1041-00003 · Solara Digital Infrastructure LP · Corporate Governance

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UNANIMOUS WRITTEN CONSENT

OF THE MEMBERS

OF SOLARA DIGITAL GP LLC,

a Delaware limited liability company,

IN ITS CAPACITY AS GENERAL PARTNER

OF SOLARA DIGITAL INFRASTRUCTURE LP,

a Delaware limited partnership

Effective as of August 14, 2023

The undersigned, constituting all of the members of Solara Digital GP LLC, a Delaware limited liability company ("Solara GP" or the "General Partner"), and the sole general partner of Solara Digital Infrastructure LP, a Delaware limited partnership ("SDILP" or the "Partnership"), with its principal office at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801, acting by written consent in lieu of a meeting pursuant to the Limited Liability Company Agreement of Solara Digital GP LLC, dated as of June 12, 2015, as amended from time to time (the "GP LLC Agreement"), and the Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure LP, dated as of June 12, 2015, as amended from time to time (the "LP Agreement"), hereby adopt the following resolutions by unanimous written consent, effective as of the date first set forth above. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the GP LLC Agreement or the LP Agreement, as applicable.

RECITALS

WHEREAS:

A. Description of the Partnership. Solara Digital Infrastructure LP is a Delaware limited partnership formed for the purpose of, among other things, sponsoring and managing private equity investment funds focused on digital infrastructure and enterprise software assets. Solara Digital GP LLC serves as the sole general partner of the Partnership and, in such capacity, is responsible for directing and managing the business and affairs of the Partnership. As of the date hereof, the Partnership has assets under management of approximately Thirty-Eight Billion Dollars ($38,000,000,000) across six flagship investment funds. The Partnership's managing partners are Marcus Elliston (Founder & Managing Partner) and Priya Narasimhan (Co-Managing Partner & Chief Investment Officer), each of whom serves as a member of the General Partner and holds the authority delegated to such persons under the GP LLC Agreement and the LP Agreement.

B. Description of the Proposed Transaction. The General Partner has been presented with and has reviewed certain materials, including financial analyses, strategic assessments, due diligence memoranda, and preliminary valuation analyses, regarding a potential acquisition (the "Proposed Transaction") of Cloudium Technologies plc ("Cloudium" or the "Target"), a public limited company incorporated under the laws of England and Wales (Company No. 09734521), whose shares of common stock are listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." Cloudium is a provider of cloud-native enterprise resource planning ("ERP"), customer-relationship management ("CRM"), and business-intelligence ("BI") software-as-a-service ("SaaS") solutions, with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its United States headquarters located at 600 Townsend Street, Suite 800, San Francisco, California 94103.

As of the date hereof, based on publicly available information and information provided to the General Partner, the Target has:

(i) approximately 184,200,000 shares of common stock issued and outstanding;

(ii) approximately 6,800 employees globally, with operations primarily in the United States, the United Kingdom, India, and Germany;

(iii) last-twelve-months ("LTM") revenue of approximately One Billion Six Hundred Twenty Million Dollars ($1,620,000,000) for the fiscal year ending September 30, 2023; and

(iv) LTM earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately Four Hundred Five Million Dollars ($405,000,000) for the fiscal year ending September 30, 2023.

The Proposed Transaction is expected to be structured as a reverse triangular merger under the Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code), pursuant to which a newly formed wholly owned merger subsidiary of the acquiring entity would merge with and into Cloudium, with Cloudium surviving the merger as an indirect wholly owned subsidiary of the acquiring entity, at an aggregate enterprise value / deal value of approximately Six Billion Eight Hundred Million Dollars ($6,800,000,000) (the "Enterprise Value").

The Proposed Transaction would be pursued through Solara Digital Infrastructure Fund VI LP ("Fund VI"), a Delaware limited partnership (EIN 87-4523190), a flagship investment fund of the Partnership with approximately Twelve Billion Four Hundred Million Dollars ($12,400,000,000) of committed capital (vintage 2022), whose general partner is Solara Fund VI GP LLC, a Delaware limited liability company.

C. Engagement of Legal Counsel. In connection with the Proposed Transaction, the General Partner has been presented with a proposal to engage Calderwood & Harkness LLP ("C&H" or "Outside Counsel"), a limited liability partnership organized under the laws of the State of New York, with offices at 599 Lexington Avenue, New York, New York 10022; 1601 K Street NW, Washington, DC 20006; and One Bartholomew Close, London EC1A 7BL, United Kingdom, to serve as lead legal counsel to the buyer side (the Partnership and its affiliates, including Fund VI) in connection with the Proposed Transaction. The engagement would be led by Harrison Wexford (Responsible Partner, Mergers & Acquisitions) and Beatrice Holloway (Billing Partner, Mergers & Acquisitions), with the firm's assigned matter number for the engagement being 1041-00003.

