Contract analysis

I. Executive Summary and Purpose This memorandum identifies the key negotiation points arising from our review of the initial term sheet (the "Term Sheet") received from Brindoval National Bank, N.A. ("Brindoval" or the "Lender") on March 21, 2026, transmitted via Broadwick & Thayer LLP ("Lender's Counsel"), in connection with the proposed $200,000,000 Senior Secured Term Loan Facility (the "Facility") to be provided

II. Issue-by-Issue Analysis and Recommended Positions Issue 1: EBITDA Add-Back Definitions and Pro Forma Adjustments A. Description of Brindoval's Proposed Terms

Section 4(a) of the Brindoval Term Sheet defines "Adjusted EBITDA" using a formulation generally consistent with market convention: net income, adjusted for interest expense, income taxes, depreciation and amortization, with add-backs for (i) restructuring charges, (ii) non-cash stock-based compensation expense, (iii) transaction costs and expenses incurred in connection with the Acquisition and related financings, (

1. Add-Back Cap. Propose an aggregate add-back cap of 25% of LTM Adjusted EBITDA (before giving effect to the add-backs being capped), calculated on a trailing twelve-month basis. This cap should apply to discretionary and projected add-backs (synergies, cost savings, run-rate adjustments) but should not apply to (x) non-cash charges (which are unlimited by their nature), (y) actual, documented transaction and integr

2. Defined Add-Back Categories. Include express add-backs for the following categories: (i) non-recurring transaction, financing, and integration costs and expenses incurred in connection with the Acquisition and any Permitted Acquisition; (ii) non-cash stock-based compensation expense (uncapped); (iii) cost savings, synergies, and operating expense reductions projected in good faith by the management of the Borrower

3. Pro Forma Adjustments. Pro forma adjustments should be permitted for any acquisition, disposition, or investment consummated, contractually committed, or for which a binding letter of intent has been executed during or after the applicable measurement period and on or prior to the date of determination. The pro forma calculation should give full effect to the transaction as if it had been consummated on the first

4. Synergy Realization Period. Codify a 24-month realization period for projected cost savings and synergies (the Brindoval Term Sheet is silent on this point, and we should establish the standard now). D. Market Context Our review of comparable SaaS acquisition financings in the 2025–2026 vintage indicates that add-back caps between 20% and 30% of LTM EBITDA are the prevailing market standard. Within our sample of f

Section 6(b) of the Term Sheet sets forth the permitted indebtedness framework, which includes carve-outs for the following categories: (i) existing indebtedness of MCS and its subsidiaries, to be scheduled at closing; (ii) capital leases and purchase money indebtedness, capped at $5,000,000 in the aggregate at any time outstanding; (iii) a general permitted indebtedness basket of $7,500,000; (iv) intercompany indebt

1. General Permitted Indebtedness Basket. Increase the general basket to the greater of (x) $15,000,000 and (y) 7.5% of LTM Adjusted EBITDA (as calculated for the most recently ended four fiscal quarter period for which financial statements have been delivered). At closing, this would result in an effective basket of approximately $15,000,000 (since 7.5% of $18,700,000 is approximately $1,403,000, which is below the

2. Incremental Term Loan Facility. Include a provision permitting the Borrower to incur additional first-lien pari passu term loans (and, at the Borrower's option, revolving credit commitments) in an aggregate principal amount not to exceed the sum of: (a) a "free-and-clear" amount equal to the greater of $30,000,000 and 100% of LTM Adjusted EBITDA (no leverage test required); plus (b) an unlimited amount, subject to

3. Builder Basket. Add a cumulative builder basket permitting the application of retained Excess Cash Flow — defined as cumulative ECF not subject to the mandatory ECF sweep — to investments, restricted payments, or voluntary debt repayment. The builder basket should be cumulative from the Closing Date and should carry forward unused capacity from prior periods.

4. MFN Protection. Any incremental term loan with an effective yield (including margin, OID, SOFR floor, and upfront fees) that is more than 50 basis points higher than the effective yield on the initial term loan shall trigger a corresponding step-up in the margin on the initial term loan to an amount that is 50 basis points below the effective yield on such incremental term loan. This MFN protection should be subje

5. Permitted Lien Baskets. Conforming adjustments should be made to the permitted lien baskets to reflect the increased general basket and incremental facility capacity described above. D. Market Context Incremental facility capacity is a standard feature in sponsor-backed SaaS term loan documentation and is present in all five of the comparable transactions reviewed in Section III below. Free-and-clear incremental t

Section 7(c) of the Term Sheet provides for mandatory prepayment of the term loan from Excess Cash Flow ("ECF") as follows: • 50% of ECF for each fiscal year, stepping down to 25% if the Total Net Leverage Ratio ("TNL") as of the last day of such fiscal year is less than or equal to 4.50x, and stepping down further to 0% if TNL is less than or equal to 3.50x. • The first ECF sweep is applicable to the fiscal year end

