Contract analysis

Section 1: Transaction Overview Transaction Description. Solara Digital Infrastructure LP (the "Sponsor"), acting through Solara Digital Acquisition Holdings LLC (the "Borrower" or "Acquisition Sub"), 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 Merid

Section 2: Parties Borrower. Solara Digital Acquisition Holdings LLC, a Delaware limited liability company (Delaware Secretary of State File No. 7531209, to be filed in connection with the formation of the Borrower prior to the Closing Date). The Borrower is a newly formed, special-purpose entity organized for the sole purpose of consummating the Acquisition and the financing transactions contemplated hereby. The Bor

Section 3: Facility Type. Senior Secured Term Loan Facility (the "Term Loan Facility" or the "Facility"). The Term Loan Facility shall be a first-lien senior secured credit facility, ranking senior in right of payment to all subordinated indebtedness of the Borrower and the Guarantors, and secured by a first-priority perfected security interest in substantially all assets of the Borrower, the Target, and the Guaranto

Section 4: Interest Rate Interest Rate. The Term Loan shall bear interest at a rate per annum equal to Adjusted Term SOFR plus a margin of four hundred seventy-five (475) basis points (4.75%). Adjusted Term SOFR. "Adjusted Term SOFR" means, for any interest period, the per annum rate equal to Term SOFR for such interest period (as published by the CME Group Benchmark Administration Limited, or a successor administrat

Section 5: Original Issue discount Original Issue discount. The Term Loan Facility shall be issued with an original issue discount ("OID") of two percent (2.00%) of the aggregate principal amount of the Term Loan Facility. Calculation. The OID shall be calculated as follows: $200,000,000 × 2.00% = $4,000,000 Net Proceeds to Borrower. After giving effect to the OID, the net cash proceeds received by the Borrower on th

Section 6: Fees Arrangement Fee. An arrangement fee equal to one and one-half percent (1.50%) of the total commitment amount of the Term Loan Facility, calculated as follows: $200,000,000 × 1.50% = $3,000,000 The arrangement fee shall be payable by the Borrower to the Lead Arranger in immediately available funds on the Closing Date, and shall be fully earned and non-refundable upon payment. Additional terms and condi

Section 7: Maturity Maturity Date. The Term Loan Facility shall mature on the date that is seven (7) years following the Closing Date (the "Maturity Date"). Based on the targeted Closing Date of June 30, 2026, the Maturity Date is expected to be June 30, 2033. All outstanding principal, together with all accrued and unpaid interest, fees, and all other obligations of the Borrower under the Credit Agreement and the re

Section 8: Amortization Scheduled Amortization. The Term Loan shall amortize at a rate of one percent (1.0%) per annum of the original principal amount of the Term Loan Facility, payable in equal quarterly installments, as follows: Annual amortization: $200,000,000 × 1.0% = $2,000,000 Quarterly installment: $2,000,000 ÷ 4 = $500,000 Payment Dates. Scheduled amortization payments shall be due and payable on the last b

Section 9: Voluntary Prepayments Permitted Voluntary Prepayments. The Borrower may, at its option, voluntarily prepay the Term Loan in whole or in part at any time and from time to time, subject to the terms and conditions set forth below. Call Protection — First Twelve Months. Any voluntary prepayment of the Term Loan made during the first twelve (12) months following the Closing Date (the "Call Protection Period")

Section 10: Mandatory Prepayments 10.1 Asset Sales The Borrower shall prepay the Term Loan in an amount equal to one hundred percent (100%) of the net cash proceeds received by the Borrower, the Target, or any Guarantor from any asset sale or other disposition of property (whether in a single transaction or a series of related transactions), other than dispositions in the ordinary course of business, subject to the f

Section 11: Security / Collateral Collateral. All obligations of the Borrower under the Term Loan Facility, and all guarantee obligations of each Guarantor, shall be secured by a first-priority perfected security interest (subject only to Permitted Liens) in substantially all assets of the Borrower, Meridian Cloud Solutions Inc. (post-Closing), and each Guarantor, including, without limitation, the following: (a) Equ

Section 12: Guaranty 12.1 Target and Subsidiary Guaranty Meridian Cloud Solutions Inc. (post-Closing) and each of Meridian's material domestic subsidiaries (together, the "Guarantors") shall jointly and severally, unconditionally and irrevocably, guarantee the full and punctual payment and performance of all obligations of the Borrower under the Term Loan Facility, including, without limitation, all principal, intere

Section 13: Financial Covenant Springing Total Net Leverage Ratio Covenant. The Credit Agreement shall contain a single financial maintenance covenant as follows: Maximum Total Net Leverage Ratio. The Borrower shall not permit the Total Net Leverage Ratio as of the last day of any fiscal quarter to exceed 7.50 to 1.00 (7.50x), subject to the springing testing mechanism described below. Springing Testing Mechanism. Th

Section 14: Adjusted EBITDA Definition Consolidated Adjusted EBITDA. "Consolidated Adjusted EBITDA" shall mean, for any period, the Consolidated Net Income of the Borrower and its consolidated subsidiaries for such period, adjusted (without duplication) as follows: Plus: (a) interest expense (including imputed interest on capital leases and paid-in-kind interest) deducted in arriving at Consolidated Net Income; (b) i

Section 15: Negative Covenants The Credit Agreement shall contain negative covenants customary for sponsor-backed SaaS acquisition financings of this type, including, without limitation, the following: Indebtedness. The Borrower and its subsidiaries shall not create, incur, assume, or permit to exist any indebtedness, except for Permitted Debt. "Permitted Debt" shall include, subject to agreed terms, baskets, and con

Section 16: Affirmative Covenants The Credit Agreement shall contain affirmative covenants customary for transactions of this type, including, without limitation, the following: Maintenance of Existence and Properties. The Borrower and each Guarantor shall preserve, renew, and maintain in full force and effect its legal existence and good standing in its jurisdiction of organization and in each other jurisdiction whe

Section 17: Reporting Covenants The Borrower shall deliver or cause to be delivered to the Administrative Agent the following financial statements, reports, and other information: Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its consolidated subsidiaries as at the end of such fiscal year,