The scope of the proposed engagement of Calderwood & Harkness LLP would encompass, among other matters:

(a) legal, financial, regulatory, and operational due diligence of the Target and its subsidiaries;

(b) negotiation and drafting of the definitive merger agreement, disclosure schedules, and all ancillary transaction documents;

(c) structuring and documentation of committed debt financing, including any bridge loan facilities, term loan facilities, and high-yield note offerings;

(d) structuring and documentation of equity rollover mechanics and management incentive plans;

(e) procurement and negotiation of representation-and-warranty insurance policies;

(f) preparation and filing of all antitrust and competition filings, including filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and filings with the United Kingdom Competition and Markets Authority (the "UK CMA");

(g) tax structuring and cross-border tax planning;

(h) employment, benefits, and executive compensation matters; and

(i) all related matters arising through and including signing, regulatory clearance, and closing of the Proposed Transaction.

D. Authorization Required. The members of the General Partner have carefully reviewed and considered the foregoing matters and have determined that it is in the best interests of the Partnership and its stakeholders—including its limited partners, the investors in Fund VI, and the Partnership's employees and affiliates—to authorize the engagement of Calderwood & Harkness LLP and to authorize the officers and authorized representatives of the Partnership to take all actions necessary or desirable to evaluate, negotiate, and pursue the Proposed Transaction, subject to such further authorizations as may be required for the execution of definitive documentation and the commitment of fund capital.

NOW, THEREFORE, BE IT RESOLVED, that the members of Solara Digital GP LLC, acting in their capacity as the members of the sole general partner of Solara Digital Infrastructure LP, hereby adopt the following resolutions:

RESOLUTIONS

1. Authorization of Engagement of Calderwood & Harkness LLP

RESOLVED, that the Partnership is hereby authorized to engage Calderwood & Harkness LLP as legal counsel to the Partnership and its affiliates (including, without limitation, Solara Digital Infrastructure Fund VI LP and Solara Fund VI GP LLC) in connection with the Proposed Transaction, on such terms and conditions as are set forth in the engagement letter between the Partnership and Calderwood & Harkness LLP, dated as of August 14, 2023 (the "Engagement Letter"), with Harrison Wexford serving as Responsible Partner and Beatrice Holloway serving as Billing Partner, under Matter No. 1041-00003, a copy of which Engagement Letter has been reviewed and approved by the members of the General Partner and shall be filed with the records of the Partnership; and it is further

RESOLVED, that each of Marcus Elliston and Priya Narasimhan, acting individually or together (each, an "Authorized Person"), is hereby authorized and directed to execute and deliver, on behalf of the Partnership, the Engagement Letter with Calderwood & Harkness LLP and any amendments, supplements, modifications, side letters, or waivers thereto as such Authorized Person may, in his or her sole discretion, deem necessary, appropriate, or advisable in connection with the engagement of Calderwood & Harkness LLP, with the execution of any such documents by an Authorized Person to be conclusive evidence of such Authorized Person's approval thereof.

2. Authorization to Pursue the Proposed Transaction

RESOLVED, that the Partnership is hereby authorized to evaluate, negotiate, and pursue the Proposed Transaction, including the potential acquisition of Cloudium Technologies plc for an enterprise value / deal value of approximately Six Billion Eight Hundred Million Dollars ($6,800,000,000) by means of a reverse triangular merger under the Delaware General Corporation Law, or such other transaction structure (including, without limitation, a forward merger, a tender offer followed by a back-end merger, a scheme of arrangement under the UK Companies Act 2006, or any combination thereof) as the Authorized Persons may, in their judgment, determine to be appropriate in light of the circumstances and considerations arising in connection with the evaluation and negotiation of the Proposed Transaction; and it is further

RESOLVED, that each Authorized Person is hereby authorized to negotiate, execute, and deliver, on behalf of the Partnership and in its capacity as sponsor and manager, a confidentiality and non-disclosure agreement with Cloudium Technologies plc and/or its representatives and advisors, exclusivity agreements, preliminary indications of interest, non-binding letters of intent, process letters, clean team agreements, common interest agreements, and such other preliminary transaction documents as may be necessary or desirable in connection with the evaluation and pursuit of the Proposed Transaction, with the execution of any such documents by an Authorized Person to be conclusive evidence of such Authorized Person's approval of the terms thereof.

