1041-00002 · Solara Digital Infrastructure LP · Closing Deliverables

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PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT

MEMORANDUM

TO: Philip Hartmann, Partner Lisa Morrow, Senior Associate

FROM: Marcus Leung, Associate

DATE: April 23, 2026

RE: Preliminary UCC and Lien Search Results — Meridian Cloud Solutions Inc. and Solara Digital Acquisition Holdings LLC

Matter No.: 1041-00002

Client No.: CL-081273 (Solara Digital Infrastructure LP)

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 the negotiation and closing of the $200,000,000 Senior Secured Term Loan Facility (the "Facility") to be provided by Brindoval National Bank, N.A., acting as Lead Arranger and Administrative Agent ("Brindoval" or the "Administrative Agent"), with certain other lenders to be identified in the final syndication (collectively with Brindoval, the "Lenders").

The proceeds of the Facility, together with equity contributions from Solara Digital Infrastructure Fund IV LP, will be used to finance the acquisition (the "Acquisition") by Acquisition Sub of one hundred percent (100%) of the outstanding equity interests of Meridian Cloud Solutions Inc. ("Meridian" or the "Target") at an agreed enterprise value of $315,000,000 (the "Enterprise Value"). The targeted closing date for the Acquisition and the initial funding under the Facility is June 30, 2026 (the "Targeted Closing Date").

The searches summarized in this memorandum were conducted to identify existing liens, security interests, UCC financing statements, federal and state tax liens, judgments, and pending litigation that could affect the first-priority perfected security interest in substantially all assets of the Borrower, Meridian, and each Guarantor (as defined in the term sheet dated March 28, 2026 among the Borrower, Brindoval, and the other parties thereto, the "Term Sheet") that is required as a condition to closing and initial funding under the Facility. The Term Sheet requires, among other things, delivery of satisfactory UCC, lien, and judgment search reports as a condition precedent to the closing of the Facility, together with evidence that all prior liens on the collateral (other than "Permitted Liens" as defined in the draft Credit Agreement) have been or will be terminated or released at or prior to closing.

The results set forth herein are preliminary. All searches were ordered on April 18, 2026 and results were received between April 21 and April 22, 2026. Follow-up and update searches will be required closer to the Targeted Closing Date. In accordance with customary practice and the requirements set forth in the Term Sheet, final UCC, tax lien, and judgment searches should be run no earlier than ten (10) business days before the Targeted Closing Date of June 30, 2026 (i.e., no earlier than June 16, 2026). Bring-down searches and any additional pre-closing diligence should be coordinated with Brindoval's outside counsel, Broadwick & Thayer LLP (Catherine Hartwell, Partner; James Okoro, Senior Associate).

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, Texas. As noted in Section III below, searches were conducted in both Delaware (as Meridian's state of incorporation and the proper filing jurisdiction under UCC Article 9 for a registered organization) and Travis County, Texas (as the jurisdiction of Meridian's headquarters and principal place of business).

B. Solara Digital Acquisition Holdings LLC

The following information was used to conduct searches against the Borrower:

Solara Digital Acquisition Holdings LLC is a newly formed special purpose acquisition vehicle established for the sole purpose of consummating the Acquisition and entering into the Facility as the Borrower. As of the date of the searches summarized in this memorandum, the Certificate of Formation for Acquisition Sub had not yet been filed with the Delaware Secretary of State. The anticipated File Number is 7531209, which will be assigned upon filing. Similarly, the application for an Employer Identification Number has been submitted to the Internal Revenue Service, but assignment of EIN 93-4718206 remains pending. Acquisition Sub has no prior operations, assets, liabilities, or employees, and has not conducted business in any jurisdiction. The clean search results reported below are therefore expected and consistent with the entity's status as a newly formed vehicle.

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 (Delaware); and

(iv) Judgment search (Delaware Superior Court).

Delaware is the state of organization for both search subjects and is therefore the appropriate filing jurisdiction for UCC financing statements covering personal property collateral under Section 9-301(1) of the Uniform Commercial Code, which provides that the law of the jurisdiction in which a debtor is located governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral. Under Section 9-307(e), a registered organization organized under the law of a state is located in that state. Accordingly, UCC-1 financing statements filed with the Delaware Secretary of State are the primary source of record for determining existing security interests against both Meridian and the Borrower.

B. Travis County, Texas (Meridian Headquarters)

The following searches were conducted in Travis County, Texas against Meridian Cloud Solutions Inc. only:

(i) UCC search (Travis County Clerk);

(ii) Federal tax lien search (Travis County);

(iii) State tax lien search (Texas — Travis County);

(iv) Judgment search (Travis County District Court); and

(v) Litigation search (Travis County District Court and U.S. District Court for the Western District of Texas, Austin Division).

Although Delaware is Meridian's proper UCC filing jurisdiction, Travis County, Texas was searched as a precautionary measure because Meridian maintains its headquarters and principal operations in Austin, Texas. Federal and state tax liens are generally filed in the county where the taxpayer resides or has its principal place of business, and judgment and litigation searches at the county level and in the applicable federal district court provide important diligence information regarding potential claims against the Target that could give rise to judgment liens, litigation-related liens, or other encumbrances. Searches in Travis County were conducted against Meridian Cloud Solutions Inc. only, as Acquisition Sub has no Texas presence or operations.

C. Note on Additional Jurisdictions

Upon closing of the Acquisition and the Facility, UCC-1 financing statements in favor of Brindoval National Bank, N.A., as Administrative Agent, will be filed with the Delaware Secretary of State naming each of the Borrower and Meridian as debtors. Delaware is the appropriate filing office for both entities because both are organized under Delaware law.

We note that searches against Meridian's material domestic subsidiaries, if any, will need to be conducted once the subsidiary list is confirmed during the ongoing due diligence process. The preliminary organizational chart provided by Meridian's counsel, Whitfield Graham LLP (David Nestor), on April 15, 2026 indicates that Meridian may have one or more wholly owned subsidiaries, but the list has not been finalized. Once the subsidiary list is confirmed, we will coordinate UCC, tax lien, and judgment searches in each subsidiary's state of organization and, where appropriate, in any states where such subsidiaries maintain principal offices or significant operations.

