1041-00003 · Solara Digital Infrastructure LP · Corporate Governance

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BYLAWS

STRATOS MERGER SUB INC.

A Delaware Corporation

DE File No. 7923841

Adopted as of January 8, 2024

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PREAMBLE

These Bylaws (these "Bylaws") are adopted by the Board of Directors of Stratos Merger Sub Inc., a corporation duly incorporated under the Delaware General Corporation Law (the "DGCL") on January 8, 2024 (the "Corporation"), for the purpose of governing the internal affairs of the Corporation.

WHEREAS, the Corporation was formed and organized under the laws of the State of Delaware by the filing of a Certificate of Incorporation with the Secretary of State of the State of Delaware on January 8, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Certificate of Incorporation");

WHEREAS, the Corporation was formed solely to effectuate the reverse triangular merger with and into Cloudium Technologies plc, a public limited company organized under the laws of England and Wales, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof, by and among the Corporation, Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (the "Sole Stockholder"), and Cloudium Technologies plc (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Merger Agreement");

WHEREAS, these Bylaws are intended to supplement the Certificate of Incorporation and shall be subject in all respects to the terms and provisions of the Certificate of Incorporation and the applicable provisions of the DGCL; and

WHEREAS, as used herein, the term "Corporation" shall mean Stratos Merger Sub Inc., and the term "Certificate of Incorporation" shall mean the Certificate of Incorporation of the Corporation as filed with the Secretary of State of the State of Delaware on January 8, 2024, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

NOW, THEREFORE, the Board of Directors of the Corporation hereby adopts the following Bylaws for the regulation and management of the internal affairs of the Corporation:

ARTICLE I — OFFICES

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 Directors of the Corporation (the "Board of Directors" or the "Board") in accordance with the applicable provisions of the DGCL, and the appropriate filing shall be made with the Secretary of State of the State of Delaware in connection therewith.

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 19801, or at such other address as the Board of Directors may designate from time to time. Nothing in this Section 1.2 shall be construed to limit the authority of the Board of Directors to establish additional offices or places of business at any time and from time to time as it may deem appropriate.

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 Delaware. The Board of Directors may, in its sole discretion, determine that any meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by, and subject to the requirements of, Section 211(a)(2) of the DGCL (or any successor provision thereto). If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication, participate in a meeting of stockholders and be deemed present in person and vote at such meeting, provided that (a) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (b) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (c) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

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 meeting shall be held on such date and at such time as the Board of Directors shall determine. The failure to hold an annual meeting at the time or on the date designated therefor shall not affect the validity of any corporate action or work a forfeiture or dissolution of the Corporation.

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 meeting. Upon receipt of such a written request, the Board of Directors shall determine the time and place (if any) of such special meeting, which shall be held not less than ten (10) nor more than sixty (60) days after the receipt of such request. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice of such meeting, and no other business may be transacted at such special meeting.

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 to vote at such meeting. In the case of a special meeting, the notice shall also state the purpose or purposes for which the meeting is called. Notice may be given by mail, by electronic transmission, or by any other means permitted by the DGCL. If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation. If given by electronic transmission, such notice shall be deemed given at the time specified in Section 232 of the DGCL (or any successor provision thereto).

A written waiver of notice 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. Attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission.

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 represented at any meeting of the stockholders, the chairperson of the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time to a different date, time, or place (if any), without notice other than announcement at the meeting (unless the Board of Directors, after adjournment, fixes a new record date for the adjourned meeting, in which case notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting), until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally called. When a quorum is once present to organize a meeting, such quorum is not broken by the subsequent withdrawal of any stockholders.

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 to the rights of holders of any series of preferred stock, all elections of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Except as otherwise required by the Certificate of Incorporation, these Bylaws, or the DGCL, all other matters shall be determined by the affirmative vote of a majority of the shares of capital stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter. The chairperson of the meeting shall have the authority to determine whether voting on any matter shall be conducted by voice vote, by show of hands, or by ballot, and such determination shall be final and conclusive.

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 (or any successor provision thereto). Each proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting at which it is to be used. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person, by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date, or by other means permitted under 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 the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted, and such consent or consents shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by the DGCL, written consents signed by a sufficient number of stockholders to take the action are delivered to the Corporation in the manner set forth above.

Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.

