ARRAY DIGITAL INFRASTRUCTURE, INC.
For the period ended Oct 9, 2025. Filed Aug 26, 2025.
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Oct 9, 2025 · Filed Aug 26, 2025
Contents
APPENDIX A
Proposed Revisions to the Company’s Certificate of Incorporation
ARTICLE III
The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware; provided, however, that, so long as not less than 500,000 Series A Common Shares are outstanding, the corporation, without the written consent of TDS, shall not, directly or indirectly (through a Subsidiary of the corporation or any other person or otherwise) for its own account or that of another, own, invest or otherwise have an interest in, lease, operate or manage any business other than abusiness engaged solely in the construction of, the ownership of interests in and/or the management of cellular telephone systems wireless communication tower business, including owning property customarily used in, and engaging in activities customarily engaged in by, such a business.
ARTICLE VII
No opportunity, transaction, agreement or other arrangement to which TDS, or any other person in which TDS has or acquires a financial interest, is or shall become a party, shall be the property or a corporate opportunity of the corporation or its Subsidiaries, unless (a) not less than 500,000 Series A Common Shares are outstanding, and (b) such opportunity, transaction, agreement or other arrangement(i)relates solely tothe construction of, the ownership of interests in and/or the management ofa wireless communication tower business, including owning property customarily used in, and engaging in activities customarily engaged in by, such a business, cellular telephone systems, provided that such opportunity, transaction, agreement or other arrangement and (ii) arose after August 1, 2025 did not arise in any way as a result of the rights of TDS or such other person to construct, own interests in and/or manage cellular telephone systems in areas designated as Rural Service Areas by the Federal Communications Commission, or as a result of exchanging some or all of such rights. The existence or presence of the condition set forth in clause (b) in the immediately preceding sentence shall not be deemed to entitle the corporation conclusively to the benefit of such opportunity, transaction, agreement or other arrangement.
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