Additionally, state and county-level searches may be needed in any additional jurisdictions where Meridian maintains offices, data center operations, or other significant business presence. Based on preliminary information from management, Meridian may have a small satellite office in San Francisco, California. We will confirm during diligence whether supplemental searches in San Francisco County or the State of California are warranted.

D. Search Dates

The search dates and delivery timelines for each jurisdiction are set forth below:

All searches were ordered through National Corporate Filings, Inc. ("NCF"), our third-party search provider. Litigation docket searches were supplemented by direct review of the PACER electronic filing system for the U.S. District Court for the Western District of Texas. All results are current through the dates indicated above and are subject to the limitations and qualifications set forth in Section VII of this memorandum.

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 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 collateral description is limited to equipment subject to Master Lease Agreement No. ML-2023-0491 and does not purport to cover all assets or any blanket category of collateral beyond the specified leased equipment and its proceeds.

Several issues require follow-up:

(a) Characterization of the Lease. We need to obtain a complete copy of Master Lease Agreement No. ML-2023-0491 dated September 1, 2023, together with all schedules, amendments, and supplements thereto, from Meridian management. The relevant contact is Margaret Cho, Chief Financial Officer of Meridian, or Derek Raines, General Counsel. A request for this document has already been included in the closing deliverables information request letter transmitted to Whitfield Graham LLP on April 22, 2026. Once obtained, the lease must be reviewed to determine whether it constitutes a "true lease" under applicable law or whether it is, in substance, a secured financing transaction (i.e., a lease intended as security, a conditional sale, or a financing lease). The characterization of the arrangement will depend on the economic terms of the lease, including, among other things, whether the lessee has an option to purchase the equipment at the end of the lease term for nominal consideration, whether the lease term equals or exceeds the remaining economic life of the equipment, and the other factors set forth in UCC § 1-203 (as adopted in Delaware).

(b) If the Arrangement Constitutes a Security Interest. If the master lease is recharacterized as a secured financing, the UCC-1 filing by Trident Equipment Finance LLC will constitute a perfected security interest in the covered equipment. In that event, the filing will need to be terminated (by the filing of a UCC-3 termination statement) or subordinated at or prior to closing to ensure that Brindoval obtains a first-priority perfected security interest in all assets of Meridian as required under the Term Sheet and the draft Credit Agreement. We should request a payoff letter from Trident Equipment Finance LLC setting forth the amount necessary to satisfy Meridian's obligations under the lease agreement, together with a commitment to file a UCC-3 termination statement upon receipt of payment. Alternatively, the parties may negotiate to permit this arrangement to continue post-closing as "Permitted Indebtedness" under the Credit Agreement, with the related lien treated as a "Permitted Lien," subject to Brindoval's approval.

(c) If the Arrangement Is a True Lease. If the master lease is determined to be a true lease under applicable law, then the equipment covered by the lease is not the property of Meridian but rather remains the property of Trident Equipment Finance LLC as lessor. In that case, the UCC-1 filing is a precautionary or protective filing, commonly made by lessors to protect their interest in the event a court were to recharacterize the lease as a security interest. The leased equipment would not be part of the collateral package because it is not an asset of Meridian. However, even if the arrangement is a true lease, the lease agreement itself should be reviewed for (i) change-of-control provisions that could be triggered by the Acquisition and (ii) assignment or consent requirements that may need to be satisfied before or at closing. Additionally, the lease should be disclosed on the appropriate schedules to the Credit Agreement and the Acquisition Agreement.

(d) Closing Checklist. This item should be added to the closing checklist for tracking purposes, with the following sub-items: (i) receipt of Master Lease Agreement and all amendments; (ii) analysis of true lease vs. secured financing characterization; (iii) payoff letter and UCC-3 termination statement (if secured financing), or confirmation of Permitted Lien / Permitted Indebtedness treatment; (iv) change-of-control and consent analysis; and (v) disclosure on appropriate schedules.

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 (if any) in the described collateral by virtue of this filing. Based on our review of the search report, the termination statement appears to have been properly filed and no subsequent amendments or continuations were filed after the termination date. No further action is required with respect to this filing. We note the filing for completeness and because it indicates that Meridian previously had an accounts receivable financing arrangement with Atlas Business Credit Corp. that was paid off and terminated prior to 2022. This is consistent with information provided by Meridian management during preliminary due diligence discussions.

B. UCC Filings — Travis County, Texas

No active UCC filings were found against Meridian Cloud Solutions Inc. in the records of the Travis County Clerk.

As noted above, because Meridian is a corporation organized under the laws of the State of Delaware, the proper jurisdiction for filing UCC financing statements against Meridian is the Delaware Secretary of State, not the Travis County Clerk's office. The Travis County UCC search was conducted as a precautionary measure given that Meridian's headquarters and principal place of business are located in Austin, Texas, within Travis County. The absence of filings in Travis County is consistent with expectations, as most sophisticated secured parties should be filing against Meridian in Delaware. Nevertheless, the Travis County search provides additional comfort that no misfiled or stray UCC financing statements exist at the county level that could create confusion or cloud the collateral records.

C. Federal Tax Lien Search — Delaware Secretary of State

No federal tax liens were found against Meridian Cloud Solutions Inc. in the records of the Delaware Secretary of State.

D. Federal Tax Lien Search — Travis County, Texas

No federal tax liens were found against Meridian Cloud Solutions Inc. in the records of Travis County, Texas. Federal tax liens are generally filed in the county where the taxpayer resides or has its principal place of business. The absence of any federal tax lien filing in Travis County indicates that, as of the date of the search, the Internal Revenue Service has not filed a Notice of Federal Tax Lien against Meridian in the county where its headquarters are located.

E. State Tax Lien Search — Delaware

No state tax liens were found against Meridian Cloud Solutions Inc. with the Delaware Secretary of State. This result indicates that, as of the date of the search, the State of Delaware has not recorded any tax liens against Meridian for unpaid Delaware franchise taxes or other state-level tax obligations.

F. State Tax Lien Search — Texas (Travis County)

No state tax liens were found against Meridian Cloud Solutions Inc. in Travis County records. This result indicates that, as of the date of the search, neither the Texas Comptroller of Public Accounts nor any other Texas state taxing authority has filed a tax lien against Meridian in Travis County for unpaid Texas franchise taxes, sales taxes, or other state-level tax obligations.

