1041-00002 · Solara Digital Infrastructure LP · Closing Deliverables

draft-secretarys-certificate-borrower.docx DOCUMENT M&A / Corporate

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

SECRETARY'S CERTIFICATE OF AUTHORIZED PERSON

SOLARA DIGITAL ACQUISITION HOLDINGS LLC

Delivered in connection with the $200,000,000 Senior Secured Term Loan Facility

[●], 2026

Credit Agreement, dated as of [●], 2026 (the "Credit Agreement"), among Solara Digital Acquisition Holdings LLC, a Delaware limited liability company (the "Borrower"), the Guarantors party thereto, the Lenders party thereto, and Brindoval National Bank, N.A., as Administrative Agent

RECITALS AND INTRODUCTORY CERTIFICATE

The undersigned, Viktor Strand, in his capacity as a duly appointed Authorized Person of Solara Digital Acquisition Holdings LLC, a Delaware limited liability company (the "Borrower" or "Acquisition Sub"), having its Employer Identification Number (EIN) 93-4718206 and Delaware Secretary of State File Number 7531209, formed under the laws of the State of Delaware, hereby certifies, on behalf of the Borrower and not in any individual capacity, as follows:

This Secretary's Certificate of Authorized Person (this "Certificate") is being delivered pursuant to Section [●] (Conditions Precedent to Initial Extension of Credit) of that certain Credit Agreement, dated as of [●], 2026 (as it may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Guarantors party thereto from time to time, the Lenders party thereto from time to time (collectively, the "Lenders"), and Brindoval National Bank, N.A., a national banking association, in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the "Administrative Agent"), with its principal office located at 383 Madison Avenue, 14th Floor, New York, New York 10179, and the related term sheet dated April 18, 2026, executed by and among the Borrower and the Administrative Agent in its additional capacity as Lead Arranger and Sole Bookrunner for the Term Loan Facility (as defined below).

The Credit Agreement provides for a $200,000,000 Senior Secured Term Loan Facility (the "Term Loan Facility") in favor of the Borrower, the proceeds of which, together with equity contributions from the Borrower's sole member, shall be used to finance, in part, the acquisition (the "Acquisition") of 100% of the outstanding equity interests of Meridian Cloud Solutions Inc., a Delaware corporation ("Meridian" or the "Target"), and to pay fees, costs, and expenses incurred in connection therewith.

Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The undersigned is authorized to deliver this Certificate on behalf of the Borrower and has personal knowledge of the matters set forth herein. The undersigned further acknowledges that the Administrative Agent and the Lenders are relying on the accuracy and completeness of the certifications, representations, and statements contained in this Certificate in connection with the closing of the Term Loan Facility and the initial extension of credit thereunder.

SECTION 1: CERTIFICATION OF ORGANIZATIONAL DOCUMENTS

Section 1(a): Certificate of Formation

The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation (the "Certificate of Formation") of Solara Digital Acquisition Holdings LLC, as filed with the Secretary of State of the State of Delaware on [●], 2026, and assigned Delaware Secretary of State File Number 7531209. A certified copy of the Certificate of Formation, as obtained from the office of the Secretary of State of the State of Delaware, is also attached hereto as part of Exhibit A.

The undersigned further certifies that the Certificate of Formation has not been amended, restated, supplemented, or otherwise modified in any respect since its original date of filing with the Secretary of State of the State of Delaware, and that the Certificate of Formation remains in full force and effect as of the date hereof. No certificate of cancellation, certificate of merger, certificate of conversion, certificate of transfer, certificate of revival, or any other certificate or instrument has been filed with the Secretary of State of the State of Delaware with respect to the Borrower since the date of the filing of the Certificate of Formation. The Certificate of Formation, as attached hereto as Exhibit A, constitutes the only certificate of formation or comparable organizational document of the Borrower on file with the Secretary of State of the State of Delaware as of the date of this Certificate.

Section 1(b): Limited Liability Company Agreement

The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Limited Liability Company Agreement of Solara Digital Acquisition Holdings LLC, dated as of [●], 2026 (the "LLC Agreement").

The LLC Agreement identifies Solara Digital Infrastructure Fund IV LP, a Delaware limited partnership ("Fund IV"), as the sole member of the Borrower. Fund IV has aggregate committed capital of approximately $1,650,000,000, of which approximately $740,000,000 had been deployed as of March 2026. The general partner of Fund IV is Solara Digital GP LLC, a Delaware limited liability company, which has the authority to manage the affairs and business of Fund IV in accordance with Fund IV's limited partnership agreement.

The undersigned further certifies that the LLC Agreement has not been amended, restated, supplemented, or otherwise modified in any respect since its execution and delivery, and that the LLC Agreement remains in full force and effect as of the date hereof. No other limited liability company agreement, operating agreement, or comparable governance document of the Borrower exists or has been adopted, and the LLC Agreement, as attached hereto as Exhibit B, constitutes the sole limited liability company agreement of the Borrower in effect as of the date of this Certificate.

