Contract analysis

I. INTRODUCTORY PARAGRAPH AND RECITALS Solara Digital Acquisition Holdings LLC ("you" or the "Borrower"), a Delaware limited liability company and a newly formed wholly owned subsidiary of Solara Digital Infrastructure Fund IV LP ("Fund IV"), has advised Brindoval National Bank, N.A. ("Brindoval," "we," "us," the "Commitment Party," or the "Lead Arranger") that it intends to consummate the Acquisition (as defined bel

II. THE TRANSACTION A. Description of the Acquisition Solara Digital Infrastructure LP ("Solara" or the "Sponsor"), a Delaware limited partnership, acting through the Borrower, will acquire (the "Acquisition") one hundred percent (100%) of the outstanding equity interests of Meridian Cloud Solutions Inc. ("Meridian" or the "Target"), a Delaware corporation, from the Target's existing shareholders, including Ashford V

III. COMMITMENT A. Commitment Amount and Roles Subject to the terms and conditions set forth in this Commitment Letter (including the Term Sheet), Brindoval National Bank, N.A. hereby commits to provide the entire Two Hundred Million Dollar ($200,000,000) Term Loan Facility to the Borrower on the Closing Date. Brindoval's initial commitment hereunder is $200,000,000, representing a full underwrite of the Facility. In

IV. CONDITIONS PRECEDENT TO FUNDING A. General Conditions The commitment of Brindoval to fund the Term Loan Facility on the date of closing (the "Closing Date") is subject to the satisfaction (or written waiver by Brindoval in its sole discretion) of each of the conditions set forth in this Section IV. Except as expressly set forth in this Section IV and in the Term Sheet, there are no other conditions (whether impli

1. Organizational Documents and Good Standing. Certificates of formation, limited liability company agreements, certificates of incorporation, bylaws, or similar organizational documents (as applicable) for the Borrower, Meridian (post-closing), and each Guarantor, together with certificates of good standing (or the equivalent) from the applicable jurisdiction of organization for each such entity, dated within thirty

2. Secretary's / Authorized Person's Certificates. Secretary's or authorized person's certificates for the Borrower and each Guarantor, certifying (A) the organizational documents of such entity, (B) resolutions duly adopted by the governing body of such entity authorizing the execution, delivery, and performance of the Loan Documents to which it is a party, and (C) the incumbency and specimen signatures of the offic

3. Executed Loan Documents. Executed counterparts of each of the Loan Documents, duly authorized, executed, and delivered by each party thereto.

4. Solvency Certificate. A solvency certificate executed by the chief financial officer of the Borrower (or, if no chief financial officer has been appointed as of the Closing Date, by the chief financial officer of the Sponsor or an authorized officer of the Borrower designated by the Sponsor), in form reasonably satisfactory to the Administrative Agent, certifying that, after giving pro forma effect to the Transact

5. Legal Opinions. Legal opinions from (A) counsel to the Borrower and the Guarantors (expected to be Calderwood & Harkness LLP or Alderton Paige LLP) covering customary matters, including due authorization, enforceability of the Loan Documents, and no conflicts, under the laws of the State of New York and the State of Delaware, and (B) local counsel in any other jurisdictions reasonably requested by the Administrati

6. Evidence of Insurance. Evidence that the Borrower, Meridian, and each Guarantor maintain insurance coverage (including property, casualty, and commercial general liability insurance) in form and amount consistent with the requirements set forth in the Term Sheet, with the Administrative Agent named as additional insured and loss payee (or mortgagee, as applicable) on each such policy, together with lender's loss p

7. Perfected Security Interests. Evidence of perfected, first-priority security interests in the Collateral (as defined in the Term Sheet), including: (A) UCC-1 financing statements in proper form for filing with the Delaware Secretary of State (with respect to the Borrower and Meridian, each organized in Delaware) and in such other jurisdictions as the Administrative Agent shall require; (B) filings with the United

8. Lien Searches. Results of UCC lien searches, federal and state tax lien searches, and judgment lien searches in each applicable jurisdiction, confirming that no prior liens, encumbrances, or security interests exist with respect to the assets of the Borrower, Meridian, or any Guarantor, other than Permitted Liens (as defined in the Term Sheet).

9. Payment of Fees and Expenses. Payment in full of all fees and expenses due and payable on the Closing Date, including the arrangement fee, the structuring fee, and the original issue discount (collectively, as set forth in the Fee Letter), and all reasonable and documented out-of-pocket legal fees and expenses of Broadwick & Thayer LLP, as counsel to Brindoval, incurred in connection with the Transactions through

10. Funds Flow Memorandum. A funds flow memorandum in form reasonably satisfactory to the Administrative Agent, setting forth the sources and uses of funds on the Closing Date, wire transfer instructions for all parties, and the application of the proceeds of the Term Loan Facility.