3. Authorization to Engage Additional Advisors

RESOLVED, that each Authorized Person is hereby authorized and empowered to engage, on behalf of the Partnership and its affiliates, such financial advisors, accounting and tax advisors, regulatory counsel, insurance brokers, industry consultants, and other professionals and advisors as such Authorized Person may deem necessary or advisable in connection with the Proposed Transaction, and to execute and deliver engagement letters, fee agreements, indemnification agreements, and related agreements on behalf of the Partnership in connection therewith, including, without limitation, the following:

(a) Financial Advisors: Osprey Bancroft & Co., with offices at 280 Park Avenue, New York, New York 10017, with the engagement to be led by Damien Harlow, Managing Director, Technology Mergers & Acquisitions, to provide financial advisory services, including valuation analysis, transaction structuring, negotiation support, and assistance in arranging committed debt financing;

(b) Accounting and Tax Advisors: Glenmore Thornton LLP, with offices at 30 Hudson Yards, New York, New York 10001, with the engagement to be led by Richard Okamura and Vanessa Liu, to provide accounting, financial, and tax due diligence services, quality of earnings analysis, tax structuring advice, and post-closing integration tax planning;

(c) UK Regulatory Counsel: Albright & Kerr LLP, with offices at 5 New Street Square, London EC4A 3TW, United Kingdom, with the engagement to be led by Fiona McAllister, to advise on UK competition and regulatory matters, including the UK CMA review process, the National Security and Investment Act 2021, and any other applicable UK regulatory requirements;

(d) Insurance Brokers: Such representation-and-warranty insurance brokers and carriers as the Authorized Persons may select in their discretion, to procure buy-side representation-and-warranty insurance policies in connection with the Proposed Transaction; and

(e) Other Advisors and Consultants: Such other consultants, advisors, and service providers (including, without limitation, technology diligence consultants, environmental consultants, human resources consultants, and public relations advisors) as the Authorized Persons may determine to be necessary or advisable in connection with the evaluation, negotiation, and pursuit of the Proposed Transaction.

4. Authorization to Take All Necessary and Desirable Actions

RESOLVED, that each Authorized Person is hereby authorized and empowered, in the name and on behalf of the Partnership, to execute and deliver any and all documents, certificates, instruments, agreements, notices, consents, and communications, and to take any and all actions, as such Authorized Person may deem necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions, including, without limitation:

(a) directing the activities of Solara Digital Infrastructure Fund VI LP and Solara Fund VI GP LLC (and any merger subsidiary, acquisition vehicle, or special-purpose entity to be formed in connection with the Proposed Transaction), subject to such further authorizations as may be required under the respective governing documents of such entities, including the Amended and Restated Agreement of Limited Partnership of Fund VI and the Limited Liability Company Agreement of Solara Fund VI GP LLC;

(b) causing the formation, organization, and qualification of any acquisition vehicle, merger subsidiary, or special-purpose entity under the laws of the State of Delaware or any other jurisdiction as may be required or desirable to effectuate the Proposed Transaction, including the filing of certificates of formation, certificates of incorporation, or similar organizational documents with the appropriate Secretary of State or other governmental authority;

(c) authorizing and directing the conduct of comprehensive due diligence investigations of Cloudium Technologies plc and its direct and indirect subsidiaries, including, without limitation, Cloudium Technologies UK Ltd. (a company incorporated in England and Wales), Cloudium Technologies India Pvt. Ltd. (a company incorporated in the Republic of India), and Cloudium Solutions GmbH (a company organized under the laws of the Federal Republic of Germany), and including the review of financial, legal, tax, regulatory, commercial, technological, intellectual property, employment, environmental, real estate, insurance, and other matters;

(d) negotiating the material terms of any merger agreement, agreement and plan of merger, debt commitment letter, fee letter, equity commitment letter, equity co-investment agreement, rollover agreement, management equity plan, limited guarantee, and any and all other transaction documents, ancillary agreements, and related instruments as may be necessary or desirable in connection with the Proposed Transaction;

(e) engaging with prospective lenders, banks, financial institutions, financing sources, and insurance carriers in connection with committed debt financing (including any senior secured term loan facilities, revolving credit facilities, bridge loan facilities, and high-yield note offerings) and the procurement of representation-and-warranty insurance policies;

(f) authorizing the preparation and filing of all notifications, applications, and filings with governmental authorities and regulatory bodies as may be required or advisable in connection with the Proposed Transaction, including notifications under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (16 C.F.R. Parts 801–803), filings with the United Kingdom Competition and Markets Authority under the Enterprise Act 2002, filings under the National Security and Investment Act 2021, and notifications with any other antitrust, competition, foreign investment, or regulatory authorities in any applicable jurisdiction; and

(g) coordinating and communicating, directly or through the Partnership's advisors, with the boards of directors, management teams, and advisors of Cloudium Technologies plc and its affiliates as may be necessary or desirable in furtherance of the evaluation, negotiation, and pursuit of the Proposed Transaction.

5. Ratification of Prior Actions

RESOLVED, that any and all actions heretofore taken by any Authorized Person, or by any officer, employee, agent, or representative of the Partnership or the General Partner, in connection with any of the matters contemplated by the foregoing resolutions, including, without limitation, preliminary discussions with Calderwood & Harkness LLP, Osprey Bancroft & Co., and other prospective advisors, preliminary analysis of the Target, and any internal deliberations and planning activities, are hereby ratified, confirmed, approved, and adopted in all respects as actions duly taken on behalf of and in the name of the Partnership.

