Dear Maggie and Derek,
I hope this message finds you well. As you know, Calderwood & Harkness LLP represents Solara Digital Infrastructure LP and Solara Digital Acquisition Holdings LLC (the "Borrower") in connection with the $200,000,000 Senior Secured Term Loan Facility being arranged by Brindoval National Bank, N.A., as Administrative Agent, to finance the acquisition of Meridian Cloud Solutions Inc. (Matter No. 1041-00002).
With the due diligence period now underway (April 21 – May 30, 2026), our team is working toward the following key milestones: an execution-ready draft of the credit agreement targeted for May 22, a signing target of June 16, and a closing/funding date of June 30, 2026. To stay on track against that timeline, I have prepared the attached information request list, which captures the documents, certificates, and other information we will need from both Meridian and Solara to satisfy closing conditions under the credit agreement and prepare the closing deliverables. The request list is based on the draft closing checklist circulated to the working group last week.
**Attached Request List**
The attachment (Closing_Deliverables_Request_List_04-22-2026.xlsx) is organized in Excel table format with the following columns: (a) item number, (b) description of deliverable, (c) responsible party (Meridian or Solara, as applicable), (d) requested due date, and (e) status/notes. Items are grouped by category (Categories A through H). I have pre-populated the responsible party column based on my current understanding of who is best positioned to produce each item, but I would ask that you each review those assignments and let me know if any corrections are needed.
For ease of reference, I have summarized the key categories below.
**A. Organizational Documents (Meridian)**
We will need a certified copy of the certificate of incorporation of Meridian Cloud Solutions Inc. (DE SOS File No. 6038472), current bylaws (as amended), and organizational documents for each material domestic subsidiary of Meridian that will serve as a Guarantor under the credit facility. In addition, once the acquisition agreement has been signed, we will need board resolutions (or written consents in lieu thereof) of Meridian authorizing the guaranty, security documents, and related loan documentation.
**B. Organizational Documents (Solara / Borrower)**
On the Solara side, we will need the certificate of formation for Solara Digital Acquisition Holdings LLC (DE SOS File No. 7531209, to be filed — C&H is preparing the draft certificate of formation separately), together with the LLC agreement of the Borrower and resolutions of the sole member (Solara Digital Infrastructure Fund IV LP) authorizing the Borrower to enter into the credit agreement and related loan documents. We will also need organizational documents for Solara Digital Infrastructure LP (DE SOS File No. 7294185), Solara Digital GP LLC, and Solara Digital Infrastructure Fund IV LP, to the extent required in connection with the sponsor guaranty.
**C. Good Standing Certificates**
We will need good standing certificates (or certificates of status/existence) for Meridian from the Delaware Secretary of State and the Texas Secretary of State (given Meridian's headquarters in Austin, TX), as well as good standing certificates for each material domestic subsidiary in their respective jurisdictions of formation and qualification. For Solara Digital Acquisition Holdings LLC, we will obtain a good standing certificate from the Delaware Secretary of State after the certificate of formation has been filed.
**D. Insurance Certificates**
We will need current certificates of insurance for all property, casualty, general liability, errors & omissions, cyber liability, and other insurance policies maintained by Meridian. We will also need evidence that Brindoval National Bank, N.A., as Administrative Agent, has been (or will be at closing) named as additional insured and/or loss payee, as applicable. Additionally, we will need confirmation of D&O tail policy placement with Northvane Insurance Group Inc. and confirmation of the representations and warranties insurance policy, also with Northvane. On the R&W policy, please coordinate as needed with Richard Fontaine at Alderton Paige LLP on the acquisition side.
**E. Existing Lien Documentation**
We will need copies of all existing security agreements, UCC financing statements, and related documentation evidencing liens on Meridian's assets. As you may be aware, our preliminary UCC searches identified existing UCC-1 filings against Meridian related to equipment lease financing that will need to be terminated or subordinated at closing. We will therefore also need payoff letters and UCC-3 termination statements (or commitments to deliver same) from each existing secured party, as well as copies of any existing intercreditor or subordination agreements.
**F. Landlord Consents / Estoppels**
We will need copies of all real property leases for Meridian's offices, including the headquarters at 450 Technology Parkway, Suite 800, Austin, TX 78759, together with landlord estoppel certificates and/or consents to collateral assignment of leases, to the extent required by the security documents.
**G. Deposit Account Information**
We will need a schedule of all deposit accounts, securities accounts, and commodity accounts maintained by Meridian and its subsidiaries, including bank name, account number, account type, and approximate balance. Please also identify the operating accounts for purposes of deposit account control agreement (DACA) execution. Please note that DACAs will need to be negotiated and executed with each depository bank prior to or at closing, so early identification of these accounts is important.
**H. Additional Items**
Finally, the request list includes a number of additional items, including: a schedule of all material contracts (including SaaS customer contracts, vendor agreements, and technology license agreements) — needed for purposes of confirming the collateral package and identifying any anti-assignment provisions; a schedule of all intellectual property (patents, patent applications, registered trademarks, registered copyrights, material unregistered IP, and domain names) owned by Meridian and its subsidiaries — needed for the IP security agreement and USPTO filings; a list of all foreign subsidiaries (for purposes of confirming the 65% equity pledge of first-tier foreign subsidiaries); the most recent pre-closing capitalization table for Meridian (for coordination with acquisition counsel); copies of Meridian's audited financial statements for FY 2025 and FY 2024 (audited by Whitfield & Sable LLP, lead engagement partner Raymond Bautista), to the extent not already uploaded to the data room; a current officers' and directors' list with specimen signatures for incumbency certificates; and evidence of EIN for Meridian (EIN: 82-1647530) and Solara Digital Acquisition Holdings LLC (EIN: 93-4718206, applied for, pending IRS assignment).
**Logistics and Next Steps**
We ask that all items be provided in PDF or Word format and uploaded to the deal data room, or alternatively sent via secure email to me and Lisa Morrow. The requested due dates in the attached spreadsheet have been calibrated to allow sufficient time to prepare, review, and finalize closing deliverables in advance of our June 16 signing target and June 30 closing target.
Please review the responsible party assignments in the spreadsheet and revert with any corrections or questions at your earliest convenience. If it would be helpful, Lisa and I would be happy to schedule a brief call later this week with your respective teams to walk through the list and address any questions in real time. Please let us know your availability and we will circulate an invitation.
I would also note that additional items may be identified as the credit agreement drafting and diligence process progresses. I will circulate updated versions of the request list as needed.
Thank you both for your cooperation and anticipated prompt attention to these items. Please do not hesitate to reach out to me directly with any questions. Philip Hartmann and Lisa Morrow are also available to address any questions regarding the legal aspects of the requests.
Best regards,
Marcus Leung Associate, Banking & Finance Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, NY 10006 Direct: (212) 554-7183 Email: mleung@calderwoodharkness.com
Matter No. 1041-00002
Attachment: Closing_Deliverables_Request_List_04-22-2026.xlsx