1041-00002 · Solara Digital Infrastructure LP · Closing Deliverables

draft-closing-checklist.xlsx DOCUMENT M&A / Corporate

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[sheet: Cover]

Field	Value
Transaction	$200,000,000 Senior Secured Term Loan Facility
Borrower	Solara Digital Acquisition Holdings LLC
Sponsor	Solara Digital Infrastructure LP
Target	Meridian Cloud Solutions Inc.
Administrative Agent / Lead Arranger	Brindoval National Bank, N.A.
Borrower's Counsel (Financing)	Calderwood & Harkness LLP
Lender's Counsel	Broadwick & Thayer LLP
Acquisition Counsel (Borrower)	Alderton Paige LLP
Seller's Counsel	Kerrigan Ross & Associates LLP
Target Closing Date	June 30, 2026
Governing Law	State of New York
C&H Matter No.	1041-00002
C&H Client No.	CL-081273
Brindoval Deal Reference	CNB-TLF-2026-0389
Prepared By	Marcus Leung / Lisa Morrow
Date of Checklist	Preliminary — April 2026
Status	DRAFT — Subject to revision as documentation progresses

[sheet: Closing Checklist]

Item No.

CATEGORY 1: CREDIT AGREEMENT AND ANCILLARY LOAN DOCUMENTS

1.1	Credit Agreement	Credit Agreement among Solara Digital Acquisition Holdings LLC, as Borrower, the Guarantors party thereto, Brindoval National Bank, N.A., as Administrative Agent, and the Lenders party thereto	Calderwood & Harkness LLP / Broadwick & Thayer LLP	Execution-ready draft: May 22, 2026; Signing: June 16, 2026	Not yet started	To be drafted by Broadwick & Thayer; C&H to markup on behalf of Borrower
1.2	Credit Agreement	Schedules and Exhibits to the Credit Agreement (including form of compliance certificate, form of assignment and assumption, form of borrowing notice)	Calderwood & Harkness LLP / Broadwick & Thayer LLP	With credit agreement	Not yet started
1.3	Credit Agreement	Executed Term Sheet — Final Agreed Form (April 18, 2026)	Calderwood & Harkness LLP	April 18, 2026	In Progress	Target execution April 18, 2026
1.4	Credit Agreement	Executed Commitment Letter — Final Agreed Form (April 18, 2026)	Calderwood & Harkness LLP	April 18, 2026	In Progress	Brindoval commitment of $200,000,000; expires June 2, 2026
1.5	Credit Agreement	Executed Fee Letter (arrangement fee: 1.50% / $3,000,000; structuring fee: $500,000; OID: 2.00% / $4,000,000)	Calderwood & Harkness LLP / Broadwick & Thayer LLP	April 18, 2026	In Progress	Confidential; net proceeds to Borrower: $196,000,000
1.6	Credit Agreement	Promissory Notes (if requested by any Lender)	Broadwick & Thayer LLP	At closing	Not yet started	To be issued to Brindoval National Bank, N.A., Harborstone Capital Partners LLC, Pinnacle Ridge Credit Fund II LP, and any additional syndication lenders as applicable

CATEGORY 2: SECURITY DOCUMENTS

2.1	Security Documents	Security Agreement — granting first-priority perfected security interest in substantially all assets of Borrower, Meridian Cloud Solutions Inc., and each Guarantor (accounts receivable, equipment, IP, deposit accounts, general intangibles)	Calderwood & Harkness LLP / Broadwick & Thayer LLP	At closing	Not yet started	Collateral includes all assets; see collateral memo for exclusions analysis
2.2	Security Documents	Pledge Agreement — pledge of 100% of equity interests in Meridian Cloud Solutions Inc. and each domestic subsidiary; 65% of equity interests of first-tier foreign subsidiaries	Calderwood & Harkness LLP / Broadwick & Thayer LLP	At closing	Not yet started	Equity pledge by Borrower of Meridian equity; by Meridian of subsidiary equity
2.3	Security Documents	Intellectual Property Security Agreement — covering software, patents, trademarks, copyrights, and related IP rights of Meridian Cloud Solutions Inc. and Guarantors	Calderwood & Harkness LLP	At closing	Not yet started	Required filings with USPTO for recorded patents/trademarks
2.4	Security Documents	Deposit Account Control Agreements (DACAs) — for each material deposit account of Borrower, Meridian, and Guarantors	Calderwood & Harkness LLP / Borrower / Meridian	At closing	Not yet started	Identify all material operating accounts; coordinate with depository banks
2.5	Security Documents	Securities Account Control Agreements (if applicable)	Calderwood & Harkness LLP	At closing	Not yet started	To be confirmed based on Meridian's investment accounts
2.6	Security Documents	Landlord Waivers / Consents (for material leased locations)	Calderwood & Harkness LLP / Meridian	At or promptly after closing	Not yet started	Meridian HQ: 450 Technology Parkway, Suite 800, Austin, TX 78759; confirm other material locations
2.7	Security Documents	Intercompany Subordination Agreement (if intercompany notes exist)	Calderwood & Harkness LLP / Broadwick & Thayer LLP	At closing	Not yet started	To be confirmed during diligence