6. Limitation; Further Authorizations

RESOLVED, that notwithstanding any provision of the foregoing resolutions to the contrary, the resolutions adopted herein authorize the evaluation, negotiation, and pursuit of the Proposed Transaction, including the engagement of advisors and the conduct of due diligence, but the execution and delivery of (i) any definitive merger agreement or agreement and plan of merger (or any amendment or supplement thereto), (ii) any equity commitment letter committing Fund VI capital to the Proposed Transaction, (iii) any limited guarantee issued in favor of Cloudium Technologies plc or any other party, or (iv) any other binding commitment obligating the Partnership, Fund VI, or any affiliate thereof to consummate the Proposed Transaction or to commit investment capital in connection therewith, shall in each case require further authorization by the appropriate governing bodies of the relevant entities, including the members of Solara Fund VI GP LLC in its capacity as the general partner of Fund VI, acting in accordance with the LP Agreement of Fund VI and the LLC Agreement of Solara Fund VI GP LLC, and subject to compliance with any applicable advisory committee consultation or limited partner consent requirements set forth therein. Nothing in these resolutions shall be construed to commit Fund VI capital or to authorize the closing of the Proposed Transaction absent such further authorizations.

7. Effectiveness. RESOLVED, that these resolutions shall be effective as of August 14, 2023, and shall remain in full force and effect until expressly modified, amended, supplemented, or revoked by further written action of the members of the General Partner. Each Authorized Person shall have continuing authority under these resolutions unless and until such authority is expressly revoked or superseded.

GENERAL PROVISIONS

This Unanimous Written Consent may be executed in one or more counterparts (including by means of facsimile or portable document format (PDF) transmitted by electronic mail), 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 a signature page to this Unanimous Written Consent by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart.

This Unanimous Written Consent shall be filed with the minutes and records of the Partnership and the General Partner in accordance with the GP LLC Agreement and the LP Agreement and shall have the same force and effect as if adopted at a duly convened meeting of the members of the General Partner at which all members were present and voting.

IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent effective as of the date first set forth above.

MEMBERS OF SOLARA DIGITAL GP LLC

________________________________________

Marcus Elliston Founder & Managing Partner Member of Solara Digital GP LLC

Date: August 14, 2023

________________________________________

Priya Narasimhan Co-Managing Partner & Chief Investment Officer Member of Solara Digital GP LLC

Date: August 14, 2023

CERTIFICATE OF THE RECORD-KEEPER

OF SOLARA DIGITAL GP LLC

I, the undersigned, being the duly designated record-keeper of Solara Digital GP LLC, a Delaware limited liability company (the "General Partner"), and the sole general partner of Solara Digital Infrastructure LP, a Delaware limited partnership (the "Partnership"), do hereby certify as follows:

1. The foregoing is a true, correct, and complete copy of the Unanimous Written Consent of the Members of Solara Digital GP LLC, adopted effective as of August 14, 2023, in its capacity as the sole general partner of Solara Digital Infrastructure LP (the "Consent").

2. The Consent was duly adopted by all of the members of the General Partner by unanimous written consent in lieu of a meeting, in accordance with the Limited Liability Company Agreement of Solara Digital GP LLC and the Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure LP, and in accordance with the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code) and the Delaware Revised Uniform Limited Partnership Act (Title 6, Chapter 17 of the Delaware Code).

3. As of the date of this Certificate, the Consent has not been amended, modified, supplemented, or revoked in any respect, and the resolutions set forth therein remain in full force and effect.

4. Each of Marcus Elliston and Priya Narasimhan is an Authorized Person (as defined in the Consent) and is duly authorized to act on behalf of the Partnership in accordance with the terms and conditions of the Consent.

IN WITNESS WHEREOF, I have executed this Certificate as of the date set forth below.

________________________________________

Name: ________

Title: Record-Keeper, Solara Digital GP LLC

Date: ________

This document and the information contained herein are confidential and proprietary to Solara Digital GP LLC and Solara Digital Infrastructure LP. This document is subject to the attorney-client privilege and the work product doctrine to the fullest extent applicable. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.