G. Judgment Search — Delaware Superior Court

No judgments were found against Meridian Cloud Solutions Inc. in the records of the Delaware Superior Court.

H. Judgment Search — Travis County District Court

No judgments were found against Meridian Cloud Solutions Inc. in the records of the Travis County District Court.

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 Court for the Western District of Texas, Austin Division. The search was conducted through both the third-party search provider (NCF) and a supplemental direct PACER search and covered all civil case types, including contract disputes, intellectual property claims, and employment matters.

The clean litigation results across both state and federal courts in Travis County and the Western District of Texas are favorable. However, we note that litigation searches are limited to the jurisdictions searched and do not capture claims that may be pending in other courts. If additional jurisdictions are identified during due diligence where Meridian has significant operations or exposure, supplemental litigation searches may be warranted.

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 filing of the Certificate of Formation. The application for an Employer Identification Number (EIN 93-4718206) has been submitted to the Internal Revenue Service but remains pending assignment.

The following search results were returned for Solara Digital Acquisition Holdings LLC:

Analysis: The absence of any UCC filings, tax liens, or judgments against Solara Digital Acquisition Holdings LLC is entirely expected and consistent with its status as a newly formed special purpose acquisition vehicle that has not yet been legally formed, has no prior operations, and holds no assets. Because the entity does not yet exist in the records of the Delaware Secretary of State, the searches returned no results.

Notwithstanding the clean preliminary results, UCC, tax lien, and judgment searches against Acquisition Sub should be re-run after the Certificate of Formation is filed with the Delaware Secretary of State and prior to closing of the Facility. This is necessary both as a matter of customary practice and to confirm that no intervening filings are made against the entity between its formation and the closing date. The updated search results will be required as a closing deliverable under the Term Sheet.

B. Travis County, Texas

Searches were not conducted against Solara Digital Acquisition Holdings LLC in Travis County, Texas, as the entity has no Texas connection, presence, operations, or assets. Upon the closing of the Acquisition, Meridian will become a wholly owned subsidiary of the Borrower, and the Borrower's registered office will be in Delaware. If the Borrower subsequently establishes a presence in Texas, supplemental searches may be conducted at that time.

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. Action Items

The following action items should be tracked on the closing checklist and assigned to the responsible team members as indicated:

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). This document was already included in the closing deliverables information request transmitted on April 22, 2026; however, a follow-up should be sent if not received by May 3, 2026.

(b) Upon receipt of the lease documentation, conduct a legal analysis to determine whether the arrangement is properly characterized as a true lease or a secured financing transaction under UCC § 1-203 and applicable Delaware and Texas law. Marcus Leung will prepare the initial analysis, to be reviewed by Lisa Morrow.

(c) If the arrangement constitutes a secured financing: (i) obtain a payoff letter from Trident Equipment Finance LLC setting forth the aggregate amount required to satisfy Meridian's obligations under the agreement; (ii) obtain a commitment from Trident to deliver a UCC-3 termination statement for Filing No. 2023-4187625, to be filed with the Delaware Secretary of State at or prior to closing; and (iii) include the payoff and termination as conditions to closing and initial funding on the closing checklist.

(d) If the arrangement is a true lease: (i) confirm the lease is properly disclosed on the schedules to the Credit Agreement (including schedules of Permitted Indebtedness and Permitted Liens, as applicable) and the schedules to the Stock Purchase Agreement; (ii) evaluate whether the lease and the related UCC filing are appropriately categorized as "Permitted Indebtedness" and a "Permitted Lien" under the draft Credit Agreement, and coordinate with Brindoval's counsel (Catherine Hartwell / James Okoro at Broadwick & Thayer LLP) to confirm acceptable treatment; and (iii) review the lease for change-of-control provisions or assignment restrictions that could be triggered by the Acquisition.

(e) Add this item to the draft closing checklist as a required deliverable, with sub-items for each of the foregoing tasks.

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 office address.

(b) Upon filing, confirm acceptance by the Delaware Secretary of State and receipt of a file-stamped copy of the Certificate of Formation.

(c) Confirm IRS assignment of EIN 93-4718206. Follow up with the IRS if assignment is not confirmed within ten (10) business days of submission of the application.

(d) Following formation, re-run UCC, tax lien, and judgment searches against Solara Digital Acquisition Holdings LLC with the Delaware Secretary of State to confirm no intervening filings. These updated searches should be coordinated with the pre-closing update searches described in Action Item 5 below.

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 Administrative Agent, as Secured Party, covering substantially all assets of Meridian.

(b) The collateral description for each UCC-1 should cover "all assets" of the applicable debtor or, if a more detailed description is required by Brindoval, should enumerate each category of collateral specified in the Security Agreement (e.g., accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, proceeds, and supporting obligations).

(c) Coordinate with Broadwick & Thayer LLP (Catherine Hartwell / James Okoro) on the form and content of the UCC-1 financing statements, including the collateral description and any filing office-specific requirements. Brindoval's counsel has indicated that they will review and approve the form of UCC-1 prior to filing.

(d) Prepare pre-filed UCC-1 financing statements for delivery into escrow prior to the closing date, with authorization to file upon confirmation of closing and initial funding.

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. Preliminary information suggests one or more wholly owned subsidiaries may exist, but confirmation is required.

(c) If material subsidiaries are identified that will serve as Guarantors under the Facility, UCC-1 financing statements should also be prepared for filing against each such subsidiary at 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 earlier than June 16, 2026.

(b) Updated search results are to be delivered to Brindoval's counsel at Broadwick & Thayer LLP as a closing deliverable under the Term Sheet.

(c) If the updated searches reveal any new filings, liens, judgments, or litigation not reflected in this preliminary memorandum, a supplemental memorandum will be prepared and circulated to the deal team.

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 searches should be conducted as part of the collateral package review. Given that Meridian's business is built on a cloud-native SaaS platform, its intellectual property portfolio — including patents (if any), trademarks, copyrights in software code, and trade secrets — may constitute a significant portion of the overall collateral value. A thorough IP lien search is essential to confirm that Brindoval's security interest in Meridian's intellectual property can be perfected on a first-priority basis.

(c) These searches and related analysis are addressed in the companion memorandum titled "Collateral Package — Key Considerations for SaaS Businesses" being prepared by Lisa Morrow. Marcus Leung will coordinate with Lisa Morrow on the timing and scope of the IP-specific searches.

