1041-00003 · Solara Digital Infrastructure LP · Transaction Documents/Merger Agreement

exhibit-c-surviving-corp-bylaws.docx DOCUMENT M&A / Corporate

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FORM OF BYLAWS OF CLOUDIUM TECHNOLOGIES PLC

(AS THE SURVIVING CORPORATION)

Exhibit C to the Agreement and Plan of Merger

Attached as Exhibit C to that certain Agreement and Plan of Merger, dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP.

These Bylaws are adopted effective as of the Effective Time of the Merger (11:59 p.m. Eastern Time, July 9, 2024).

These Bylaws are a form document attached to the Merger Agreement at signing, and the final adopted version shall become effective at closing.

This document is a form of bylaws attached as an exhibit to the Merger Agreement. It is intended to reflect a blank template to be finalized and adopted as of the Effective Time. Bracketed placeholders are to be completed in the final adopted version in a manner consistent with the certificate of incorporation, applicable law, and the Merger Agreement.

BYLAWS OF CLOUDIUM TECHNOLOGIES PLC

(AS THE SURVIVING CORPORATION)

ARTICLE I

OFFICES

Section 1.1 Registered Office

The registered office of the Corporation in the State of [Insert state of incorporation] shall be located at such address as is set forth from time to time in the records of the office of the Secretary of State of the State of [Insert state of incorporation]. The registered agent for service of process of the Corporation in the State of [Insert state of incorporation] shall be [Insert registered agent name and address], or such other registered agent as the Board of Directors may designate from time to time in the manner provided by applicable law.

The Corporation shall continuously maintain in the State of [Insert state of incorporation] a registered office and a registered agent whose office is identical with such registered office, to the extent required by the General Corporation Law of the State of [Insert state of incorporation] or other applicable law.

Section 1.2 Other Offices

The Corporation may also have offices, and may keep its books and records, at such other places, both within and outside the State of [Insert state of incorporation], as the Board of Directors may from time to time determine or as the business of the Corporation may require.

Any office of the Corporation may be discontinued or relocated at any time by or under the authority of the Board of Directors, subject to applicable law.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1 Annual Meeting

An annual meeting of the stockholders of the Corporation shall be held each year on such date, at such time, and at such place, if any, within or without the State of [Insert state of incorporation], or by means of remote communication to the extent permitted by applicable law, as may be designated from time to time by the Board of Directors and stated in the notice of the meeting, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting.

Notwithstanding the foregoing, if the Corporation has a sole stockholder or is otherwise wholly owned, the annual meeting provision may operate as a matter of form, and any action required or permitted to be taken by stockholders may instead be effected by written consent to the extent permitted by these Bylaws, the Certificate of Incorporation, and applicable law.

Failure to hold an annual meeting at the designated time shall not work a forfeiture or dissolution of the Corporation or affect otherwise valid corporate acts.

Section 2.2 Special Meetings

Special meetings of the stockholders may be called at any time by [Insert authorized callers of special meetings], and by no other person or persons except to the extent otherwise required by applicable law or expressly provided in the Certificate of Incorporation.

Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation's notice of meeting. If the Corporation has a sole stockholder, the sole stockholder may call a special meeting at any time for any purpose permitted by applicable law.

Section 2.3 Notice of Meetings

Written notice of each meeting of stockholders shall be given not less than [insert number, e.g., 10] days nor more than [insert number, e.g., 60] days before the date of the meeting to each stockholder of record entitled to vote at such meeting, except as otherwise required by applicable law.

The notice shall state:

(a) the place, if any, date, and hour of the meeting;

(b) the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting;

(d) such other information as may be required by applicable law, the Certificate of Incorporation, or these Bylaws.

Notice shall be given in writing in the manner provided in these Bylaws or as otherwise permitted by applicable law. Notice of any adjourned meeting need not be given if the date, time, and place, if any, thereof, and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken, unless otherwise required by applicable law.

Section 2.4 Quorum

Except as otherwise required by applicable law, the Certificate of Incorporation, or these Bylaws, the holders of [Insert quorum threshold] of the shares of the capital stock issued and outstanding and entitled to vote thereat, present in person, present by means of remote communication if permitted, or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business.

If a quorum shall not be present or represented at any meeting of stockholders, the chair of the meeting or the holders of a majority of the voting power of the shares present in person, present by means of remote communication if permitted, or represented by proxy and entitled to vote thereat may adjourn the meeting from time to time in the manner permitted by applicable law until a quorum shall be present or represented.

When a quorum is once present to organize a meeting, it shall not be broken by the subsequent withdrawal of any stockholders or the refusal of any stockholders to vote.

Section 2.5 Voting

Except as otherwise provided by applicable law, the Certificate of Incorporation, or these Bylaws, each outstanding share of common stock shall be entitled to one vote upon each matter properly submitted to a vote of the stockholders.

Each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for such stockholder by proxy in any manner permitted by applicable law. Any such proxy shall be filed with the Secretary of the Corporation or such other officer or agent of the Corporation as may be designated for that purpose before or at the time of the meeting.

Unless otherwise required by applicable law, the Certificate of Incorporation, or these Bylaws:

(a) directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election of directors and present in person, present by means of remote communication if permitted, or represented by proxy at a meeting at which a quorum is present; and

(b) any other corporate action to be taken by vote of the stockholders shall be authorized by the affirmative vote of the holders of a majority of the votes cast on the matter, except where a different vote is required by applicable law, the Certificate of Incorporation, or these Bylaws.

Section 2.6 Action by Written Consent

Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing or by electronic transmission, setting forth the action so taken, shall be signed or delivered by the holders of outstanding stock having not less than [Insert consent threshold — e.g., the minimum number of votes necessary to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted].

In the case of a wholly owned subsidiary, action by written consent of the sole stockholder shall be fully effective for all purposes to the extent permitted by applicable law.

Prompt notice of the taking of corporate action by less than unanimous written consent shall be given to those stockholders who have not consented in writing or by electronic transmission, if and to the extent required by applicable law.

Section 2.7 Record Date

For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, 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.

If the Board of Directors fixes a record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders, such record date shall not precede the date upon which the resolution fixing the record date is adopted and shall not be more than [Insert maximum advance period for fixing record date, e.g., 60] nor less than [insert minimum advance period, e.g., 10] days before the date of such meeting, unless otherwise required by applicable law.

If no record date is fixed by the Board of Directors, the record date shall be determined in accordance with applicable law.

Section 2.8 Inspectors of Election

The Board of Directors, in advance of any meeting of stockholders, may appoint one or more inspectors of election to act at such meeting or any adjournment thereof. The Board of Directors may also designate one or more persons as alternate inspectors to replace any inspector who fails to act.

If no inspector or alternate so appointed is able to act at a meeting of stockholders, the chair of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, may be required to take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability.

The inspectors, if any, shall perform such duties as are provided by applicable law, including determining the number of shares outstanding and the voting power of each, determining the shares represented at the meeting and the validity of proxies, counting votes, and certifying the results of the vote.

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 applicable law or the Certificate of Incorporation.

The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by applicable law, the Certificate of Incorporation, or these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.2 Number, Qualification, and Term of Office

The number of directors constituting the entire Board of Directors shall be [Insert number of directors or range — e.g., fixed from time to time exclusively by resolution of the Board of Directors or the sole stockholder].

