DRAFT — Prepared by Calderwood & Harkness LLP for filing with the Delaware Secretary of State Calderwood & Harkness Matter No. 1041-00002
STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
CERTIFICATE OF FORMATION
OF
SOLARA DIGITAL ACQUISITION HOLDINGS LLC
The undersigned authorized person, acting for the purpose of forming a limited liability company pursuant to the Delaware Limited Liability Company Act, Title 6, Chapter 18, of the Delaware Code (6 Del. C. § 18-101 et seq.) (as amended from time to time, the "Act"), hereby certifies as follows:
ARTICLE I
NAME
The name of the limited liability company formed hereby is:
Solara Digital Acquisition Holdings LLC
The name of the limited liability company complies with the requirements of Section 18-102 of the Act in that it contains the words "Limited Liability Company" (or the abbreviation "L.L.C." or "LLC"), specifically through the inclusion of the designation "LLC" at the end of the entity's name. The name distinguishes the limited liability company upon the records of the office of the Secretary of State of the State of Delaware from the name of any other limited liability company, corporation, statutory trust, limited partnership, or registered limited liability partnership reserved, registered, formed, or organized under the laws of the State of Delaware.
ARTICLE II
REGISTERED OFFICE AND REGISTERED AGENT
Section 2.1. The address of the registered office of the limited liability company in the State of Delaware is:
Capitol Registered Agents LLC 1209 North Orange Street, Suite 300 Wilmington, New Castle County, Delaware 19801
Section 2.2. The name of the registered agent of the limited liability company at such address is:
Capitol Registered Agents LLC
Section 2.3. The registered agent is located in New Castle County, Delaware, and maintains a business office at the address set forth in Section 2.1 above that is generally open during regular business hours to accept service of process and to otherwise perform the functions of a registered agent as required by Section 18-104 of the Act.
Section 2.4. The principal business address of the limited liability company (which is distinct from the registered office specified above) is:
1700 Market Street, Suite 2400 Wilmington, Delaware 19801
The foregoing principal business address is provided for informational purposes only and does not constitute, and shall not be construed as, the registered office of the limited liability company in the State of Delaware. Any change to the registered office or registered agent of the limited liability company shall be effected by the filing of a certificate of amendment or other appropriate instrument with the Secretary of State of the State of Delaware in accordance with the Act.
ARTICLE III
PURPOSE
The purpose of the limited liability company is to engage in any lawful act or activity for which a limited liability company may be formed and may engage under the Act and any law of the State of Delaware or of any other jurisdiction in which the limited liability company may conduct business, including, without limitation, to acquire, hold, manage, operate, finance, refinance, encumber, and dispose of real and personal property and interests therein, to enter into and perform contracts and agreements of every kind, to borrow money and issue evidences of indebtedness, to guarantee obligations of others, to grant security interests and liens in assets of the limited liability company, and to carry on any and all activities necessary, appropriate, advisable, incidental, or convenient to any of the foregoing purposes.
Drafting Note (Internal — Not Part of Filed Document): The broad purpose clause set forth above is standard for acquisition vehicle limited liability companies organized in the State of Delaware. This entity, Solara Digital Acquisition Holdings LLC, will serve as (i) the borrower under a $200,000,000 Senior Secured Term Loan Facility to be arranged by Brindoval National Bank, N.A. (the "Facility"), and (ii) the acquisition vehicle for the purchase of 100% of the outstanding equity interests of Meridian Cloud Solutions Inc., a Delaware corporation (the "Target"). No narrow purpose limitation is included at this time. If the Facility credit agreement or the acquisition purchase agreement requires a "special purpose entity" or "bankruptcy remote" limitation, this Certificate of Formation and the related LLC Agreement should be revised accordingly. Counsel should confirm with Richard Fontaine at Alderton Paige LLP (acquisition counsel) and the Brindoval lending team whether any SPE or separateness covenants will require amendment of this purpose clause prior to closing.
ARTICLE IV
AUTHORIZED PERSON
Section 4.1. The name and address of the authorized person executing this Certificate of Formation are as follows:
Name: Viktor Strand Title: Co-Founder & Managing Partner, Solara Digital Infrastructure LP Capacity: Authorized Person of Solara Digital Acquisition Holdings LLC Address: 1700 Market Street, Suite 2400, Wilmington, Delaware 19801
Section 4.2. Viktor Strand is executing this Certificate of Formation in his capacity as the authorized person forming the limited liability company pursuant to Section 18-201 of the Act. The execution and filing of this Certificate of Formation by the authorized person has been duly authorized by all necessary action on the part of the organizers and the initial member(s) of the limited liability company.
