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Contract analysis / secretarys-certificate-merger-sub.docx
secretarys-certificate-merger-sub.docx
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1. Identification of Certifying Officer
1. Identification of Certifying Officer The undersigned, Priya S. Narayanan, hereby certifies that she is the duly elected, qualified, and acting Secretary of Stratos Merger Sub Inc., a corporation duly organized and validly existing under the laws of the State of Delaware, with its registered office located at 1209 Orange Street, Wilmington, Delaware 19801, and its principal executive office located at 280 Park Aven
2. Certificate of Incorporation
2. Certificate of Incorporation Attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Incorporation of Stratos Merger Sub Inc. (the "Certificate of Incorporation"), as filed with the Secretary of State of the State of Delaware on January 8, 2024, under File No. 7923841, in accordance with the provisions of the DGCL. The Certificate of Incorporation has not been amended, restated, su
3. Bylaws
3. Bylaws Attached hereto as Exhibit B is a true, correct, and complete copy of the Bylaws of Stratos Merger Sub Inc. (the "Bylaws"), as adopted by the sole incorporator of Merger Sub on January 8, 2024, and subsequently ratified by the sole director of Merger Sub. The Bylaws have not been amended, restated, supplemented, or otherwise modified in any respect since their initial adoption on January 8, 2024, and remain
4. Board Consent (Resolutions of the Board of Directors)
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⚑ Forum / governing law
4. Board Consent (Resolutions of the Board of Directors) Attached hereto as Exhibit C is a true, correct, and complete copy of the Unanimous Written Consent of the Sole Director of Stratos Merger Sub Inc. in Lieu of an Organizational Meeting and Special Meeting, dated January 22, 2024 (the "Board Consent"), executed by the sole director of Merger Sub in accordance with Section 141(f) of the DGCL and the Bylaws of Mer
5. Stockholder Consent (Written Consent of Sole Stockholder)
5. Stockholder Consent (Written Consent of Sole Stockholder) Attached hereto as Exhibit D is a true, correct, and complete copy of the Written Consent of Solara Digital Infrastructure Fund VI LP, as the sole stockholder of Stratos Merger Sub Inc., dated January 22, 2024 (the "Stockholder Consent"), executed in accordance with Section 228 of the DGCL. The Stockholder Consent approves and adopts the Merger Agreement an
6. Incumbency Certificate
6. Incumbency Certificate Attached hereto as Exhibit E is a true, correct, and complete incumbency certificate setting forth the name, title, and true and genuine specimen signature of each officer and director of Stratos Merger Sub Inc. who is authorized to execute and deliver the Merger Agreement, the Certificate of Merger, and any and all other documents, instruments, agreements, or certificates on behalf of Merge
7. Good Standing and Existence
7. Good Standing and Existence Merger Sub is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware as of the date hereof. Reference is made to the Certificate of Good Standing (or equivalent certificate of status) issued by the Delaware Secretary of State dated July 3, 2024, a copy of which has been delivered separately as a closing deliverable under the Merger A
8. No Amendments or Conflicts
8. No Amendments or Conflicts The undersigned hereby further certifies that, since the date of execution of the Merger Agreement on January 22, 2024, and through and including the date hereof: (a) none of the Certificate of Incorporation, the Bylaws, the Board Consent, or the Stockholder Consent has been amended, modified, supplemented, restated, rescinded, or revoked in any respect, and each remains in full force an
9. Reliance
9. Reliance This Certificate is being delivered by the undersigned in her capacity as Secretary of Merger Sub pursuant to the requirements of the Merger Agreement, and specifically in satisfaction of the conditions to Closing set forth therein. The undersigned acknowledges and confirms that each of Parent, the Company, Meridian Atlantic Bank, N.A. (in its capacity as Administrative Agent under the Credit Agreement en