Contract analysis

Section 1: Parties 1.1 Borrower. Solara Digital Acquisition Holdings LLC, a Delaware limited liability company and newly formed wholly owned subsidiary of Solara Digital Infrastructure Fund IV LP. Employer Identification Number (EIN): 93-4718206 (applied for; pending assignment by the Internal Revenue Service) Delaware Secretary of State File No.: 7531209 (Certificate of Formation to be filed prior to closing) The Bo

Section 2: Transaction Overview 2.1 Purpose. The proceeds of the Senior Secured Term Loan Facility shall be used for the following purposes: (a) To finance, in part, the acquisition by the Borrower (directly or indirectly through one or more wholly owned subsidiaries) of 100% of the outstanding equity interests of Meridian Cloud Solutions Inc. from its existing shareholders, including: (i) Ashford Ventures Partners L

Section 3: Facility Terms 3.1 Facility Type Senior Secured Term Loan Facility (the "Term Loan" or the "Facility"). 3.2 Facility Amount $200,000,000 (Two Hundred Million Dollars). 3.3 Availability. The Term Loan shall be available in a single drawing on the closing date. No portion of the Term Loan that is repaid or prepaid may be re-borrowed. 3.4 Maturity. The Term Loan shall mature on the date that is seven (7) year

Section 4: Interest Rate 4.1 Applicable Rate The Term Loan shall bear interest at a rate per annum equal to: Adjusted Term SOFR + 475 basis points (4.75%) where "Adjusted Term SOFR" means the forward-looking term rate based on the Secured Overnight Financing Rate published by the CME Group (or a successor administrator) for the applicable interest period, plus the SOFR Credit Spread Adjustment set forth in Section 4.

Section 5: Amortization 5.1 Scheduled Amortization The Term Loan shall amortize at a rate of 1.0% per annum of the original principal amount of the Term Loan ($200,000,000), payable in equal quarterly installments as follows: Quarterly Amortization Payment: $500,000 Annual Amortization: $2,000,000 ($200,000,000 × 1.0%) Payment Dates: Last business day of each fiscal quarter, commencing with the first full fiscal quar

Section 6: Voluntary Prepayment 6.1 Call Protection Voluntary prepayments of the Term Loan made during the first twelve (12) months following the closing date shall be subject to a prepayment premium equal to 1.0% of the principal amount prepaid (i.e., a "soft call" of 101% of par). 6.2 After Call Protection Period Following the expiration of the twelve-month soft call period described in Section 6.1 above, the Term

Section 7: Mandatory Prepayments 7.1 Asset Sale Proceeds The Borrower shall apply 100% of net cash proceeds from asset sales or other dispositions of property (whether by sale, transfer, lease, or otherwise) outside the ordinary course of business to the mandatory prepayment of the Term Loan. Annual Basket: No mandatory prepayment shall be required with respect to asset sale proceeds received during any fiscal year t

Section 8: Original Issue discount 8.1 OID. The Term Loan shall be issued at an original issue discount ("OID") of 2.00% of the aggregate principal amount of the Term Loan. Aggregate Principal Amount: $200,000,000 OID: 2.00% Dollar Amount of OID: $4,000,000 Net Proceeds to Borrower: $196,000,000 The OID shall be deducted from the gross proceeds of the Term Loan at the time of funding on the closing date. For the avoi

Section 9: Fees 9.1 Arrangement Fee An arrangement fee equal to 1.50% of the total commitment amount shall be payable to Brindoval National Bank, N.A. in its capacity as Lead Arranger and Sole Bookrunner. Total Commitment Amount: $200,000,000 Arrangement Fee Rate: 1.50% Dollar Amount: $3,000,000 Payment: Due and payable in full on the closing date, non-refundable and not subject to set-off or counterclaim 9.2 Structu

Section 10: Conditions Precedent to Closing 10.1 Conditions. The obligation of the Lenders to fund the Term Loan on the closing date shall be subject to the satisfaction (or waiver by the Administrative Agent and the Required Lenders) of each of the following conditions precedent: (a) Definitive Documentation. Execution and delivery by all parties thereto of the definitive credit agreement and all ancillary loan docu

Section 11: Collateral 11.1 Security Interest The obligations under the credit agreement and the other loan documents shall be secured by a first-priority perfected security interest (subject only to Permitted Liens, as to be defined in the credit agreement) in substantially all assets of the Borrower, Meridian Cloud Solutions Inc., and each Guarantor (collectively, the "Collateral"). 11.2 Collateral Categories The C

Section 12: Financial Covenant 12.1 Springing Total Net Leverage Ratio The credit agreement shall contain a single financial maintenance covenant in the form of a Maximum Total Net Leverage Ratio of 7.50x, tested as follows: Testing Frequency: Quarterly, as of the last day of each fiscal quarter. Springing Trigger: The financial covenant shall be tested only when any revolving credit facility (if and to the extent a

Section 13: EBITDA Definition and Add-Backs 13.1 Adjusted EBITDA For purposes of this term sheet and the definitive credit agreement, "Consolidated Adjusted EBITDA" shall mean, for any measurement period, Consolidated Net Income for such period, plus (to the extent deducted in calculating Consolidated Net Income and without duplication) the sum of the following: (a) Non-cash charges, losses, and expenses, including s

Section 14: Sponsor Guaranty 14.1 Guarantor. Solara Digital Infrastructure LP shall provide a limited recourse guaranty in favor of the Administrative Agent and the Lenders with respect to certain specified obligations of the Borrower and the other Loan Parties (the "Sponsor Guaranty"). 14.2 Scope of Guaranteed Obligations The Sponsor Guaranty shall be limited in scope to losses, liabilities, damages, and expenses ar

Section 15: Negative Covenants 15.1 General. The credit agreement shall contain negative covenants customary for sponsor-backed SaaS acquisition financing transactions, restricting the Borrower and its subsidiaries from engaging in certain actions without the prior consent of the Required Lenders (or, in certain cases, the Administrative Agent), subject to customary baskets, thresholds, and exceptions as shall be set

Section 16: Market Flex Provisions Pursuant to the terms of the commitment letter (and subject to the limitations set forth therein), Brindoval National Bank, N.A., in its capacity as Lead Arranger and Sole Bookrunner, retains the right to adjust the pricing, structure, and terms of the Term Loan facility in order to facilitate a successful syndication of the facility to third-party lenders (the "Market Flex"). The M

Section 17: Reporting Covenants 17.1 Annual Audited Financial Statements The Borrower shall deliver to the Administrative Agent (for distribution to the Lenders) audited consolidated financial statements of the Borrower and its subsidiaries for each fiscal year, within 120 days of the end of such fiscal year. Such financial statements shall include a consolidated balance sheet, consolidated statements of income, cash

Section 18: Representations and Warranties The credit agreement shall contain customary representations and warranties to be made by the Borrower and each Guarantor on the closing date and, to the extent specified in the credit agreement, on the date of each subsequent delivery of financial statements or other reports. The representations and warranties shall include, without limitation, the following: (a) Existence,

Section 19: Events of Default The credit agreement shall contain customary events of default, including without limitation the following: (a) Non-Payment. Failure to pay (i) any principal of the Term Loan when due (no grace period), (ii) any interest on the Term Loan within five (5) business days after the date when due, or (iii) any fee or other amount payable under the loan documents within five (5) business days a

Section 20: Assignments and Participations 20.1 Lender Assignments Each Lender may assign all or a portion of its rights and obligations under the credit agreement to one or more assignees, subject to the following conditions: (a) Borrower Consent. Assignments shall require the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned, or delayed), provided that the Borrower's c