SECTION 2: CERTIFICATION OF RESOLUTIONS

The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the sole member of the Borrower, acting by written consent in lieu of a meeting in accordance with the LLC Agreement and the Delaware Limited Liability Company Act, dated as of [●], 2026.

The undersigned further certifies that the Resolutions authorize the following actions on behalf of the Borrower:

(i) The execution, delivery, and performance by the Borrower of the Credit Agreement and each of the other Loan Documents to which the Borrower is or will be a party, including, without limitation, the following:

(A) the Credit Agreement, governing the $200,000,000 Senior Secured Term Loan Facility;

(B) the Guarantee and Collateral Agreement, pursuant to which the Borrower shall pledge substantially all of its assets as collateral for the Obligations (as defined in the Credit Agreement);

(C) the Pledge Agreement, pursuant to which the Borrower shall pledge (1) 100% of the equity interests in Meridian Cloud Solutions Inc., (2) 100% of the equity interests in each domestic subsidiary of the Borrower and Meridian, and (3) 65% of the voting equity interests (and 100% of the non-voting equity interests) in each first-tier foreign subsidiary of the Borrower and Meridian;

(D) the IP Security Agreement, covering all intellectual property assets of the Borrower and its subsidiaries, including patents, trademarks, copyrights, and trade secrets;

(E) deposit account control agreements with respect to deposit accounts maintained by the Borrower and its domestic subsidiaries;

(F) UCC-1 financing statements to be filed with the Secretary of State of the State of Delaware and such other jurisdictions as may be necessary or desirable to perfect the security interests granted under the Loan Documents; and

(G) any and all ancillary documents, certificates, agreements, instruments, and notices contemplated by or delivered in connection with the Credit Agreement and the other Loan Documents.

(ii) The borrowing of up to $200,000,000 in aggregate principal amount under the Term Loan Facility, bearing interest at a rate per annum equal to Adjusted Term SOFR plus 475 basis points (with a Term SOFR floor of 1.00% per annum and a credit spread adjustment of 10 basis points), with an original issue discount ("OID") of 2.00% (equal to $4,000,000), resulting in net cash proceeds to the Borrower of $196,000,000.

(iii) The granting of first-priority perfected security interests (subject to Permitted Liens as defined in the Credit Agreement) in substantially all assets of the Borrower, whether now owned or hereafter acquired, as collateral for the Obligations of the Borrower and the other Loan Parties under the Credit Agreement and the other Loan Documents.

(iv) The acquisition of 100% of the outstanding equity interests of Meridian Cloud Solutions Inc. (Delaware Secretary of State File Number 6038472; EIN 82-1647530), for an aggregate enterprise value of $315,000,000, on such terms and conditions as the Authorized Persons of the Borrower shall determine to be necessary, proper, or advisable in connection therewith.

(v) The payment of transaction fees and expenses estimated at $12,000,000 in the aggregate, including, without limitation:

(A) an arrangement fee of 1.50% of the aggregate commitments under the Term Loan Facility (equal to $3,000,000), payable to Brindoval National Bank, N.A., in its capacity as Lead Arranger and Sole Bookrunner;

(B) a structuring fee of $500,000, payable to Brindoval National Bank, N.A., in its capacity as Administrative Agent;

(D) such other fees, costs, and expenses (including legal fees of counsel to the Borrower and counsel to the Administrative Agent) as shall be incurred in connection with the negotiation, documentation, and consummation of the transactions contemplated by the Credit Agreement and the other Loan Documents.

(vi) The designation of specific individuals as authorized signatories of the Borrower, with full power and authority to execute and deliver, on behalf of the Borrower, all Loan Documents and related certificates, notices, instruments, agreements, opinions, and other documents required or contemplated in connection with the Credit Agreement and the transactions contemplated thereby, as more fully set forth in the Resolutions and in Section 3 of this Certificate.

The undersigned further certifies that the Resolutions have not been rescinded, revoked, amended, supplemented, or otherwise modified in any respect since their adoption and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the sole member, any manager, or any Authorized Person of the Borrower that would conflict with, limit, restrict, or supersede the authority granted by the Resolutions.

SECTION 3: INCUMBENCY AND SPECIMEN SIGNATURES

The undersigned hereby certifies that each of the following persons is a duly appointed Authorized Person of the Borrower, holds the office or title set forth opposite his or her name below, has been duly authorized pursuant to the LLC Agreement and the Resolutions to execute and deliver, on behalf of the Borrower, the Credit Agreement and each of the other Loan Documents to which the Borrower is or will be a party, together with any and all certificates, documents, instruments, notices, and agreements to be delivered in connection therewith, and that the signature set forth opposite his or her name is such person's true and genuine signature:

Viktor Strand and Nadia Okafor each serve as Co-Founder and Managing Partner of Solara Digital Infrastructure LP, a Delaware limited partnership, with its principal office located at 1700 Market Street, Suite 2400, Wilmington, Delaware 19801 (EIN 84-3291057). Solara Digital Infrastructure LP serves as the sponsor of the Borrower and, through Fund IV, is the indirect parent of the Borrower.

