Contract analysis

Section 1.1 — Registered Office The registered office of the Corporation in the State of Delaware shall be located at 1209 Orange Street, Wilmington, Delaware 19801, and the registered agent of the Corporation at such address shall be National Registered Agents Inc., or such other registered agent or registered office as may from time to time be designated by resolution of the Board of Directors and reflected in the

Section 1.2 — Other Offices The Corporation may also have offices at such other places, both within and without the State of Delaware, as the Board of Directors may from time to time determine or as the business of the Corporation may require. The principal business office of the Corporation shall initially be located at 600 Townsend Street, Suite 800, San Francisco, California 94103, and may thereafter be relocated

Section 2.1 — Place of Meetings Meetings of stockholders shall be held at such place, if any, within or without the State of Delaware, as may be designated from time to time by the Board of Directors and stated in the notice of meeting or in a duly executed waiver of notice thereof. Notwithstanding the foregoing, the Board of Directors may, in its sole discretion and to the fullest extent permitted by the DGCL, deter

Section 2.2 — Annual Meeting An annual meeting of stockholders shall be held on such date, at such time, and at such place, if any, or solely by means of remote communication, as shall be designated by the Board of Directors from time to time. At each annual meeting, the stockholders shall elect directors to serve in accordance with these Bylaws and shall transact such other business as may properly come before the m

Section 2.3 — Special Meetings Special meetings of stockholders may be called at any time by the Board of Directors, the Chairman of the Board, or the sole stockholder. For the avoidance of doubt, following the consummation of the merger contemplated by the Merger Agreement and as a consequence of the Corporation being a wholly owned subsidiary of Solara Digital Infrastructure Fund VI LP, the sole stockholder may cal

Section 2.4 — Notice of Meetings Written notice of each meeting of stockholders shall be given in accordance with the DGCL. Such notice shall state the place, if any, date, and hour of the meeting, the means of remote communication, if any, by which stockholders and proxyholders may be deemed present in person and vote at such meeting, and, in the case of a special meeting, the purpose or purposes for which the meeti

Section 2.5 — Quorum Except as otherwise provided by the DGCL, the Certificate of Incorporation, or these Bylaws, the holders of a majority of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote thereat, present in person, present by means of remote communication to the extent authorized by law, or represented by proxy, shall constitute a quorum for the transaction of busine

Section 2.6 — Voting Each stockholder entitled to vote at any meeting of stockholders shall be entitled to one (1) vote for each share of capital stock held by such stockholder and entitled to vote on the matter submitted to a vote. When a quorum is present at any meeting of stockholders, the affirmative vote of the holders of a majority of the shares present in person, present by means of remote communication to the

Section 2.7 — Action by Written Consent Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing or by electronic transmission, setting forth the action so taken, shall be signed by the holders of outstanding s

Section 2.8 — Proxies Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing may authorize another person or persons to act for such stockholder by proxy in any manner permitted by the DGCL. No proxy shall be voted or acted upon after three (3) years from its date, unless such proxy provides for a longer period, in which case such proxy shall be valid for t

Section 2.9 — Record Date In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, to vote at any such meeting, to express consent to corporate action in writing without a meeting, to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion, or excha

Section 2.10 — Stockholder List The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open

ARTICLE III — BOARD OF DIRECTORS

Section 3.1 — General Powers The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided in the DGCL or in the Certificate of Incorporation. The Board of Directors shall have and may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation, or thes

Section 3.2 — Number, Election, and Term The number of directors constituting the whole Board of Directors shall be fixed from time to time exclusively by resolution adopted by the Board of Directors or by the sole stockholder; provided, however, that the number of directors shall in no event be less than one (1). The initial directors of the Corporation serving as of the Effective Time shall be those persons designa

Section 3.3 — Vacancies and Newly Created Directorships Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by the affirmative vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole stockholder. A director elected to fill a vacancy shall hold office until the next annual meeting of stockholders and

Section 3.4 — Removal Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors. As of the Effective Time, because Solara Digital Infrastructure Fund VI LP is the sole stockholder of the Corporation, such removal power may be exercised by Solara Digital Infrastructure Fund VI LP acting in its capaci

Section 3.5 — Regular Meetings Regular meetings of the Board of Directors may be held at such times and at such places, within or without the State of Delaware, as shall from time to time be determined by resolution of the Board of Directors. Notice of regular meetings need not be given if the time and place, if any, of such meetings have been fixed by resolution of the Board of Directors.