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 purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors. The record date for determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting. The record date for any other purpose shall not be more than sixty (60) days prior to such other action. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. If no record date is fixed by the Board of Directors, the record date for determining stockholders for any purpose other than those specified above shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

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 tenth (10th) day before the meeting date. Such list shall be arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list need not include electronic mail addresses or other electronic contact information. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.

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 such lawful acts and things as are not by the DGCL, the Certificate of Incorporation, or these Bylaws required to be exercised or done by the stockholders of the Corporation. The Board of Directors shall have all powers conferred by the DGCL and the Certificate of Incorporation, including, without limitation, the power to authorize the issuance of stock, to declare dividends, and to adopt, amend, or repeal these Bylaws.

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 be elected at the annual meeting of stockholders and shall hold office until the next annual meeting of stockholders and until such director's successor is duly elected and qualified, or until such director's earlier resignation, removal, or death. Directors need not be stockholders of the Corporation or residents of the State of Delaware unless so required by the Certificate of Incorporation.

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 the sole remaining director, and each director so elected shall hold office until the next annual meeting of stockholders and until such director's successor is duly elected and qualified, or until such director's earlier resignation, removal, or death. Alternatively, vacancies and newly created directorships may be filled by the stockholders of the Corporation. If there are no directors in office, then an election of directors may be held in the manner provided by the DGCL. A director elected to fill a vacancy caused by the resignation, removal, death, or disqualification of a director shall hold office for the unexpired term of such director's predecessor in office and until such director's successor is duly elected and qualified, or until such director's earlier resignation, removal, or death.

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 otherwise specified in the notice of resignation, the acceptance of such resignation shall not be necessary to make it effective. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares of capital stock then entitled to vote at an election of directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.

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 regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.

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, such notice shall be given at least twenty-four (24) hours before the time set for the meeting. If notice is given by mail, such notice shall be given at least three (3) calendar days before the date set for the meeting. The notice need not describe the purpose of the special meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless required by the Certificate of Incorporation or these Bylaws.

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 time, without notice other than announcement at the meeting, until a quorum shall be present. The vote 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 by the Certificate of Incorporation, these Bylaws, or the DGCL. Each director present at a meeting at which a quorum is present shall have one (1) vote.

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 minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors or such committee, as applicable.

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 constitute presence in person at such meeting for all purposes under these Bylaws, the Certificate of Incorporation, and the DGCL.

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 absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Each committee shall have and may exercise such powers and authority of the Board of Directors as shall be provided in the resolution of the Board of Directors designating such committee, subject to the limitations set forth in Section 141(c) of the DGCL (or any successor provision thereto). Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Members of each committee shall serve at the pleasure of the Board of Directors and may be removed from a committee at any time, with or without cause, by the Board of Directors.

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 reimbursement for reasonable expenses incurred in connection with attending meetings of the Board of Directors and committees thereof. Nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

ARTICLE IV — OFFICERS

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 designation), one (1) or more Assistant Secretaries, one (1) or more Assistant Treasurers, and such other officers and agents as the Board of Directors may from time to time deem necessary or advisable. Any two (2) or more offices may be held by the same person. Officers need not be directors of the Corporation or stockholders of the Corporation unless so required by the Certificate of Incorporation or these Bylaws.

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 resignation, removal, or death. The Board of Directors may, by resolution, delegate to any officer of the Corporation the power to appoint subordinate officers and to prescribe the respective powers and duties thereof.

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 transmission to the Corporation, addressed to the Board of Directors or the Secretary. Such resignation shall take effect at the time specified therein, or, if no time is specified, upon receipt thereof. Unless otherwise specified in the notice of resignation, the acceptance of such resignation shall not be necessary to make it effective.

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 business and affairs of the Corporation. The President shall preside at all meetings of stockholders and, in the absence of the Chairperson of the Board (or if there be no Chairperson of the Board), at all meetings of the Board of Directors. The President shall have the power to sign stock certificates, deeds, mortgages, bonds, contracts, and other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by the DGCL to be otherwise signed or executed. The President shall perform all duties incident to the office of President and such other duties as may from time to time be assigned to the President by the Board of Directors or as may be provided by these Bylaws.

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 powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.