11. Patriot Act / Beneficial Ownership Information. All documentation and other information required under the USA PATRIOT Act, the Bank Secrecy Act, and other applicable "know your customer" and anti-money laundering laws and regulations, including a completed Certification Regarding Beneficial Owners of Legal Entity Customers for the Borrower and each Guarantor.

12. Payoff of Existing Indebtedness. Evidence of the termination and repayment in full (or arrangements reasonably satisfactory to the Administrative Agent for such termination and repayment) of all existing indebtedness of Meridian and its subsidiaries, including the release of any existing UCC filings, security interests, or other liens related to equipment lease financing or other credit facilities, together with

I. No Default No Default or Event of Default (as such terms will be defined in the Credit Agreement) shall have occurred and be continuing on the Closing Date, or would result from the funding of the Term Loan Facility or the consummation of the Transactions. J. Limitation on Conditions The parties hereto hereby acknowledge and agree that the conditions to funding set forth in this Section IV and in the Term Sheet ar

V. FEES AND EXPENSES A. Fees Reference is made to the Fee Letter of even date herewith between Brindoval and the Borrower (attached hereto as Exhibit B), which sets forth the fees payable to Brindoval in connection with the arrangement and funding of the Facility. A summary of such fees is set forth below: (i) Arrangement Fee: An arrangement fee equal to 1.50% of the total commitment amount of the Term Loan Facility

VI. MARKET FLEX PROVISIONS A. Pricing Flex Brindoval reserves the right (the "Flex Right"), in its sole discretion, to make the following adjustments to the pricing terms of the Facility if Brindoval determines in good faith that such changes are advisable to ensure the successful syndication of the Facility to Additional Lenders on terms reasonably satisfactory to Brindoval: (i) Interest Rate Spread Increase. Brindo

VII. SYNDICATION A. Syndication Efforts Brindoval will manage all aspects of the syndication of the Facility in its capacity as Sole Lead Arranger and Sole Bookrunner, including, without limitation: (i) the identification, selection, and approval of prospective Additional Lenders and syndication participants, subject to the Borrower's consent right with respect to the identity of each Additional Lender (such consent

VIII. INFORMATION A. Information Covenant The Borrower represents, warrants, and covenants to Brindoval that: (a) All written information (other than projections, estimates, and forward-looking information) that has been or will be provided by or on behalf of the Borrower, the Sponsor, the Target, or any of their respective affiliates to Brindoval or any Additional Lender in connection with the Transactions or the sy

IX. INDEMNIFICATION A. Scope The Borrower and the Sponsor (jointly and severally; provided that the Sponsor's liability under this Section IX shall be subject to the limitations set forth in the Term Sheet regarding the Sponsor Guaranty) agree to indemnify and hold harmless Brindoval, each of its affiliates, and their respective directors, officers, employees, advisors, agents, and controlling persons (each, an "Inde

X. TERMINATION AND EXPIRATION A. Expiration Date This Commitment Letter (and Brindoval's commitment to fund the Facility hereunder) shall expire at 5:00 p.m. (New York City time) on the date that is forty-five (45) days after the date of execution of this Commitment Letter by both parties (the "Expiration Date"), which, assuming execution on April 18, 2026, would be June 2, 2026. If the Closing Date has not occurred

XI. CONFIDENTIALITY A. Obligations This Commitment Letter, including the Term Sheet and the Fee Letter, is confidential and, except as set forth below, may not be disclosed by the Borrower, the Sponsor, or any of their respective affiliates to any person without the prior written consent of Brindoval. Notwithstanding the foregoing, this Commitment Letter (and the contents hereof) may be disclosed: (i) to the officers

XII. GOVERNING LAW AND JURISDICTION A. Governing Law This Commitment Letter and any claim, controversy, or dispute arising under or related to this Commitment Letter (including, without limitation, any claims sounding in contract law or tort law) shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof (other than Sections 5-140

XIII. MISCELLANEOUS PROVISIONS A. Amendments and Waivers No amendment, modification, supplement, or waiver of any provision of this Commitment Letter, and no consent to any departure by any party from any provision hereof, shall be effective unless such amendment, modification, supplement, waiver, or consent is in writing and signed by each of the parties hereto. Any such waiver or consent shall be effective only in

XIV. ACCEPTANCE AND SIGNATURE BLOCKS If the foregoing accurately sets forth our agreement, please indicate your acceptance of the terms and conditions of this Commitment Letter (including the Term Sheet and the Fee Letter) by executing and returning counterparts of this Commitment Letter, the Term Sheet, and the Fee Letter to the undersigned at the address set forth above no later than 5:00 p.m. (New York City time)