Derek Raines serves as Chief Financial Officer of Solara Digital Infrastructure LP and, in such capacity, has oversight of the financial operations of the Borrower and its direct and indirect subsidiaries.

The undersigned further certifies that each of the above-named individuals is authorized to act singly on behalf of the Borrower in connection with the execution and delivery of the Credit Agreement, each other Loan Document, and any and all related documents, instruments, certificates, and notices, and that the signature of any one such individual shall be sufficient to bind the Borrower with respect to any such document. No co-signature, countersignature, or additional authorization is required for any Authorized Person identified above to act on behalf of the Borrower, except to the extent expressly required by the terms of the Credit Agreement or any other Loan Document.

SECTION 4: GOOD STANDING AND EXISTENCE

The undersigned hereby certifies that the Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Borrower was formed pursuant to the filing of its Certificate of Formation with the Secretary of State of the State of Delaware, as referenced in Section 1(a) above, and has not been dissolved, revoked, suspended, or otherwise terminated.

Attached hereto as Exhibit D is a certificate of good standing (or certificate of status, as applicable) for the Borrower issued by the Secretary of State of the State of Delaware, dated no earlier than [five (5) business days] prior to the closing date of the Term Loan Facility. The undersigned certifies that, to the best of his knowledge, no event has occurred since the date of issuance of such certificate of good standing that would cause the Borrower to cease to be in good standing under the laws of the State of Delaware.

The undersigned further certifies that the Borrower is duly qualified or registered to do business and is in good standing (to the extent that the concept of good standing is applicable) in each other jurisdiction where the ownership, leasing, or operation of its properties or assets, or the conduct of its business, requires such qualification or registration, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement).

SECTION 5: NO CONFLICT; NO DEFAULT

The undersigned hereby certifies that the execution, delivery, and performance by the Borrower of each Loan Document to which it is or will be a party, and the consummation of the transactions contemplated thereby, including, without limitation, the borrowing of up to $200,000,000 under the Term Loan Facility and the granting of security interests in substantially all assets of the Borrower:

(a) has been duly authorized by all necessary limited liability company action on the part of the Borrower, including the adoption of the Resolutions by the sole member of the Borrower, and no further limited liability company action, approval, consent, or authorization on the part of the Borrower, its sole member, any manager, or any other person is required in connection therewith;

(b) does not and will not (i) conflict with, contravene, or result in a breach or violation of the Certificate of Formation or the LLC Agreement of the Borrower, (ii) conflict with, contravene, or result in a breach or violation of any applicable law, statute, rule, regulation, order, judgment, injunction, decree, or other legal requirement of any governmental authority applicable to the Borrower or any of its properties or assets, or (iii) conflict with, contravene, or result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or any obligation to make any payment under, any material agreement, contract, indenture, mortgage, deed of trust, license, lease, or other instrument to which the Borrower is a party or by which it or any of its properties or assets may be bound or affected; and

(c) does not and will not require any consent, approval, license, permit, order, or authorization of, or any filing, registration, qualification, or notice with, any governmental authority, regulatory body, or other person, except for (i) filings of UCC-1 financing statements to be made with the Secretary of State of the State of Delaware and in such other jurisdictions as may be necessary to perfect the security interests created under the Loan Documents, (ii) filings and recordings with respect to intellectual property security interests to be made with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and (iii) such other filings, registrations, consents, and approvals as are specifically contemplated by the Loan Documents, each of which will be made or obtained on or prior to the closing date or within the time periods specified in the Credit Agreement.

As of the date hereof, no Default or Event of Default (each as defined in the Credit Agreement) has occurred and is continuing or would result from the execution and delivery of the Credit Agreement and the other Loan Documents or the consummation of the transactions contemplated thereby.

SECTION 6: NO PROCEEDINGS

The undersigned hereby certifies that, as of the date hereof, there are no actions, suits, claims, investigations, arbitrations, or proceedings of any kind pending or, to the knowledge of the undersigned after due inquiry, threatened against or affecting the Borrower, before or by any court, arbitrator, mediator, governmental authority, regulatory body, or other tribunal, that (a) challenge or seek to restrain, enjoin, or otherwise prevent the consummation of the transactions contemplated by the Credit Agreement and the other Loan Documents, or (b) individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Borrower's ability to perform its obligations under the Credit Agreement or any other Loan Document to which it is a party.

