Contract analysis

I. Purpose and Background The purpose of this memorandum is to analyze the counter-markup of the term sheet received on April 4, 2026, from Broadwick & Thayer LLP, counsel to Brindoval National Bank, N.A. ("Brindoval," internal deal reference: CNB-TLF-2026-0389), to identify all remaining open points between the parties, to prioritize those open points according to their significance to the Borrower and the Sponsor,

II. Summary of Broadwick Counter-Markup — Key Responses This Section provides a high-level overview of the Broadwick counter-markup, categorizing the responses into (A) points fully accepted by Brindoval that require no further negotiation, and (B) points rejected or counter-proposed by Brindoval that remain open and are the subject of the detailed analysis in Sections III through V below. A. Points Accepted by Brind

1. Expanded Asset Sale Reinvestment Period. Brindoval accepted the borrower's request to extend the reinvestment period for net cash proceeds of asset sales from the originally proposed flat 365-day period to a 365-day initial period with a 180-day extension (for a total of up to 545 days), provided that the Borrower has entered into a binding commitment to reinvest such proceeds within the initial 365-day period. In

2. Reporting Covenant Timing. Brindoval accepted the borrower's proposed delivery periods for financial and operational reporting. The agreed-upon schedule is as follows: • Annual audited financial statements: Within 120 days of the end of each fiscal year • Quarterly unaudited financial statements: Within 60 days of the end of each fiscal quarter • Annual budget: Within 60 days of the end of each fiscal year • Month

3. Soft Call Protection. The soft call premium is confirmed at 101% (i.e., a 1.0% prepayment premium) for voluntary prepayments made during the first 12 months following the closing date, with the term loan prepayable at par thereafter. This is consistent with the borrower's markup and reflects a borrower-friendly outcome relative to the 24-month soft call periods sometimes seen in comparable facilities.

4. Maturity. The maturity date is confirmed at 7 years from the closing date, targeting a maturity of June 30, 2033. This is in line with market standards for senior secured term loan facilities in sponsor-backed SaaS acquisitions and provides a long runway for Solara to execute its value creation plan for Meridian.

5. Amortization. Annual amortization of 1.0% of the original principal amount of the term loan ($2,000,000 per year, payable in equal quarterly installments of $500,000) has been confirmed as proposed. This minimal amortization rate is consistent with covenant-lite term loan B structures and preserves cash flow for reinvestment in the business.

6. SOFR Mechanics. All SOFR-related pricing terms have been confirmed: • Applicable Rate: Adjusted Term SOFR + 475 basis points • SOFR Floor: 1.00% • Credit Spread Adjustment: 10 basis points These terms reflect the parties' agreed-upon economics and are consistent with the indicative pricing discussed during the mandate process.

7. Default Rate. The default interest rate of +200 basis points over the otherwise applicable rate has been confirmed.

8. Original Issue discount. The OID is confirmed at 2.00% of the aggregate principal amount of the term loan ($4,000,000), resulting in net proceeds to the Borrower of $196,000,000. The OID was a negotiated point during the mandate phase and has been carried forward without adjustment.

9. Governing Law and Jurisdiction. The credit documentation will be governed by the laws of the State of New York, and the parties have agreed to submit to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York. This is standard for leveraged finance transactions of this nature.

10. Springing Total Net Leverage Ratio Covenant. The financial covenant structure has been confirmed as a covenant-lite arrangement. The sole financial maintenance covenant is a springing Total Net Leverage Ratio of 7.50x, tested quarterly, but only when the revolving credit facility (if any is established) is drawn in excess of 35% of total revolving commitments. This is a critical structural feature of the transact

1. Adjusted EBITDA Add-Back Definition and Cap (Category A — Must-Have)

2. Excess Cash Flow Sweep — Netting of Voluntary Prepayments (Category A — Must-Have)

3. Reporting Covenant Flexibility — SaaS Metric Definitions (Category A — Must-Have)

4. Market Flex Caps — Spread and OID (Category B — Important but Tradeable)

5. Equity Cure Rights (Category B — Important but Tradeable)

6. Restricted Payment / Distribution Baskets (Category B — Important but Tradeable)

7. Permitted Debt — Incremental Facility Capacity (Category B — Important but Tradeable)

8. Permitted Investment Basket Sizing (Category C — Concede if Needed)

9. Affiliate Transaction Covenant — De Minimis Threshold (Category C — Concede if Needed)

10. Limitation on Restrictive Agreements — IP License Exception (Category C — Concede if Needed) Each of these items is analyzed in full below.

III. Category A — Must-Have Items (Non-Negotiable Positions for Borrower) The three items classified as Category A represent positions that are essential to the Borrower and the Sponsor. These are points on which we recommend holding firm, as they directly affect the economic and structural integrity of the facility from the borrower's perspective. Concession on any of these items would either (i) materially impair t

IV. Category B — Important but Tradeable Items The four items classified as Category B are important to the Borrower but represent areas where we have room to negotiate and, where necessary, to make concessions in exchange for Brindoval's agreement on the Category A must-have items. Our recommended approach for each Category B item is to stake out a strong initial position, negotiate toward a reasonable compromise, a

V. Category C — Points to Concede if Needed The three items classified as Category C are points where the borrower's initial position was aggressive relative to market norms for a first-lien facility at this leverage level, or where the practical impact of the concession is limited. These items are designated as concession chips — points that can be yielded early in the negotiation to build goodwill and create a cons

VI. Recommended Negotiation Strategy for April 10 Call A. Overall Approach We recommend structuring the April 10 negotiation call around the goal of resolving all material open points in a single session, or at most two sessions within the April 7–14 window, in order to maintain the April 18 target execution date for the term sheet and commitment letter. To achieve this, we recommend the following sequence: Phase 1 —