CATEGORY 3: UCC AND IP FILINGS

3.1	UCC Filings	UCC-1 Financing Statement — Borrower (Solara Digital Acquisition Holdings LLC) — filed with Delaware Secretary of State	Calderwood & Harkness LLP	At closing	Not yet started	Filing jurisdiction: Delaware SOS; Borrower DE File No. 7531209 (to be filed)
3.2	UCC Filings	UCC-1 Financing Statement — Meridian Cloud Solutions Inc. — filed with Delaware Secretary of State	Calderwood & Harkness LLP	At closing	Not yet started	Filing jurisdiction: Delaware SOS; Meridian DE File No. 6038472
3.3	UCC Filings	UCC-1 Financing Statements — each Guarantor subsidiary (as applicable) — filed in applicable jurisdictions	Calderwood & Harkness LLP	At closing	Not yet started	Subsidiaries to be identified during diligence
3.4	UCC Filings	UCC-3 Termination Statements — termination of existing UCC-1 filings against Meridian (equipment lease financing)	Kerrigan Ross & Associates LLP / Seller	At closing	Not yet started	Existing UCC-1 filings identified in preliminary lien search; must be terminated or subordinated at closing
3.5	UCC Filings	IP Filings — Recordation of security interests with USPTO (patents and trademarks)	Calderwood & Harkness LLP	At or promptly after closing	Not yet started	Coordinate with IP security agreement
3.6	UCC Filings	IP Filings — Recordation of security interests with U.S. Copyright Office (if registered copyrights)	Calderwood & Harkness LLP	At or promptly after closing	Not yet started	To be confirmed based on IP diligence

CATEGORY 4: ORGANIZATIONAL DOCUMENTS AND CERTIFICATES — BORROWER

4.1	Org Docs — Borrower	Certificate of Formation of Solara Digital Acquisition Holdings LLC — filed with Delaware Secretary of State (File No. 7531209)	Calderwood & Harkness LLP	Prior to closing	Draft	EIN: 93-4718206 (applied for; pending IRS assignment)
4.2	Org Docs — Borrower	Limited Liability Company Agreement of Solara Digital Acquisition Holdings LLC (fully executed)	Calderwood & Harkness LLP / Alderton Paige LLP	At closing	Not yet started
4.3	Org Docs — Borrower	Secretary's / Authorized Person's Certificate of Borrower — certifying certificate of formation, LLC agreement, resolutions authorizing the Term Loan Facility and related loan documents, and incumbency of authorized signatories	Calderwood & Harkness LLP	At closing	Draft	Signatories to include Viktor Strand
4.4	Org Docs — Borrower	Resolutions of Solara Digital Acquisition Holdings LLC — authorizing execution of Credit Agreement, Security Documents, and related loan documents; authorizing borrowing; designating authorized signatories	Calderwood & Harkness LLP	At closing	Not yet started
4.5	Org Docs — Borrower	Good Standing Certificate — Solara Digital Acquisition Holdings LLC — Delaware Secretary of State	Calderwood & Harkness LLP	Within 5 business days of closing	Not yet started
4.6	Org Docs — Borrower	Good Standing Certificate — Solara Digital Acquisition Holdings LLC — each state of qualification (if any)	Calderwood & Harkness LLP	Within 5 business days of closing	Not yet started	To be confirmed