Directors need not be stockholders of the Corporation nor residents of the State of [Insert state of incorporation], unless so required by the Certificate of Incorporation or applicable law.

Each director shall hold office until such director's successor has been duly elected and qualified or until such director's earlier death, resignation, or removal.

Section 3.3 Election of Directors

Except as otherwise provided by applicable law, the Certificate of Incorporation, or these Bylaws, directors shall be elected by the stockholders at the annual meeting of stockholders. In the case of a wholly owned subsidiary, directors may be elected by written consent of the sole stockholder in lieu of an annual meeting, to the fullest extent permitted by applicable law.

[Insert election provisions].

Section 3.4 Resignation

Any director may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, if any, the President, or the Secretary of the Corporation.

Unless otherwise specified in the notice, a resignation shall be effective upon delivery. If a resignation is to become effective at a future date or upon the occurrence of a future event, the resignation shall become effective at such later time or upon the occurrence of such event. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 3.5 Removal

Any director or the entire Board of Directors may be removed [Insert removal standard — with or without cause], to the extent permitted by applicable law, by the holders of the shares then entitled to vote at an election of directors or, if applicable, by the sole stockholder.

Any such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 3.6 Vacancies

Any vacancy occurring in the Board of Directors, including a vacancy resulting from the death, resignation, disqualification, retirement, or removal of a director, and any newly created directorship resulting from an increase in the authorized number of directors, may be filled by [Insert vacancy-filling mechanism], unless otherwise required by applicable law or the Certificate of Incorporation.

Any director elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor in office and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, or removal. Any director chosen to fill a newly created directorship shall hold office until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, or removal.

Section 3.7 Regular Meetings

Regular meetings of the Board of Directors may be held at such dates, times, and places, if any, within or without the State of [Insert state of incorporation], or by means of remote communications equipment to the extent permitted by applicable law, as shall from time to time be determined by resolution of the Board of Directors.

If the date, time, and place, if any, of a regular meeting have been fixed by resolution of the Board of Directors, then no further notice of such regular meeting need be given.

Section 3.8 Special Meetings

Special meetings of the Board of Directors may be called by the Chairman of the Board, if any, the President, or any [insert number] directors.

Special meetings shall be held at such place, if any, on such date, and at such time as may be specified in the notice of meeting. Notice of any special meeting shall be given to each director at least [Insert notice period for special meetings, e.g., 24 hours] before the meeting, unless a shorter period is reasonable under the circumstances or is otherwise permitted by applicable law.

Section 3.9 Notice of Meetings

Notice of any special meeting of the Board of Directors shall be given by personal delivery, overnight courier, mail, telephone, voicemail, electronic mail, facsimile, or other form of electronic transmission permitted by applicable law. Notice shall be deemed to have been given when delivered personally, when deposited in the mail with postage prepaid, when dispatched by nationally recognized overnight courier, when communicated by telephone, or when transmitted by electronic means to the address, number, or account furnished by the director for such purpose.

Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of meeting, except as otherwise required by applicable law, the Certificate of Incorporation, or these Bylaws.

A director may waive notice of any meeting of the Board of Directors in writing or by electronic transmission either before or after the meeting. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where the director attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 3.10 Quorum and Manner of Acting

Except as otherwise provided by applicable law, the Certificate of Incorporation, or these Bylaws, [Insert quorum and voting thresholds], and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.

Unless otherwise required by applicable law, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time until a quorum shall be present.

Section 3.11 Action by Written Consent

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission. Such consent or consents shall be filed with the minutes of proceedings of the Board of Directors or committee and shall have the same force and effect as a unanimous vote at a meeting duly held.

Section 3.12 Participation by Telephone or Electronic Means

Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or committee by means of conference telephone, video conference, or other communications equipment by means of which all persons participating in the meeting can hear one another, or by such other means as may be permitted by applicable law. Participation in a meeting pursuant to this Section shall constitute presence in person at the meeting.

Section 3.13 Committees of the Board

The Board of Directors may, by resolution adopted by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation, to the extent permitted by applicable law. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.

Any such committee, to the extent provided in the resolution of the Board of Directors or in these Bylaws and to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. No committee shall have the power or authority to take any action prohibited by applicable law, including, to the extent so prohibited, adopting, amending, or repealing the Bylaws; approving or adopting, or recommending to stockholders, any action or matter expressly required by applicable law to be submitted to stockholders for approval; adopting an agreement of merger, consolidation, or sale of substantially all corporate assets; recommending dissolution; or amending the Certificate of Incorporation.

The Board of Directors may establish committees such as an Audit Committee, Compensation Committee, Nominating or Governance Committee, or such other committees as the Board of Directors may determine from time to time. Notwithstanding the foregoing, if the Corporation is a wholly owned subsidiary and the Board of Directors determines that a formal committee structure is unnecessary at a given time, the Board of Directors may decline to constitute one or more standing committees and instead retain full authority at the Board level.

Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 3.14 Compensation of Directors

Directors may receive such compensation for their services as directors and as members of committees of the Board of Directors, and such reimbursement for expenses, as may be fixed or determined from time to time by resolution of the Board of Directors or any committee authorized by the Board of Directors to do so.

Nothing contained in this Section 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 be chosen by the Board of Directors and shall include [Insert officers — e.g., a President, a Secretary, and a Treasurer; the Board may also appoint one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and such other officers as the Board may from time to time determine].

The Board of Directors may also appoint a Chairman of the Board, a Chief Executive Officer, a Chief Financial Officer, a Chief Operating Officer, and such other officers and agents as it shall deem necessary or advisable. Any two or more offices may be held by the same person, unless otherwise prohibited by applicable law.

Section 4.2 Election, Term of Office, and Qualifications

Each officer of the Corporation shall be elected by the Board of Directors and shall hold office until such officer's successor has been duly elected and qualified or until such officer's earlier death, resignation, or removal.

An officer need not be a director or stockholder of the Corporation unless otherwise required by the Certificate of Incorporation or these Bylaws.

Section 4.3 Resignation

Any officer may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, if any, the President, or the Secretary of the Corporation. Such resignation shall be effective upon delivery unless the notice specifies a later effective date or the occurrence of a future event. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.

Section 4.4 Removal

Any officer of the Corporation may be removed, with or without cause, by the Board of Directors at any time. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4.5 Vacancies

A vacancy in any office arising from any cause whatsoever may be filled by the Board of Directors for the unexpired portion of the term, if any, or otherwise as determined by the Board of Directors.

Section 4.6 Chairman of the Board

The Chairman of the Board, if one shall be elected, shall, when present, preside at all meetings of the Board of Directors and, unless otherwise determined by the Board of Directors, at all meetings of the stockholders.

The Chairman of the Board shall have such additional duties and authority as may be assigned from time to time by the Board of Directors, including [Insert duties of Chairman]. The Chairman of the Board shall not, solely by reason of holding such office, be deemed an officer with authority to bind the Corporation except to the extent expressly authorized by the Board of Directors, these Bylaws, or applicable law.

Section 4.7 President / Chief Executive Officer

The President or, if designated by the Board of Directors, the Chief Executive Officer, shall be the principal executive officer of the Corporation, shall in general supervise and control all of the business and affairs of the Corporation, subject to the authority of the Board of Directors, and shall perform all duties incident to such office and such other duties as may be prescribed by the Board of Directors.