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 such other duties as may be prescribed from time to time by the Board of Directors, the Chairperson of the Board (if any), or the President, under whose supervision the Secretary shall act. The Secretary shall have custody of the corporate seal of the Corporation, if one be adopted, and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by the signature of the Secretary or such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing thereof by his or her signature. The Secretary shall keep and account for all books, documents, papers, and records of the Corporation, except those for which some other officer or agent is properly accountable. The Secretary shall have authority to certify these Bylaws, resolutions of the stockholders and the Board of Directors, and other documents of the Corporation as true and correct copies thereof. The Secretary shall also maintain the stock ledger and the stockholder records of the Corporation, or cause such records to be maintained by a transfer agent appointed by the Board.

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 disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Board of Directors, the President, or these Bylaws. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office and for the restoration to the Corporation, in case of the Treasurer's death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation.

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 absence of the Treasurer or in the event of the Treasurer's inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors or the Treasurer may from time to time prescribe.

ARTICLE V — CAPITAL STOCK

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 notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a), and 218(a) of the DGCL (or any successor provisions thereto) or a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights.

To the extent that shares are represented by certificates, each certificate shall be signed by, or in the name of the Corporation by, the Chairperson of the Board, the President, or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by such stockholder in the Corporation. Any or all of the signatures on the certificate may be a facsimile, including, without limitation, signatures produced by an engraving, stamp, or printed process. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified and shall state the name of the Corporation, the fact that the Corporation is organized under the laws of the State of Delaware, the name of the person to whom the certificate is issued, and the number and class (and the designation of the series, if any) of the shares represented thereby.

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 holder of uncertificated shares or by such holder's duly authorized attorney-in-fact, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form. The Corporation may impose such additional conditions to the transfer of its stock as the Board of Directors may from time to time prescribe, consistent with applicable law. The Board of Directors may appoint one (1) or more transfer agents and one (1) or more registrars and may require all stock certificates to bear the signature of any such transfer agent and any such registrar.

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 certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or the owner's legal representative, to give the Corporation a bond of indemnity in such reasonable amount and upon such terms and conditions as the Board of Directors shall from time to time prescribe, sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft, or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.

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 recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of the State of Delaware.

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 the DGCL. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors may from time to time, in its absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any other purpose, and the Board of Directors may modify or abolish any such reserve.

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 "Indemnified Person") who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person is or was a director or officer 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 all expenses (including attorneys' fees), judgments, fines (including excise taxes assessed on a person with respect to an employee benefit plan), and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such Proceeding.

Notwithstanding the foregoing, except as otherwise provided in Section 6.3 of these Bylaws, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized by the Board of Directors. The Corporation shall not be required to indemnify an Indemnified Person in connection with any Proceeding in which such Indemnified Person has been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Indemnified Person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper.

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 required by the DGCL, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by or on behalf of such Indemnified Person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnified Person is not entitled to be indemnified for such expenses under this Article VI or otherwise (the "Undertaking"). Such Undertaking shall be an unlimited general obligation of the Indemnified Person but need not be secured and may be accepted without reference to the financial ability of the Indemnified Person to make repayment.

The Corporation may, in its discretion and as may be authorized by the Board of Directors, pay the expenses (including attorneys' fees) incurred by other employees and agents of the Corporation in defending any Proceeding in advance of its final disposition on such terms and conditions as the Board of Directors may deem appropriate.

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 whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnified Person shall also be entitled to be paid the expense of prosecuting or defending such suit. In any suit brought by the Indemnified Person to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnified Person to enforce a right to an Advancement of Expenses), it shall be a defense that the Indemnified Person has not met any applicable standard for indemnification set forth in the DGCL. In any suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Indemnified Person has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including the Board of Directors, independent legal counsel, or the stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnified Person is proper in the circumstances because the Indemnified Person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including the Board of Directors, independent legal counsel, or the stockholders) that the Indemnified Person has not met such applicable standard of conduct, shall create a presumption that the Indemnified Person has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnified Person, be a defense to such suit. In any suit brought by the Indemnified Person to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnified Person is not entitled to be indemnified, or to such Advancement of Expenses, under this Article VI or otherwise shall be on the Corporation.

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 directors, or otherwise. Nothing in this Article VI shall limit the ability of the Corporation, in its discretion, to indemnify or advance expenses to persons whom the Corporation is not obligated to indemnify or advance expenses pursuant to this Article VI.

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 asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VI or the DGCL. The Corporation may create a trust fund, grant a security interest, or use other means (including, without limitation, a letter of credit) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

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 from such other corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise.

