Contract analysis

Section 1: Transaction Overview Transaction Description Solara Digital Infrastructure LP (the "Sponsor"), acting through Solara Digital Acquisition Holdings LLC (the "Borrower"), a newly formed Delaware limited liability company and wholly owned subsidiary of Solara Digital Infrastructure Fund IV LP ("Fund IV"), will acquire one hundred percent (100%) of the outstanding equity interests of Meridian Cloud Solutions In

Section 2: Sources and Uses Sources of Funds The Acquisition and related transactions will be financed through the following sources: The equity contribution from Fund IV represents approximately 41.3% of the total enterprise value of Meridian, reflecting a substantial equity cushion supporting the credit structure. In addition, the parties note that Jason Tremblay, a founder and key executive of Meridian, is expecte

Section 3: Parties Borrower Solara Digital Acquisition Holdings LLC, a newly formed Delaware limited liability company (anticipated Delaware Secretary of State File No. 7531209, to be filed prior to closing), wholly owned by Solara Digital Infrastructure Fund IV LP. The Borrower has been organized for the sole purpose of effecting the Acquisition and will serve as the primary obligor under the Credit Agreement and re

Section 4: Facility Terms 4.1 Type of Facility Senior Secured Term Loan Facility (the "Facility" or the "Term Loan"). The Facility is structured as a single-tranche senior secured term loan, with the entire principal amount to be drawn in a single advance on the Closing Date. The Facility will rank senior in right of payment and lien priority to all other indebtedness of the Borrower and the Guarantors, subject only

Section 5: Interest Rate and Fees 5.1 Interest Rate The Term Loan shall bear interest, at the election of the Borrower, at one of the following rates: SOFR-Based Rate Option Benchmark Rate: Adjusted Term SOFR (the forward-looking term rate based on the Secured Overnight Financing Rate, as published by CME Group Benchmark Administration Limited or any successor administrator designated by the Federal Reserve Bank of N

Section 6: Amortization and Repayment 6.1 Scheduled Amortization The Term Loan shall amortize in an amount equal to one percent (1.0%) per annum of the original aggregate principal amount of the Term Loan ($200,000,000), resulting in scheduled annual amortization payments of Two Million Dollars ($2,000,000), payable in equal quarterly installments of Five Hundred Thousand Dollars ($500,000) each. The first quarterly

Section 7: Leverage Metrics (Indicative) The following leverage metrics are provided for indicative purposes only, based on the financial information provided by the Sponsor with respect to Meridian's LTM performance as of December 31, 2025, and are subject to confirmatory due diligence, adjustment, and final determination in connection with the closing of the Facility: The Administrative Agent and the Lenders acknow

Section 8: Collateral 8.1 Security Interest The obligations of the Borrower under the Credit Agreement and related loan documents shall be secured by a first-priority perfected security interest (subject only to customary permitted liens) in substantially all assets of the Borrower, Meridian Cloud Solutions Inc. (post-closing, upon consummation of the Acquisition), and each Guarantor. The security interests shall be

Section 9: Financial Covenants 9.1 Springing Total Net Leverage Ratio The Credit Agreement shall include a single financial maintenance covenant, structured as a springing Total Net Leverage Ratio covenant, as follows: Covenant Level: The Borrower shall not permit the Total Net Leverage Ratio, as of the last day of any fiscal quarter in which the covenant is required to be tested, to exceed 7.50 to 1.00. Testing Freq

Section 10: Negative Covenants The Credit Agreement shall contain negative covenants that are customary for sponsor-backed SaaS acquisition financings of this type, which shall restrict the Borrower and its restricted subsidiaries from taking certain actions without the prior written consent of the Required Lenders (or, in certain cases, the Administrative Agent). The negative covenants shall be subject to customary

Section 11: Affirmative Covenants The Credit Agreement shall contain affirmative covenants that are customary for sponsor-backed SaaS acquisition financings of this type, imposing obligations on the Borrower and its restricted subsidiaries throughout the term of the Facility. The following is a summary of the anticipated affirmative covenants: 11.1 Financial Reporting The Borrower shall deliver to the Administrative

Section 12: Representations and Warranties The Credit Agreement shall contain representations and warranties by the Borrower and each Guarantor that are customary for sponsor-backed SaaS acquisition financings of this type, made as of the Closing Date and (with respect to certain representations and warranties) as of the date of each borrowing (if applicable) and on other specified dates. The following is a summary o

Section 13: Events of Default The Credit Agreement shall contain customary events of default (each, an "Event of Default") for sponsor-backed SaaS acquisition financings of this type. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the direction of the Required Lenders shall, declare all outstanding obligations under the Credit Agreement to be immediately du