The President or Chief Executive Officer shall have authority, subject to the oversight of the Board of Directors, to execute contracts, instruments, and other documents on behalf of the Corporation as authorized by these Bylaws or by resolution of the Board of Directors and shall have such further duties as may be set forth by the Board of Directors, including [Insert duties of President / CEO].

If no Chairman of the Board has been elected, or if the Chairman is absent, the President or Chief Executive Officer may preside at meetings of the stockholders and, if designated by the Board of Directors, at meetings of the Board of Directors.

Section 4.8 Vice Presidents

Each Vice President shall have such powers and perform such duties as may from time to time be assigned by the President, the Chief Executive Officer, if any, or the Board of Directors.

In the absence of the President or Chief Executive Officer, or in the event of the President's or Chief Executive Officer's inability or refusal to act, the Vice President designated by the Board of Directors, or in the absence of such designation, such Vice President as may be designated by the Board of Directors, shall perform the duties of the President or Chief Executive Officer, and when so acting shall have all the powers of and be subject to all the restrictions upon that office.

Section 4.9 Secretary

The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record, or cause to be recorded, the proceedings of such meetings in one or more books maintained for that purpose.

The Secretary shall give, or cause to be given, notice of all meetings of stockholders and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, if any, or the President or Chief Executive Officer.

The Secretary shall have custody of the corporate records and of the seal of the Corporation, if any, and shall have authority to affix the same to any instrument requiring it and, when so affixed, to attest it. The Secretary shall also maintain, or cause to be maintained, the stock ledger and such other books and records of the Corporation as may be required by law or by the Board of Directors, and shall perform such additional duties as may be assigned, including [Insert duties of Secretary].

Section 4.10 Treasurer / Chief Financial Officer

The Treasurer or, if designated by the Board of Directors, the Chief Financial Officer, shall have charge and custody of, and be responsible for, all funds and securities of the Corporation and shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements in books belonging to the Corporation.

The Treasurer or Chief Financial Officer shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and shall render to the President or Chief Executive Officer and to the Board of Directors, whenever requested, an account of the financial condition of the Corporation.

The Treasurer or Chief Financial Officer shall perform all duties incident to such office and such other duties as may be assigned by the Board of Directors, including [Insert duties of Treasurer / CFO].

Section 4.11 Other Officers and Agents

The Board of Directors may appoint such other officers, assistant officers, and agents as it shall deem necessary or advisable, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.

The Board of Directors may delegate to any officer the power to appoint subordinate officers or agents and to prescribe their respective duties and compensation, to the extent permitted by applicable law.

Section 4.12 Compensation

The compensation of all officers and agents of the Corporation shall be fixed from time to time by the Board of Directors or by a committee or officer to whom such authority has been delegated by the Board of Directors.

No officer shall be prevented from receiving compensation by reason of the fact that such officer is also a director of the Corporation.

ARTICLE V

STOCK

Section 5.1 Stock Certificates; Uncertificated Shares

The shares of the Corporation shall be [Insert provision — e.g., represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all classes or series of stock shall be uncertificated shares, or wholly uncertificated as determined by the Board of Directors], subject in all cases to applicable law.

To the extent shares are represented by certificates, such certificates shall be in such form as shall be approved by the Board of Directors. Certificates shall be signed by, or in the name of the Corporation by, the Chairman of the Board, the President, the Chief Executive Officer, or a Vice President, and by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer, and may bear the corporate seal, if any, or a facsimile thereof. Any or all signatures on a certificate may be facsimiles to the extent permitted by applicable law.

If any certificate is countersigned by a transfer agent or registrar other than the Corporation or its employee, or by a clearing agency or its nominee, then any other signature on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate ceases to hold such office before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar on the date of issue.

The Board of Directors may provide for the issuance of a new certificate or uncertificated shares in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing such issuance of a replacement, the Board of Directors may, in its discretion and as a condition precedent to issuance, require the owner of the lost, stolen, or destroyed certificate, or such owner's legal representative, to give the Corporation a bond or other indemnity sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of the certificate or the issuance of such new certificate or uncertificated shares.

Section 5.2 Transfers of Stock

Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation and shall be made by the holder of record thereof, or by such holder's duly authorized attorney or legal representative, upon surrender for cancellation of certificates for a like number of shares, if such shares are certificated, or upon receipt of proper transfer instructions, if such shares are uncertificated, together with such proof of authority or authenticity as the Corporation or its transfer agent may reasonably require.

The Board of Directors may appoint one or more transfer agents and one or more registrars with respect to the shares of stock of the Corporation [Insert transfer agent reference — e.g., and may require that all certificates for stock bear the signature of such transfer agent and registrar].

The Corporation shall be entitled to impose such additional transfer requirements or restrictions as may be required by applicable law, the Certificate of Incorporation, any stockholders agreement binding on the Corporation or the holder, or any legend or notation validly placed on stock certificates or uncertificated share notices.

Section 5.3 Record Holders

The Corporation shall be entitled to recognize the exclusive right of the person registered on its books as the owner of any share to receive dividends and other distributions, to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of any share. The Corporation shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by applicable law.

Section 5.4 Record Date

The Board of Directors may fix, in advance, a record date for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution, or in order to make a determination of stockholders for any other proper purpose. Any such record date shall be fixed in accordance with applicable law.

For the avoidance of doubt, the provisions of Section 2.7 shall govern the fixing of a record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders or to act by written consent in lieu of a meeting.

ARTICLE VI

INDEMNIFICATION AND ADVANCEMENT OF EXPENSES

Section 6.1 Right to Indemnification

The Corporation shall, to the fullest extent permitted by the General Corporation Law of the State of [Insert state of incorporation], as the same exists or may hereafter be amended, indemnify and hold harmless any person who was or is made or is threatened to be made a party to, or is otherwise involved in, any threatened, pending, or completed action, suit, proceeding, or investigation, whether civil, criminal, administrative, investigative, or otherwise (a "Proceeding"), by reason of the fact that such person, or a person for whom such person is the legal representative, 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, agent, trustee, partner, member, manager, fiduciary, or in any other capacity for or on behalf of another corporation, partnership, joint venture, trust, limited liability company, employee benefit plan, or other enterprise, against all liability and loss suffered and expenses (including attorneys' fees), judgments, fines, excise taxes, penalties, and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding.

The rights provided by this Section shall include the right to be indemnified to the fullest extent permitted by applicable law in effect on the date of adoption of these Bylaws and to such greater extent as applicable law may thereafter permit. No amendment of the General Corporation Law of the State of [Insert state of incorporation] that limits or restricts indemnification rights shall be applied retroactively to reduce the rights provided under this Article with respect to acts or omissions occurring prior to such amendment, except to the extent required by law.

The indemnification provided by this Section shall be a contract right and shall continue as to a person who has ceased to serve in the capacity that initially entitled such person to indemnity hereunder.

[Insert scope of indemnification consistent with governing law].

Section 6.2 Advancement of Expenses

The Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys' fees) incurred by any person entitled to indemnification under Section 6.1 in defending or otherwise participating in any Proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of a Proceeding shall be made only upon receipt by the Corporation of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall ultimately be determined by final, nonappealable adjudication that such person is not entitled to be indemnified under this Article or otherwise.

Such undertaking shall be accepted without reference to the financial ability of such person to make repayment and may be unsecured to the fullest extent permitted by applicable law.