UNANIMOUS WRITTEN CONSENT
OF THE MEMBERS
OF SOLARA DIGITAL GP LLC,
a Delaware limited liability company,
IN ITS CAPACITY AS GENERAL PARTNER
OF SOLARA DIGITAL INFRASTRUCTURE LP,
a Delaware limited partnership
Effective as of August 14, 2023
The undersigned, constituting all of the members of Solara Digital GP LLC, a Delaware limited liability company ("Solara GP" or the "General Partner"), and the sole general partner of Solara Digital Infrastructure LP, a Delaware limited partnership ("SDILP" or the "Partnership"), with its principal office at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801, acting by written consent in lieu of a meeting pursuant to the Limited Liability Company Agreement of Solara Digital GP LLC, dated as of June 12, 2015, as amended from time to time (the "GP LLC Agreement"), and the Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure LP, dated as of June 12, 2015, as amended from time to time (the "LP Agreement"), hereby adopt the following resolutions by unanimous written consent, effective as of the date first set forth above. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the GP LLC Agreement or the LP Agreement, as applicable.
RECITALS
WHEREAS:
A. Description of the Partnership. Solara Digital Infrastructure LP is a Delaware limited partnership formed for the purpose of, among other things, sponsoring and managing private equity investment funds focused on digital infrastructure and enterprise software assets. Solara Digital GP LLC serves as the sole general partner of the Partnership and, in such capacity, is responsible for directing and managing the business and affairs of the Partnership. As of the date hereof, the Partnership has assets under management of approximately Thirty-Eight Billion Dollars ($38,000,000,000) across six flagship investment funds. The Partnership's managing partners are Marcus Elliston (Founder & Managing Partner) and Priya Narasimhan (Co-Managing Partner & Chief Investment Officer), each of whom serves as a member of the General Partner and holds the authority delegated to such persons under the GP LLC Agreement and the LP Agreement.
B. Description of the Proposed Transaction. The General Partner has been presented with and has reviewed certain materials, including financial analyses, strategic assessments, due diligence memoranda, and preliminary valuation analyses, regarding a potential acquisition (the "Proposed Transaction") of Cloudium Technologies plc ("Cloudium" or the "Target"), a public limited company incorporated under the laws of England and Wales (Company No. 09734521), whose shares of common stock are listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." Cloudium is a provider of cloud-native enterprise resource planning ("ERP"), customer-relationship management ("CRM"), and business-intelligence ("BI") software-as-a-service ("SaaS") solutions, with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its United States headquarters located at 600 Townsend Street, Suite 800, San Francisco, California 94103.
As of the date hereof, based on publicly available information and information provided to the General Partner, the Target has:
(i) approximately 184,200,000 shares of common stock issued and outstanding;
(ii) approximately 6,800 employees globally, with operations primarily in the United States, the United Kingdom, India, and Germany;
(iii) last-twelve-months ("LTM") revenue of approximately One Billion Six Hundred Twenty Million Dollars ($1,620,000,000) for the fiscal year ending September 30, 2023; and
(iv) LTM earnings before interest, taxes, depreciation, and amortization ("EBITDA") of approximately Four Hundred Five Million Dollars ($405,000,000) for the fiscal year ending September 30, 2023.
The Proposed Transaction is expected to be structured as a reverse triangular merger under the Delaware General Corporation Law (Title 8, Chapter 1 of the Delaware Code), pursuant to which a newly formed wholly owned merger subsidiary of the acquiring entity would merge with and into Cloudium, with Cloudium surviving the merger as an indirect wholly owned subsidiary of the acquiring entity, at an aggregate enterprise value / deal value of approximately Six Billion Eight Hundred Million Dollars ($6,800,000,000) (the "Enterprise Value").
The Proposed Transaction would be pursued through Solara Digital Infrastructure Fund VI LP ("Fund VI"), a Delaware limited partnership (EIN 87-4523190), a flagship investment fund of the Partnership with approximately Twelve Billion Four Hundred Million Dollars ($12,400,000,000) of committed capital (vintage 2022), whose general partner is Solara Fund VI GP LLC, a Delaware limited liability company.
C. Engagement of Legal Counsel. In connection with the Proposed Transaction, the General Partner has been presented with a proposal to engage Calderwood & Harkness LLP ("C&H" or "Outside Counsel"), a limited liability partnership organized under the laws of the State of New York, with offices at 599 Lexington Avenue, New York, New York 10022; 1601 K Street NW, Washington, DC 20006; and One Bartholomew Close, London EC1A 7BL, United Kingdom, to serve as lead legal counsel to the buyer side (the Partnership and its affiliates, including Fund VI) in connection with the Proposed Transaction. The engagement would be led by Harrison Wexford (Responsible Partner, Mergers & Acquisitions) and Beatrice Holloway (Billing Partner, Mergers & Acquisitions), with the firm's assigned matter number for the engagement being 1041-00003.
The scope of the proposed engagement of Calderwood & Harkness LLP would encompass, among other matters:
(a) legal, financial, regulatory, and operational due diligence of the Target and its subsidiaries;