The rights to indemnification and Advancement of Expenses provided by, or granted pursuant to, this Article VI shall be deemed to be contract rights between the Corporation and each Indemnified Person who serves or served in any such capacity at any time while these Bylaws and other provisions are in effect, and such rights shall continue as to an Indemnified Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the Indemnified Person's heirs, executors, and administrators. Any amendment, repeal, or modification of this Article VI that adversely affects any right of an Indemnified Person or any of such Indemnified Person's heirs, executors, or administrators shall be prospective only and shall not adversely affect any rights or protections hereunder of any Indemnified Person in respect of any act or omission occurring prior to such amendment, repeal, or modification.

The Corporation's obligation to provide indemnification under this Article VI shall apply to Proceedings based upon or arising out of acts or omissions occurring before or after the adoption of these Bylaws, regardless of when such Proceeding is first threatened, commenced, or completed.

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 the lack thereof shall not in any way affect the legality of a corporate document.

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 adopted, amended, or repealed by the Board of Directors may be altered, amended, or repealed, and any new bylaws may be adopted, by the stockholders. The stockholders may prescribe that any bylaw or bylaws adopted by them shall not be altered, amended, or repealed by the Board of Directors.

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. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in any written waiver of notice or any waiver by electronic transmission.

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 employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.

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 be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the Corporation.

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 between these Bylaws and the DGCL, the DGCL shall control and govern.

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 the provision held invalid, illegal, or unenforceable.

Section 7.11 — Governing Law

These Bylaws and the internal affairs of the Corporation shall be governed by and construed in accordance with the laws of the State of Delaware, including the DGCL, without regard to the conflict of laws principles thereof. Unless otherwise required by the DGCL or these Bylaws, any Proceeding arising out of or relating to these Bylaws or the internal affairs of the Corporation shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware).

ADOPTION CERTIFICATION

I, the undersigned, being the sole initial director of Stratos Merger Sub Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), DO HEREBY CERTIFY that the foregoing Bylaws of the Corporation were duly adopted by the Board of Directors of the Corporation, acting by unanimous written consent, effective as of January 8, 2024.

The Corporation was incorporated on January 8, 2024, by the filing of its Certificate of Incorporation with the Secretary of State of the State of Delaware, assigned Delaware File Number 7923841.

The Corporation's sole stockholder is Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (EIN: 87-4523190), which holds all of the issued and outstanding shares of capital stock of the Corporation.

These Bylaws are effective as of January 8, 2024, and shall remain in full force and effect unless and until amended, restated, or repealed in accordance with Article VII, Section 7.3 hereof.

IN WITNESS WHEREOF, the undersigned has executed this Adoption Certification as of January 8, 2024.

STRATOS MERGER SUB INC.

By: ________

Name: Sole Initial Director

Title: Director

Date: January 8, 2024

ACKNOWLEDGED AND AGREED:

SOLARA DIGITAL INFRASTRUCTURE FUND VI LP, a Delaware limited partnership

By: Solara Digital Infrastructure GP VI LLC,

its General Partner

By: ________

Name: Authorized Signatory

Title: Managing Member

Date: January 8, 2024

These Bylaws constitute a confidential document of Stratos Merger Sub Inc. and are subject to the terms and conditions of the Agreement and Plan of Merger, dated as of January 8, 2024, by and among Stratos Merger Sub Inc., Solara Digital Infrastructure Fund VI LP, and Cloudium Technologies plc.

