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Contract analysis / preliminary-ucc-lien-search-summary.docx
preliminary-ucc-lien-search-summary.docx
1041-00002 · 24 clauses
High · 0 Medium · 11 Standard · 0
I. Purpose and Scope of Memorandum
I. Purpose and Scope of Memorandum This memorandum summarizes the results of preliminary Uniform Commercial Code ("UCC"), federal and state tax lien, judgment, and litigation searches conducted in connection with Calderwood & Harkness LLP's representation of Solara Digital Infrastructure LP ("Sponsor") and its wholly owned subsidiary, Solara Digital Acquisition Holdings LLC (the "Borrower" or "Acquisition Sub"), in t
II. Search Subjects Medium
⚑ Assignment / subcontracting
II. Search Subjects A. Meridian Cloud Solutions Inc. The following information was used to conduct searches against the Target: Meridian was incorporated in Delaware on or about July 12, 2016 and has maintained its corporate existence in good standing since that date. The company's principal operations, including its engineering, product, sales, and administrative functions, are located at its headquarters in Austin,
III. Search Jurisdictions and Search Types Medium
⚑ Assignment / subcontracting
III. Search Jurisdictions and Search Types A. Delaware Secretary of State The following searches were conducted with the Delaware Secretary of State against both Meridian Cloud Solutions Inc. and Solara Digital Acquisition Holdings LLC: (i) UCC-11 search (all active UCC-1 financing statements, amendments, assignments, continuations, and terminations); (ii) Federal tax lien search; (iii) State tax lien search (Delawar
IV. Search Results — Meridian Cloud Solutions Inc.
IV. Search Results — Meridian Cloud Solutions Inc. A. UCC Filings — Delaware Secretary of State
1. Active UCC-1 Filing: Equipment Lease Financing. The search of the Delaware Secretary o Medium
⚑ Liability cap to check against exposure
1. Active UCC-1 Filing: Equipment Lease Financing. The search of the Delaware Secretary of State records identified one (1) active UCC-1 financing statement filed against Meridian Cloud Solutions Inc. The details of this filing are set forth below: Analysis and Action Items: This filing covers equipment described as leased under a master lease agreement between Trident Equipment Finance LLC and Meridian. The collater
2. Terminated / Expired Filings. The search also identified one (1) terminated UCC-1 fina Medium
⚑ Notice / time limit to track
2. Terminated / Expired Filings. The search also identified one (1) terminated UCC-1 financing statement previously filed against Meridian Cloud Solutions Inc.: Analysis: This filing has been terminated by the filing of a UCC-3 termination statement dated March 22, 2022. A terminated financing statement is no longer effective under UCC § 9-513, and the former secured party no longer has a perfected security interest
I. Litigation Search — Travis County District Court Medium
⚑ Liability cap to check against exposure
I. Litigation Search — Travis County District Court No active litigation was found against Meridian Cloud Solutions Inc. in the records of the Travis County District Court. The search covered both civil and commercial dockets. J. Litigation Search — U.S. District Court, Western District of Texas (Austin Division) No active litigation was found against Meridian Cloud Solutions Inc. in the records of the U.S. District
V. Search Results — Solara Digital Acquisition Holdings LLC Medium
⚑ Assignment / subcontracting
V. Search Results — Solara Digital Acquisition Holdings LLC A. Delaware Secretary of State — All Search Types Entity Status: As of the date of the search (April 21, 2026), the Certificate of Formation for Solara Digital Acquisition Holdings LLC has not yet been filed with the Delaware Secretary of State. The anticipated Delaware Secretary of State File Number is 7531209, which will be assigned upon acceptance and fil
VI. Summary of Findings and Action Items
VI. Summary of Findings and Action Items A. Summary Table The following table summarizes the results of all searches conducted in connection with this memorandum: Overall, the preliminary search results are clean, with the sole exception of the active Trident Equipment Finance LLC filing against Meridian, which requires further investigation and resolution as described in detail above and in the action items below. B
1. Trident Equipment Finance LLC UCC-1 (Filing No. 2023-4187625) Medium
⚑ Assignment / subcontracting
1. Trident Equipment Finance LLC UCC-1 (Filing No. 2023-4187625) (a) Obtain a complete copy of Master Lease Agreement No. ML-2023-0491 dated September 1, 2023, including all schedules, exhibits, amendments, and supplements thereto, from Meridian management. The request should be directed to Margaret Cho (CFO) and Derek Raines (General Counsel) through Meridian's outside counsel, Whitfield Graham LLP (David Nestor). T
2. Formation of Solara Digital Acquisition Holdings LLC Medium
⚑ Assignment / subcontracting
2. Formation of Solara Digital Acquisition Holdings LLC (a) File the Certificate of Formation with the Delaware Secretary of State. A draft of the Certificate of Formation has been prepared and is under review. The anticipated File Number is 7531209, to be assigned upon filing. Philip Hartmann has approved the form of the Certificate of Formation subject to final confirmation of the registered agent and registered of
3. UCC-1 Filings at Closing
3. UCC-1 Filings at Closing (a) Prepare UCC-1 financing statements for filing with the Delaware Secretary of State at closing, naming: (i) Solara Digital Acquisition Holdings LLC, as Debtor, and Brindoval National Bank, N.A., as Administrative Agent, as Secured Party, covering substantially all assets of the Borrower; and (ii) Meridian Cloud Solutions Inc., as Debtor, and Brindoval National Bank, N.A., as Administrat