(d) As a reminder, perfection of a security interest in patents and trademarks registered with the USPTO may require the filing of a notice of security interest with the USPTO in addition to the UCC-1 financing statement filing with the Delaware Secretary of State. Similar considerations apply with respect to registered copyrights and the U.S. Copyright Office. These filings should be coordinated as part of the closing mechanics.

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 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 each maintain their own indexing schedules, and there may be delays between the filing of a document and its appearance in the searchable records.

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 under a name that is insufficient to be discovered by a search under the debtor's correct legal name is seriously misleading and may be ineffective for perfection purposes. Accordingly, our searches may not have identified all filings, particularly those filed under incorrect or variant names.

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 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, 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 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 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 for reference.

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 reports — Delaware Secretary of State and Travis County, Texas (Meridian Cloud Solutions Inc.), dated April 21–22, 2026

Exhibit D: Copies of judgment search reports — Delaware Superior Court and Travis County District Court (Meridian Cloud Solutions Inc.), dated April 21–22, 2026

Exhibit E: Copies of litigation docket search reports — Travis County District Court and U.S. District Court, Western District of Texas, Austin Division (Meridian Cloud Solutions Inc.), dated April 22, 2026

Exhibit F: Copy of UCC-11 search report — Delaware Secretary of State (Solara Digital Acquisition Holdings LLC), dated April 21, 2026 [noting entity not yet formed; no results returned]

Please do not hesitate to contact me with any questions regarding the foregoing. I will continue to monitor the open action items and will circulate an updated version of this memorandum following receipt of the Master Lease Agreement from Meridian management and the filing of the Certificate of Formation for Acquisition Sub.

Marcus Leung Associate Calderwood & Harkness LLP Direct: (212) 555-0147 marcus.leung@calderwoodharkness.com

Distribution: Philip Hartmann (Partner); Lisa Morrow (Senior Associate); Matter File 1041-00002 Copies retained: Electronic — Calderwood & Harkness Document Management System (DMS No. SC-2026-04419-0037)

Item	Detail
Full Legal Name	Meridian Cloud Solutions Inc.
Entity Type	Corporation
Jurisdiction of Incorporation	State of Delaware
Delaware Secretary of State File No.	6038472
Employer Identification Number (EIN)	82-1647530
Headquarters Address	450 Technology Parkway, Suite 800, Austin, TX 78759
Principal Business	Cloud-native SaaS platform providing portfolio analytics, risk reporting, investor reporting, and data aggregation tools to mid-market asset managers, registered investment advisers ("RIAs"), and family offices
Annual Recurring Revenue (LTM 12/31/2025)	$62,400,000
Adjusted EBITDA (LTM 12/31/2025)	$18,700,000
Approximate Headcount	310 full-time equivalents
Item	Detail
Full Legal Name	Solara Digital Acquisition Holdings LLC
Entity Type	Limited Liability Company
Jurisdiction of Formation	State of Delaware
Delaware Secretary of State File No.	7531209 (to be assigned upon filing; certificate of formation pending)
Employer Identification Number (EIN)	93-4718206 (applied for; pending IRS assignment)
Ownership	Wholly owned subsidiary of Solara Digital Infrastructure Fund IV LP
Operations / Assets	None; newly formed acquisition vehicle
Jurisdiction	Date Ordered	Date Results Received
Delaware Secretary of State (UCC, tax lien, judgment)	April 18, 2026	April 21, 2026
Travis County, Texas (UCC, tax lien, judgment)	April 18, 2026	April 22, 2026
Litigation docket searches (Travis County District Court; W.D. Tex.)	April 18, 2026	April 22, 2026
Field	Detail
Filing Number	2023-4187625

Date Filed	September 14, 2023
Secured Party	Trident Equipment Finance LLC, 100 Riverview Drive, Suite 400, Stamford, CT 06901
Debtor	Meridian Cloud Solutions Inc.
Collateral Description	"All equipment leased by Debtor under Master Lease Agreement No. ML-2023-0491 dated September 1, 2023, including but not limited to servers, networking equipment, and related peripherals, together with all replacements, substitutions, additions, accessions, and proceeds thereof."
Status	Active; no amendments, assignments, or continuations filed
Expiration Date	September 14, 2028 (five-year lapse period under UCC § 9-515(a))
Field	Detail
Filing Number	2020-2934816
Original Secured Party	Atlas Business Credit Corp.
Debtor	Meridian Cloud Solutions Inc.
Collateral Description	Accounts receivable and related proceeds
Date Originally Filed	On or about 2020 (exact original filing date reflected in the search report attached as Exhibit A)
Termination Filed	March 22, 2022
Status	Terminated
Search Type	Result
UCC-11 Search	No filings found (entity does not yet exist in Delaware records)
Federal Tax Lien Search	No liens found
State Tax Lien Search	No liens found
Judgment Search	No judgments found
Search Subject	Search Type	Jurisdiction	Findings
Meridian Cloud Solutions Inc.	UCC (active)	DE Secretary of State	One active filing — Trident Equipment Finance LLC, equipment lease, Filing No. 2023-4187625
Meridian Cloud Solutions Inc.	UCC (terminated)	DE Secretary of State	One terminated filing — Atlas Business Credit Corp., accounts receivable, Filing No. 2020-2934816; no action required
Meridian Cloud Solutions Inc.	UCC	Travis County, TX	No filings
Meridian Cloud Solutions Inc.	Federal tax lien	DE Secretary of State	None
Meridian Cloud Solutions Inc.	Federal tax lien	Travis County, TX	None

Meridian Cloud Solutions Inc.	State tax lien	DE	None
Meridian Cloud Solutions Inc.	State tax lien	Travis County, TX	None
Meridian Cloud Solutions Inc.	Judgment	DE Superior Court	None
Meridian Cloud Solutions Inc.	Judgment	Travis County District Court	None
Meridian Cloud Solutions Inc.	Litigation	Travis County District Court	None
Meridian Cloud Solutions Inc.	Litigation	W.D. Tex. (Austin Division)	None
Solara Digital Acquisition Holdings LLC	UCC / Tax Lien / Judgment	DE Secretary of State	No filings; entity not yet formed