The undersigned further certifies that no order, writ, injunction, judgment, or decree of any court, arbitrator, or governmental authority has been entered against the Borrower that would prohibit, restrain, or otherwise impair the consummation of the transactions contemplated by the Credit Agreement and the other Loan Documents, or that would reasonably be expected to have a Material Adverse Effect.

SECTION 7: ADDITIONAL CERTIFICATIONS

The undersigned further certifies and acknowledges each of the following:

(a) Governing Law. The Credit Agreement and each of the other Loan Documents are governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).

(b) Submission to Jurisdiction. The Borrower has irrevocably submitted to the exclusive jurisdiction of the federal courts of the United States of America sitting in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan, City of New York, in each case for the purpose of any action, suit, or proceeding arising out of or relating to the Credit Agreement or any other Loan Document, and has irrevocably waived, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

(c) Maturity Date. The maturity date of the Term Loan Facility is June 30, 2033, which is seven (7) years from the targeted closing date of June 30, 2026, subject to the terms and conditions set forth in the Credit Agreement.

(d) Amortization. Quarterly amortization payments in the amount of $500,000 (representing 1.0% of the $200,000,000 original principal amount of the Term Loan Facility per annum, divided into four equal quarterly installments) shall commence on the first quarterly payment date following the closing date and shall continue on each subsequent quarterly payment date thereafter through the maturity date, with the remaining outstanding principal balance of the Term Loan Facility due and payable on the maturity date, all in accordance with the amortization schedule set forth in the Credit Agreement.

EXHIBIT LIST

The following exhibits are attached hereto and incorporated herein by reference:

Exhibit A — Certificate of Formation of Solara Digital Acquisition Holdings LLC (as filed with the Secretary of State of the State of Delaware, File No. 7531209), together with the certified copy obtained from the office of the Secretary of State of the State of Delaware

Exhibit B — Limited Liability Company Agreement of Solara Digital Acquisition Holdings LLC, dated as of [●], 2026

Exhibit C — Resolutions of the Sole Member of Solara Digital Acquisition Holdings LLC (Written Consent in Lieu of Meeting), dated as of [●], 2026

Exhibit D — Certificate of Good Standing (Certificate of Status) for Solara Digital Acquisition Holdings LLC, issued by the Secretary of State of the State of Delaware, dated no earlier than [five (5) business days] prior to the closing date

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate of Authorized Person as of the date first written above, on behalf of the Borrower and not in any individual capacity.

SOLARA DIGITAL ACQUISITION HOLDINGS LLC

By: ________

Name: Viktor Strand

Title: Authorized Person

Date: [●], 2026

COUNTER-CERTIFICATION AND CONFIRMATION

I, Nadia Okafor, an Authorized Person of Solara Digital Acquisition Holdings LLC, hereby confirm that Viktor Strand is a duly appointed Authorized Person of the Borrower, that his appointment has not been revoked or modified, and that the signature set forth above is his true and genuine signature. I further confirm that I have reviewed this Certificate and, to the best of my knowledge after due inquiry, the certifications, representations, and statements contained herein are true, correct, and complete in all material respects as of the date hereof.

By: ________

Name: Nadia Okafor

Title: Authorized Person

Date: [●], 2026

DOCUMENT METADATA — FOR INTERNAL USE ONLY

Drafted by: Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, New York 10006

Matter No.: 1041-00002 Client No.: CL-081273

Prepared by: Marcus Leung (Working Associate) and Lisa Morrow (Lead Associate) Reviewed by: Philip Hartmann (Responsible Partner)

Status: DRAFT — For use at facility closing

Note: Bracketed items (indicated by "[●]") are to be completed at or prior to closing. All exhibits referenced herein are to be finalized and attached prior to execution. This Certificate should be reviewed against the final, execution version of the Credit Agreement to confirm cross-references, defined terms, and substantive accuracy.

Name	Title	Specimen Signature
Viktor Strand	Authorized Person / Co-Founder & Managing Partner, Solara Digital Infrastructure LP	_____
Nadia Okafor	Authorized Person / Co-Founder & Managing Partner, Solara Digital Infrastructure LP	_____
Derek Raines	Authorized Person / Chief Financial Officer, Solara Digital Infrastructure LP	_____

