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, County of New Castle. The name of the Corporation's registered agent at such address shall be National Registered Agents Inc. The registered office and registered agent of the Corporation may be changed from time to time by resolution of the Board of Dir

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 and affairs of the Corporation may require. The principal business correspondence address of the Corporation shall be c/o Solara Digital Infrastructure LP, 1200 Market Street, Suite 3400, Wilmington, Delaware

ARTICLE II — MEETINGS OF STOCKHOLDERS

Section 2.1 — Place of Meetings Meetings of stockholders of the Corporation may be held at any place, within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting. In the absence of any such designation by the Board of Directors, meetings of stockholders shall be held at the registered office of the Corporation in the State of Dela

Section 2.2 — Annual Meetings An annual meeting of stockholders shall be held at such date, time, and place (if any) as shall be designated from time to time by the Board of Directors for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. If the Board of Directors does not otherwise fix the date, time, and place of the annual meeting, the annual m

Section 2.3 — Special Meetings Special meetings of the stockholders of the Corporation may be called at any time by the Board of Directors, the Chairperson of the Board (if any), or the President of the Corporation. In addition, special meetings of stockholders may be called at the written request of the holders of a majority of the outstanding shares of capital stock of the Corporation entitled to vote at such meeti

Section 2.4 — Notice of Meetings Written notice of every meeting of stockholders, stating the place (if any), date, and time of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled t

Section 2.5 — Quorum The holders of a majority of the shares of capital stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by the DGCL, the Certificate of Incorporation, or these Bylaws. If, however, such quorum shall not be present or represent

Section 2.6 — Voting Unless otherwise required by the DGCL, the Certificate of Incorporation, or these Bylaws, 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 which has voting power upon the matter in question. Unless otherwise provided in the Certificate of Incorporation, the DGCL, or these Bylaws, and subject

Section 2.7 — Proxies Every stockholder entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy. Every proxy must be signed by the stockholder or such stockholder's attorney-in-fact. A proxy may also be authorized by a transmission permitted by Section 212(c) of the DGCL

Section 2.8 — 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 of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing (including by electronic transmission), setting forth the action so taken, shall be signed by

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, or entitled to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock, or for the

Section 2.10 — List of Stockholders The Corporation shall prepare, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, provided, however, that if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tent

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 by the DGCL or the Certificate of Incorporation. In addition to the powers and authorities expressly conferred upon the Board of Directors by these Bylaws, the Board of Directors may exercise all such powers of the Corporation and do all suc

Section 3.2 — Number, Election, and Term The number of directors constituting the entire Board of Directors shall be fixed from time to time by resolution of the Board of Directors or by resolution of the stockholders of the Corporation, but in no event shall the number of directors be fewer than one (1) nor more than nine (9). Initially, the Board of Directors shall consist of one (1) director. Each director shall b

Section 3.3 — Vacancies and Newly Created Directorships Vacancies occurring on the Board of Directors for any reason, including, without limitation, by reason of death, resignation, removal, disqualification, or otherwise, and newly created directorships resulting from any increase in the authorized number of directors, may be filled by a majority of the directors then in office, although less than a quorum, or by th

Section 3.4 — Resignation and Removal Any director may resign at any time by giving written notice or notice by electronic transmission to the Corporation, addressed to the Board of Directors, the Chairperson of the Board (if any), or the Secretary. Such resignation shall take effect at the time specified therein, or, if no time is specified, upon receipt thereof by the Board of Directors or the Secretary. Unless oth

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 the Board of Directors. Notice of regular meetings of the Board of Directors shall not be required if the date, time, and place of such regular meetings have been fixed by resolution of the Board of Directors. A reg

Section 3.6 — Special Meetings Special meetings of the Board of Directors may be called at any time by the Chairperson of the Board (if any), the President of the Corporation, or by any member of the Board of Directors. Notice of special meetings shall be given to each director at his or her address as shown on the records of the Corporation. If notice is given personally, by telephone, or by electronic transmission,

