Contract analysis

From: Lisa Morrow <lmorrow@calderwoodharkness.com> To: Catherine Hartwell <chartwell@broadwickthayer.com> Cc: James Okoro <jokoro@broadwickthayer.com> Subject: Solara / Meridian — Borrower's Markup of Commitment Letter; Summary of Principal Comments

On behalf of our client, Solara Digital Acquisition Holdings LLC (the "Borrower"), we are transmitting the Borrower's markup of the commitment letter (the "Commitment Letter") from Brindoval National Bank, N.A. in its capacity as Sole Lead Arranger, Sole Bookrunner, and Administrative Agent for the proposed $200,000,000 senior secured term loan facility in connection with the acquisition of Meridian Cloud Solutions I

Please find attached as **commitment-letter-borrower-markup-redline.docx** our redline against the initial draft of the Commitment Letter circulated by Broadwick & Thayer on behalf of Brindoval on April 7. The markup should be read in conjunction with the final form term sheet that the parties are working toward executing on April 18, 2026; a number of our comments are designed to conform the Commitment Letter to the

Set forth below is a summary of our principal comments. We are, of course, happy to discuss any of these in further detail.

**1. Material Adverse Effect Definition — Narrowing**

The MAE definition in the Brindoval initial draft is, in our view, considerably broader than market for sponsor-backed SaaS acquisition financings of this nature. The Borrower's markup requests significant narrowing through the addition of customary carve-outs for: (i) general economic or financial market conditions; (ii) conditions generally affecting the SaaS or technology industry; (iii) changes in applicable law

**2. Market Flex Provisions — Alignment with Term Sheet Agreement**

The Brindoval initial draft retains market flex caps of +50 basis points on the interest rate spread and +50 basis points on OID. This does not reflect the compromise reached during our April 10 call (in which Philip Hartmann, Catherine Hartwell, James Okoro, Thomas Wilder, Sandra Fleischer, Priya Vasudeva, Derek Raines, and I participated). As agreed, market flex should be capped at +37.5 basis points on the spread

**3. Closing Conditions — Conformity with Acquisition Agreement / Limited Conditionality**

The Borrower's markup insists on a "SunGard"-style limited conditionality framework, consistent with market practice for certain funds acquisition financings. Conditions to Brindoval's funding obligation should be limited to: (i) execution and delivery of the definitive credit agreement and related loan documents; (ii) the substantially simultaneous closing of the acquisition of 100% of the outstanding equity of Meri

We have limited the "specified representations" — i.e., those representations whose accuracy is a condition to funding — to those customary for sponsor-backed SaaS acquisition financings. The specified representations should include only: (i) organizational existence; (ii) power and authority; (iii) due authorization and no conflicts; (iv) governmental approvals; (v) execution and enforceability of loan documents; (v

**5. Information Undertaking — Tightening**

The Commitment Letter as drafted requires the Borrower to deliver "all information reasonably requested" by Brindoval prior to closing. We have narrowed this undertaking to require delivery only of information that is (i) reasonably necessary for Brindoval to complete syndication of the facility (including the anticipated syndication to Harborstone Capital Partners LLC, which has provided a preliminary indication at

**6. Commitment Letter Expiration / Extension Mechanics**

The Borrower's markup confirms the 45-day expiration period (i.e., June 2, 2026, assuming execution on April 18, 2026). However, given that the target closing date for the acquisition is June 30, 2026, the timeline between the Commitment Letter expiration and closing is tight. The Borrower proposes an automatic 15-day extension (to June 17, 2026) if, as of the initial expiration date, all conditions to closing have b

Calderwood & Harkness is separately delivering a markup of the fee letter, which covers the 1.50% arrangement fee ($3,000,000), the $500,000 structuring fee, and the 2.00% OID ($4,000,000). Certain fee-related provisions in the Commitment Letter should be conformed to the fee letter once the parties have reached agreement on the fee letter terms. For your reference, the Borrower's principal comments on the fee letter

Our markup includes the following conforming and housekeeping changes:

- Correcting entity references throughout to refer to Solara Digital Acquisition Holdings LLC (the Borrower), rather than to Solara Digital Infrastructure LP (the sponsor), in several places where the Brindoval draft uses the incorrect entity; - Conforming key economic terms to the final term sheet — specifically, the commitment amount ($200,000,000), pricing (Adjusted Term SOFR + 475 bps), SOFR floor (1.00%), credit

As noted, the Borrower is targeting execution of the term sheet, the Commitment Letter, and the fee letter by **April 18, 2026**. We would welcome the opportunity to schedule a call to walk through the markup if you or Brindoval would find it helpful. Please let James and me know if you have any questions or if you would like to propose a time for discussion. Philip Hartmann is also available for any partner-level di

Thank you, and we look forward to your response.

**Lisa Morrow** Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, NY 10006 Direct: (212) 558-7241 Email: lmorrow@calderwoodharkness.com