(b) negotiation and drafting of the definitive merger agreement, disclosure schedules, and all ancillary transaction documents;
(c) structuring and documentation of committed debt financing, including any bridge loan facilities, term loan facilities, and high-yield note offerings;
(d) structuring and documentation of equity rollover mechanics and management incentive plans;
(e) procurement and negotiation of representation-and-warranty insurance policies;
(f) preparation and filing of all antitrust and competition filings, including filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and filings with the United Kingdom Competition and Markets Authority (the "UK CMA");
(g) tax structuring and cross-border tax planning;
(h) employment, benefits, and executive compensation matters; and
(i) all related matters arising through and including signing, regulatory clearance, and closing of the Proposed Transaction.
D. Authorization Required. The members of the General Partner have carefully reviewed and considered the foregoing matters and have determined that it is in the best interests of the Partnership and its stakeholders—including its limited partners, the investors in Fund VI, and the Partnership's employees and affiliates—to authorize the engagement of Calderwood & Harkness LLP and to authorize the officers and authorized representatives of the Partnership to take all actions necessary or desirable to evaluate, negotiate, and pursue the Proposed Transaction, subject to such further authorizations as may be required for the execution of definitive documentation and the commitment of fund capital.
NOW, THEREFORE, BE IT RESOLVED, that the members of Solara Digital GP LLC, acting in their capacity as the members of the sole general partner of Solara Digital Infrastructure LP, hereby adopt the following resolutions:
RESOLUTIONS
1. Authorization of Engagement of Calderwood & Harkness LLP
RESOLVED, that the Partnership is hereby authorized to engage Calderwood & Harkness LLP as legal counsel to the Partnership and its affiliates (including, without limitation, Solara Digital Infrastructure Fund VI LP and Solara Fund VI GP LLC) in connection with the Proposed Transaction, on such terms and conditions as are set forth in the engagement letter between the Partnership and Calderwood & Harkness LLP, dated as of August 14, 2023 (the "Engagement Letter"), with Harrison Wexford serving as Responsible Partner and Beatrice Holloway serving as Billing Partner, under Matter No. 1041-00003, a copy of which Engagement Letter has been reviewed and approved by the members of the General Partner and shall be filed with the records of the Partnership; and it is further
RESOLVED, that each of Marcus Elliston and Priya Narasimhan, acting individually or together (each, an "Authorized Person"), is hereby authorized and directed to execute and deliver, on behalf of the Partnership, the Engagement Letter with Calderwood & Harkness LLP and any amendments, supplements, modifications, side letters, or waivers thereto as such Authorized Person may, in his or her sole discretion, deem necessary, appropriate, or advisable in connection with the engagement of Calderwood & Harkness LLP, with the execution of any such documents by an Authorized Person to be conclusive evidence of such Authorized Person's approval thereof.
2. Authorization to Pursue the Proposed Transaction
RESOLVED, that the Partnership is hereby authorized to evaluate, negotiate, and pursue the Proposed Transaction, including the potential acquisition of Cloudium Technologies plc for an enterprise value / deal value of approximately Six Billion Eight Hundred Million Dollars ($6,800,000,000) by means of a reverse triangular merger under the Delaware General Corporation Law, or such other transaction structure (including, without limitation, a forward merger, a tender offer followed by a back-end merger, a scheme of arrangement under the UK Companies Act 2006, or any combination thereof) as the Authorized Persons may, in their judgment, determine to be appropriate in light of the circumstances and considerations arising in connection with the evaluation and negotiation of the Proposed Transaction; and it is further
RESOLVED, that each Authorized Person is hereby authorized to negotiate, execute, and deliver, on behalf of the Partnership and in its capacity as sponsor and manager, a confidentiality and non-disclosure agreement with Cloudium Technologies plc and/or its representatives and advisors, exclusivity agreements, preliminary indications of interest, non-binding letters of intent, process letters, clean team agreements, common interest agreements, and such other preliminary transaction documents as may be necessary or desirable in connection with the evaluation and pursuit of the Proposed Transaction, with the execution of any such documents by an Authorized Person to be conclusive evidence of such Authorized Person's approval of the terms thereof.
3. Authorization to Engage Additional Advisors
RESOLVED, that each Authorized Person is hereby authorized and empowered to engage, on behalf of the Partnership and its affiliates, such financial advisors, accounting and tax advisors, regulatory counsel, insurance brokers, industry consultants, and other professionals and advisors as such Authorized Person may deem necessary or advisable in connection with the Proposed Transaction, and to execute and deliver engagement letters, fee agreements, indemnification agreements, and related agreements on behalf of the Partnership in connection therewith, including, without limitation, the following:
