Contract analysis

From: Marcus Leung <mleung@calderwoodharkness.com> To: Lisa Morrow <lmorrow@calderwoodharkness.com> Cc: Philip Hartmann <phartmann@calderwoodharkness.com> Date: Sun, 19 Apr 2026 04:47:00 -0000 Subject: Internal — Review Comments on Brindoval Form Lender NDA (Syndication Participants) [Matter No. 1041-00002 / Client No. CL-081273]

I've completed my review of the form lender NDA circulated by Brindoval National Bank, N.A. (Brindoval internal deal ref: CNB-TLF-2026-0389) for execution by the anticipated syndication participants — Harborstone Capital Partners LLC and Pinnacle Ridge Credit Fund II LP. As you know, the form was circulated by Broadwick & Thayer LLP (Catherine Hartwell / James Okoro) on behalf of Brindoval in connection with the synd

**1. Scope of "Confidential Information" Definition**

The definition of "Confidential Information" in the form NDA is extremely broad. It covers all information furnished by or on behalf of the Borrower (Solara Digital Acquisition Holdings LLC), the Sponsor (Solara Digital Infrastructure LP), and the Target (Meridian Cloud Solutions Inc.) "in whatever form."

My principal concern is that the definition does not carve out any of the four standard exclusions: (a) information that is already publicly available or becomes publicly available other than through a breach of the NDA; (b) information known to the recipient prior to disclosure; (c) information independently developed by the recipient without use of or reference to the confidential information; or (d) information re

Additionally, the definition should be narrowed to cover only information provided "in connection with" the evaluation of participation in the facility, rather than all information ever exchanged between the parties. As drafted, the scope is overbroad.

That said, given the sensitivity of the information at issue — Meridian's SaaS metrics (ARR of $62.4 million, customer data, net revenue retention, churn metrics) and Solara's fund-level information (Fund IV committed capital, deployed capital, AUM) — the definition should expressly cover and protect this material. We want the carve-outs to be standard without inadvertently narrowing coverage of the most commercially

**2. Permitted Disclosure to Affiliates and Representatives**

The form NDA permits disclosure of Confidential Information to the recipient's "affiliates, directors, officers, employees, agents, advisors, and representatives" without further limitation.

The concern here is that "affiliates" is undefined. As written, the term could extend to portfolio companies, affiliated funds, or other investment vehicles managed by Harborstone or Pinnacle Ridge that may compete with or invest in companies similar to Meridian. This is not hypothetical — Harborstone Capital Partners LLC (approximately $8.2 billion AUM, focused on direct lending to sponsor-backed software companies)

(a) Define "affiliates" by reference to the recipient's direct and indirect controlling entities, not broadly to all commonly controlled entities.

(b) Add a "need-to-know" qualifier — disclosure should be permitted only to those affiliates and representatives who need the information for the purpose of evaluating participation in the facility.

(c) Require that all recipients of Confidential Information be informed of its confidential nature and agree to be bound by terms no less restrictive than those in the NDA.

**3. Non-Solicitation / Non-Hire Provisions**

The form NDA does not include any non-solicitation or non-hire provision. Given that Meridian has approximately 310 FTEs — including key technical talent (CTO Rohan Deshpande and the engineering team) — and that both syndication participants are active technology credit investors with broad portfolio company relationships, there is a meaningful risk that information obtained through diligence could be used to identif

I recommend adding a 12- to 18-month non-solicitation / non-hire covenant covering employees of Meridian Cloud Solutions Inc. whose identities or compensation information become known to the recipient through the due diligence process. This is consistent with Solara's standard practice and with the non-solicitation provisions in the purchase agreement currently being negotiated by Alderton Paige LLP (Richard Fontaine

The form NDA does not address "cleansing" — i.e., the process by which confidential information provided to syndication participants is subsequently made public (or deemed public) to avoid creating restrictions on trading or secondary market activity.

Both Harborstone and Pinnacle Ridge may wish to trade their positions post-closing in the secondary loan market. Without cleansing mechanics, they may argue they are restricted from trading or, conversely, may trade while in possession of material non-public information. Either outcome is problematic.

I recommend including a cleansing provision that:

(a) Permits the Borrower (with Solara's consent) to require public disclosure of material confidential information provided during syndication;

(b) Provides a defined cleansing period (e.g., 10 business days after closing); and

(c) Requires that until cleansing occurs, recipients are restricted from trading in securities or debt of the Borrower, Meridian, or the Sponsor.

This is particularly important given the anticipated syndication structure: Brindoval is targeting a $75 million hold position, with $50 million allocated to Harborstone, $40 million to Pinnacle Ridge, and $35 million to additional lenders yet to be identified. The secondary trading risk is real and near-term.

The form NDA requires return or destruction of Confidential Information "upon request" but does not specify a timeframe or require certification of destruction. Without a mandatory deadline and certification requirement, confidential Meridian financial data — including audited financials from Whitfield & Sable LLP, ARR data, EBITDA figures, and customer lists — could remain in the syndication participants' files inde

(a) Require return or destruction within 15 business days of a written request or, in any event, within 30 days after a participant decides not to participate in the facility;

(b) Require an officer's certificate confirming destruction; and

(c) Include a carve-out permitting retention of copies required by law, regulation, or internal compliance policies, provided such retained copies remain subject to the NDA's confidentiality obligations.

The standard exception for copies retained in automated backup systems or per regulatory requirements is acceptable.

- **Term / Duration:** The form NDA is silent on the duration of the confidentiality obligations. It should specify a confidentiality period of at least 2 years from the date of disclosure.

- **Governing Law:** The form provides for New York governing law, which is consistent with the facility documentation. No change needed.

- **No Obligation to Proceed:** The form should expressly state that disclosure of Confidential Information does not obligate either party to proceed with the syndication or any transaction. This language appears to be included, but we should verify it is mutual in scope.

- **Remedies:** The form includes a standard acknowledgment that breach may cause irreparable harm and that equitable relief (including injunctive relief) is available. This is acceptable.

Based on the foregoing, I recommend that Solara should not consent to the form NDA in its current state. The issues identified above — particularly the missing standard exclusions from the definition of Confidential Information, the undefined scope of permitted affiliate disclosures, the absence of non-solicitation protections, and the lack of cleansing mechanics — present material risks to both Meridian and Solara.

I'd propose that you prepare a redline incorporating the revisions outlined above and circulate it to Priya Vasudeva (Solara General Counsel) for review before we send it back to Brindoval / Broadwick & Thayer. I'm happy to prepare a first draft of the redline if that's helpful, or to jump on a call to discuss any of this further.

One timing note: the due diligence period is set to begin April 21, so we need to finalize the NDA promptly to avoid any delay in information sharing with the syndication participants. Can you confirm the approach and whether Philip wants to weigh in before we proceed?

Marcus Leung Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, NY 10006 mleung@calderwoodharkness.com

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