1. Step-Down Thresholds. Request revised step-down levels as follows: • 50% of ECF if TNL is greater than 6.00x; • 25% of ECF if TNL is less than or equal to 6.00x but greater than 4.50x; and • 0% of ECF if TNL is less than or equal to 4.50x. At these revised thresholds, the first step-down (from 50% to 25%) becomes achievable within approximately 2 to 3 years if Meridian's EBITDA growth trajectory continues at rates

2. Voluntary Prepayment Netting. Include a provision reducing the ECF sweep obligation dollar-for-dollar by any voluntary prepayments of the term loan (and any other first-lien pari passu indebtedness) made by the Borrower during the applicable fiscal year. Voluntary prepayments credited against a prior year's ECF sweep obligation should not also be credited against a subsequent year's obligation (i.e., no double-cou

3. Working Capital Adjustment. Include net change in working capital as a component of the ECF definition. Specifically, ECF should be reduced by any increase in net working capital and increased by any decrease in net working capital during the applicable fiscal year, with "net working capital" defined as current assets (excluding cash and cash equivalents) minus current liabilities (excluding the current portion of

4. De Minimis Threshold. No ECF sweep shall be required for any fiscal year in which the calculated ECF amount (after giving effect to voluntary prepayment netting and the working capital adjustment) is less than $1,000,000.

5. Payment Timing. The ECF sweep payment shall be due within 10 business days after the date on which audited financial statements for the applicable fiscal year are required to be delivered (i.e., within 10 business days after the 120-day deadline, resulting in a payment deadline of approximately 130 days after fiscal year-end). This provides the Borrower with sufficient time to calculate the ECF amount, apply volun

Section 7(b) of the Term Sheet provides that 100% of net cash proceeds from any asset sale (defined to include any sale, transfer, or other disposition of assets outside the ordinary course of business) shall be applied to prepay the term loan, subject to (i) a $2,500,000 annual de minimis basket (below which no mandatory prepayment is required) and (ii) reinvestment rights permitting the Borrower to reinvest such pr

1. Reinvestment Period Extension. Request a reinvestment period of 365 days from receipt of net cash proceeds, plus an additional 180-day extension if the Borrower has entered into a binding agreement, board-approved capital expenditure plan, or other binding commitment to reinvest the proceeds prior to the expiration of the initial 365-day period, for a total potential reinvestment window of 545 days.

2. Increased De Minimis Basket. Increase the annual de minimis basket from $2,500,000 to $5,000,000, below which no mandatory prepayment is required regardless of reinvestment.

3. Exclusions from Mandatory Prepayment. Exclude the following categories of proceeds from the mandatory prepayment requirement: (i) proceeds from dispositions of obsolete, surplus, or worn-out equipment, furniture, or fixtures, in each case in the ordinary course of business; (ii) casualty insurance proceeds and condemnation awards below $2,000,000 per event or series of related events, provided such proceeds are ap

Section 8 of the Term Sheet provides for a covenant-lite structure with respect to the term loan, subject to a springing Total Net Leverage Ratio maintenance covenant set at 7.50x. The springing covenant is tested on a quarterly basis, but only when a revolving credit facility (if any is added to the Facility structure) is drawn in excess of 35% of aggregate revolving commitments as of the last day of the applicable

1. Trigger Threshold. If an RCF is added to the Facility structure (whether through market flex or otherwise), the trigger threshold for testing the springing covenant should be no lower than 35% of aggregate RCF commitments (as proposed), and should be measured as of the last day of each fiscal quarter.

2. Excluded Amounts. Clarify that the following amounts are excluded from the "drawn" calculation for purposes of determining whether the trigger threshold has been breached: (i) undrawn letters of credit, (ii) cash collateralized letters of credit, and (iii) swing line loans repaid within three business days. Only actual revolving credit borrowings outstanding as of the last day of the fiscal quarter should be inclu

3. Equity Cure Right. Include an equity cure right (as described in Issue 8 below) that would apply to any breach of the springing financial covenant, permitting the sponsor to cure the breach through an equity contribution to the Borrower.

4. EBITDA Calculation. Covenant testing should be based on Adjusted EBITDA with the full benefit of all add-backs and pro forma adjustments described in Issue 1 above, including the 25% add-back cap, the 24-month synergy realization period, and pro forma treatment of acquisitions and dispositions.

5. Cure Period. Include a provision that no Event of Default shall be deemed to have occurred solely by reason of a breach of the springing financial covenant until the earlier of (x) 10 business days after the Borrower becomes aware of such breach and (y) 10 business days after the delivery of financial statements for the applicable fiscal quarter, during which period the Borrower may exercise its equity cure right.

1. Spread Flex Cap. Request that the spread flex be capped at +25 basis points (rather than +50 bps), resulting in a maximum all-in spread of Adjusted Term SOFR + 500 bps (plus the 10 bps CSA, for a total of SOFR + 510 bps).

2. OID Flex Cap. Request that the OID flex be capped at +25 basis points additional (rather than +50 bps), resulting in a maximum OID of 2.25% ($4,500,000).