Section 3.6 — Special Meetings Special meetings of the Board of Directors may be called by the Chairman of the Board, any director, or any officer of the Corporation. Notice of each special meeting shall be given to each director at least twenty-four (24) hours before the time of the meeting by telephone, electronic mail, facsimile transmission, personal delivery, overnight courier, or any other usual means of commun

Section 3.7 — Quorum and Voting A majority of the total number of directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, except as otherwise provided by the DGCL or these Bylaws. The act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required

Section 3.8 — Action by Written Consent Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, 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 of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission. Any such written

Section 3.9 — Telephonic / Electronic Meetings Members of the Board of Directors, or of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of conference telephone, videoconference, or other communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to thi

Section 3.10 — Committees The Board of Directors may designate one or more committees, each such committee to consist of one (1) or more directors of the Corporation, to the fullest extent permitted by the DGCL. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the

Section 3.11 — Compensation of Directors Directors may receive such compensation for their services as directors, and such reimbursement for expenses incurred in attending meetings of the Board of Directors or committees thereof or in the performance of other services for the Corporation, as may be fixed from time to time by resolution of the Board of Directors or by the sole stockholder. Nothing contained in this Se

Section 3.12 — Chairman of the Board The Board of Directors may elect from among its members a Chairman of the Board. The Chairman of the Board, if one is elected, shall preside at all meetings of the Board of Directors and at all meetings of stockholders, except as otherwise determined by the Board of Directors or if the Chairman is absent. The Chairman of the Board shall have such other powers and perform such othe

Section 4.1 — Officers Generally The officers of the Corporation shall include a President, a Secretary, and a Treasurer, and may include one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers and agents as may be elected or appointed by the Board of Directors from time to time. Any two (2) or more offices may be held by the same person, unless otherw

Section 4.2 — Election and Term of Office The officers of the Corporation shall be elected or appointed by the Board of Directors. Each officer shall hold office until such officer's successor has been duly elected or appointed and qualified, or until such officer's earlier resignation, removal, death, or incapacity. Election or appointment of an officer shall not of itself create any contract rights.

Section 4.3 — Removal Any officer of the Corporation may be removed by the Board of Directors at any time, with or without cause. Any such removal shall be without prejudice to the contract rights, if any, of the person so removed. The appointment or election of an officer shall not itself give rise to contractual rights absent a separate agreement.

Section 4.4 — Vacancies A vacancy in any office by reason of death, resignation, removal, disqualification, or any other cause may be filled by the Board of Directors for the unexpired portion of the term or for such other period as the Board of Directors may determine.

Section 4.5 — President The President shall be the chief executive officer of the Corporation unless the Board of Directors shall designate another officer as Chief Executive Officer. Subject to the supervision and direction of the Board of Directors, the President shall have general supervision and control over the business and affairs of the Corporation and shall see that all orders and resolutions of the Board of

Section 4.6 — Vice Presidents Each Vice President, if any, shall have such powers and perform such duties as may be assigned by the Board of Directors or by the President. In the absence of the President or in the event of the President's inability or refusal to act, the Vice President, or if there shall be more than one Vice President, the Vice Presidents in the order of their rank as fixed by the Board of Directors

Section 4.7 — Secretary The Secretary shall keep or cause to be kept the minutes of all meetings of the stockholders and of the Board of Directors and of all committees of the Board of Directors in one or more books provided for that purpose. The Secretary shall: act as custodian of the corporate records and of the seal of the Corporation, if any; give or cause to be given notice of all meetings of stockholders and s

Section 4.8 — Treasurer / Chief Financial Officer The Treasurer, who may also be designated by the Board of Directors as the Chief Financial Officer, shall have custody of the corporate funds and securities and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The Treasurer shall receive and give receipts for moneys due and payable to the Co

Section 4.9 — Assistant Officers Each Assistant Secretary and Assistant Treasurer, and each other assistant officer of the Corporation, if any, shall have such powers and perform such duties as may be assigned by the Board of Directors or by the officer whom such assistant officer is designated to assist. Without limiting the generality of the foregoing, Assistant Secretaries and Assistant Treasurers shall perform th

Section 4.10 — Compensation The compensation of the officers of the Corporation shall be fixed from time to time by the Board of Directors, or as otherwise determined by the sole stockholder to the extent permitted by law.