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
SECRETARY'S CERTIFICATE OF AUTHORIZED PERSON
SOLARA DIGITAL ACQUISITION HOLDINGS LLC
Delivered in connection with the $200,000,000 Senior Secured Term Loan Facility
[●], 2026
Credit Agreement, dated as of [●], 2026 (the "Credit Agreement"), among Solara Digital Acquisition Holdings LLC, a Delaware limited liability company (the "Borrower"), the Guarantors party thereto, the Lenders party thereto, and Brindoval National Bank, N.A., as Administrative Agent
RECITALS AND INTRODUCTORY CERTIFICATE
The undersigned, Viktor Strand, in his capacity as a duly appointed Authorized Person of Solara Digital Acquisition Holdings LLC, a Delaware limited liability company (the "Borrower" or "Acquisition Sub"), having its Employer Identification Number (EIN) 93-4718206 and Delaware Secretary of State File Number 7531209, formed under the laws of the State of Delaware, hereby certifies, on behalf of the Borrower and not in any individual capacity, as follows:
This Secretary's Certificate of Authorized Person (this "Certificate") is being delivered pursuant to Section [●] (Conditions Precedent to Initial Extension of Credit) of that certain Credit Agreement, dated as of [●], 2026 (as it may be amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Guarantors party thereto from time to time, the Lenders party thereto from time to time (collectively, the "Lenders"), and Brindoval National Bank, N.A., a national banking association, in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the "Administrative Agent"), with its principal office located at 383 Madison Avenue, 14th Floor, New York, New York 10179, and the related term sheet dated April 18, 2026, executed by and among the Borrower and the Administrative Agent in its additional capacity as Lead Arranger and Sole Bookrunner for the Term Loan Facility (as defined below).
The Credit Agreement provides for a $200,000,000 Senior Secured Term Loan Facility (the "Term Loan Facility") in favor of the Borrower, the proceeds of which, together with equity contributions from the Borrower's sole member, shall be used to finance, in part, the acquisition (the "Acquisition") of 100% of the outstanding equity interests of Meridian Cloud Solutions Inc., a Delaware corporation ("Meridian" or the "Target"), and to pay fees, costs, and expenses incurred in connection therewith.
Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
The undersigned is authorized to deliver this Certificate on behalf of the Borrower and has personal knowledge of the matters set forth herein. The undersigned further acknowledges that the Administrative Agent and the Lenders are relying on the accuracy and completeness of the certifications, representations, and statements contained in this Certificate in connection with the closing of the Term Loan Facility and the initial extension of credit thereunder.
SECTION 1: CERTIFICATION OF ORGANIZATIONAL DOCUMENTS
Section 1(a): Certificate of Formation
The undersigned hereby certifies that attached hereto as Exhibit A is a true, correct, and complete copy of the Certificate of Formation (the "Certificate of Formation") of Solara Digital Acquisition Holdings LLC, as filed with the Secretary of State of the State of Delaware on [●], 2026, and assigned Delaware Secretary of State File Number 7531209. A certified copy of the Certificate of Formation, as obtained from the office of the Secretary of State of the State of Delaware, is also attached hereto as part of Exhibit A.
The undersigned further certifies that the Certificate of Formation has not been amended, restated, supplemented, or otherwise modified in any respect since its original date of filing with the Secretary of State of the State of Delaware, and that the Certificate of Formation remains in full force and effect as of the date hereof. No certificate of cancellation, certificate of merger, certificate of conversion, certificate of transfer, certificate of revival, or any other certificate or instrument has been filed with the Secretary of State of the State of Delaware with respect to the Borrower since the date of the filing of the Certificate of Formation. The Certificate of Formation, as attached hereto as Exhibit A, constitutes the only certificate of formation or comparable organizational document of the Borrower on file with the Secretary of State of the State of Delaware as of the date of this Certificate.
Section 1(b): Limited Liability Company Agreement
The undersigned hereby certifies that attached hereto as Exhibit B is a true, correct, and complete copy of the Limited Liability Company Agreement of Solara Digital Acquisition Holdings LLC, dated as of [●], 2026 (the "LLC Agreement").
The LLC Agreement identifies Solara Digital Infrastructure Fund IV LP, a Delaware limited partnership ("Fund IV"), as the sole member of the Borrower. Fund IV has aggregate committed capital of approximately $1,650,000,000, of which approximately $740,000,000 had been deployed as of March 2026. The general partner of Fund IV is Solara Digital GP LLC, a Delaware limited liability company, which has the authority to manage the affairs and business of Fund IV in accordance with Fund IV's limited partnership agreement.
The undersigned further certifies that the LLC Agreement has not been amended, restated, supplemented, or otherwise modified in any respect since its execution and delivery, and that the LLC Agreement remains in full force and effect as of the date hereof. No other limited liability company agreement, operating agreement, or comparable governance document of the Borrower exists or has been adopted, and the LLC Agreement, as attached hereto as Exhibit B, constitutes the sole limited liability company agreement of the Borrower in effect as of the date of this Certificate.