Section 3.7 — Quorum and Voting At all meetings of the Board of Directors, a majority of the total number of directors then in office (but in no event less than one-third (1/3) of the total number of directors) shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the Board of Directors, a majority of the directors present thereat may adjourn the meeting from time to

Section 3.8 — Action by Written Consent 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, and the writing or writings or electronic transmission or transmissions are filed with the minute

Section 3.9 — Participation by Telephone or Electronic Means Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating in such meeting can hear each other, and such participation in a meeting shall cons

Section 3.10 — Committees The Board of Directors may, by resolution passed by a majority of the whole Board, designate one (1) or more committees, each committee to consist of one (1) or more of the directors of the Corporation. The Board of Directors may designate one (1) or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the

Section 3.11 — Compensation of Directors Unless otherwise restricted by the Certificate of Incorporation, directors may receive such compensation for their services as directors, including, without limitation, fees for attendance at meetings of the Board of Directors and meetings of committees, as shall be fixed from time to time by resolution of the Board of Directors. Directors shall also be entitled to reimburseme

Section 4.1 — Officers Generally The officers of the Corporation shall consist of a President, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors may also elect or appoint a Chairperson of the Board, one (1) or more Vice Presidents (with such designation as the Board may determine, including Executive Vice President, Senior Vice President, or other designatio

Section 4.2 — Election, Term, and Qualification The officers of the Corporation shall be elected by the Board of Directors at the first meeting of the Board of Directors following each annual meeting of stockholders, or at such other time or times as the Board of Directors may determine. Each officer shall hold office until such officer's successor is duly elected and qualified, or until such officer's earlier resign

Section 4.3 — Removal and Resignation Any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed. Election or appointment of an officer shall not of itself create contractual rights. Any officer may resign at any time by giving written notice or notice by electronic tra

Section 4.4 — Chairperson of the Board The Chairperson of the Board, if one shall be elected, shall preside at all meetings of the Board of Directors and of the stockholders at which he or she is present. The Chairperson of the Board shall perform such other duties and exercise such other powers as from time to time may be assigned to or vested in the Chairperson of the Board by the Board of Directors or these Bylaws

Section 4.5 — President The President shall be the chief executive officer of the Corporation, unless the Board of Directors shall have designated another officer as the chief executive officer. Subject to the control of the Board of Directors and any supervisory powers the Board of Directors may give to the Chairperson of the Board (if any), the President shall have general supervision, direction, and control of the

Section 4.6 — Vice Presidents 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 be more than one Vice President, the Vice Presidents in the order designated by the Board of Directors, or in the absence of any such designation, in the order of their election) shall perform the duties of the President and, when so acting, shall have all the

Section 4.7 — Secretary The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and shall record or cause to be recorded all votes and the minutes of all proceedings in a book or books to be kept for that purpose. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform su

Section 4.8 — Treasurer The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated from time to time by the Board of Directors. The Treasurer shall

Section 4.9 — Assistant Officers The Assistant Secretaries, if any, shall, in the absence of the Secretary or in the event of the Secretary's inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors or the Secretary may from time to time prescribe. The Assistant Treasurers, if any, shall, in the ab

Section 5.1 — Stock Certificates; Uncertificated Shares The shares of the Corporation's capital stock may be represented by certificates or may be uncertificated shares, or a combination thereof, as determined from time to time by resolution of the Board of Directors. Within a reasonable time after the issuance or transfer of uncertificated shares, the Corporation shall send to the registered owner thereof a written

Section 5.2 — Transfers of Stock Transfers of shares of capital stock of the Corporation shall be made only on the books of the Corporation upon surrender of the certificate or certificates therefor (if the shares are represented by certificates), properly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, or upon receipt of proper transfer instructions from the registered

Section 5.3 — Lost, Stolen, or Destroyed Certificates The Corporation may issue a new certificate of stock or uncertificated shares in place of any certificate previously issued by the Corporation that is 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 the issuance of a new certifica

Section 5.4 — Record Holders The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of capital stock to receive dividends and to vote as such owner, and the Corporation shall be entitled to hold liable for calls and assessments a person registered on its books as the owner of shares of capital stock, and the Corporation shall not be bound to recog