Section 5.1 — Stock Certificates; Uncertificated Shares The shares of the Corporation shall be represented by certificates; provided, however, that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of stock shall be uncertificated shares to the fullest extent permitted by the DGCL. Any such resolution shall not apply to shares represented by a certificate

Section 5.2 — Transfer of Shares Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation and shall be effected, in the case of certificated shares, upon surrender to the Corporation or its transfer agent of the certificate or certificates duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer and, in the case of uncertificated sha

Section 5.3 — Registered Stockholders The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of stock to receive dividends or other distributions, to vote such shares, to receive notices, and for all other purposes, and shall not be bound to recognize any equitable or other claim to or interest in such shares on the part of any other person, wheth

Section 5.4 — Lost, Stolen, or Destroyed Certificates The Board of Directors may direct that a new certificate or uncertificated shares be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing such issuance of a repla

Section 5.5 — Record Date The provisions of Section 2.9 of these Bylaws shall apply to the fixing of record dates with respect to shares of stock of the Corporation for all purposes contemplated by these Bylaws, the Certificate of Incorporation, and the DGCL.

ARTICLE VI — INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 6.1 — Right to Indemnification The Corporation shall indemnify and hold harmless, to the fullest extent permitted by the DGCL as the same now exists or as it may hereafter be amended, any person who was or is made or is threatened to be made a party to, or is otherwise involved in, any threatened, pending, or completed action, suit, proceeding, or investigation, whether civil, criminal, administrative, or inv

Section 6.2 — Advancement of Expenses Expenses, including attorneys' fees, incurred by a director or officer of the Corporation in defending any Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be inde

Section 6.3 — Indemnification of Employees and Agents The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and advancement of expenses to any employee or agent of the Corporation or to any person serving at the request of the Corporation as an employee or agent of another entity or enterprise, on the same terms or on such different terms as the Boa

Section 6.4 — Non-Exclusivity of Rights The rights to indemnification and advancement of expenses conferred by this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise. Without limiting the foregoing, the Corporation ma

Section 6.5 — Insurance The Corporation may purchase and maintain insurance, at its expense, on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or who is or was serving at the request of the Corporation in any such capacity for another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any liability asserted against such p

Section 6.6 — Survival The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall continue as to a person who has ceased to be a director, officer, employee, or agent of the Corporation and shall inure to the benefit of the heirs, executors, administrators, legal representatives, and estate of such person. No amendment, repeal, or modification of this Article VI shall a

Section 6.7 — Limitation on Indemnification Notwithstanding anything contained in this Article VI to the contrary, except as otherwise required by law, the Corporation shall not be obligated to indemnify or advance expenses to any director or officer in connection with a Proceeding, or part thereof, initiated by such person, except for a Proceeding authorized or consented to by the Board of Directors or a Proceeding

ARTICLE VII — MISCELLANEOUS PROVISIONS

Section 7.1 — Fiscal Year The fiscal year of the Corporation shall end on September 30 of each year, unless otherwise fixed by resolution of the Board of Directors. This fiscal year-end is intended to be consistent with the historical fiscal year of Cloudium Technologies plc prior to the Effective Time. Nothing in this Section 7.1 shall limit the authority of the Board of Directors to change the fiscal year of the Co

Section 7.2 — Corporate Seal The Board of Directors may adopt a corporate seal for the Corporation in such form as it shall determine, and may alter the same at its pleasure. The absence of a corporate seal on any instrument executed on behalf of the Corporation shall not affect the validity of such instrument unless otherwise required by law.

Section 7.3 — Notices Whenever notice is required to be given under the DGCL, the Certificate of Incorporation, or these Bylaws, such notice may be given in writing by mail, by hand delivery, by nationally recognized overnight courier, or by electronic transmission, to the extent permitted by law. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to

Section 7.4 — Waiver of Notice Whenever any notice is required to be given under the DGCL, the Certificate of Incorporation, or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting

Section 7.5 — Checks, Drafts, and Notes All checks, drafts, electronic funds transfer instructions, or other orders for the payment of money, and all notes, bonds, debentures, or other evidences of indebtedness issued in the name of the Corporation, shall be signed, authorized, or otherwise approved by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be deter

Section 7.6 — Contracts and Instruments The Board of Directors may authorize any officer or officers, agent or agents, in the name of and on behalf of the Corporation, to enter into any contract or execute and deliver any instrument or document, and such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors or expressly authorized by these Bylaws, no officer, agent

Section 7.7 — Loans No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors. Such authority may be general or confined to specific instances. Without limiting the generality of the foregoing, any borrowing, incurrence of indebtedness, guarantee, lien granting, or related financing action by the Cor