Section 4.3. Upon the filing and effectiveness of this Certificate of Formation with the Secretary of State of the State of Delaware, the powers of Viktor Strand as the authorized person shall cease, and the member or members and the manager or managers of the limited liability company, as designated in the Limited Liability Company Agreement of Solara Digital Acquisition Holdings LLC (as may be entered into, amended, restated, supplemented, or otherwise modified from time to time, the "LLC Agreement"), shall thereafter have the authority to manage the business, property, and affairs of the limited liability company in accordance with the Act and the LLC Agreement.
ARTICLE V
EFFECTIVE DATE
This Certificate of Formation shall be effective upon the filing of this Certificate of Formation with the Secretary of State of the State of Delaware in accordance with Section 18-206 of the Act.
Drafting Note (Internal — Not Part of Filed Document): If the parties determine that a delayed effective date and/or time is desired (for example, to coordinate the effectiveness of formation with the execution and delivery of the acquisition purchase agreement, the closing of the Facility, or other transaction milestones), the foregoing provision should be replaced with the following alternative language:
"This Certificate of Formation shall be effective on [●], 2026, at [●:●] [a.m./p.m.] Eastern Time."
Under Section 18-206(b) of the Act, a delayed effective date may not be later than the 90th day after the date of filing. The transaction team should confirm the desired effective date with all parties, including Brindoval National Bank, N.A., Alderton Paige LLP, and the Solara deal team, prior to submission of this Certificate for filing.
IN WITNESS WHEREOF, the undersigned authorized person has duly executed this Certificate of Formation of Solara Digital Acquisition Holdings LLC as of the __ day of ______, 2026.
AUTHORIZED PERSON:
By: ________
Name: Viktor Strand
Title: Authorized Person
Capacity: Co-Founder & Managing Partner, Solara Digital Infrastructure LP
FILING INSTRUCTIONS
CALDERWOOD & HARKNESS LLP — INTERNAL ANNOTATION
NOT PART OF FILED DOCUMENT
CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGED Calderwood & Harkness Matter No. 1041-00002
The following filing instructions and internal annotations are prepared for the sole use of the Calderwood & Harkness LLP transaction team in connection with the formation of Solara Digital Acquisition Holdings LLC and are not intended to be, and shall not be, included as part of the Certificate of Formation filed with the Delaware Secretary of State. These notes are privileged and confidential and are subject to the attorney-client privilege and the work product doctrine.
I. Filing Details
Filing Office:
Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
Filing Fee: $90.00 (standard filing fee for a Certificate of Formation of a limited liability company under the Act, as set forth in 6 Del. C. § 18-1105).
Expedited Processing: Twenty-four (24) hour expedited processing service is recommended given the transaction timeline and the need to complete formation prior to the execution and delivery of the definitive acquisition purchase agreement for the Meridian acquisition and the closing of the Facility. The additional fee for 24-hour expedited service is approximately $50.00. If same-day or one-hour expedited processing becomes necessary based on the transaction timeline, the filing team should be prepared to authorize the applicable premium fees (up to $1,000 for one-hour processing, or $500 for two-hour processing, as posted by the Division of Corporations). Coordinate with the deal team on timing sensitivity.
Anticipated File Number: 7531209 (to be confirmed upon acceptance and processing by the Secretary of State; this number is preliminary and has been estimated based on recent sequential assignments observed in the Division of Corporations records).
II. Tax Identification
Employer Identification Number (EIN): 93-4718206
IRS Form SS-4 (Application for Employer Identification Number) has been prepared and filed with the Internal Revenue Service. Assignment of the EIN is pending and is expected to be confirmed within three to five business days of submission. Marcus Leung to follow up with the IRS and confirm receipt and assignment. The confirmed EIN is required for, among other things, the execution of the LLC Agreement, the opening of bank accounts for the entity, and the closing deliverables under the Facility.
III. Post-Filing Deliverables
Upon the filing and acceptance of the Certificate of Formation by the Secretary of State, the following actions are to be taken promptly:
1. Certified Copy. Order a certified copy of the filed Certificate of Formation from the Division of Corporations. This certified copy will be required as a closing deliverable under the Facility and under the acquisition purchase agreement.