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Philip Hartmann, Partner Lisa Morrow, Senior Associate
FROM: Marcus Leung, Associate
DATE: April 23, 2026
RE: Preliminary UCC and Lien Search Results — Meridian Cloud Solutions Inc. and Solara Digital Acquisition Holdings LLC
Matter No.: 1041-00002
Client No.: CL-081273 (Solara Digital Infrastructure LP)
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 the negotiation and closing of the $200,000,000 Senior Secured Term Loan Facility (the "Facility") to be provided by Brindoval National Bank, N.A., acting as Lead Arranger and Administrative Agent ("Brindoval" or the "Administrative Agent"), with certain other lenders to be identified in the final syndication (collectively with Brindoval, the "Lenders").
The proceeds of the Facility, together with equity contributions from Solara Digital Infrastructure Fund IV LP, will be used to finance the acquisition (the "Acquisition") by Acquisition Sub of one hundred percent (100%) of the outstanding equity interests of Meridian Cloud Solutions Inc. ("Meridian" or the "Target") at an agreed enterprise value of $315,000,000 (the "Enterprise Value"). The targeted closing date for the Acquisition and the initial funding under the Facility is June 30, 2026 (the "Targeted Closing Date").
The searches summarized in this memorandum were conducted to identify existing liens, security interests, UCC financing statements, federal and state tax liens, judgments, and pending litigation that could affect the first-priority perfected security interest in substantially all assets of the Borrower, Meridian, and each Guarantor (as defined in the term sheet dated March 28, 2026 among the Borrower, Brindoval, and the other parties thereto, the "Term Sheet") that is required as a condition to closing and initial funding under the Facility. The Term Sheet requires, among other things, delivery of satisfactory UCC, lien, and judgment search reports as a condition precedent to the closing of the Facility, together with evidence that all prior liens on the collateral (other than "Permitted Liens" as defined in the draft Credit Agreement) have been or will be terminated or released at or prior to closing.
The results set forth herein are preliminary. All searches were ordered on April 18, 2026 and results were received between April 21 and April 22, 2026. Follow-up and update searches will be required closer to the Targeted Closing Date. In accordance with customary practice and the requirements set forth in the Term Sheet, final UCC, tax lien, and judgment searches should be run no earlier than ten (10) business days before the Targeted Closing Date of June 30, 2026 (i.e., no earlier than June 16, 2026). Bring-down searches and any additional pre-closing diligence should be coordinated with Brindoval's outside counsel, Broadwick & Thayer LLP (Catherine Hartwell, Partner; James Okoro, Senior Associate).
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, Texas. As noted in Section III below, searches were conducted in both Delaware (as Meridian's state of incorporation and the proper filing jurisdiction under UCC Article 9 for a registered organization) and Travis County, Texas (as the jurisdiction of Meridian's headquarters and principal place of business).
B. Solara Digital Acquisition Holdings LLC
The following information was used to conduct searches against the Borrower:
Solara Digital Acquisition Holdings LLC is a newly formed special purpose acquisition vehicle established for the sole purpose of consummating the Acquisition and entering into the Facility as the Borrower. As of the date of the searches summarized in this memorandum, the Certificate of Formation for Acquisition Sub had not yet been filed with the Delaware Secretary of State. The anticipated File Number is 7531209, which will be assigned upon filing. Similarly, the application for an Employer Identification Number has been submitted to the Internal Revenue Service, but assignment of EIN 93-4718206 remains pending. Acquisition Sub has no prior operations, assets, liabilities, or employees, and has not conducted business in any jurisdiction. The clean search results reported below are therefore expected and consistent with the entity's status as a newly formed vehicle.
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 (Delaware); and
(iv) Judgment search (Delaware Superior Court).
Delaware is the state of organization for both search subjects and is therefore the appropriate filing jurisdiction for UCC financing statements covering personal property collateral under Section 9-301(1) of the Uniform Commercial Code, which provides that the law of the jurisdiction in which a debtor is located governs perfection, the effect of perfection or nonperfection, and the priority of a security interest in collateral. Under Section 9-307(e), a registered organization organized under the law of a state is located in that state. Accordingly, UCC-1 financing statements filed with the Delaware Secretary of State are the primary source of record for determining existing security interests against both Meridian and the Borrower.
B. Travis County, Texas (Meridian Headquarters)
The following searches were conducted in Travis County, Texas against Meridian Cloud Solutions Inc. only:
(i) UCC search (Travis County Clerk);
(ii) Federal tax lien search (Travis County);
(iii) State tax lien search (Texas — Travis County);
(iv) Judgment search (Travis County District Court); and
(v) Litigation search (Travis County District Court and U.S. District Court for the Western District of Texas, Austin Division).
Although Delaware is Meridian's proper UCC filing jurisdiction, Travis County, Texas was searched as a precautionary measure because Meridian maintains its headquarters and principal operations in Austin, Texas. Federal and state tax liens are generally filed in the county where the taxpayer resides or has its principal place of business, and judgment and litigation searches at the county level and in the applicable federal district court provide important diligence information regarding potential claims against the Target that could give rise to judgment liens, litigation-related liens, or other encumbrances. Searches in Travis County were conducted against Meridian Cloud Solutions Inc. only, as Acquisition Sub has no Texas presence or operations.
C. Note on Additional Jurisdictions
Upon closing of the Acquisition and the Facility, UCC-1 financing statements in favor of Brindoval National Bank, N.A., as Administrative Agent, will be filed with the Delaware Secretary of State naming each of the Borrower and Meridian as debtors. Delaware is the appropriate filing office for both entities because both are organized under Delaware law.
We note that searches against Meridian's material domestic subsidiaries, if any, will need to be conducted once the subsidiary list is confirmed during the ongoing due diligence process. The preliminary organizational chart provided by Meridian's counsel, Whitfield Graham LLP (David Nestor), on April 15, 2026 indicates that Meridian may have one or more wholly owned subsidiaries, but the list has not been finalized. Once the subsidiary list is confirmed, we will coordinate UCC, tax lien, and judgment searches in each subsidiary's state of organization and, where appropriate, in any states where such subsidiaries maintain principal offices or significant operations.
Additionally, state and county-level searches may be needed in any additional jurisdictions where Meridian maintains offices, data center operations, or other significant business presence. Based on preliminary information from management, Meridian may have a small satellite office in San Francisco, California. We will confirm during diligence whether supplemental searches in San Francisco County or the State of California are warranted.
