Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the key collateral considerations specific to the Software-as-a-Service ("SaaS") business model in connection with the proposed $200,000,000 Senior Secured Term Loan Facility (the "Facility") to be provided by Brindoval National Bank, N.A. ("Brindoval"), acting as Lead Arranger and Administrative Agent, to Solara Digital Acquisition Holdings LLC (the "

2. Deposit account control agreements ("DACAs") — the requirement for perfection by "control" under UCC Article 9, the practical timing challenges of DACA execution, and the negotiation of post-closing periods;

3. Equity pledges — the pledge hierarchy for the Borrower and its subsidiaries, the 65% limitation on foreign subsidiary equity pledges, and perfection mechanics for LLC membership interests and corporate stock;

4. Customer contract assignment restrictions — the interaction between anti-assignment clauses in SaaS subscription agreements and UCC § 9-406, and the practical implications for collateral enforcement; and

5. Excluded assets — customary collateral exclusions applicable to SaaS businesses, including immaterial intellectual property, anti-assignment license agreements, and other asset categories where the cost of perfection outweighs the benefit to the lender group. The recommendations set forth in this memorandum are designed to inform the first markup of the Draft Term Sheet, which is due to be delivered to Brindoval's

II. Intellectual Property Security Interests A. Overview of Meridian's IP Portfolio Meridian's core asset — and the principal driver of its enterprise value — is its proprietary cloud-native software platform. The platform is built on a modern technology stack and delivers portfolio analytics, risk reporting, investor reporting, and data aggregation functionality to its customer base through a web-based interface and

III. Deposit Account Control Agreements (DACAs) A. UCC Article 9 Perfection Framework Under Article 9 of the Uniform Commercial Code, a deposit account is defined as "a demand, time, savings, passbook, or similar account maintained with a bank" (UCC § 9-102(a)(29)). When a deposit account serves as original collateral (as opposed to proceeds of other collateral), perfection of a security interest in the deposit accou

IV. Equity Pledges A. Term Sheet Requirements The Draft Term Sheet requires the grant of a first-priority perfected security interest in: (a) 100% of the equity interests of each direct and indirect domestic subsidiary of the Borrower; and (b) 65% of the voting equity interests (and 100% of the non-voting equity interests) of each first-tier foreign subsidiary. This formulation is standard in sponsor-backed leveraged

V. Customer Contract Assignment Restrictions A. Nature of the Issue SaaS businesses derive substantially all of their revenue from recurring subscription agreements with customers. Meridian's $62.4 million in annualized recurring revenue ("ARR") for the trailing twelve months ended December 31, 2025, is generated from subscription contracts under which customers pay periodic fees (typically monthly or annually) for a

VI. Excluded Assets Analysis A. Overview. Although the Draft Term Sheet calls for a security interest in "substantially all assets" of the Borrower, Meridian, and the Guarantors, it is customary in leveraged finance transactions to negotiate express exclusions for certain categories of assets. These exclusions apply where the cost, administrative burden, or legal risk of granting and perfecting a security interest ou