2. Certificate of Good Standing. Order a certificate of good standing (also referred to as a certificate of status or certificate of existence) for Solara Digital Acquisition Holdings LLC from the Delaware Secretary of State. The certificate of good standing must be dated no earlier than five (5) business days prior to the closing date of the Facility and the Meridian acquisition, as specified in the credit agreement and the purchase agreement. If closing is delayed, a bring-down good standing certificate may need to be obtained.
3. UCC Searches. Conduct a UCC search against Solara Digital Acquisition Holdings LLC with the Delaware Secretary of State to confirm that no prior liens or financing statement filings exist against the newly formed entity prior to the UCC filings required under the Facility collateral package.
IV. Entity Structure and Ownership
Solara Digital Acquisition Holdings LLC will be wholly owned, directly or indirectly, by Solara Digital Infrastructure Fund IV LP ("Fund IV"), a Delaware limited partnership with approximately $1,650,000,000 in committed capital. The general partner of Fund IV is Solara Digital GP LLC, a Delaware limited liability company. The precise ownership structure (i.e., whether Fund IV will hold its interest in the entity directly or through one or more intermediate holding entities) is subject to final determination by the deal team in consultation with tax counsel. The organizational chart and equity capitalization are being finalized in parallel by the Calderwood & Harkness tax group (contact: Sarah Kwan, Tax Partner) and should be circulated to the transaction team prior to the execution of the LLC Agreement.
V. Collateral Filings
UCC-1 financing statement filings against Solara Digital Acquisition Holdings LLC, as debtor, are to be made with the Delaware Secretary of State in connection with the collateral security package required under the $200,000,000 Senior Secured Term Loan Facility arranged by Brindoval National Bank, N.A. The UCC-1 financing statements, including all applicable schedules and exhibits describing the collateral, are being prepared by the Brindoval lending counsel team. Calderwood & Harkness will coordinate with Brindoval's outside counsel to ensure timely filing and perfection of security interests.
VI. Coordination with Acquisition Counsel
The formation of Solara Digital Acquisition Holdings LLC must be coordinated with Alderton Paige LLP (Richard Fontaine, Partner, Acquisition Counsel) regarding the timing of the entity's formation relative to the negotiation, execution, and delivery of the definitive purchase agreement for the acquisition of 100% of the outstanding equity of Meridian Cloud Solutions Inc., a Delaware corporation (the "Target"). The deal team has indicated a target signing date in mid-April 2026, with closing to follow approximately sixty (60) days thereafter, subject to regulatory approvals and customary closing conditions. The entity must be formed and in good standing prior to signing, as it will be named as the "Buyer" under the purchase agreement.
VII. LLC Agreement
The Limited Liability Company Agreement of Solara Digital Acquisition Holdings LLC (the "LLC Agreement") is to be prepared separately by Calderwood & Harkness and will be executed and delivered by the member(s) of the entity concurrently with, or promptly following, the filing and effectiveness of this Certificate of Formation. The LLC Agreement will designate Solara Digital GP LLC (or its designee) as the Manager of Solara Digital Acquisition Holdings LLC, and will contain customary provisions regarding governance, capital contributions, distributions, transfer restrictions, indemnification, and dissolution, as well as any special purpose entity or separateness covenants required under the Facility credit agreement. A draft of the LLC Agreement is currently being circulated for internal review and is expected to be delivered to the client for comment during the week of March 24, 2026.
VIII. Responsible Attorneys
End of Filing Instructions. This page and all preceding internal annotations are to be removed prior to execution and filing of the Certificate of Formation with the Delaware Secretary of State.
| Role | Name | Firm | Contact |
| Working Associate (Formation) | Marcus Leung | Calderwood & Harkness LLP | m.leung@calderwoodharkness.com |
| Lead Associate (Formation) | Lisa Morrow | Calderwood & Harkness LLP | l.morrow@calderwoodharkness.com |
| Supervising Partner (Formation & Finance) | David Chen | Calderwood & Harkness LLP | d.chen@calderwoodharkness.com |
| Acquisition Counsel (Lead) | Richard Fontaine | Alderton Paige LLP | rfontaine@aldertonpaige.com |
| Tax Counsel | Sarah Kwan | Calderwood & Harkness LLP | s.kwan@calderwoodharkness.com |
| Client Contact | Viktor Strand | Solara Digital Infrastructure LP | vstrand@solaradigital.com |