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Contract analysis / client-id-aml-memo.docx
client-id-aml-memo.docx
1041-00004 · 18 clauses
High · 1 Medium · 4 Standard · 1
1. Purpose and Scope Medium
⚑ Assignment / subcontracting
1. Purpose and Scope 1.1 Purpose This memorandum documents the client identification, beneficial ownership determination, and anti-money laundering / know-your-client ("AML/KYC") review performed in connection with the engagement of Calderwood & Harkness LLP (the "Firm") by Solara Digital Infrastructure LP ("Solara" or the "Client") in the matter of the proposed acquisition (the "Transaction") of all of the outstandi
2. Client Entity Identification
2. Client Entity Identification The following sections set forth the identifying information obtained and verified with respect to each of the entities that comprise the client group for purposes of this engagement. 2.1 Solara Digital Infrastructure LP (Engaging Client) Solara Digital Infrastructure LP is the engaging client for purposes of this matter. The entity was organized as a Delaware limited partnership in 20
3. Beneficial Ownership Identification
3. Beneficial Ownership Identification 3.1 Methodology The beneficial ownership determination set forth in this Section 3 was conducted in accordance with the Calderwood & Harkness LLP Internal AML/KYC Policy (current edition, effective January 1, 2025) (the "Policy"). The Policy requires identification and verification of the identity of all individuals who, directly or indirectly: (a) own twenty-five percent (25%)
4. OFAC / Sanctions Screening
4. OFAC / Sanctions Screening 4.1 Scope of Screening OFAC and sanctions screening was conducted in accordance with the Firm's AML/KYC Policy using the Firm's standard commercial compliance screening platform (Quillon Software, Refinitiv/Tarrant Industries). All client entities and identified beneficial owners and key principals were screened against the following U.S. and international sanctions and watchlists: (a) U
1. Solara Digital Infrastructure LP
1. Solara Digital Infrastructure LP
2. Solara Digital Infrastructure GP LLC
2. Solara Digital Infrastructure GP LLC
5. Claire Nakamura
5. Claire Nakamura Screening was conducted using full legal names, known aliases and short names, registered addresses, and, for individuals, dates of birth where available, in order to ensure comprehensive coverage and to minimize the risk of false negatives. 4.3 Results No matches were identified. All screened entities and individuals returned clear results across all databases listed in Section 4.1 as of February
5. Politically Exposed Persons (PEP) Screening Medium
⚑ Liability cap to check against exposure
5. Politically Exposed Persons (PEP) Screening 5.1 Scope Politically Exposed Person screening was conducted using the Firm's standard commercial compliance screening platform (Quillon Software, Refinitiv/Tarrant Industries) against international PEP definitions. For purposes of this review, a "Politically Exposed Person" includes any individual who is or has been entrusted with a prominent public function, including
2. Claire Nakamura
2. Claire Nakamura 5.3 Results No PEP status was identified. Neither Viktor Sorensen nor Claire Nakamura is identified as a current or former politically exposed person, a family member of a PEP, or a close associate of a PEP based on the results of the screening conducted on February 10, 2026. Printouts of the PEP screening results have been retained in the client file as Appendix C. Based on these results, no enhan
6. Adverse Media and Reputational Screening High
⚑ Penalty / liquidated damages
6. Adverse Media and Reputational Screening 6.1 Scope Adverse media and reputational screening was conducted using the Firm's standard commercial compliance screening platform (Quillon Software, Refinitiv/Tarrant Industries), supplemented by open-source research conducted through Sundial Solutions, Westmark Data Systems, PACER, and targeted internet searches. The screening covered the following categories of adverse
1. Solara Digital Infrastructure LP
1. Solara Digital Infrastructure LP
2. Solara Digital Infrastructure GP LLC
2. Solara Digital Infrastructure GP LLC
5. Claire Nakamura Medium
⚑ Liability cap to check against exposure
5. Claire Nakamura 6.3 Results No adverse findings were identified. No material negative press, regulatory enforcement actions, criminal proceedings, civil litigation involving allegations of fraud or misconduct, bankruptcy filings, or other reputational concerns were identified in connection with any of the screened entities or individuals as of February 10, 2026. A summary of the adverse media search results has be
7. Source of Funds Standard
⚑ Commercial term
7. Source of Funds 7.1 Transaction Funding The proposed acquisition of Meridian FleetWorks, Inc. has an aggregate purchase price of Three Hundred Fifty Million Dollars ($350,000,000) (the "Purchase Price"). The funding structure for the Transaction is summarized as follows: The commitment letter for the debt financing was executed on February 14, 2026, reference CL-INB-2026-0214, by Ironclad National Bank, N.A. (as a
8. Transaction Counterparties Screening (Non-Client Parties)
8. Transaction Counterparties Screening (Non-Client Parties) 8.1 Overview Although the following entities and individuals are not clients of the Firm, the Firm's AML/KYC Policy and risk management procedures require that principal counterparties to a transaction in which the Firm is engaged be screened against OFAC and sanctions lists to the extent reasonably practicable. This screening is conducted to mitigate the r
9. Conflict of Interest Cross-Reference
9. Conflict of Interest Cross-Reference Reference is made to the New-Matter Memorandum and Conflict Check Clearance Memo dated February 9, 2026 (Matter No. 1041-00004), prepared by the Firm's Conflicts Department and reviewed by the undersigned, which confirmed that no conflicts of interest exist with respect to the Firm's representation of Solara Digital Infrastructure LP in connection with the Transaction. The conf
10. Risk Classification
10. Risk Classification 10.1 Overall AML/KYC Risk Rating Based on the totality of the review documented in this memorandum, the overall AML/KYC risk rating assigned to this engagement is: LOW 10.2 Rationale The LOW risk classification is based on the following factors, evaluated in accordance with the risk assessment criteria set forth in the Firm's AML/KYC Policy: (a) Client Profile: The Client is a well-established
11. Conclusion and Sign-Off Medium
⚑ Confidentiality undertaking
11. Conclusion and Sign-Off Based on the comprehensive review documented in this memorandum, the client identification, beneficial ownership determination, OFAC/sanctions screening, PEP screening, adverse media review, source of funds assessment, and transaction counterparty screening for Solara Digital Infrastructure LP, Solara Digital Infrastructure GP LLC, and Solara Fund III, LP have been completed satisfactorily