Dates

Amounts