SECTION 2: CERTIFICATION OF RESOLUTIONS
The undersigned hereby certifies that attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions (the "Resolutions") duly adopted by the sole member of the Borrower, acting by written consent in lieu of a meeting in accordance with the LLC Agreement and the Delaware Limited Liability Company Act, dated as of [●], 2026.
The undersigned further certifies that the Resolutions authorize the following actions on behalf of the Borrower:
(i) The execution, delivery, and performance by the Borrower of the Credit Agreement and each of the other Loan Documents to which the Borrower is or will be a party, including, without limitation, the following:
(A) the Credit Agreement, governing the $200,000,000 Senior Secured Term Loan Facility;
(B) the Guarantee and Collateral Agreement, pursuant to which the Borrower shall pledge substantially all of its assets as collateral for the Obligations (as defined in the Credit Agreement);
(C) the Pledge Agreement, pursuant to which the Borrower shall pledge (1) 100% of the equity interests in Meridian Cloud Solutions Inc., (2) 100% of the equity interests in each domestic subsidiary of the Borrower and Meridian, and (3) 65% of the voting equity interests (and 100% of the non-voting equity interests) in each first-tier foreign subsidiary of the Borrower and Meridian;
(D) the IP Security Agreement, covering all intellectual property assets of the Borrower and its subsidiaries, including patents, trademarks, copyrights, and trade secrets;
(E) deposit account control agreements with respect to deposit accounts maintained by the Borrower and its domestic subsidiaries;
(F) UCC-1 financing statements to be filed with the Secretary of State of the State of Delaware and such other jurisdictions as may be necessary or desirable to perfect the security interests granted under the Loan Documents; and
(G) any and all ancillary documents, certificates, agreements, instruments, and notices contemplated by or delivered in connection with the Credit Agreement and the other Loan Documents.
(ii) The borrowing of up to $200,000,000 in aggregate principal amount under the Term Loan Facility, bearing interest at a rate per annum equal to Adjusted Term SOFR plus 475 basis points (with a Term SOFR floor of 1.00% per annum and a credit spread adjustment of 10 basis points), with an original issue discount ("OID") of 2.00% (equal to $4,000,000), resulting in net cash proceeds to the Borrower of $196,000,000.
(iii) The granting of first-priority perfected security interests (subject to Permitted Liens as defined in the Credit Agreement) in substantially all assets of the Borrower, whether now owned or hereafter acquired, as collateral for the Obligations of the Borrower and the other Loan Parties under the Credit Agreement and the other Loan Documents.
(iv) The acquisition of 100% of the outstanding equity interests of Meridian Cloud Solutions Inc. (Delaware Secretary of State File Number 6038472; EIN 82-1647530), for an aggregate enterprise value of $315,000,000, on such terms and conditions as the Authorized Persons of the Borrower shall determine to be necessary, proper, or advisable in connection therewith.
(v) The payment of transaction fees and expenses estimated at $12,000,000 in the aggregate, including, without limitation:
(A) an arrangement fee of 1.50% of the aggregate commitments under the Term Loan Facility (equal to $3,000,000), payable to Brindoval National Bank, N.A., in its capacity as Lead Arranger and Sole Bookrunner;
(B) a structuring fee of $500,000, payable to Brindoval National Bank, N.A., in its capacity as Administrative Agent;
(C) the OID of 2.00% (equal to $4,000,000), to be deducted from the gross proceeds of the Term Loan at closing; and
(D) such other fees, costs, and expenses (including legal fees of counsel to the Borrower and counsel to the Administrative Agent) as shall be incurred in connection with the negotiation, documentation, and consummation of the transactions contemplated by the Credit Agreement and the other Loan Documents.
(vi) The designation of specific individuals as authorized signatories of the Borrower, with full power and authority to execute and deliver, on behalf of the Borrower, all Loan Documents and related certificates, notices, instruments, agreements, opinions, and other documents required or contemplated in connection with the Credit Agreement and the transactions contemplated thereby, as more fully set forth in the Resolutions and in Section 3 of this Certificate.
The undersigned further certifies that the Resolutions have not been rescinded, revoked, amended, supplemented, or otherwise modified in any respect since their adoption and remain in full force and effect as of the date hereof. No other resolutions have been adopted by the sole member, any manager, or any Authorized Person of the Borrower that would conflict with, limit, restrict, or supersede the authority granted by the Resolutions.
SECTION 3: INCUMBENCY AND SPECIMEN SIGNATURES
The undersigned hereby certifies that each of the following persons is a duly appointed Authorized Person of the Borrower, holds the office or title set forth opposite his or her name below, has been duly authorized pursuant to the LLC Agreement and the Resolutions to execute and deliver, on behalf of the Borrower, the Credit Agreement and each of the other Loan Documents to which the Borrower is or will be a party, together with any and all certificates, documents, instruments, notices, and agreements to be delivered in connection therewith, and that the signature set forth opposite his or her name is such person's true and genuine signature:
Viktor Strand and Nadia Okafor each serve as Co-Founder and Managing Partner of Solara Digital Infrastructure LP, a Delaware limited partnership, with its principal office located at 1700 Market Street, Suite 2400, Wilmington, Delaware 19801 (EIN 84-3291057). Solara Digital Infrastructure LP serves as the sponsor of the Borrower and, through Fund IV, is the indirect parent of the Borrower.
Derek Raines serves as Chief Financial Officer of Solara Digital Infrastructure LP and, in such capacity, has oversight of the financial operations of the Borrower and its direct and indirect subsidiaries.
The undersigned further certifies that each of the above-named individuals is authorized to act singly on behalf of the Borrower in connection with the execution and delivery of the Credit Agreement, each other Loan Document, and any and all related documents, instruments, certificates, and notices, and that the signature of any one such individual shall be sufficient to bind the Borrower with respect to any such document. No co-signature, countersignature, or additional authorization is required for any Authorized Person identified above to act on behalf of the Borrower, except to the extent expressly required by the terms of the Credit Agreement or any other Loan Document.
SECTION 4: GOOD STANDING AND EXISTENCE
The undersigned hereby certifies that the Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Borrower was formed pursuant to the filing of its Certificate of Formation with the Secretary of State of the State of Delaware, as referenced in Section 1(a) above, and has not been dissolved, revoked, suspended, or otherwise terminated.
Attached hereto as Exhibit D is a certificate of good standing (or certificate of status, as applicable) for the Borrower issued by the Secretary of State of the State of Delaware, dated no earlier than [five (5) business days] prior to the closing date of the Term Loan Facility. The undersigned certifies that, to the best of his knowledge, no event has occurred since the date of issuance of such certificate of good standing that would cause the Borrower to cease to be in good standing under the laws of the State of Delaware.
The undersigned further certifies that the Borrower is duly qualified or registered to do business and is in good standing (to the extent that the concept of good standing is applicable) in each other jurisdiction where the ownership, leasing, or operation of its properties or assets, or the conduct of its business, requires such qualification or registration, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect (as defined in the Credit Agreement).
SECTION 5: NO CONFLICT; NO DEFAULT
The undersigned hereby certifies that the execution, delivery, and performance by the Borrower of each Loan Document to which it is or will be a party, and the consummation of the transactions contemplated thereby, including, without limitation, the borrowing of up to $200,000,000 under the Term Loan Facility and the granting of security interests in substantially all assets of the Borrower:
(a) has been duly authorized by all necessary limited liability company action on the part of the Borrower, including the adoption of the Resolutions by the sole member of the Borrower, and no further limited liability company action, approval, consent, or authorization on the part of the Borrower, its sole member, any manager, or any other person is required in connection therewith;
(b) does not and will not (i) conflict with, contravene, or result in a breach or violation of the Certificate of Formation or the LLC Agreement of the Borrower, (ii) conflict with, contravene, or result in a breach or violation of any applicable law, statute, rule, regulation, order, judgment, injunction, decree, or other legal requirement of any governmental authority applicable to the Borrower or any of its properties or assets, or (iii) conflict with, contravene, or result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time, or both, would constitute a default) under, or give rise to any right of termination, cancellation, acceleration, or any obligation to make any payment under, any material agreement, contract, indenture, mortgage, deed of trust, license, lease, or other instrument to which the Borrower is a party or by which it or any of its properties or assets may be bound or affected; and
(c) does not and will not require any consent, approval, license, permit, order, or authorization of, or any filing, registration, qualification, or notice with, any governmental authority, regulatory body, or other person, except for (i) filings of UCC-1 financing statements to be made with the Secretary of State of the State of Delaware and in such other jurisdictions as may be necessary to perfect the security interests created under the Loan Documents, (ii) filings and recordings with respect to intellectual property security interests to be made with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, and (iii) such other filings, registrations, consents, and approvals as are specifically contemplated by the Loan Documents, each of which will be made or obtained on or prior to the closing date or within the time periods specified in the Credit Agreement.
As of the date hereof, no Default or Event of Default (each as defined in the Credit Agreement) has occurred and is continuing or would result from the execution and delivery of the Credit Agreement and the other Loan Documents or the consummation of the transactions contemplated thereby.
SECTION 6: NO PROCEEDINGS
The undersigned hereby certifies that, as of the date hereof, there are no actions, suits, claims, investigations, arbitrations, or proceedings of any kind pending or, to the knowledge of the undersigned after due inquiry, threatened against or affecting the Borrower, before or by any court, arbitrator, mediator, governmental authority, regulatory body, or other tribunal, that (a) challenge or seek to restrain, enjoin, or otherwise prevent the consummation of the transactions contemplated by the Credit Agreement and the other Loan Documents, or (b) individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Borrower's ability to perform its obligations under the Credit Agreement or any other Loan Document to which it is a party.