D. Search Dates
The search dates and delivery timelines for each jurisdiction are set forth below:
All searches were ordered through National Corporate Filings, Inc. ("NCF"), our third-party search provider. Litigation docket searches were supplemented by direct review of the PACER electronic filing system for the U.S. District Court for the Western District of Texas. All results are current through the dates indicated above and are subject to the limitations and qualifications set forth in Section VII of this memorandum.
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 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 collateral description is limited to equipment subject to Master Lease Agreement No. ML-2023-0491 and does not purport to cover all assets or any blanket category of collateral beyond the specified leased equipment and its proceeds.
Several issues require follow-up:
(a) Characterization of the Lease. We need to obtain a complete copy of Master Lease Agreement No. ML-2023-0491 dated September 1, 2023, together with all schedules, amendments, and supplements thereto, from Meridian management. The relevant contact is Margaret Cho, Chief Financial Officer of Meridian, or Derek Raines, General Counsel. A request for this document has already been included in the closing deliverables information request letter transmitted to Whitfield Graham LLP on April 22, 2026. Once obtained, the lease must be reviewed to determine whether it constitutes a "true lease" under applicable law or whether it is, in substance, a secured financing transaction (i.e., a lease intended as security, a conditional sale, or a financing lease). The characterization of the arrangement will depend on the economic terms of the lease, including, among other things, whether the lessee has an option to purchase the equipment at the end of the lease term for nominal consideration, whether the lease term equals or exceeds the remaining economic life of the equipment, and the other factors set forth in UCC § 1-203 (as adopted in Delaware).
(b) If the Arrangement Constitutes a Security Interest. If the master lease is recharacterized as a secured financing, the UCC-1 filing by Trident Equipment Finance LLC will constitute a perfected security interest in the covered equipment. In that event, the filing will need to be terminated (by the filing of a UCC-3 termination statement) or subordinated at or prior to closing to ensure that Brindoval obtains a first-priority perfected security interest in all assets of Meridian as required under the Term Sheet and the draft Credit Agreement. We should request a payoff letter from Trident Equipment Finance LLC setting forth the amount necessary to satisfy Meridian's obligations under the lease agreement, together with a commitment to file a UCC-3 termination statement upon receipt of payment. Alternatively, the parties may negotiate to permit this arrangement to continue post-closing as "Permitted Indebtedness" under the Credit Agreement, with the related lien treated as a "Permitted Lien," subject to Brindoval's approval.
(c) If the Arrangement Is a True Lease. If the master lease is determined to be a true lease under applicable law, then the equipment covered by the lease is not the property of Meridian but rather remains the property of Trident Equipment Finance LLC as lessor. In that case, the UCC-1 filing is a precautionary or protective filing, commonly made by lessors to protect their interest in the event a court were to recharacterize the lease as a security interest. The leased equipment would not be part of the collateral package because it is not an asset of Meridian. However, even if the arrangement is a true lease, the lease agreement itself should be reviewed for (i) change-of-control provisions that could be triggered by the Acquisition and (ii) assignment or consent requirements that may need to be satisfied before or at closing. Additionally, the lease should be disclosed on the appropriate schedules to the Credit Agreement and the Acquisition Agreement.
(d) Closing Checklist. This item should be added to the closing checklist for tracking purposes, with the following sub-items: (i) receipt of Master Lease Agreement and all amendments; (ii) analysis of true lease vs. secured financing characterization; (iii) payoff letter and UCC-3 termination statement (if secured financing), or confirmation of Permitted Lien / Permitted Indebtedness treatment; (iv) change-of-control and consent analysis; and (v) disclosure on appropriate schedules.
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 (if any) in the described collateral by virtue of this filing. Based on our review of the search report, the termination statement appears to have been properly filed and no subsequent amendments or continuations were filed after the termination date. No further action is required with respect to this filing. We note the filing for completeness and because it indicates that Meridian previously had an accounts receivable financing arrangement with Atlas Business Credit Corp. that was paid off and terminated prior to 2022. This is consistent with information provided by Meridian management during preliminary due diligence discussions.
B. UCC Filings — Travis County, Texas
No active UCC filings were found against Meridian Cloud Solutions Inc. in the records of the Travis County Clerk.
As noted above, because Meridian is a corporation organized under the laws of the State of Delaware, the proper jurisdiction for filing UCC financing statements against Meridian is the Delaware Secretary of State, not the Travis County Clerk's office. The Travis County UCC search was conducted as a precautionary measure given that Meridian's headquarters and principal place of business are located in Austin, Texas, within Travis County. The absence of filings in Travis County is consistent with expectations, as most sophisticated secured parties should be filing against Meridian in Delaware. Nevertheless, the Travis County search provides additional comfort that no misfiled or stray UCC financing statements exist at the county level that could create confusion or cloud the collateral records.
C. Federal Tax Lien Search — Delaware Secretary of State
No federal tax liens were found against Meridian Cloud Solutions Inc. in the records of the Delaware Secretary of State.
D. Federal Tax Lien Search — Travis County, Texas
No federal tax liens were found against Meridian Cloud Solutions Inc. in the records of Travis County, Texas. Federal tax liens are generally filed in the county where the taxpayer resides or has its principal place of business. The absence of any federal tax lien filing in Travis County indicates that, as of the date of the search, the Internal Revenue Service has not filed a Notice of Federal Tax Lien against Meridian in the county where its headquarters are located.
E. State Tax Lien Search — Delaware
No state tax liens were found against Meridian Cloud Solutions Inc. with the Delaware Secretary of State. This result indicates that, as of the date of the search, the State of Delaware has not recorded any tax liens against Meridian for unpaid Delaware franchise taxes or other state-level tax obligations.
F. State Tax Lien Search — Texas (Travis County)