[Insert advancement provisions and undertaking requirements].

Section 6.3 Claims

If a claim under this Article for indemnification or advancement of expenses is not paid in full by the Corporation within [insert number, e.g., 60] days after a written claim therefor has been received by the Corporation, except in the case of a claim for advancement of expenses, which shall be paid within such shorter period, if any, as may be required by applicable law or agreement, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the 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 claimant shall also be entitled to be paid the expense of prosecuting or defending such suit to the fullest extent permitted by applicable law.

In any suit brought by the claimant to enforce a right to indemnification hereunder, it shall be a defense that the claimant has not met the applicable standard of conduct required by applicable law. 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 only upon a final adjudication that the claimant is not entitled to indemnification with respect to the underlying Proceeding.

Neither the failure of the Corporation, including its Board of Directors, independent legal counsel, or stockholders, to have made a determination prior to the commencement of such suit that indemnification of the claimant is proper in the circumstances, nor an actual determination by the Corporation, including its Board of Directors, independent legal counsel, or stockholders, that the claimant has not met the applicable standard of conduct, shall create a presumption that the claimant has not met the applicable standard of conduct or, in the case of a suit brought by the claimant, be a defense to such suit. In any suit brought by the claimant to enforce a right hereunder, or by the Corporation to recover an advancement of expenses, the burden of proof shall be as provided by applicable law.

Section 6.4 Non-Exclusivity of Rights

The rights conferred on any person by this Article shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, provision of these Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise.

Section 6.5 Insurance

The Corporation may purchase and maintain insurance, at its expense, to protect itself and any current or former director, officer, employee, agent, or other person who is or was serving at the request of the Corporation in any capacity described in Section 6.1 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 applicable law or the provisions of this Article.

[Insert insurance provision].

Section 6.6 Other Indemnification

The Corporation may, to the fullest extent permitted by applicable law, enter into one or more agreements with any person who is or was a director, officer, employee, or agent of the Corporation or who serves or served at the request of the Corporation in any other capacity referred to in Section 6.1, providing for indemnification and advancement of expenses to such person on such terms as the Board of Directors may approve.

The Corporation may also adopt by resolution of the Board of Directors or otherwise such further indemnification and advancement arrangements as may be permitted by applicable law and are not inconsistent with the Certificate of Incorporation.

Section 6.7 Survival

The rights conferred by this Article shall continue as to any person who has ceased to be a director, officer, employee, agent, or other covered person and shall inure to the benefit of such person's heirs, executors, administrators, legal representatives, and estate.

Section 6.8 Amendment or Repeal

Any amendment, repeal, or modification of this Article shall not adversely affect any right or protection of any person existing at the time of such amendment, repeal, or modification with respect to any act or omission occurring prior to such amendment, repeal, or modification.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1 Dividends and Distributions

Subject to applicable law and the provisions of the Certificate of Incorporation, dividends upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting and may be paid in cash, in property, or in shares of the Corporation's capital stock.

The Board of Directors may set apart out of any funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve in the manner in which it was created.

Section 7.2 Fiscal Year

The fiscal year of the Corporation shall end on such date as the Board of Directors shall from time to time determine.

[Insert fiscal year — e.g., if the Board of Directors so determines, the fiscal year of the Corporation shall end on December 31 of each year.]

Section 7.3 Corporate Seal

The Board of Directors may adopt a corporate seal in such form as it shall determine. The seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced, or otherwise placed upon documents as authorized by the Board of Directors or by any officer having authority to execute such documents.

If no corporate seal is adopted, any instrument may nevertheless be executed under seal by affixing or printing the word "(Seal)" adjacent to the signature of the person executing such instrument.

Section 7.4 Execution of Instruments

Except as otherwise provided by applicable law, the Certificate of Incorporation, or these Bylaws, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts, and other obligations and instruments entered into in the ordinary course of business or otherwise may be executed on behalf of the Corporation by the President, the Chief Executive Officer, any Vice President, the Secretary, the Treasurer, or such other officer or agent as may be authorized from time to time by the Board of Directors.

The Board of Directors may authorize any officer or officers, agent or agents, in the name of and on behalf of the Corporation, to enter into or execute and deliver any and all instruments, and such authority may be general or confined to specific instances.

Section 7.5 Books and Records

The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its stockholders, Board of Directors, and committees of the Board of Directors. The Corporation shall also keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its stockholders in a form permitted by applicable law.