3. Combined Yield Flex Cap (Alternative). As an alternative to separate caps on spread and OID flex, propose a cap on total yield flex of +50 basis points (combining spread and OID on an equivalent basis). This formulation gives Brindoval allocation flexibility — it may apply the 50 bps to spread, OID, or a combination thereof — while limiting the total incremental cost to the Borrower. We believe this alternative ma

4. Structural Flex Consent. Any structural flex modification — including but not limited to (i) the addition of a revolving credit facility, (ii) an increase in amortization above 1.0% per annum, (iii) the addition of financial maintenance covenants beyond the springing TNL covenant, or (iv) modification of the collateral package or guaranty structure — should require the prior written consent of the Borrower (not to

5. Sunset. The flex provisions should automatically terminate and be of no further force or effect upon the completion of the initial syndication of the Facility (i.e., the date on which Brindoval has sold down to its target hold position). Post-syndication repricing should be addressed, if at all, through the standard amendment and modification provisions of the credit agreement. D. Market Context Market flex caps v

Section 9 of the Term Sheet sets forth the reporting requirements applicable to the Borrower, which include: • Annual Audited Financial Statements. Within 120 days after the end of each fiscal year, audited consolidated financial statements of the Borrower and its subsidiaries, prepared in accordance with GAAP and accompanied by an unqualified audit opinion from a nationally recognized independent accounting firm. •

1. Define "ARR." Include an express definition of "Annual Recurring Revenue" or "ARR" in the Term Sheet (and, ultimately, in the credit agreement): the annualized value of all active, contracted recurring subscription revenue as of the applicable measurement date, calculated by multiplying the monthly recurring subscription revenue for the most recently completed calendar month by 12. The definition should expressly

2. Limit "Key SaaS Metrics" to a Defined List. Replace the open-ended reference to "key SaaS metrics" with a closed and enumerated list of the following metrics: (i) Annual Recurring Revenue (as defined); (ii) Net Revenue Retention Rate (defined as the ARR at the end of a given period from the cohort of customers that were active at the beginning of such period, divided by the ARR from such cohort at the beginning of

3. Monthly Reporting Cadence. Request that monthly SaaS metrics be delivered within 45 days after the end of each calendar month (rather than 30 days), and on an "information only" basis. The "information only" designation is important: it means that the SaaS metrics are provided for the lenders' information and monitoring purposes, but that the failure to deliver the metrics (or the content of the metrics) does not

4. Annual Audited Financials. Accept the 120-day delivery timeline as proposed. Whitfield & Sable LLP, which serves as Meridian's independent auditor, has confirmed its ability to meet this timeline.

5. Quarterly Unaudited Financials. Accept the 60-day delivery timeline as proposed.

6. Annual Budget. Request an extension from 60 days to 75 days after the end of each fiscal year, to accommodate the sponsor's board review and approval process. D. Market Context The inclusion of defined SaaS metric reporting obligations is an increasingly common feature of leveraged finance documentation for SaaS credits. The trend in the market is toward defined, closed-list reporting — particularly in syndicated

1. Cure Mechanism. Solara Digital Infrastructure LP, or any of its affiliates (including Fund IV, any parallel fund, or any co-investment vehicle), shall have the right to contribute cash equity to the Borrower (whether as a direct capital contribution or as a purchase of equity interests in the Borrower) in an amount sufficient to cure any breach of the springing Total Net Leverage Ratio covenant. The proceeds of su

2. Frequency Limitations. (i) The equity cure right may not be exercised more than two (2) times in any period of four (4) consecutive fiscal quarters. (ii) The equity cure right may not be exercised more than five (5) times in the aggregate over the life of the Facility.

3. No Over-Cure. The amount of any equity cure contribution shall not exceed the minimum amount necessary to achieve compliance with the Total Net Leverage Ratio for the applicable test period. Any excess contribution shall not be counted for purposes of calculating Adjusted EBITDA.

4. Cure Period. The equity cure contribution must be received by the Borrower within 10 business days after the date on which financial statements for the applicable fiscal quarter are required to be delivered pursuant to the reporting covenants. This provides the sponsor with a reasonable window to assess the financial results, determine the cure amount, and arrange for the capital contribution.

5. Effect of Cure. A test period for which an equity cure contribution is made and compliance is achieved shall not constitute an Event of Default and shall not trigger any cross-default under any other agreement or instrument. The Borrower shall be deemed to have been in compliance with the financial covenant for such test period from the outset, as if the breach had not occurred.

6. No Rollover. Equity cure contributions made for a particular test period shall not be applied to cure any breach in a subsequent test period. D. Market Context Equity cure rights are a standard feature of sponsor-backed leveraged finance documentation. In our review of five comparable SaaS acquisition financings (Section III), four of the five included equity cure provisions. The 2-in-4 / 5-total structure (no mor

Section 5 of the Term Sheet provides that the Facility will be secured by a first-priority perfected security interest in substantially all assets of the Borrower, Meridian, and each Guarantor (collectively, the "Loan Parties"), including without limitation: (i) 100% of the equity interests of each direct and indirect domestic subsidiary; (ii) 65% of the equity interests of each first-tier foreign subsidiary; (iii) a