STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
DIVISION OF CORPORATIONS
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CERTIFICATE OF GOOD STANDING
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Date of Issuance: July 3, 2024
TO ALL TO WHOM THESE PRESENTS MAY COME, GREETINGS:
I, THE SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THAT THE RECORDS OF THIS OFFICE REFLECT THE FOLLOWING WITH RESPECT TO THE ENTITY IDENTIFIED BELOW:
Entity Identification
Certification
I, the Secretary of State of the State of Delaware, do hereby certify that Stratos Merger Sub Inc., Delaware File Number 7923841, is a corporation duly incorporated under the provisions of the General Corporation Law of the State of Delaware (Title 8, Delaware Code) and is in good standing under the laws of the State of Delaware as of the date of this Certificate.
I FURTHER CERTIFY that the records of the Delaware Secretary of State reflect that said corporation was formed on the 8th day of January, 2024, by the filing of a Certificate of Incorporation in accordance with Section 101 of the General Corporation Law of the State of Delaware, and that such Certificate of Incorporation has not been amended, restated, or otherwise modified in a manner that would affect the existence or good standing of the corporation, except as may appear in the records of this office.
I FURTHER CERTIFY that all franchise taxes and fees required to be paid by said corporation to the State of Delaware, including but not limited to the annual franchise tax imposed pursuant to Sections 501 through 518 of Title 8 of the Delaware Code, have been assessed and paid through the current reporting period, and that no franchise tax deficiency, delinquency, or arrearage exists with respect to said corporation as of the date of this Certificate.
I FURTHER CERTIFY that the status of said corporation in the records of this office is active, and that said corporation has not been voided, revoked, forfeited, dissolved (whether by proclamation, court order, or voluntary action of the incorporators, directors, or stockholders), or otherwise terminated, and that no proceeding for the revocation, forfeiture, or dissolution of the charter of said corporation is currently pending in the records maintained by this office.
I FURTHER CERTIFY that all required filings with the Office of the Secretary of State of the State of Delaware, including the annual franchise tax report required under Section 502 of Title 8 of the Delaware Code, are current as of the date of this Certificate, and that no filing deficiency or delinquency exists with respect to said corporation.
This Certificate relates to the status and standing of the above-named corporation solely as reflected in the records of the Office of the Secretary of State of the State of Delaware as of July 3, 2024, and speaks only as of that date. No representation or certification is made with respect to the status or standing of said corporation at any time after the date hereof.
Authentication and Verification
IN TESTIMONY WHEREOF,
I have hereunto set my hand and official seal of the State of Delaware, at the City of Dover, this 3rd day of July, 2024.
SECRETARY OF STATE STATE OF DELAWARE
By: ________
Secretary of State of the State of Delaware
Date: July 3, 2024
Authentication No.: 2024-0703-8291
This Certificate may be verified electronically through the Delaware Division of Corporations website at https://icis.corp.delaware.gov by entering the Authentication Number referenced above. Electronic verification is available twenty-four (24) hours a day and constitutes an official confirmation of the contents of this Certificate as of the date of its issuance.
DISCLAIMER: This Certificate of Good Standing relates solely to the standing of Stratos Merger Sub Inc. (File No. 7923841) with the Office of the Secretary of State of the State of Delaware as reflected in the records of the Division of Corporations. This Certificate does not constitute a certification of, and should not be relied upon as evidence of, compliance by the above-named corporation with the laws, regulations, tax requirements, licensing obligations, or filing requirements of any other state, territory, or jurisdiction, whether domestic or foreign. This Certificate does not address whether the corporation is qualified to transact business in any jurisdiction other than the State of Delaware or whether it is in compliance with any federal, state, or local tax obligations other than the Delaware franchise tax. Interested parties are advised to make independent inquiry with the appropriate governmental authorities of any other relevant jurisdiction to determine the status and standing of the corporation in such jurisdiction.
Transmittal Note — For Closing Binder Purposes Only: This Certificate of Good Standing was obtained and is included herein as a closing deliverable in connection with the merger of Stratos Merger Sub Inc. with and into Cloudium Technologies plc (the "Merger") pursuant to the Agreement and Plan of Merger, dated as of [the applicable date]. This transmittal note does not form a part of the Certificate and is included solely for purposes of identification and indexing within the closing binder and virtual data room maintained by counsel to the parties. This document corresponds to Closing Binder Tab [], Exhibit [] — Good Standing Certificate (Merger Sub — Delaware).
| Field | Detail |
| Full Legal Name | Stratos Merger Sub Inc. |
| Entity Type | Corporation |
| Jurisdiction of Formation | State of Delaware |
| Delaware File Number | 7923841 |
| Date of Incorporation | January 8, 2024 |
| Registered Agent | National Registered Agents Inc. |
| Registered Office Address | 1209 Orange Street, Wilmington, New Castle County, Delaware 19801 |