FORM OF BYLAWS OF CLOUDIUM TECHNOLOGIES PLC
(AS THE SURVIVING CORPORATION)
Exhibit C to the Agreement and Plan of Merger
Attached as Exhibit C to that certain Agreement and Plan of Merger, dated as of January 22, 2024, among Cloudium Technologies plc, Stratos Merger Sub Inc., and Solara Digital Infrastructure Fund VI LP.
These Bylaws are adopted effective as of the Effective Time of the Merger (11:59 p.m. Eastern Time, July 9, 2024).
These Bylaws are a form document attached to the Merger Agreement at signing, and the final adopted version shall become effective at closing.
This document is a form of bylaws attached as an exhibit to the Merger Agreement. It is intended to reflect a blank template to be finalized and adopted as of the Effective Time. Bracketed placeholders are to be completed in the final adopted version in a manner consistent with the certificate of incorporation, applicable law, and the Merger Agreement.
BYLAWS OF CLOUDIUM TECHNOLOGIES PLC
(AS THE SURVIVING CORPORATION)
ARTICLE I
OFFICES
Section 1.1 Registered Office
The registered office of the Corporation in the State of [Insert state of incorporation] shall be located at such address as is set forth from time to time in the records of the office of the Secretary of State of the State of [Insert state of incorporation]. The registered agent for service of process of the Corporation in the State of [Insert state of incorporation] shall be [Insert registered agent name and address], or such other registered agent as the Board of Directors may designate from time to time in the manner provided by applicable law.
The Corporation shall continuously maintain in the State of [Insert state of incorporation] a registered office and a registered agent whose office is identical with such registered office, to the extent required by the General Corporation Law of the State of [Insert state of incorporation] or other applicable law.
Section 1.2 Other Offices
The Corporation may also have offices, and may keep its books and records, at such other places, both within and outside the State of [Insert state of incorporation], as the Board of Directors may from time to time determine or as the business of the Corporation may require.
Any office of the Corporation may be discontinued or relocated at any time by or under the authority of the Board of Directors, subject to applicable law.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 2.1 Annual Meeting
An annual meeting of the stockholders of the Corporation shall be held each year on such date, at such time, and at such place, if any, within or without the State of [Insert state of incorporation], or by means of remote communication to the extent permitted by applicable law, as may be designated from time to time by the Board of Directors and stated in the notice of the meeting, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting.
Notwithstanding the foregoing, if the Corporation has a sole stockholder or is otherwise wholly owned, the annual meeting provision may operate as a matter of form, and any action required or permitted to be taken by stockholders may instead be effected by written consent to the extent permitted by these Bylaws, the Certificate of Incorporation, and applicable law.
Failure to hold an annual meeting at the designated time shall not work a forfeiture or dissolution of the Corporation or affect otherwise valid corporate acts.
Section 2.2 Special Meetings
Special meetings of the stockholders may be called at any time by [Insert authorized callers of special meetings], and by no other person or persons except to the extent otherwise required by applicable law or expressly provided in the Certificate of Incorporation.
Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation's notice of meeting. If the Corporation has a sole stockholder, the sole stockholder may call a special meeting at any time for any purpose permitted by applicable law.
Section 2.3 Notice of Meetings
Written notice of each meeting of stockholders shall be given not less than [insert number, e.g., 10] days nor more than [insert number, e.g., 60] days before the date of the meeting to each stockholder of record entitled to vote at such meeting, except as otherwise required by applicable law.
The notice shall state:
(a) the place, if any, date, and hour of the meeting;
(b) the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting;
(c) in the case of a special meeting, the purpose or purposes for which the meeting is called; and
(d) such other information as may be required by applicable law, the Certificate of Incorporation, or these Bylaws.
Notice shall be given in writing in the manner provided in these Bylaws or as otherwise permitted by applicable law. Notice of any adjourned meeting need not be given if the date, time, and place, if any, thereof, and the means of remote communication, if any, are announced at the meeting at which the adjournment is taken, unless otherwise required by applicable law.
Section 2.4 Quorum
Except as otherwise required by applicable law, the Certificate of Incorporation, or these Bylaws, the holders of [Insert quorum threshold] of the shares of the capital stock issued and outstanding and entitled to vote thereat, present in person, present by means of remote communication if permitted, or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business.
If a quorum shall not be present or represented at any meeting of stockholders, the chair of the meeting or the holders of a majority of the voting power of the shares present in person, present by means of remote communication if permitted, or represented by proxy and entitled to vote thereat may adjourn the meeting from time to time in the manner permitted by applicable law until a quorum shall be present or represented.
When a quorum is once present to organize a meeting, it shall not be broken by the subsequent withdrawal of any stockholders or the refusal of any stockholders to vote.
Section 2.5 Voting
Except as otherwise provided by applicable law, the Certificate of Incorporation, or these Bylaws, each outstanding share of common stock shall be entitled to one vote upon each matter properly submitted to a vote of the stockholders.
Each stockholder entitled to vote at any meeting of stockholders may authorize another person or persons to act for such stockholder by proxy in any manner permitted by applicable law. Any such proxy shall be filed with the Secretary of the Corporation or such other officer or agent of the Corporation as may be designated for that purpose before or at the time of the meeting.
Unless otherwise required by applicable law, the Certificate of Incorporation, or these Bylaws:
(a) directors shall be elected by a plurality of the votes cast by the shares entitled to vote in the election of directors and present in person, present by means of remote communication if permitted, or represented by proxy at a meeting at which a quorum is present; and
(b) any other corporate action to be taken by vote of the stockholders shall be authorized by the affirmative vote of the holders of a majority of the votes cast on the matter, except where a different vote is required by applicable law, the Certificate of Incorporation, or these Bylaws.
Section 2.6 Action by Written Consent
Unless otherwise provided in the Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing or by electronic transmission, setting forth the action so taken, shall be signed or delivered by the holders of outstanding stock having not less than [Insert consent threshold — e.g., the minimum number of votes necessary to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted].
In the case of a wholly owned subsidiary, action by written consent of the sole stockholder shall be fully effective for all purposes to the extent permitted by applicable law.
Prompt notice of the taking of corporate action by less than unanimous written consent shall be given to those stockholders who have not consented in writing or by electronic transmission, if and to the extent required by applicable law.
Section 2.7 Record Date
For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders, or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, 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.
If the Board of Directors fixes a record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders, such record date shall not precede the date upon which the resolution fixing the record date is adopted and shall not be more than [Insert maximum advance period for fixing record date, e.g., 60] nor less than [insert minimum advance period, e.g., 10] days before the date of such meeting, unless otherwise required by applicable law.
If no record date is fixed by the Board of Directors, the record date shall be determined in accordance with applicable law.
Section 2.8 Inspectors of Election
The Board of Directors, in advance of any meeting of stockholders, may appoint one or more inspectors of election to act at such meeting or any adjournment thereof. The Board of Directors may also designate one or more persons as alternate inspectors to replace any inspector who fails to act.
If no inspector or alternate so appointed is able to act at a meeting of stockholders, the chair of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, may be required to take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability.
The inspectors, if any, shall perform such duties as are provided by applicable law, including determining the number of shares outstanding and the voting power of each, determining the shares represented at the meeting and the validity of proxies, counting votes, and certifying the results of the vote.
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 applicable law or the Certificate of Incorporation.
The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by applicable law, the Certificate of Incorporation, or these Bylaws directed or required to be exercised or done by the stockholders.
Section 3.2 Number, Qualification, and Term of Office
The number of directors constituting the entire Board of Directors shall be [Insert number of directors or range — e.g., fixed from time to time exclusively by resolution of the Board of Directors or the sole stockholder].
Directors need not be stockholders of the Corporation nor residents of the State of [Insert state of incorporation], unless so required by the Certificate of Incorporation or applicable law.
Each director shall hold office until such director's successor has been duly elected and qualified or until such director's earlier death, resignation, or removal.
Section 3.3 Election of Directors
Except as otherwise provided by applicable law, the Certificate of Incorporation, or these Bylaws, directors shall be elected by the stockholders at the annual meeting of stockholders. In the case of a wholly owned subsidiary, directors may be elected by written consent of the sole stockholder in lieu of an annual meeting, to the fullest extent permitted by applicable law.