(a) Financial Advisors: Osprey Bancroft & Co., with offices at 280 Park Avenue, New York, New York 10017, with the engagement to be led by Damien Harlow, Managing Director, Technology Mergers & Acquisitions, to provide financial advisory services, including valuation analysis, transaction structuring, negotiation support, and assistance in arranging committed debt financing;
(b) Accounting and Tax Advisors: Glenmore Thornton LLP, with offices at 30 Hudson Yards, New York, New York 10001, with the engagement to be led by Richard Okamura and Vanessa Liu, to provide accounting, financial, and tax due diligence services, quality of earnings analysis, tax structuring advice, and post-closing integration tax planning;
(c) UK Regulatory Counsel: Albright & Kerr LLP, with offices at 5 New Street Square, London EC4A 3TW, United Kingdom, with the engagement to be led by Fiona McAllister, to advise on UK competition and regulatory matters, including the UK CMA review process, the National Security and Investment Act 2021, and any other applicable UK regulatory requirements;
(d) Insurance Brokers: Such representation-and-warranty insurance brokers and carriers as the Authorized Persons may select in their discretion, to procure buy-side representation-and-warranty insurance policies in connection with the Proposed Transaction; and
(e) Other Advisors and Consultants: Such other consultants, advisors, and service providers (including, without limitation, technology diligence consultants, environmental consultants, human resources consultants, and public relations advisors) as the Authorized Persons may determine to be necessary or advisable in connection with the evaluation, negotiation, and pursuit of the Proposed Transaction.
4. Authorization to Take All Necessary and Desirable Actions
RESOLVED, that each Authorized Person is hereby authorized and empowered, in the name and on behalf of the Partnership, to execute and deliver any and all documents, certificates, instruments, agreements, notices, consents, and communications, and to take any and all actions, as such Authorized Person may deem necessary, appropriate, or desirable to carry out the purposes and intent of the foregoing resolutions, including, without limitation:
(a) directing the activities of Solara Digital Infrastructure Fund VI LP and Solara Fund VI GP LLC (and any merger subsidiary, acquisition vehicle, or special-purpose entity to be formed in connection with the Proposed Transaction), subject to such further authorizations as may be required under the respective governing documents of such entities, including the Amended and Restated Agreement of Limited Partnership of Fund VI and the Limited Liability Company Agreement of Solara Fund VI GP LLC;
(b) causing the formation, organization, and qualification of any acquisition vehicle, merger subsidiary, or special-purpose entity under the laws of the State of Delaware or any other jurisdiction as may be required or desirable to effectuate the Proposed Transaction, including the filing of certificates of formation, certificates of incorporation, or similar organizational documents with the appropriate Secretary of State or other governmental authority;
(c) authorizing and directing the conduct of comprehensive due diligence investigations of Cloudium Technologies plc and its direct and indirect subsidiaries, including, without limitation, Cloudium Technologies UK Ltd. (a company incorporated in England and Wales), Cloudium Technologies India Pvt. Ltd. (a company incorporated in the Republic of India), and Cloudium Solutions GmbH (a company organized under the laws of the Federal Republic of Germany), and including the review of financial, legal, tax, regulatory, commercial, technological, intellectual property, employment, environmental, real estate, insurance, and other matters;
(d) negotiating the material terms of any merger agreement, agreement and plan of merger, debt commitment letter, fee letter, equity commitment letter, equity co-investment agreement, rollover agreement, management equity plan, limited guarantee, and any and all other transaction documents, ancillary agreements, and related instruments as may be necessary or desirable in connection with the Proposed Transaction;
(e) engaging with prospective lenders, banks, financial institutions, financing sources, and insurance carriers in connection with committed debt financing (including any senior secured term loan facilities, revolving credit facilities, bridge loan facilities, and high-yield note offerings) and the procurement of representation-and-warranty insurance policies;
(f) authorizing the preparation and filing of all notifications, applications, and filings with governmental authorities and regulatory bodies as may be required or advisable in connection with the Proposed Transaction, including notifications under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (16 C.F.R. Parts 801–803), filings with the United Kingdom Competition and Markets Authority under the Enterprise Act 2002, filings under the National Security and Investment Act 2021, and notifications with any other antitrust, competition, foreign investment, or regulatory authorities in any applicable jurisdiction; and
(g) coordinating and communicating, directly or through the Partnership's advisors, with the boards of directors, management teams, and advisors of Cloudium Technologies plc and its affiliates as may be necessary or desirable in furtherance of the evaluation, negotiation, and pursuit of the Proposed Transaction.
5. Ratification of Prior Actions
