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Contract analysis / call-notes-april-10-negotiation.docx
call-notes-april-10-negotiation.docx
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1. Call Details
Standard
⚑ Commercial term
1. Call Details Date and Time: April 10, 2026, 2:00 p.m. – 3:45 p.m. (Eastern) Format: Video conference (Northgate Data Systems; link hosted by Brindoval National Bank, N.A.) Purpose: The purpose of the call was to negotiate and resolve open points remaining on the draft term sheet for the $200,000,000 Senior Secured Term Loan Facility (the "Facility") to be provided by Brindoval National Bank, N.A. ("Brindoval"), as
2. Participants
2. Participants The following individuals participated in the call: Calderwood & Harkness LLP (Borrower's Counsel — Financing): • Philip Hartmann, Responsible Partner, Banking & Finance • Lisa Morrow, Lead Associate, Banking & Finance • Marcus Leung, Working Associate, Banking & Finance (listen-only / notetaking capacity) Broadwick & Thayer LLP (Lender's Counsel): • Catherine Hartwell, Partner, Finance & Lending • Ja
3. Agenda Items Discussed
3. Agenda Items Discussed Consistent with the April 8 Agenda circulated by Lisa Morrow, the following six principal topics were addressed during the call:
1. Adjusted EBITDA Definition and Add-Back Cap
1. Adjusted EBITDA Definition and Add-Back Cap
2. Excess Cash Flow Sweep Mechanics
2. Excess Cash Flow Sweep Mechanics
4. Reporting Covenants (SaaS-Specific Metrics)
4. Reporting Covenants (SaaS-Specific Metrics)
5. Collateral Package (Intellectual Property and Deposit Accounts)
5. Collateral Package (Intellectual Property and Deposit Accounts)
6. Timeline to Execution by April 18, 2026
6. Timeline to Execution by April 18, 2026 Each of these items is discussed in detail below, together with the positions advanced by each side, the resulting resolution or agreement in principle, and the associated action items.
4. Discussion and Resolutions by Topic
Medium
⚑ Notice / time limit to track
4. Discussion and Resolutions by Topic 4.1 Adjusted EBITDA Definition and Add-Back Cap Borrower's Position (Calderwood & Harkness / Solara). Calderwood & Harkness's second markup requested that the EBITDA add-back cap be set at 25% of trailing twelve-month ("LTM") Adjusted EBITDA, inclusive of run-rate cost savings, synergies, and pro forma adjustments customary for sponsor-backed SaaS acquisition financings. Philip
5. Summary of Agreed Resolutions
5. Summary of Agreed Resolutions The following table summarizes the resolutions reached during the call, together with key terms that were confirmed as unchanged from prior agreed positions:
6. Open Items and Action Items
6. Open Items and Action Items The following action items were identified during the call. All deadlines are as agreed among the parties: Note: Viktor Strand, Managing Partner of Solara Digital Infrastructure LP, has been identified as the authorized signatory for the term sheet and commitment letter on behalf of Solara and Acquisition Holdings. Priya Vasudeva confirmed that Mr. Strand's signature authority had been
7. Next Steps
7. Next Steps Following the conclusion of the call at approximately 3:45 p.m. (Eastern), the parties confirmed the following next steps:
1. Revised Term Sheet. Broadwick & Thayer will turn the revised term sheet by April 14, 2
1. Revised Term Sheet. Broadwick & Thayer will turn the revised term sheet by April 14, 2026, reflecting all resolutions described in this memorandum. The revised term sheet will be circulated in both clean and redline format against Broadwick's April 4 counter-markup.
2. Calderwood & Harkness Review. Calderwood & Harkness will provide a final review of the
Standard
⚑ Commercial term
2. Calderwood & Harkness Review. Calderwood & Harkness will provide a final review of the revised term sheet, commitment letter, and fee letter and communicate any remaining comments to Broadwick & Thayer by April 15, 2026. It is the expectation of both counsel that any remaining comments will be limited in scope and capable of resolution without an additional call.
3. Parallel Workstreams. The following parallel workstreams will be advanced concurrently
Medium
⚑ Confidentiality undertaking
3. Parallel Workstreams. The following parallel workstreams will be advanced concurrently with the term sheet finalization process: (a) Commitment Letter and Fee Letter. The commitment letter and fee letter are to be finalized concurrently with the term sheet, with Broadwick & Thayer incorporating the agreed market flex and OID provisions and Calderwood & Harkness reviewing and confirming the limited conditionality a
4. Due Diligence. Following execution of the term sheet and commitment letter on April 18
4. Due Diligence. Following execution of the term sheet and commitment letter on April 18, 2026, the due diligence process will commence on April 21, 2026, with a target completion date of May 30, 2026. Sandra Fleischer will circulate a comprehensive due diligence request list by April 21.
5. Credit Agreement Drafting. Credit agreement drafting will be led by Broadwick & Thayer
5. Credit Agreement Drafting. Credit agreement drafting will be led by Broadwick & Thayer, with an execution-ready draft targeted for circulation by May 22, 2026. Calderwood & Harkness will provide a first-pass markup within 10 business days of receipt.
6. Client Updates. Philip Hartmann will send a weekly status update to Priya Vasudeva and
6. Client Updates. Philip Hartmann will send a weekly status update to Priya Vasudeva and Viktor Strand commencing following the distribution of this memorandum. Weekly updates will cover the status of term sheet execution, due diligence, credit agreement drafting, syndication, and any other material developments.
8. Confidentiality Notice
Medium
⚑ Notice / time limit to track
8. Confidentiality Notice PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum has been prepared by Calderwood & Harkness LLP for internal use in connection with its representation of Solara Digital Infrastructure LP and Solara Digital Acquisition Holdings LLC in the matter referenced above (Matter No. 1041-00002; Client No. CL-081273). This memorandum constitutes attorney work product prepared in anti