Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze recent comparable sponsor-backed SaaS acquisition financings in order to benchmark the proposed $200,000,000 Senior Secured Term Loan Facility (the "Facility") to be provided to Solara Digital Acquisition Holdings LLC (the "Borrower"), a newly formed Delaware limited liability company and wholly owned subsidiary of Solara Digital Infrastructure Fund IV

II. Methodology and Data Sources In preparing this memorandum, we surveyed sponsor-backed SaaS acquisition financings that closed or were committed during the period from Q3 2025 (July 2025) through Q1 2026 (March 2026). This period was selected to capture the most current market conditions and to ensure that the comparable transactions reflect the prevailing lending environment for the SaaS sector as of the anticipa

1. Nuvecal Capital Group / Altius Compliance Software Inc. (closed August 2025)

2. Blackthorn Equity Partners / NovaStar Data Analytics LLC (closed October 2025)

3. Ironclad Partners Fund VI / Helix Workflow Solutions Inc. (closed December 2025)

4. Westmere Growth Capital / Pinnacle Insight Technologies Corp. (closed January 2026)

5. Sterling Oak Capital / Prism Reporting Solutions Inc. (closed February 2026) For each comparable transaction, we analyzed the following metrics and structural terms: Debt/LTM Adjusted EBITDA, Debt/ARR, SOFR spread (including SOFR floor and credit spread adjustment), OID, amortization schedule, excess cash flow ("ECF") sweep mechanics (including step-down thresholds), financial covenant structures (including spring

III. Meridian Transaction Summary — Proposed Terms Set forth below is a detailed summary of the proposed terms of the Meridian Acquisition and the Facility, as reflected in the most recent term sheet circulated by Brindoval (dated March 18, 2026) and the draft commitment letter under negotiation between the parties (most recent draft dated March 22, 2026). Borrower Solara Digital Acquisition Holdings LLC, a newly for

IV. Comparable Transaction Analysis — Tabular Summary Set forth below is a summary of the five comparable sponsor-backed SaaS acquisition financings identified through our survey methodology described in Section II. Each transaction is described individually, followed by a comparative analysis against the proposed Meridian financing. A full side-by-side comparison table is included as Appendix A. Comparable 1: Nuveca

V. Detailed Analysis — Leverage Multiples A. Debt/EBITDA Analysis The proposed 10.70x Debt/LTM Adjusted EBITDA for the Meridian financing falls within the observed range of 9.6x to 12.3x for comparable sponsor-backed SaaS acquisitions in our survey period. The median Debt/EBITDA across the five comparables is approximately 10.6x, placing the Meridian financing marginally above the midpoint of the distribution. It is

VI. Detailed Analysis — Pricing A. SOFR Spread The proposed spread for the Meridian Facility is Adjusted Term SOFR plus 475 basis points, with a SOFR floor of 1.00% and a credit spread adjustment of 10 basis points. The all-in spread (inclusive of CSA) is effectively SOFR + 485 bps, though market convention for comparison purposes focuses on the headline SOFR spread exclusive of CSA. Across the five comparable transa

VII. Detailed Analysis — Structural Terms A. Amortization All five comparable transactions and the proposed Meridian Facility feature annual amortization of 1.0% of the original principal amount of the term loan, payable in equal quarterly installments. For the Meridian Facility, this translates to annual amortization of $2,000,000 ($200,000,000 × 1.0%), or $500,000 per quarter. The 1.0% per annum amortization rate i

VIII. Key Observations and Implications for Negotiation Based on the foregoing analysis, we offer the following observations and recommendations for the Calderwood & Harkness deal team as we proceed with the commitment letter execution, credit agreement drafting, and syndication process. A. Leverage Positioning The Meridian Facility's 10.70x Debt/EBITDA is slightly above the median (10.6x) but well within the observe

IX. Conclusion Based on our comprehensive review of five comparable sponsor-backed SaaS acquisition financings from Q3 2025 through Q1 2026, we conclude that the proposed terms for the $200,000,000 Senior Secured Term Loan Facility for the acquisition of Meridian Cloud Solutions Inc. are within the market range for comparable transactions. Specifically: (a) Leverage multiples — 10.70x Debt/EBITDA and 3.21x Debt/ARR —