BYLAWS
OF
STRATOS MERGER SUB INC.
A Delaware Corporation
DE File No. 7923841
Adopted as of January 8, 2024
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PREAMBLE
These Bylaws (these "Bylaws") are adopted by the Board of Directors of Stratos Merger Sub Inc., a corporation duly incorporated under the Delaware General Corporation Law (the "DGCL") on January 8, 2024 (the "Corporation"), for the purpose of governing the internal affairs of the Corporation.
WHEREAS, the Corporation was formed and organized under the laws of the State of Delaware by the filing of a Certificate of Incorporation with the Secretary of State of the State of Delaware on January 8, 2024 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Certificate of Incorporation");
WHEREAS, the Corporation was formed solely to effectuate the reverse triangular merger with and into Cloudium Technologies plc, a public limited company organized under the laws of England and Wales, pursuant to that certain Agreement and Plan of Merger, dated as of the date hereof, by and among the Corporation, Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (the "Sole Stockholder"), and Cloudium Technologies plc (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Merger Agreement");
WHEREAS, these Bylaws are intended to supplement the Certificate of Incorporation and shall be subject in all respects to the terms and provisions of the Certificate of Incorporation and the applicable provisions of the DGCL; and
WHEREAS, as used herein, the term "Corporation" shall mean Stratos Merger Sub Inc., and the term "Certificate of Incorporation" shall mean the Certificate of Incorporation of the Corporation as filed with the Secretary of State of the State of Delaware on January 8, 2024, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
NOW, THEREFORE, the Board of Directors of the Corporation hereby adopts the following Bylaws for the regulation and management of the internal affairs of the Corporation:
ARTICLE I — OFFICES
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 Directors of the Corporation (the "Board of Directors" or the "Board") in accordance with the applicable provisions of the DGCL, and the appropriate filing shall be made with the Secretary of State of the State of Delaware in connection therewith.
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 19801, or at such other address as the Board of Directors may designate from time to time. Nothing in this Section 1.2 shall be construed to limit the authority of the Board of Directors to establish additional offices or places of business at any time and from time to time as it may deem appropriate.
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 Delaware. The Board of Directors may, in its sole discretion, determine that any meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by, and subject to the requirements of, Section 211(a)(2) of the DGCL (or any successor provision thereto). If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication, participate in a meeting of stockholders and be deemed present in person and vote at such meeting, provided that (a) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (b) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (c) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.
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 meeting shall be held on such date and at such time as the Board of Directors shall determine. The failure to hold an annual meeting at the time or on the date designated therefor shall not affect the validity of any corporate action or work a forfeiture or dissolution of the Corporation.
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 meeting. Upon receipt of such a written request, the Board of Directors shall determine the time and place (if any) of such special meeting, which shall be held not less than ten (10) nor more than sixty (60) days after the receipt of such request. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice of such meeting, and no other business may be transacted at such special meeting.
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 to vote at such meeting. In the case of a special meeting, the notice shall also state the purpose or purposes for which the meeting is called. Notice may be given by mail, by electronic transmission, or by any other means permitted by the DGCL. If mailed, such notice shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder's address as it appears on the records of the Corporation. If given by electronic transmission, such notice shall be deemed given at the time specified in Section 232 of the DGCL (or any successor provision thereto).
A written waiver of notice 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. Attendance of a stockholder at a meeting shall constitute a waiver of notice of such meeting, except when the stockholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any written waiver of notice or any waiver by electronic transmission.
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 represented at any meeting of the stockholders, the chairperson of the meeting or the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time to a different date, time, or place (if any), without notice other than announcement at the meeting (unless the Board of Directors, after adjournment, fixes a new record date for the adjourned meeting, in which case notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting), until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally called. When a quorum is once present to organize a meeting, such quorum is not broken by the subsequent withdrawal of any stockholders.
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 to the rights of holders of any series of preferred stock, all elections of directors shall be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Except as otherwise required by the Certificate of Incorporation, these Bylaws, or the DGCL, all other matters shall be determined by the affirmative vote of a majority of the shares of capital stock present in person or represented by proxy at the meeting and entitled to vote on the subject matter. The chairperson of the meeting shall have the authority to determine whether voting on any matter shall be conducted by voice vote, by show of hands, or by ballot, and such determination shall be final and conclusive.
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 (or any successor provision thereto). Each proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting at which it is to be used. No proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person, by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date, or by other means permitted under 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 the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of capital stock entitled to vote thereon were present and voted, and such consent or consents shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered in the manner required by the DGCL, written consents signed by a sufficient number of stockholders to take the action are delivered to the Corporation in the manner set forth above.
Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the Corporation.
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 purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors. The record date for determining stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting. The record date for any other purpose shall not be more than sixty (60) days prior to such other action. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. If no record date is fixed by the Board of Directors, the record date for determining stockholders for any purpose other than those specified above shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting, provided that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.
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 tenth (10th) day before the meeting date. Such list shall be arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list need not include electronic mail addresses or other electronic contact information. The Corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.
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 such lawful acts and things as are not by the DGCL, the Certificate of Incorporation, or these Bylaws required to be exercised or done by the stockholders of the Corporation. The Board of Directors shall have all powers conferred by the DGCL and the Certificate of Incorporation, including, without limitation, the power to authorize the issuance of stock, to declare dividends, and to adopt, amend, or repeal these Bylaws.
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 be elected at the annual meeting of stockholders and shall hold office until the next annual meeting of stockholders and until such director's successor is duly elected and qualified, or until such director's earlier resignation, removal, or death. Directors need not be stockholders of the Corporation or residents of the State of Delaware unless so required by the Certificate of Incorporation.
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 the sole remaining director, and each director so elected shall hold office until the next annual meeting of stockholders and until such director's successor is duly elected and qualified, or until such director's earlier resignation, removal, or death. Alternatively, vacancies and newly created directorships may be filled by the stockholders of the Corporation. If there are no directors in office, then an election of directors may be held in the manner provided by the DGCL. A director elected to fill a vacancy caused by the resignation, removal, death, or disqualification of a director shall hold office for the unexpired term of such director's predecessor in office and until such director's successor is duly elected and qualified, or until such director's earlier resignation, removal, or death.
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 otherwise specified in the notice of resignation, the acceptance of such resignation shall not be necessary to make it effective. Any director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares of capital stock then entitled to vote at an election of directors. No reduction of the authorized number of directors shall have the effect of removing any director before that director's term of office expires.
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 regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.
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, such notice shall be given at least twenty-four (24) hours before the time set for the meeting. If notice is given by mail, such notice shall be given at least three (3) calendar days before the date set for the meeting. The notice need not describe the purpose of the special meeting. Neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless required by the Certificate of Incorporation or these Bylaws.
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 time, without notice other than announcement at the meeting, until a quorum shall be present. The vote 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 by the Certificate of Incorporation, these Bylaws, or the DGCL. Each director present at a meeting at which a quorum is present shall have one (1) vote.
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 minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such consent shall have the same force and effect as a unanimous vote of the Board of Directors or such committee, as applicable.
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 constitute presence in person at such meeting for all purposes under these Bylaws, the Certificate of Incorporation, and the DGCL.
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 absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Each committee shall have and may exercise such powers and authority of the Board of Directors as shall be provided in the resolution of the Board of Directors designating such committee, subject to the limitations set forth in Section 141(c) of the DGCL (or any successor provision thereto). Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. Members of each committee shall serve at the pleasure of the Board of Directors and may be removed from a committee at any time, with or without cause, by the Board of Directors.
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 reimbursement for reasonable expenses incurred in connection with attending meetings of the Board of Directors and committees thereof. Nothing contained herein shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.
ARTICLE IV — OFFICERS
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 designation), one (1) or more Assistant Secretaries, one (1) or more Assistant Treasurers, and such other officers and agents as the Board of Directors may from time to time deem necessary or advisable. Any two (2) or more offices may be held by the same person. Officers need not be directors of the Corporation or stockholders of the Corporation unless so required by the Certificate of Incorporation or these Bylaws.
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 resignation, removal, or death. The Board of Directors may, by resolution, delegate to any officer of the Corporation the power to appoint subordinate officers and to prescribe the respective powers and duties thereof.
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 transmission to the Corporation, addressed to the Board of Directors or the Secretary. Such resignation shall take effect at the time specified therein, or, if no time is specified, upon receipt thereof. Unless otherwise specified in the notice of resignation, the acceptance of such resignation shall not be necessary to make it effective.
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 business and affairs of the Corporation. The President shall preside at all meetings of stockholders and, in the absence of the Chairperson of the Board (or if there be no Chairperson of the Board), at all meetings of the Board of Directors. The President shall have the power to sign stock certificates, deeds, mortgages, bonds, contracts, and other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by the DGCL to be otherwise signed or executed. The President shall perform all duties incident to the office of President and such other duties as may from time to time be assigned to the President by the Board of Directors or as may be provided by these Bylaws.