[Insert election provisions].
Section 3.4 Resignation
Any director may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, if any, the President, or the Secretary of the Corporation.
Unless otherwise specified in the notice, a resignation shall be effective upon delivery. If a resignation is to become effective at a future date or upon the occurrence of a future event, the resignation shall become effective at such later time or upon the occurrence of such event. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 3.5 Removal
Any director or the entire Board of Directors may be removed [Insert removal standard — with or without cause], to the extent permitted by applicable law, by the holders of the shares then entitled to vote at an election of directors or, if applicable, by the sole stockholder.
Any such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 3.6 Vacancies
Any vacancy occurring in the Board of Directors, including a vacancy resulting from the death, resignation, disqualification, retirement, or removal of a director, and any newly created directorship resulting from an increase in the authorized number of directors, may be filled by [Insert vacancy-filling mechanism], unless otherwise required by applicable law or the Certificate of Incorporation.
Any director elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor in office and until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, or removal. Any director chosen to fill a newly created directorship shall hold office until such director's successor shall have been duly elected and qualified, or until such director's earlier death, resignation, or removal.
Section 3.7 Regular Meetings
Regular meetings of the Board of Directors may be held at such dates, times, and places, if any, within or without the State of [Insert state of incorporation], or by means of remote communications equipment to the extent permitted by applicable law, as shall from time to time be determined by resolution of the Board of Directors.
If the date, time, and place, if any, of a regular meeting have been fixed by resolution of the Board of Directors, then no further notice of such regular meeting need be given.
Section 3.8 Special Meetings
Special meetings of the Board of Directors may be called by the Chairman of the Board, if any, the President, or any [insert number] directors.
Special meetings shall be held at such place, if any, on such date, and at such time as may be specified in the notice of meeting. Notice of any special meeting shall be given to each director at least [Insert notice period for special meetings, e.g., 24 hours] before the meeting, unless a shorter period is reasonable under the circumstances or is otherwise permitted by applicable law.
Section 3.9 Notice of Meetings
Notice of any special meeting of the Board of Directors shall be given by personal delivery, overnight courier, mail, telephone, voicemail, electronic mail, facsimile, or other form of electronic transmission permitted by applicable law. Notice shall be deemed to have been given when delivered personally, when deposited in the mail with postage prepaid, when dispatched by nationally recognized overnight courier, when communicated by telephone, or when transmitted by electronic means to the address, number, or account furnished by the director for such purpose.
Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of meeting, except as otherwise required by applicable law, the Certificate of Incorporation, or these Bylaws.
A director may waive notice of any meeting of the Board of Directors in writing or by electronic transmission either before or after the meeting. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where the director attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the ground that the meeting is not lawfully called or convened.
Section 3.10 Quorum and Manner of Acting
Except as otherwise provided by applicable law, the Certificate of Incorporation, or these Bylaws, [Insert quorum and voting thresholds], and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors.
Unless otherwise required by applicable law, a majority of the total number of directors then in office shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board of Directors, a majority of the directors present may adjourn the meeting from time to time until a quorum shall be present.
Section 3.11 Action by Written Consent
Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission. Such consent or consents shall be filed with the minutes of proceedings of the Board of Directors or committee and shall have the same force and effect as a unanimous vote at a meeting duly held.
Section 3.12 Participation by Telephone or Electronic Means
Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, members of the Board of Directors, or members of any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or committee by means of conference telephone, video conference, or other communications equipment by means of which all persons participating in the meeting can hear one another, or by such other means as may be permitted by applicable law. Participation in a meeting pursuant to this Section shall constitute presence in person at the meeting.
Section 3.13 Committees of the Board
The Board of Directors may, by resolution adopted by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more directors of the Corporation, to the extent permitted by applicable law. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.
Any such committee, to the extent provided in the resolution of the Board of Directors or in these Bylaws and to the extent permitted by applicable law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation. No committee shall have the power or authority to take any action prohibited by applicable law, including, to the extent so prohibited, adopting, amending, or repealing the Bylaws; approving or adopting, or recommending to stockholders, any action or matter expressly required by applicable law to be submitted to stockholders for approval; adopting an agreement of merger, consolidation, or sale of substantially all corporate assets; recommending dissolution; or amending the Certificate of Incorporation.
The Board of Directors may establish committees such as an Audit Committee, Compensation Committee, Nominating or Governance Committee, or such other committees as the Board of Directors may determine from time to time. Notwithstanding the foregoing, if the Corporation is a wholly owned subsidiary and the Board of Directors determines that a formal committee structure is unnecessary at a given time, the Board of Directors may decline to constitute one or more standing committees and instead retain full authority at the Board level.
Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.
Section 3.14 Compensation of Directors
Directors may receive such compensation for their services as directors and as members of committees of the Board of Directors, and such reimbursement for expenses, as may be fixed or determined from time to time by resolution of the Board of Directors or any committee authorized by the Board of Directors to do so.
Nothing contained in this Section 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 be chosen by the Board of Directors and shall include [Insert officers — e.g., a President, a Secretary, and a Treasurer; the Board may also appoint one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and such other officers as the Board may from time to time determine].
The Board of Directors may also appoint a Chairman of the Board, a Chief Executive Officer, a Chief Financial Officer, a Chief Operating Officer, and such other officers and agents as it shall deem necessary or advisable. Any two or more offices may be held by the same person, unless otherwise prohibited by applicable law.
Section 4.2 Election, Term of Office, and Qualifications
Each officer of the Corporation shall be elected by the Board of Directors and shall hold office until such officer's successor has been duly elected and qualified or until such officer's earlier death, resignation, or removal.
An officer need not be a director or stockholder of the Corporation unless otherwise required by the Certificate of Incorporation or these Bylaws.
Section 4.3 Resignation
Any officer may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, if any, the President, or the Secretary of the Corporation. Such resignation shall be effective upon delivery unless the notice specifies a later effective date or the occurrence of a future event. Unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective.
Section 4.4 Removal
Any officer of the Corporation may be removed, with or without cause, by the Board of Directors at any time. Such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4.5 Vacancies
A vacancy in any office arising from any cause whatsoever may be filled by the Board of Directors for the unexpired portion of the term, if any, or otherwise as determined by the Board of Directors.
Section 4.6 Chairman of the Board
The Chairman of the Board, if one shall be elected, shall, when present, preside at all meetings of the Board of Directors and, unless otherwise determined by the Board of Directors, at all meetings of the stockholders.
The Chairman of the Board shall have such additional duties and authority as may be assigned from time to time by the Board of Directors, including [Insert duties of Chairman]. The Chairman of the Board shall not, solely by reason of holding such office, be deemed an officer with authority to bind the Corporation except to the extent expressly authorized by the Board of Directors, these Bylaws, or applicable law.
Section 4.7 President / Chief Executive Officer
The President or, if designated by the Board of Directors, the Chief Executive Officer, shall be the principal executive officer of the Corporation, shall in general supervise and control all of the business and affairs of the Corporation, subject to the authority of the Board of Directors, and shall perform all duties incident to such office and such other duties as may be prescribed by the Board of Directors.
The President or Chief Executive Officer shall have authority, subject to the oversight of the Board of Directors, to execute contracts, instruments, and other documents on behalf of the Corporation as authorized by these Bylaws or by resolution of the Board of Directors and shall have such further duties as may be set forth by the Board of Directors, including [Insert duties of President / CEO].
If no Chairman of the Board has been elected, or if the Chairman is absent, the President or Chief Executive Officer may preside at meetings of the stockholders and, if designated by the Board of Directors, at meetings of the Board of Directors.
Section 4.8 Vice Presidents
Each Vice President shall have such powers and perform such duties as may from time to time be assigned by the President, the Chief Executive Officer, if any, or the Board of Directors.