No state tax liens were found against Meridian Cloud Solutions Inc. in Travis County records. This result indicates that, as of the date of the search, neither the Texas Comptroller of Public Accounts nor any other Texas state taxing authority has filed a tax lien against Meridian in Travis County for unpaid Texas franchise taxes, sales taxes, or other state-level tax obligations.
G. Judgment Search — Delaware Superior Court
No judgments were found against Meridian Cloud Solutions Inc. in the records of the Delaware Superior Court.
H. Judgment Search — Travis County District Court
No judgments were found against Meridian Cloud Solutions Inc. in the records of the Travis County District Court.
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 Court for the Western District of Texas, Austin Division. The search was conducted through both the third-party search provider (NCF) and a supplemental direct PACER search and covered all civil case types, including contract disputes, intellectual property claims, and employment matters.
The clean litigation results across both state and federal courts in Travis County and the Western District of Texas are favorable. However, we note that litigation searches are limited to the jurisdictions searched and do not capture claims that may be pending in other courts. If additional jurisdictions are identified during due diligence where Meridian has significant operations or exposure, supplemental litigation searches may be warranted.
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 filing of the Certificate of Formation. The application for an Employer Identification Number (EIN 93-4718206) has been submitted to the Internal Revenue Service but remains pending assignment.
The following search results were returned for Solara Digital Acquisition Holdings LLC:
Analysis: The absence of any UCC filings, tax liens, or judgments against Solara Digital Acquisition Holdings LLC is entirely expected and consistent with its status as a newly formed special purpose acquisition vehicle that has not yet been legally formed, has no prior operations, and holds no assets. Because the entity does not yet exist in the records of the Delaware Secretary of State, the searches returned no results.
Notwithstanding the clean preliminary results, UCC, tax lien, and judgment searches against Acquisition Sub should be re-run after the Certificate of Formation is filed with the Delaware Secretary of State and prior to closing of the Facility. This is necessary both as a matter of customary practice and to confirm that no intervening filings are made against the entity between its formation and the closing date. The updated search results will be required as a closing deliverable under the Term Sheet.
B. Travis County, Texas
Searches were not conducted against Solara Digital Acquisition Holdings LLC in Travis County, Texas, as the entity has no Texas connection, presence, operations, or assets. Upon the closing of the Acquisition, Meridian will become a wholly owned subsidiary of the Borrower, and the Borrower's registered office will be in Delaware. If the Borrower subsequently establishes a presence in Texas, supplemental searches may be conducted at that time.
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. Action Items
The following action items should be tracked on the closing checklist and assigned to the responsible team members as indicated:
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). This document was already included in the closing deliverables information request transmitted on April 22, 2026; however, a follow-up should be sent if not received by May 3, 2026.
(b) Upon receipt of the lease documentation, conduct a legal analysis to determine whether the arrangement is properly characterized as a true lease or a secured financing transaction under UCC § 1-203 and applicable Delaware and Texas law. Marcus Leung will prepare the initial analysis, to be reviewed by Lisa Morrow.
(c) If the arrangement constitutes a secured financing: (i) obtain a payoff letter from Trident Equipment Finance LLC setting forth the aggregate amount required to satisfy Meridian's obligations under the agreement; (ii) obtain a commitment from Trident to deliver a UCC-3 termination statement for Filing No. 2023-4187625, to be filed with the Delaware Secretary of State at or prior to closing; and (iii) include the payoff and termination as conditions to closing and initial funding on the closing checklist.
(d) If the arrangement is a true lease: (i) confirm the lease is properly disclosed on the schedules to the Credit Agreement (including schedules of Permitted Indebtedness and Permitted Liens, as applicable) and the schedules to the Stock Purchase Agreement; (ii) evaluate whether the lease and the related UCC filing are appropriately categorized as "Permitted Indebtedness" and a "Permitted Lien" under the draft Credit Agreement, and coordinate with Brindoval's counsel (Catherine Hartwell / James Okoro at Broadwick & Thayer LLP) to confirm acceptable treatment; and (iii) review the lease for change-of-control provisions or assignment restrictions that could be triggered by the Acquisition.
(e) Add this item to the draft closing checklist as a required deliverable, with sub-items for each of the foregoing tasks.
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 office address.
(b) Upon filing, confirm acceptance by the Delaware Secretary of State and receipt of a file-stamped copy of the Certificate of Formation.
(c) Confirm IRS assignment of EIN 93-4718206. Follow up with the IRS if assignment is not confirmed within ten (10) business days of submission of the application.
(d) Following formation, re-run UCC, tax lien, and judgment searches against Solara Digital Acquisition Holdings LLC with the Delaware Secretary of State to confirm no intervening filings. These updated searches should be coordinated with the pre-closing update searches described in Action Item 5 below.
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 Administrative Agent, as Secured Party, covering substantially all assets of Meridian.
(b) The collateral description for each UCC-1 should cover "all assets" of the applicable debtor or, if a more detailed description is required by Brindoval, should enumerate each category of collateral specified in the Security Agreement (e.g., accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment, fixtures, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, proceeds, and supporting obligations).
(c) Coordinate with Broadwick & Thayer LLP (Catherine Hartwell / James Okoro) on the form and content of the UCC-1 financing statements, including the collateral description and any filing office-specific requirements. Brindoval's counsel has indicated that they will review and approve the form of UCC-1 prior to filing.
(d) Prepare pre-filed UCC-1 financing statements for delivery into escrow prior to the closing date, with authorization to file upon confirmation of closing and initial funding.
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. Preliminary information suggests one or more wholly owned subsidiaries may exist, but confirmation is required.
(c) If material subsidiaries are identified that will serve as Guarantors under the Facility, UCC-1 financing statements should also be prepared for filing against each such subsidiary at 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 earlier than June 16, 2026.
(b) Updated search results are to be delivered to Brindoval's counsel at Broadwick & Thayer LLP as a closing deliverable under the Term Sheet.
(c) If the updated searches reveal any new filings, liens, judgments, or litigation not reflected in this preliminary memorandum, a supplemental memorandum will be prepared and circulated to the deal team.