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 powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.
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 such other duties as may be prescribed from time to time by the Board of Directors, the Chairperson of the Board (if any), or the President, under whose supervision the Secretary shall act. The Secretary shall have custody of the corporate seal of the Corporation, if one be adopted, and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it, and when so affixed, it may be attested by the signature of the Secretary or such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing thereof by his or her signature. The Secretary shall keep and account for all books, documents, papers, and records of the Corporation, except those for which some other officer or agent is properly accountable. The Secretary shall have authority to certify these Bylaws, resolutions of the stockholders and the Board of Directors, and other documents of the Corporation as true and correct copies thereof. The Secretary shall also maintain the stock ledger and the stockholder records of the Corporation, or cause such records to be maintained by a transfer agent appointed by the Board.
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 disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. The Treasurer shall perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the Board of Directors, the President, or these Bylaws. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office and for the restoration to the Corporation, in case of the Treasurer's death, resignation, retirement, or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the possession or under the control of the Treasurer belonging to the Corporation.
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 absence of the Treasurer or in the event of the Treasurer's inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors or the Treasurer may from time to time prescribe.
ARTICLE V — CAPITAL STOCK
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 notice containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a), and 218(a) of the DGCL (or any successor provisions thereto) or a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences, and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations, or restrictions of such preferences and/or rights.
To the extent that shares are represented by certificates, each certificate shall be signed by, or in the name of the Corporation by, the Chairperson of the Board, the President, or a Vice President, and by the Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer, certifying the number of shares owned by such stockholder in the Corporation. Any or all of the signatures on the certificate may be a facsimile, including, without limitation, signatures produced by an engraving, stamp, or printed process. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar at the date of issue. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified and shall state the name of the Corporation, the fact that the Corporation is organized under the laws of the State of Delaware, the name of the person to whom the certificate is issued, and the number and class (and the designation of the series, if any) of the shares represented thereby.
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 holder of uncertificated shares or by such holder's duly authorized attorney-in-fact, and upon payment of all necessary transfer taxes and compliance with appropriate procedures for transferring shares in uncertificated form. The Corporation may impose such additional conditions to the transfer of its stock as the Board of Directors may from time to time prescribe, consistent with applicable law. The Board of Directors may appoint one (1) or more transfer agents and one (1) or more registrars and may require all stock certificates to bear the signature of any such transfer agent and any such registrar.
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 certificate or uncertificated shares, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or the owner's legal representative, to give the Corporation a bond of indemnity in such reasonable amount and upon such terms and conditions as the Board of Directors shall from time to time prescribe, sufficient to indemnify the Corporation against any claim that may be made against the Corporation on account of the alleged loss, theft, or destruction of any such certificate or the issuance of such new certificate or uncertificated shares.
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 recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of the State of Delaware.
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 the DGCL. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors may from time to time, in its absolute discretion, deem proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any other purpose, and the Board of Directors may modify or abolish any such reserve.
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 "Indemnified Person") who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of the fact that such person is or was a director or officer 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 all expenses (including attorneys' fees), judgments, fines (including excise taxes assessed on a person with respect to an employee benefit plan), and amounts paid in settlement actually and reasonably incurred by such Indemnified Person in connection with such Proceeding.
Notwithstanding the foregoing, except as otherwise provided in Section 6.3 of these Bylaws, the Corporation shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized by the Board of Directors. The Corporation shall not be required to indemnify an Indemnified Person in connection with any Proceeding in which such Indemnified Person has been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Indemnified Person is fairly and reasonably entitled to indemnity for such expenses that such court shall deem proper.
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 required by the DGCL, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by or on behalf of such Indemnified Person to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnified Person is not entitled to be indemnified for such expenses under this Article VI or otherwise (the "Undertaking"). Such Undertaking shall be an unlimited general obligation of the Indemnified Person but need not be secured and may be accepted without reference to the financial ability of the Indemnified Person to make repayment.
The Corporation may, in its discretion and as may be authorized by the Board of Directors, pay the expenses (including attorneys' fees) incurred by other employees and agents of the Corporation in defending any Proceeding in advance of its final disposition on such terms and conditions as the Board of Directors may deem appropriate.