In the absence of the President or Chief Executive Officer, or in the event of the President's or Chief Executive Officer's inability or refusal to act, the Vice President designated by the Board of Directors, or in the absence of such designation, such Vice President as may be designated by the Board of Directors, shall perform the duties of the President or Chief Executive Officer, and when so acting shall have all the powers of and be subject to all the restrictions upon that office.
Section 4.9 Secretary
The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record, or cause to be recorded, the proceedings of such meetings in one or more books maintained for that purpose.
The Secretary shall give, or cause to be given, notice of all meetings of stockholders and special meetings of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, if any, or the President or Chief Executive Officer.
The Secretary shall have custody of the corporate records and of the seal of the Corporation, if any, and shall have authority to affix the same to any instrument requiring it and, when so affixed, to attest it. The Secretary shall also maintain, or cause to be maintained, the stock ledger and such other books and records of the Corporation as may be required by law or by the Board of Directors, and shall perform such additional duties as may be assigned, including [Insert duties of Secretary].
Section 4.10 Treasurer / Chief Financial Officer
The Treasurer or, if designated by the Board of Directors, the Chief Financial Officer, shall have charge and custody of, and be responsible for, all funds and securities of the Corporation and shall keep, or cause to be kept, full and accurate accounts of receipts and disbursements in books belonging to the Corporation.
The Treasurer or Chief Financial Officer shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors and shall render to the President or Chief Executive Officer and to the Board of Directors, whenever requested, an account of the financial condition of the Corporation.
The Treasurer or Chief Financial Officer shall perform all duties incident to such office and such other duties as may be assigned by the Board of Directors, including [Insert duties of Treasurer / CFO].
Section 4.11 Other Officers and Agents
The Board of Directors may appoint such other officers, assistant officers, and agents as it shall deem necessary or advisable, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these Bylaws or as the Board of Directors may from time to time determine.
The Board of Directors may delegate to any officer the power to appoint subordinate officers or agents and to prescribe their respective duties and compensation, to the extent permitted by applicable law.
Section 4.12 Compensation
The compensation of all officers and agents of the Corporation shall be fixed from time to time by the Board of Directors or by a committee or officer to whom such authority has been delegated by the Board of Directors.
No officer shall be prevented from receiving compensation by reason of the fact that such officer is also a director of the Corporation.
ARTICLE V
STOCK
Section 5.1 Stock Certificates; Uncertificated Shares
The shares of the Corporation shall be [Insert provision — e.g., represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all classes or series of stock shall be uncertificated shares, or wholly uncertificated as determined by the Board of Directors], subject in all cases to applicable law.
To the extent shares are represented by certificates, such certificates shall be in such form as shall be approved by the Board of Directors. Certificates shall be signed by, or in the name of the Corporation by, the Chairman of the Board, the President, the Chief Executive Officer, or a Vice President, and by the Secretary, an Assistant Secretary, the Treasurer, or an Assistant Treasurer, and may bear the corporate seal, if any, or a facsimile thereof. Any or all signatures on a certificate may be facsimiles to the extent permitted by applicable law.
If any certificate is countersigned by a transfer agent or registrar other than the Corporation or its employee, or by a clearing agency or its nominee, then any other signature on the certificate may be a facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate ceases to hold such office before such certificate is issued, such certificate may nevertheless be issued by the Corporation with the same effect as if such person were such officer, transfer agent, or registrar on the date of issue.
The Board of Directors may provide for the issuance of a new certificate or uncertificated shares in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed. When authorizing such issuance of a replacement, the Board of Directors may, in its discretion and as a condition precedent to issuance, require the owner of the lost, stolen, or destroyed certificate, or such owner's legal representative, to give the Corporation a bond or other indemnity sufficient to indemnify the Corporation against any claim that may be made against it on account of the alleged loss, theft, or destruction of the certificate or the issuance of such new certificate or uncertificated shares.
Section 5.2 Transfers of Stock
Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation and shall be made by the holder of record thereof, or by such holder's duly authorized attorney or legal representative, upon surrender for cancellation of certificates for a like number of shares, if such shares are certificated, or upon receipt of proper transfer instructions, if such shares are uncertificated, together with such proof of authority or authenticity as the Corporation or its transfer agent may reasonably require.
The Board of Directors may appoint one or more transfer agents and one or more registrars with respect to the shares of stock of the Corporation [Insert transfer agent reference — e.g., and may require that all certificates for stock bear the signature of such transfer agent and registrar].
The Corporation shall be entitled to impose such additional transfer requirements or restrictions as may be required by applicable law, the Certificate of Incorporation, any stockholders agreement binding on the Corporation or the holder, or any legend or notation validly placed on stock certificates or uncertificated share notices.
Section 5.3 Record Holders
The Corporation shall be entitled to recognize the exclusive right of the person registered on its books as the owner of any share to receive dividends and other distributions, to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of any share. The Corporation shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by applicable law.
Section 5.4 Record Date
The Board of Directors may fix, in advance, a record date for the purpose of determining stockholders entitled to receive payment of any dividend or other distribution, or in order to make a determination of stockholders for any other proper purpose. Any such record date shall be fixed in accordance with applicable law.
For the avoidance of doubt, the provisions of Section 2.7 shall govern the fixing of a record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders or to act by written consent in lieu of a meeting.
ARTICLE VI
INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
Section 6.1 Right to Indemnification
The Corporation shall, to the fullest extent permitted by the General Corporation Law of the State of [Insert state of incorporation], as the same exists or may hereafter be amended, indemnify and hold harmless any person who was or is made or is threatened to be made a party to, or is otherwise involved in, any threatened, pending, or completed action, suit, proceeding, or investigation, whether civil, criminal, administrative, investigative, or otherwise (a "Proceeding"), by reason of the fact that such person, or a person for whom such person is the legal representative, 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, agent, trustee, partner, member, manager, fiduciary, or in any other capacity for or on behalf of another corporation, partnership, joint venture, trust, limited liability company, employee benefit plan, or other enterprise, against all liability and loss suffered and expenses (including attorneys' fees), judgments, fines, excise taxes, penalties, and amounts paid in settlement actually and reasonably incurred by such person in connection with such Proceeding.
The rights provided by this Section shall include the right to be indemnified to the fullest extent permitted by applicable law in effect on the date of adoption of these Bylaws and to such greater extent as applicable law may thereafter permit. No amendment of the General Corporation Law of the State of [Insert state of incorporation] that limits or restricts indemnification rights shall be applied retroactively to reduce the rights provided under this Article with respect to acts or omissions occurring prior to such amendment, except to the extent required by law.
The indemnification provided by this Section shall be a contract right and shall continue as to a person who has ceased to serve in the capacity that initially entitled such person to indemnity hereunder.
[Insert scope of indemnification consistent with governing law].
Section 6.2 Advancement of Expenses
The Corporation shall, to the fullest extent not prohibited by applicable law, pay the expenses (including attorneys' fees) incurred by any person entitled to indemnification under Section 6.1 in defending or otherwise participating in any Proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of a Proceeding shall be made only upon receipt by the Corporation of an undertaking by or on behalf of such person to repay all amounts so advanced if it shall ultimately be determined by final, nonappealable adjudication that such person is not entitled to be indemnified under this Article or otherwise.
Such undertaking shall be accepted without reference to the financial ability of such person to make repayment and may be unsecured to the fullest extent permitted by applicable law.
[Insert advancement provisions and undertaking requirements].
Section 6.3 Claims
If a claim under this Article for indemnification or advancement of expenses is not paid in full by the Corporation within [insert number, e.g., 60] days after a written claim therefor has been received by the Corporation, except in the case of a claim for advancement of expenses, which shall be paid within such shorter period, if any, as may be required by applicable law or agreement, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the 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 claimant shall also be entitled to be paid the expense of prosecuting or defending such suit to the fullest extent permitted by applicable law.
In any suit brought by the claimant to enforce a right to indemnification hereunder, it shall be a defense that the claimant has not met the applicable standard of conduct required by applicable law. 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 only upon a final adjudication that the claimant is not entitled to indemnification with respect to the underlying Proceeding.
