Contract analysis

I. EXECUTIVE SUMMARY This memorandum presents our analysis of the initial draft commitment letter received from Brindoval National Bank, N.A. ("Brindoval" or the "Lead Arranger"), transmitted by its outside counsel, Broadwick & Thayer LLP (lead partner: Catherine Hartwell; senior associate: James Okoro), in connection with the proposed $200,000,000 Senior Secured Term Loan Facility (the "Facility") to be extended to

II. BACKGROUND AND TRANSACTION SUMMARY A. The Sponsor Solara Digital Infrastructure LP is a Delaware limited partnership with its principal offices at 1700 Market Street, Suite 2400, Wilmington, Delaware 19801. Solara was co-founded by Viktor Strand and Nadia Okafor and is focused on growth equity and leveraged buyout investments in the digital infrastructure, cloud computing, and enterprise software sectors. Priya V

III. MARKET FLEX PROVISIONS A. Overview of Brindoval's Market Flex Rights as Drafted The commitment letter, as currently drafted, grants Brindoval, in its capacity as Sole Lead Arranger and Sole Bookrunner, the right to modify certain pricing and structural terms of the $200,000,000 Facility in order to facilitate successful syndication. These provisions — commonly referred to as "market flex" — are standard features

IV. SUNGARD CLOSING CONDITIONS AND ALIGNMENT WITH ACQUISITION AGREEMENT A. Overview of SunGard Provisions The commitment letter incorporates "SunGard" limited conditionality provisions — a market standard framework, named for the precedent-setting 2005 SunGard Data Systems leveraged buyout, that limits the conditions to funding under the commitment letter to a specified, enumerated set of conditions intended to mirro

1. Conform all conditions to funding to the acquisition agreement. Every condition to the lender's obligation to fund under the commitment letter should have a corresponding condition in the acquisition agreement that is no less favorable to the buyer than the commitment letter condition is to the borrower. Any condition in the commitment letter that does not have a corresponding condition in the acquisition agreemen

2. Narrow the regulatory approval condition. Replace the broad reference to "all regulatory approvals" with a specific reference to HSR Act clearance (if applicable) and the absence of prohibitive governmental orders, consistent with the expected acquisition agreement formulation.

3. Clarify the financial statement condition. Specify that the condition is satisfied by delivery of the existing FY 2025 and FY 2024 audited financials and the most recently available quarterly unaudited financials, with no separate bring-down audit or re-audit required.

4. Narrow the information undertaking. Cross-reference the acquisition agreement's financing cooperation covenant as the primary mechanism for information delivery and cooperation, and eliminate any stand-alone information undertaking in the commitment letter that would impose broader obligations.

5. Permit post-closing perfection. Limit the perfection condition to steps that can be completed at or prior to closing, and provide a 60-to-90-day post-closing perfection period for specified items (foreign subsidiary equity, IP filings, landlord waivers, and certain deposit account control agreements).

6. Include an express Specified Representations limitation. Include an express provision stating that the only representations the accuracy of which is a condition to funding are the "Specified Representations" (as enumerated) and the "Specified Acquisition Agreement Representations" (as defined by reference to the acquisition agreement). This is discussed further in Section V.

V. SCOPE OF SPECIFIED REPRESENTATIONS A. Brindoval's Draft Approach Under the SunGard limited conditionality framework, the accuracy of representations is a condition to funding only with respect to a defined, enumerated list of "Specified Representations." These are the representations that are so fundamental to the transaction and the lender's credit decision that their inaccuracy should excuse the lender from its

1. Strike the "all representations" condition. Delete the closing condition requiring accuracy of "all representations and warranties set forth in the Credit Agreement." Limit the representation accuracy condition to the enumerated Specified Representations and the Specified Acquisition Agreement Representations only.

2. Specify the bring-down standard. Confirm that the bring-down standard for Specified Acquisition Agreement Representations mirrors the bring-down standard for the corresponding representations in the acquisition agreement (i.e., accuracy except to the extent that any inaccuracy would not constitute a Material Adverse Effect).

3. Add customary materiality qualifiers. For each Specified Representation that is not already qualified by a materiality standard, add a "true and correct in all material respects" qualifier. This is consistent with market practice and avoids a scenario in which a minor, immaterial inaccuracy in a Specified Representation could serve as a technical basis for Brindoval to decline funding.

VI. MATERIAL ADVERSE EFFECT DEFINITION AND CARVE-OUTS A. Brindoval's Draft MAE Definition The commitment letter defines "Material Adverse Effect" (or "MAE") as: "any event, change, circumstance, occurrence, effect, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on: (a) the business, operations, assets, liabilities (including contingent li

1. Add the missing carve-outs. Add carve-outs (vii) through (xi) as described above: actions at the lender's request, seasonal fluctuations, pandemics and public health emergencies, failure to meet projections (with the underlying-cause proviso), and changes in credit/financial/capital markets.

2. Add the disproportionate impact exception. Include a provision that the general carve-outs do not apply to the extent the relevant change or condition has a disproportionately adverse effect on Meridian relative to similarly situated companies in the SaaS/technology industry.

3. Align the MAE definition with the acquisition agreement. Implement either the cross-reference approach or the parallel language approach described above, in coordination with Alderton Paige LLP.

4. Test the MAE only as of the closing date. Ensure that the MAE condition is tested only as of the closing date — not as of the commitment letter date or any interim date. The current draft is ambiguous on this point, referencing events that have occurred "since December 31, 2025." We recommend clarifying that the MAE condition looks to changes since December 31, 2025 that have had or would reasonably be expected to

VII. COMMITMENT LETTER EXPIRATION AND EXTENSION MECHANICS A. Expiration Date and Calculation The commitment letter provides that the commitment will expire 45 calendar days following the execution date. Based on the target execution date of April 18, 2026, the calculated expiration date is June 2, 2026. The target closing and funding date for the Acquisition and the Facility is June 30, 2026. This means that, under t

VIII. COMPARISON TO RECENT SPONSOR-BACKED SaaS COMMITMENT LETTERS A. Methodology. To assess the market positioning of the Brindoval commitment letter, we reviewed five comparable sponsor-backed SaaS acquisition commitment letters from Q3 2025 through Q1 2026. The comparables were selected based on the following criteria: (a) each involved the leveraged acquisition of a SaaS or cloud-based software company by a financ

IX. FEE LETTER CROSS-REFERENCE The commitment letter should be read in conjunction with the fee letter (the "Fee Letter"), which is being executed simultaneously and sets forth the economic terms of Brindoval's arrangement and underwriting compensation. The Fee Letter provides for the following fees: After giving effect to the OID at the base level of 2.00%, net proceeds to the borrower from the $200,000,000 Facility

X. SUMMARY OF RECOMMENDATIONS AND PRIORITY A. Must-Have Items (Non-Negotiable) The following items are critical to prot