4. Subsidiary Searches
4. Subsidiary Searches (a) Once Meridian's material domestic subsidiary list is finalized during due diligence, conduct UCC, tax lien, and judgment searches in each subsidiary's state of organization and any states where such subsidiaries maintain principal offices or significant operations. (b) Follow up with David Nestor at Whitfield Graham LLP to obtain the final organizational chart and subsidiary list. Prelimina
5. Update Searches Prior to Closing
5. Update Searches Prior to Closing (a) Schedule updated UCC, tax lien, judgment, and litigation searches for all search subjects (Meridian Cloud Solutions Inc. and Solara Digital Acquisition Holdings LLC, as well as any material subsidiaries identified during diligence) no earlier than ten (10) business days prior to the Targeted Closing Date of June 30, 2026. Accordingly, the updated searches should be ordered no e
6. IP-Specific Searches Medium
⚑ Notice / time limit to track
6. IP-Specific Searches (a) This memorandum does not cover searches of the United States Patent and Trademark Office ("USPTO") records for security interests, assignments, or encumbrances affecting patents or registered trademarks owned by Meridian, nor does it cover searches of the U.S. Copyright Office records for security interests or assignments affecting registered copyrights. (b) Separate IP lien and assignment
VII. Limitations and Qualifications
VII. Limitations and Qualifications The search results summarized in this memorandum are subject to the following limitations and qualifications:
1. Currency of Results. The searches reflect only records on file with the relevant filin
1. Currency of Results. The searches reflect only records on file with the relevant filing offices as of the dates indicated (April 21–22, 2026). Records filed after those dates, or records that were filed before those dates but had not yet been indexed or entered into the relevant filing office's database system, may not be reflected in the search results. The Delaware Secretary of State and the Travis County Clerk
2. Name-Based Search Limitations. All searches were conducted based on the exact legal na
2. Name-Based Search Limitations. All searches were conducted based on the exact legal names of the search subjects as set forth in Section II of this memorandum. Variations in name, including trade names, assumed names, "doing business as" (d/b/a) names, prior legal names, or common misspellings, were not searched unless specifically noted herein. Under UCC § 9-506(c), a financing statement filed against a debtor un
3. Scope of Searches. This memorandum does not include searches of the United States Pate
3. Scope of Searches. This memorandum does not include searches of the United States Patent and Trademark Office, the U.S. Copyright Office, or any other federal intellectual property registry for security interests, liens, or encumbrances affecting intellectual property assets. Such searches are being conducted separately as part of the IP collateral workstream.
4. Bankruptcy and PACER Searches. This memorandum does not include bankruptcy case search
4. Bankruptcy and PACER Searches. This memorandum does not include bankruptcy case searches through the Public Access to Court Electronic Records ("PACER") system or the records of any U.S. Bankruptcy Court. Bankruptcy searches may be ordered separately if required by Brindoval or its counsel as part of the closing diligence package.
5. No Legal Opinion. No opinion is expressed herein as to the priority, validity, perfect Medium
⚑ Forum / governing law
5. No Legal Opinion. No opinion is expressed herein as to the priority, validity, perfection, or enforceability of any UCC financing statement, lien, or other filing identified in the search results. The characterization of any transaction (e.g., true lease vs. secured financing) and the legal effect of any filing require further analysis based on a review of the underlying documentation and applicable law.
6. Preliminary Nature. As emphasized throughout this memorandum, the results presented ar
6. Preliminary Nature. As emphasized throughout this memorandum, the results presented are preliminary. Updated searches and bring-down searches at or immediately prior to closing are strongly recommended and will be required as closing deliverables under the Term Sheet. Any reliance on these preliminary results should take into account the passage of time between the search dates and the Targeted Closing Date.
7. Third-Party Search Provider. Searches were ordered through and conducted by National C
7. Third-Party Search Provider. Searches were ordered through and conducted by National Corporate Filings, Inc. ("NCF"), a third-party search provider. While NCF is a reputable and experienced provider, Calderwood & Harkness LLP does not independently verify the completeness or accuracy of search results provided by third-party vendors. The original search reports from NCF are attached as exhibits to this memorandum
VIII. Exhibits / Attachments Medium
⚑ Liability cap to check against exposure
VIII. Exhibits / Attachments The following exhibits are attached to this memorandum and incorporated herein by reference: Exhibit A: Copy of UCC-11 search report — Delaware Secretary of State (Meridian Cloud Solutions Inc.), dated April 21, 2026 Exhibit B: Copy of UCC search report — Travis County, Texas (Meridian Cloud Solutions Inc.), dated April 22, 2026 Exhibit C: Copies of federal and state tax lien search repor