RESOLVED, that any and all actions heretofore taken by any Authorized Person, or by any officer, employee, agent, or representative of the Partnership or the General Partner, in connection with any of the matters contemplated by the foregoing resolutions, including, without limitation, preliminary discussions with Calderwood & Harkness LLP, Osprey Bancroft & Co., and other prospective advisors, preliminary analysis of the Target, and any internal deliberations and planning activities, are hereby ratified, confirmed, approved, and adopted in all respects as actions duly taken on behalf of and in the name of the Partnership.
6. Limitation; Further Authorizations
RESOLVED, that notwithstanding any provision of the foregoing resolutions to the contrary, the resolutions adopted herein authorize the evaluation, negotiation, and pursuit of the Proposed Transaction, including the engagement of advisors and the conduct of due diligence, but the execution and delivery of (i) any definitive merger agreement or agreement and plan of merger (or any amendment or supplement thereto), (ii) any equity commitment letter committing Fund VI capital to the Proposed Transaction, (iii) any limited guarantee issued in favor of Cloudium Technologies plc or any other party, or (iv) any other binding commitment obligating the Partnership, Fund VI, or any affiliate thereof to consummate the Proposed Transaction or to commit investment capital in connection therewith, shall in each case require further authorization by the appropriate governing bodies of the relevant entities, including the members of Solara Fund VI GP LLC in its capacity as the general partner of Fund VI, acting in accordance with the LP Agreement of Fund VI and the LLC Agreement of Solara Fund VI GP LLC, and subject to compliance with any applicable advisory committee consultation or limited partner consent requirements set forth therein. Nothing in these resolutions shall be construed to commit Fund VI capital or to authorize the closing of the Proposed Transaction absent such further authorizations.
7. Effectiveness.  RESOLVED, that these resolutions shall be effective as of August 14, 2023, and shall remain in full force and effect until expressly modified, amended, supplemented, or revoked by further written action of the members of the General Partner. Each Authorized Person shall have continuing authority under these resolutions unless and until such authority is expressly revoked or superseded.
GENERAL PROVISIONS
This Unanimous Written Consent may be executed in one or more counterparts (including by means of facsimile or portable document format (PDF) transmitted by electronic mail), 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 a signature page to this Unanimous Written Consent by facsimile or electronic mail shall be effective as delivery of a manually executed counterpart.
This Unanimous Written Consent shall be filed with the minutes and records of the Partnership and the General Partner in accordance with the GP LLC Agreement and the LP Agreement and shall have the same force and effect as if adopted at a duly convened meeting of the members of the General Partner at which all members were present and voting.
IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent effective as of the date first set forth above.
MEMBERS OF SOLARA DIGITAL GP LLC
________________________________________
Marcus Elliston Founder & Managing Partner Member of Solara Digital GP LLC
Date: August 14, 2023
________________________________________
Priya Narasimhan Co-Managing Partner & Chief Investment Officer Member of Solara Digital GP LLC
Date: August 14, 2023
CERTIFICATE OF THE RECORD-KEEPER
OF SOLARA DIGITAL GP LLC
I, the undersigned, being the duly designated record-keeper of Solara Digital GP LLC, a Delaware limited liability company (the "General Partner"), and the sole general partner of Solara Digital Infrastructure LP, a Delaware limited partnership (the "Partnership"), do hereby certify as follows:
1.  The foregoing is a true, correct, and complete copy of the Unanimous Written Consent of the Members of Solara Digital GP LLC, adopted effective as of August 14, 2023, in its capacity as the sole general partner of Solara Digital Infrastructure LP (the "Consent").
2.  The Consent was duly adopted by all of the members of the General Partner by unanimous written consent in lieu of a meeting, in accordance with the Limited Liability Company Agreement of Solara Digital GP LLC and the Amended and Restated Agreement of Limited Partnership of Solara Digital Infrastructure LP, and in accordance with the Delaware Limited Liability Company Act (Title 6, Chapter 18 of the Delaware Code) and the Delaware Revised Uniform Limited Partnership Act (Title 6, Chapter 17 of the Delaware Code).
3.  As of the date of this Certificate, the Consent has not been amended, modified, supplemented, or revoked in any respect, and the resolutions set forth therein remain in full force and effect.
4.  Each of Marcus Elliston and Priya Narasimhan is an Authorized Person (as defined in the Consent) and is duly authorized to act on behalf of the Partnership in accordance with the terms and conditions of the Consent.
IN WITNESS WHEREOF, I have executed this Certificate as of the date set forth below.
________________________________________
Name: ________
Title: Record-Keeper, Solara Digital GP LLC
Date: ________
This document and the information contained herein are confidential and proprietary to Solara Digital GP LLC and Solara Digital Infrastructure LP. This document is subject to the attorney-client privilege and the work product doctrine to the fullest extent applicable. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.

UNANIMOUS WRITTEN CONSENT

OF THE MEMBERS

OF SOLARA DIGITAL GP LLC,

IN ITS CAPACITY AS GENERAL PARTNER

OF SOLARA DIGITAL INFRASTRUCTURE LP,

RECITALS

WHEREAS:

RESOLUTIONS

GENERAL PROVISIONS

MEMBERS OF SOLARA DIGITAL GP LLC

CERTIFICATE OF THE RECORD-KEEPER

OF SOLARA DIGITAL GP LLC

Record

Parties

Dates

Amounts