Section 5.5 — Dividends Dividends upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting of the Board, or by any committee of the Board duly authorized to do so, out of funds legally available therefor, and may be paid in cash, in property, or in shares of capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation and

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 exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the DGCL permitted the Corporation to provide prior to such amendment), any person (an "

Section 6.2 — Advancement of Expenses The Corporation shall, to the fullest extent not prohibited by the DGCL as the same exists or may hereafter be amended, pay the expenses (including attorneys' fees) incurred by an Indemnified Person who is a director or officer of the Corporation in defending any Proceeding in advance of its final disposition (an "Advancement of Expenses"); provided, however, that, to the extent

Section 6.3 — Claims If a claim for indemnification (following the final disposition of the applicable Proceeding) or Advancement of Expenses under this Article VI is not paid in full within sixty (60) days after a written claim therefor has been received by the Corporation, the Indemnified Person may at any time thereafter file suit against the Corporation to recover the unpaid amount of such claim. If successful in

Section 6.4 — Non-Exclusivity The rights to indemnification and to the Advancement of Expenses conferred in this Article VI shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, any provision of the Certificate of Incorporation, these Bylaws, any agreement (including, without limitation, any indemnification agreement), any vote of stockholders or disinterested dir

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 is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any liability assert

Section 6.6 — Other Indemnification The Corporation's obligation, if any, to indemnify or to advance expenses to any Indemnified Person who was or is serving at its request as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise shall be reduced by any amount such Indemnified Person may collect as indemnification or advancement f

ARTICLE VII — MISCELLANEOUS PROVISIONS

Section 7.1 — Fiscal Year The fiscal year of the Corporation shall be determined by resolution of the Board of Directors. In the absence of such a determination, the fiscal year of the Corporation shall end on December 31 of each calendar year.

Section 7.2 — Corporate Seal The Corporation may have a corporate seal in such form as the Board of Directors shall approve. The seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced, or otherwise applied. The Board of Directors may adopt and alter the form of the seal of the Corporation. The use of a seal or stamp by the Corporation on corporate documents is not necessary, and th

Section 7.3 — Amendments These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by the Board of Directors at any regular or special meeting of the Board of Directors, subject to the power of the stockholders to change or repeal such bylaws. The stockholders may also alter, amend, or repeal these Bylaws, and adopt new bylaws, at any annual or special meeting of stockholders. Any bylaws adopt

Section 7.4 — Waiver of Notice Whenever any notice is required to be given under the provisions of 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 or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to notice. N

Section 7.5 — Execution of Instruments The Board of Directors may, in its discretion, authorize any officer or officers, or any agent or agents, to enter into any contract or to execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. Unless so authorized by the Board of Directors or by these Bylaws, no officer, agent, or empl

Section 7.6 — Checks, Drafts, and Orders for Payment All checks, drafts, or other orders for the payment of money, and all notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, or other person or persons as shall from time to time be designated by the Board of Directors. In the absence of such designation, such instruments shall b

Section 7.7 — Deposits All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may from time to time designate, or as may be designated by any officer or officers, agent or agents, or other person or persons to whom such power may be delegated by the Board of Directors.

Section 7.8 — 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 a resolution of the Board of Directors. Such authority may be general or confined to specific instances. No loans shall be made by the Corporation to its officers or directors unless approved in the manner required by the DGCL.

Section 7.9 — Conflict with Certificate of Incorporation In the event of any conflict or inconsistency between these Bylaws and the Certificate of Incorporation, the Certificate of Incorporation shall control and govern, and the provisions of these Bylaws shall be construed so as to effectuate the intent of the Certificate of Incorporation to the fullest extent possible. In the event of any conflict or inconsistency

Section 7.10 — Severability If any provision of these Bylaws shall be held to be invalid, illegal, or unenforceable for any reason whatsoever, the validity, legality, and enforceability of the remaining provisions of these Bylaws shall not in any way be affected or impaired thereby, and to the fullest extent possible, the provisions of these Bylaws shall be construed so as to give effect to the intent manifested by t