The undersigned further certifies that no order, writ, injunction, judgment, or decree of any court, arbitrator, or governmental authority has been entered against the Borrower that would prohibit, restrain, or otherwise impair the consummation of the transactions contemplated by the Credit Agreement and the other Loan Documents, or that would reasonably be expected to have a Material Adverse Effect.
SECTION 7: ADDITIONAL CERTIFICATIONS
The undersigned further certifies and acknowledges each of the following:
(a) Governing Law. The Credit Agreement and each of the other Loan Documents are governed by, and shall be construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts of law principles that would result in the application of the laws of any other jurisdiction (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
(b) Submission to Jurisdiction. The Borrower has irrevocably submitted to the exclusive jurisdiction of the federal courts of the United States of America sitting in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan, City of New York, in each case for the purpose of any action, suit, or proceeding arising out of or relating to the Credit Agreement or any other Loan Document, and has irrevocably waived, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
(c) Maturity Date. The maturity date of the Term Loan Facility is June 30, 2033, which is seven (7) years from the targeted closing date of June 30, 2026, subject to the terms and conditions set forth in the Credit Agreement.
(d) Amortization. Quarterly amortization payments in the amount of $500,000 (representing 1.0% of the $200,000,000 original principal amount of the Term Loan Facility per annum, divided into four equal quarterly installments) shall commence on the first quarterly payment date following the closing date and shall continue on each subsequent quarterly payment date thereafter through the maturity date, with the remaining outstanding principal balance of the Term Loan Facility due and payable on the maturity date, all in accordance with the amortization schedule set forth in the Credit Agreement.
EXHIBIT LIST
The following exhibits are attached hereto and incorporated herein by reference:
Exhibit A — Certificate of Formation of Solara Digital Acquisition Holdings LLC (as filed with the Secretary of State of the State of Delaware, File No. 7531209), together with the certified copy obtained from the office of the Secretary of State of the State of Delaware
Exhibit B — Limited Liability Company Agreement of Solara Digital Acquisition Holdings LLC, dated as of [●], 2026
Exhibit C — Resolutions of the Sole Member of Solara Digital Acquisition Holdings LLC (Written Consent in Lieu of Meeting), dated as of [●], 2026
Exhibit D — Certificate of Good Standing (Certificate of Status) for Solara Digital Acquisition Holdings LLC, issued by the Secretary of State of the State of Delaware, dated no earlier than [five (5) business days] prior to the closing date
[Signature Pages Follow]
IN WITNESS WHEREOF, the undersigned has executed this Secretary's Certificate of Authorized Person as of the date first written above, on behalf of the Borrower and not in any individual capacity.
SOLARA DIGITAL ACQUISITION HOLDINGS LLC
By: ________
Name: Viktor Strand
Title: Authorized Person
Date: [●], 2026
COUNTER-CERTIFICATION AND CONFIRMATION
I, Nadia Okafor, an Authorized Person of Solara Digital Acquisition Holdings LLC, hereby confirm that Viktor Strand is a duly appointed Authorized Person of the Borrower, that his appointment has not been revoked or modified, and that the signature set forth above is his true and genuine signature. I further confirm that I have reviewed this Certificate and, to the best of my knowledge after due inquiry, the certifications, representations, and statements contained herein are true, correct, and complete in all material respects as of the date hereof.
By: ________
Name: Nadia Okafor
Title: Authorized Person
Date: [●], 2026
DOCUMENT METADATA — FOR INTERNAL USE ONLY
Drafted by: Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, New York 10006
Matter No.: 1041-00002 Client No.: CL-081273
Prepared by: Marcus Leung (Working Associate) and Lisa Morrow (Lead Associate) Reviewed by: Philip Hartmann (Responsible Partner)
Status: DRAFT — For use at facility closing
Note: Bracketed items (indicated by "[●]") are to be completed at or prior to closing. All exhibits referenced herein are to be finalized and attached prior to execution. This Certificate should be reviewed against the final, execution version of the Credit Agreement to confirm cross-references, defined terms, and substantive accuracy.
Name | Title | Specimen Signature
Viktor Strand | Authorized Person / Co-Founder & Managing Partner, Solara Digital Infrastructure LP | _____
Nadia Okafor | Authorized Person / Co-Founder & Managing Partner, Solara Digital Infrastructure LP | _____
Derek Raines | Authorized Person / Chief Financial Officer, Solara Digital Infrastructure LP | _____

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

SECRETARY'S CERTIFICATE OF AUTHORIZED PERSON

SOLARA DIGITAL ACQUISITION HOLDINGS LLC

RECITALS AND INTRODUCTORY CERTIFICATE

SECTION 1: CERTIFICATION OF ORGANIZATIONAL DOCUMENTS

SECTION 2: CERTIFICATION OF RESOLUTIONS

SECTION 3: INCUMBENCY AND SPECIMEN SIGNATURES

SECTION 4: GOOD STANDING AND EXISTENCE

SECTION 6: NO PROCEEDINGS

SECTION 7: ADDITIONAL CERTIFICATIONS

EXHIBIT LIST

SOLARA DIGITAL ACQUISITION HOLDINGS LLC

COUNTER-CERTIFICATION AND CONFIRMATION

Record

Parties

Dates

Amounts