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 searches should be conducted as part of the collateral package review. Given that Meridian's business is built on a cloud-native SaaS platform, its intellectual property portfolio — including patents (if any), trademarks, copyrights in software code, and trade secrets — may constitute a significant portion of the overall collateral value. A thorough IP lien search is essential to confirm that Brindoval's security interest in Meridian's intellectual property can be perfected on a first-priority basis.
(c) These searches and related analysis are addressed in the companion memorandum titled "Collateral Package — Key Considerations for SaaS Businesses" being prepared by Lisa Morrow. Marcus Leung will coordinate with Lisa Morrow on the timing and scope of the IP-specific searches.
(d) As a reminder, perfection of a security interest in patents and trademarks registered with the USPTO may require the filing of a notice of security interest with the USPTO in addition to the UCC-1 financing statement filing with the Delaware Secretary of State. Similar considerations apply with respect to registered copyrights and the U.S. Copyright Office. These filings should be coordinated as part of the closing mechanics.
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 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 each maintain their own indexing schedules, and there may be delays between the filing of a document and its appearance in the searchable records.
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 under a name that is insufficient to be discovered by a search under the debtor's correct legal name is seriously misleading and may be ineffective for perfection purposes. Accordingly, our searches may not have identified all filings, particularly those filed under incorrect or variant names.
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 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, 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 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 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 for reference.
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 reports — Delaware Secretary of State and Travis County, Texas (Meridian Cloud Solutions Inc.), dated April 21–22, 2026
Exhibit D: Copies of judgment search reports — Delaware Superior Court and Travis County District Court (Meridian Cloud Solutions Inc.), dated April 21–22, 2026
Exhibit E: Copies of litigation docket search reports — Travis County District Court and U.S. District Court, Western District of Texas, Austin Division (Meridian Cloud Solutions Inc.), dated April 22, 2026
Exhibit F: Copy of UCC-11 search report — Delaware Secretary of State (Solara Digital Acquisition Holdings LLC), dated April 21, 2026 [noting entity not yet formed; no results returned]
Please do not hesitate to contact me with any questions regarding the foregoing. I will continue to monitor the open action items and will circulate an updated version of this memorandum following receipt of the Master Lease Agreement from Meridian management and the filing of the Certificate of Formation for Acquisition Sub.
Marcus Leung Associate Calderwood & Harkness LLP Direct: (212) 555-0147 marcus.leung@calderwoodharkness.com
Distribution: Philip Hartmann (Partner); Lisa Morrow (Senior Associate); Matter File 1041-00002 Copies retained: Electronic — Calderwood & Harkness Document Management System (DMS No. SC-2026-04419-0037)
Item | Detail
Full Legal Name | Meridian Cloud Solutions Inc.
Entity Type | Corporation
Jurisdiction of Incorporation | State of Delaware
Delaware Secretary of State File No. | 6038472
Employer Identification Number (EIN) | 82-1647530
Headquarters Address | 450 Technology Parkway, Suite 800, Austin, TX 78759
Principal Business | Cloud-native SaaS platform providing portfolio analytics, risk reporting, investor reporting, and data aggregation tools to mid-market asset managers, registered investment advisers ("RIAs"), and family offices
Annual Recurring Revenue (LTM 12/31/2025) | $62,400,000
Adjusted EBITDA (LTM 12/31/2025) | $18,700,000
Approximate Headcount | 310 full-time equivalents
Item | Detail
Full Legal Name | Solara Digital Acquisition Holdings LLC
Entity Type | Limited Liability Company
Jurisdiction of Formation | State of Delaware
Delaware Secretary of State File No. | 7531209 (to be assigned upon filing; certificate of formation pending)
Employer Identification Number (EIN) | 93-4718206 (applied for; pending IRS assignment)
Ownership | Wholly owned subsidiary of Solara Digital Infrastructure Fund IV LP
Operations / Assets | None; newly formed acquisition vehicle
Jurisdiction | Date Ordered | Date Results Received
Delaware Secretary of State (UCC, tax lien, judgment) | April 18, 2026 | April 21, 2026
Travis County, Texas (UCC, tax lien, judgment) | April 18, 2026 | April 22, 2026
Litigation docket searches (Travis County District Court; W.D. Tex.) | April 18, 2026 | April 22, 2026
Field | Detail
Filing Number | 2023-4187625
Date Filed | September 14, 2023
Secured Party | Trident Equipment Finance LLC, 100 Riverview Drive, Suite 400, Stamford, CT 06901
Debtor | Meridian Cloud Solutions Inc.
Collateral Description | "All equipment leased by Debtor under Master Lease Agreement No. ML-2023-0491 dated September 1, 2023, including but not limited to servers, networking equipment, and related peripherals, together with all replacements, substitutions, additions, accessions, and proceeds thereof."
Status | Active; no amendments, assignments, or continuations filed
Expiration Date | September 14, 2028 (five-year lapse period under UCC § 9-515(a))
Field | Detail
Filing Number | 2020-2934816
Original Secured Party | Atlas Business Credit Corp.
Debtor | Meridian Cloud Solutions Inc.
Collateral Description | Accounts receivable and related proceeds
Date Originally Filed | On or about 2020 (exact original filing date reflected in the search report attached as Exhibit A)
Termination Filed | March 22, 2022
Status | Terminated
Search Type | Result
UCC-11 Search | No filings found (entity does not yet exist in Delaware records)
Federal Tax Lien Search | No liens found
State Tax Lien Search | No liens found
Judgment Search | No judgments found
Search Subject | Search Type | Jurisdiction | Findings
Meridian Cloud Solutions Inc. | UCC (active) | DE Secretary of State | One active filing — Trident Equipment Finance LLC, equipment lease, Filing No. 2023-4187625
Meridian Cloud Solutions Inc. | UCC (terminated) | DE Secretary of State | One terminated filing — Atlas Business Credit Corp., accounts receivable, Filing No. 2020-2934816; no action required
Meridian Cloud Solutions Inc. | UCC | Travis County, TX | No filings
Meridian Cloud Solutions Inc. | Federal tax lien | DE Secretary of State | None
Meridian Cloud Solutions Inc. | Federal tax lien | Travis County, TX | None
Meridian Cloud Solutions Inc. | State tax lien | DE | None
Meridian Cloud Solutions Inc. | State tax lien | Travis County, TX | None
Meridian Cloud Solutions Inc. | Judgment | DE Superior Court | None
Meridian Cloud Solutions Inc. | Judgment | Travis County District Court | None
Meridian Cloud Solutions Inc. | Litigation | Travis County District Court | None
Meridian Cloud Solutions Inc. | Litigation | W.D. Tex. (Austin Division) | None
Solara Digital Acquisition Holdings LLC | UCC / Tax Lien / Judgment | DE Secretary of State | No filings; entity not yet formed

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT

MEMORANDUM

Record

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Dates

Amounts