Neither the failure of the Corporation, including its Board of Directors, independent legal counsel, or stockholders, to have made a determination prior to the commencement of such suit that indemnification of the claimant is proper in the circumstances, nor an actual determination by the Corporation, including its Board of Directors, independent legal counsel, or stockholders, that the claimant has not met the applicable standard of conduct, shall create a presumption that the claimant has not met the applicable standard of conduct or, in the case of a suit brought by the claimant, be a defense to such suit. In any suit brought by the claimant to enforce a right hereunder, or by the Corporation to recover an advancement of expenses, the burden of proof shall be as provided by applicable law.
Section 6.4 Non-Exclusivity of Rights
The rights conferred on any person by this Article shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, provision of these Bylaws, agreement, vote of stockholders or disinterested directors, or otherwise.
Section 6.5 Insurance
The Corporation may purchase and maintain insurance, at its expense, to protect itself and any current or former director, officer, employee, agent, or other person who is or was serving at the request of the Corporation in any capacity described in Section 6.1 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 applicable law or the provisions of this Article.
[Insert insurance provision].
Section 6.6 Other Indemnification
The Corporation may, to the fullest extent permitted by applicable law, enter into one or more agreements with any person who is or was a director, officer, employee, or agent of the Corporation or who serves or served at the request of the Corporation in any other capacity referred to in Section 6.1, providing for indemnification and advancement of expenses to such person on such terms as the Board of Directors may approve.
The Corporation may also adopt by resolution of the Board of Directors or otherwise such further indemnification and advancement arrangements as may be permitted by applicable law and are not inconsistent with the Certificate of Incorporation.
Section 6.7 Survival
The rights conferred by this Article shall continue as to any person who has ceased to be a director, officer, employee, agent, or other covered person and shall inure to the benefit of such person's heirs, executors, administrators, legal representatives, and estate.
Section 6.8 Amendment or Repeal
Any amendment, repeal, or modification of this Article shall not adversely affect any right or protection of any person existing at the time of such amendment, repeal, or modification with respect to any act or omission occurring prior to such amendment, repeal, or modification.
ARTICLE VII
GENERAL PROVISIONS
Section 7.1 Dividends and Distributions
Subject to applicable law and the provisions of the Certificate of Incorporation, dividends upon the capital stock of the Corporation may be declared by the Board of Directors at any regular or special meeting and may be paid in cash, in property, or in shares of the Corporation's capital stock.
The Board of Directors may set apart out of any funds of the Corporation available for dividends a reserve or reserves for any proper purpose and may abolish any such reserve in the manner in which it was created.
Section 7.2 Fiscal Year
The fiscal year of the Corporation shall end on such date as the Board of Directors shall from time to time determine.
[Insert fiscal year — e.g., if the Board of Directors so determines, the fiscal year of the Corporation shall end on December 31 of each year.]
Section 7.3 Corporate Seal
The Board of Directors may adopt a corporate seal in such form as it shall determine. The seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced, or otherwise placed upon documents as authorized by the Board of Directors or by any officer having authority to execute such documents.
If no corporate seal is adopted, any instrument may nevertheless be executed under seal by affixing or printing the word "(Seal)" adjacent to the signature of the person executing such instrument.
Section 7.4 Execution of Instruments
Except as otherwise provided by applicable law, the Certificate of Incorporation, or these Bylaws, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts, and other obligations and instruments entered into in the ordinary course of business or otherwise may be executed on behalf of the Corporation by the President, the Chief Executive Officer, any Vice President, the Secretary, the Treasurer, or such other officer or agent as may be authorized from time to time by the Board of Directors.
The Board of Directors may authorize any officer or officers, agent or agents, in the name of and on behalf of the Corporation, to enter into or execute and deliver any and all instruments, and such authority may be general or confined to specific instances.
Section 7.5 Books and Records
The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its stockholders, Board of Directors, and committees of the Board of Directors. The Corporation shall also keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its stockholders in a form permitted by applicable law.
Any books, records, minutes, and stock ledger may be kept in written form or in any other form capable of being converted into clearly legible written form within a reasonable time.
Section 7.6 Notices
Whenever notice is required to be given under applicable law, the Certificate of Incorporation, or these Bylaws to any stockholder, director, or officer, such notice may be given in writing by hand delivery, mail, nationally recognized overnight courier, facsimile, electronic mail, or other electronic transmission permitted by applicable law.
Without limiting the foregoing:
(a) notice to stockholders shall be given in the manner permitted by applicable law to the stockholder's address or electronic contact information as it appears on the records of the Corporation;
(b) notice to directors may be given by any means reasonably calculated to provide actual notice, including telephone and electronic transmission; and
(c) notice to officers may be given personally or by transmission to the business or electronic address furnished by such officer to the Corporation.
Whenever any notice is required to be given under applicable law, the Certificate of Incorporation, or these Bylaws, a written waiver thereof, signed by the person entitled to notice, or a waiver by electronic transmission by such person, whether before or after the time stated therein, shall be deemed equivalent to notice to the fullest extent permitted by applicable law.
Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except where such person attends for the express purpose of objecting at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened.
Section 7.7 Voting Securities of Other Entities
Unless otherwise directed by the Board of Directors, the President, the Chief Executive Officer, or any other officer of the Corporation authorized by the Board of Directors shall have full power and authority on behalf of the Corporation to attend, act, and vote at any meeting of security holders of any corporation, limited liability company, partnership, joint venture, or other entity in which the Corporation may hold securities or other interests, and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities or interests that the Corporation might have exercised if present.
The Board of Directors may by resolution confer like powers upon any other person or persons.
Section 7.8 Construction; Definitions
Unless the context otherwise requires, the General Corporation Law of the State of [Insert state of incorporation], as in effect from time to time, shall govern the construction of these Bylaws and all terms used herein that are not otherwise defined shall have the meanings assigned to them by such law.
The captions and headings in these Bylaws are for convenience of reference only and shall not limit or otherwise affect the meaning of any provision hereof.
Section 7.9 Severability
If any provision of these Bylaws or the application of any such provision to any person or circumstance shall be held invalid, illegal, or unenforceable to any extent by a court of competent jurisdiction, the remaining provisions of these Bylaws, and the application of such provision to persons or circumstances other than those as to which it is held invalid, illegal, or unenforceable, shall not be affected thereby and shall continue in full force and effect to the fullest extent permitted by law.
Section 7.10 Forum Selection
Unless the Corporation consents in writing to the selection of an alternative forum, [Insert forum — e.g., the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Corporation; (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, employee, stockholder, or other agent of the Corporation to the Corporation or the Corporation's stockholders; (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware or the Certificate of Incorporation or these Bylaws; or (iv) any action asserting a claim governed by the internal affairs doctrine; provided that, if the Court of Chancery of the State of Delaware does not have subject matter jurisdiction, the sole and exclusive forum shall be another state court located within the State of Delaware or, if no state court located within the State of Delaware has subject matter jurisdiction, the federal district court for the District of Delaware].
Unless the Corporation consents in writing to the selection of an alternative forum, [Insert federal forum provision for Securities Act claims, if applicable — e.g., the federal district courts of the United States shall be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended].
Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section to the fullest extent permitted by applicable law.
ARTICLE VIII
AMENDMENTS
Section 8.1 Amendments
These Bylaws may be altered, amended, or repealed, and new bylaws may be adopted, by the Board of Directors or by the stockholders, in each case to the fullest extent permitted by applicable law and subject to the Certificate of Incorporation.
[Insert amendment provisions and any required approvals — e.g., the sole stockholder or the Board of Directors may amend these Bylaws at any time, and no supermajority vote shall be required unless otherwise specified in the Certificate of Incorporation or applicable law].
Any amendment, repeal, or adoption of new bylaws shall be effective upon adoption unless a later effective time is specified therein.
ADOPTION
These Bylaws were adopted by the Board of Directors of [Insert corporation name] effective as of [insert date and time].
[Insert corporation name]
By: ________
Name: ________
Title: Secretary / Attesting Officer
Date: ________