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 whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnified Person shall also be entitled to be paid the expense of prosecuting or defending such suit. In any suit brought by the Indemnified Person to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnified Person to enforce a right to an Advancement of Expenses), it shall be a defense that the Indemnified Person has not met any applicable standard for indemnification set forth in the DGCL. In any suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that the Indemnified Person has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including the Board of Directors, independent legal counsel, or the stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnified Person is proper in the circumstances because the Indemnified Person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including the Board of Directors, independent legal counsel, or the stockholders) that the Indemnified Person has not met such applicable standard of conduct, shall create a presumption that the Indemnified Person has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnified Person, be a defense to such suit. In any suit brought by the Indemnified Person to enforce a right to indemnification or to an Advancement of Expenses hereunder, or brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the burden of proving that the Indemnified Person is not entitled to be indemnified, or to such Advancement of Expenses, under this Article VI or otherwise shall be on the Corporation.
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 directors, or otherwise. Nothing in this Article VI shall limit the ability of the Corporation, in its discretion, to indemnify or advance expenses to persons whom the Corporation is not obligated to indemnify or advance expenses pursuant to this Article VI.
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 asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VI or the DGCL. The Corporation may create a trust fund, grant a security interest, or use other means (including, without limitation, a letter of credit) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.
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 from such other corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise.
The rights to indemnification and Advancement of Expenses provided by, or granted pursuant to, this Article VI shall be deemed to be contract rights between the Corporation and each Indemnified Person who serves or served in any such capacity at any time while these Bylaws and other provisions are in effect, and such rights shall continue as to an Indemnified Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of the Indemnified Person's heirs, executors, and administrators. Any amendment, repeal, or modification of this Article VI that adversely affects any right of an Indemnified Person or any of such Indemnified Person's heirs, executors, or administrators shall be prospective only and shall not adversely affect any rights or protections hereunder of any Indemnified Person in respect of any act or omission occurring prior to such amendment, repeal, or modification.
The Corporation's obligation to provide indemnification under this Article VI shall apply to Proceedings based upon or arising out of acts or omissions occurring before or after the adoption of these Bylaws, regardless of when such Proceeding is first threatened, commenced, or completed.
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 the lack thereof shall not in any way affect the legality of a corporate document.
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 adopted, amended, or repealed by the Board of Directors may be altered, amended, or repealed, and any new bylaws may be adopted, by the stockholders. The stockholders may prescribe that any bylaw or bylaws adopted by them shall not be altered, amended, or repealed by the Board of Directors.
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. Neither the business to be transacted at, nor the purpose of, any meeting need be specified in any written waiver of notice or any waiver by electronic transmission.
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 employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or in any amount.
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 be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice President of the Corporation.
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 between these Bylaws and the DGCL, the DGCL shall control and govern.
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 the provision held invalid, illegal, or unenforceable.
Section 7.11 — Governing Law
These Bylaws and the internal affairs of the Corporation shall be governed by and construed in accordance with the laws of the State of Delaware, including the DGCL, without regard to the conflict of laws principles thereof. Unless otherwise required by the DGCL or these Bylaws, any Proceeding arising out of or relating to these Bylaws or the internal affairs of the Corporation shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware does not have jurisdiction, the United States District Court for the District of Delaware).
ADOPTION CERTIFICATION
I, the undersigned, being the sole initial director of Stratos Merger Sub Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), DO HEREBY CERTIFY that the foregoing Bylaws of the Corporation were duly adopted by the Board of Directors of the Corporation, acting by unanimous written consent, effective as of January 8, 2024.
The Corporation was incorporated on January 8, 2024, by the filing of its Certificate of Incorporation with the Secretary of State of the State of Delaware, assigned Delaware File Number 7923841.
The Corporation's sole stockholder is Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (EIN: 87-4523190), which holds all of the issued and outstanding shares of capital stock of the Corporation.
These Bylaws are effective as of January 8, 2024, and shall remain in full force and effect unless and until amended, restated, or repealed in accordance with Article VII, Section 7.3 hereof.
IN WITNESS WHEREOF, the undersigned has executed this Adoption Certification as of January 8, 2024.
STRATOS MERGER SUB INC.
By: ________
Name: Sole Initial Director
Title: Director
Date: January 8, 2024
ACKNOWLEDGED AND AGREED:
SOLARA DIGITAL INFRASTRUCTURE FUND VI LP, a Delaware limited partnership
By: Solara Digital Infrastructure GP VI LLC,
its General Partner
By: ________
Name: Authorized Signatory
Title: Managing Member
Date: January 8, 2024
These Bylaws constitute a confidential document of Stratos Merger Sub Inc. and are subject to the terms and conditions of the Agreement and Plan of Merger, dated as of January 8, 2024, by and among Stratos Merger Sub Inc., Solara Digital Infrastructure Fund VI LP, and Cloudium Technologies plc.

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ADOPTION CERTIFICATION

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