CATEGORY 5: ORGANIZATIONAL DOCUMENTS AND CERTIFICATES — SPONSOR

5.1	Org Docs — Sponsor	Certificate of Limited Partnership of Solara Digital Infrastructure LP — Delaware Secretary of State (File No. 7294185)	Calderwood & Harkness LLP	At closing	Not yet started	EIN: 84-3291057
5.2	Org Docs — Sponsor	Limited Partnership Agreement of Solara Digital Infrastructure LP (or relevant excerpts)	Calderwood & Harkness LLP	At closing	Not yet started	To extent required for sponsor guaranty
5.3	Org Docs — Sponsor	Certificate of Formation / Operating Agreement of Solara Digital GP LLC (general partner)	Calderwood & Harkness LLP	At closing	Not yet started	General partner of Solara; formed in Delaware
5.4	Org Docs — Sponsor	Resolutions / Consent of Solara Digital GP LLC authorizing execution of Sponsor Guaranty and related documents	Calderwood & Harkness LLP	At closing	Not yet started	Limited recourse guaranty
5.5	Org Docs — Sponsor	Good Standing Certificate — Solara Digital Infrastructure LP — Delaware Secretary of State	Calderwood & Harkness LLP	Within 5 business days of closing	Not yet started
5.6	Org Docs — Sponsor	Incumbency Certificate of Sponsor — identifying authorized signatories (Viktor Strand, Nadia Okafor)	Calderwood & Harkness LLP	At closing	Not yet started

CATEGORY 6: ORGANIZATIONAL DOCUMENTS AND CERTIFICATES — MERIDIAN (TARGET / GUARANTOR)

6.1	Org Docs — Meridian	Certificate of Incorporation of Meridian Cloud Solutions Inc. — Delaware Secretary of State (File No. 6038472)	Kerrigan Ross & Associates LLP / Meridian	At closing	Not yet started	EIN: 82-1647530
6.2	Org Docs — Meridian	Bylaws of Meridian Cloud Solutions Inc. (as amended)	Kerrigan Ross & Associates LLP / Meridian	At closing	Not yet started
6.3	Org Docs — Meridian	Secretary's Certificate of Meridian — certifying organizational documents, board resolutions authorizing guaranty and security documents, and incumbency of officers (Jason Tremblay — CEO; Margaret Cho — CFO; Rohan Deshpande — CTO)	Calderwood & Harkness LLP / Meridian	At closing	Not yet started	Post-closing guarantor
6.4	Org Docs — Meridian	Board Resolutions of Meridian Cloud Solutions Inc. — authorizing execution of Guaranty, Security Agreement, Pledge Agreement, IP Security Agreement, and related documents	Calderwood & Harkness LLP / Meridian	At closing	Not yet started
6.5	Org Docs — Meridian	Good Standing Certificate — Meridian Cloud Solutions Inc. — Delaware Secretary of State	Calderwood & Harkness LLP / Meridian	Within 5 business days of closing	Not yet started
6.6	Org Docs — Meridian	Good Standing Certificate — Meridian Cloud Solutions Inc. — Texas Secretary of State (headquarters in Austin, TX)	Calderwood & Harkness LLP / Meridian	Within 5 business days of closing	Not yet started
6.7	Org Docs — Meridian	Good Standing Certificates — Meridian Cloud Solutions Inc. — each other state of qualification	Calderwood & Harkness LLP / Meridian	Within 5 business days of closing	Not yet started	States to be confirmed during diligence

CATEGORY 7: ORGANIZATIONAL DOCUMENTS — GUARANTOR SUBSIDIARIES

7.1	Org Docs — Guarantor Subs	Organizational Documents of each material domestic subsidiary of Meridian (certificates of formation/incorporation, operating agreements/bylaws)	Calderwood & Harkness LLP / Meridian	At closing	Not yet started	Subsidiary list to be confirmed during diligence; each material domestic subsidiary is a Guarantor
7.2	Org Docs — Guarantor Subs	Resolutions of each Guarantor subsidiary authorizing guaranty and security documents	Calderwood & Harkness LLP / Meridian	At closing	Not yet started
7.3	Org Docs — Guarantor Subs	Secretary's / Authorized Person's Certificates of each Guarantor subsidiary	Calderwood & Harkness LLP / Meridian	At closing	Not yet started
7.4	Org Docs — Guarantor Subs	Good Standing Certificates — each Guarantor subsidiary in jurisdiction of formation and material qualification states	Calderwood & Harkness LLP / Meridian	Within 5 business days of closing	Not yet started

CATEGORY 8: LEGAL OPINIONS

8.1	Legal Opinions	Legal Opinion of Calderwood & Harkness LLP (Borrower's Counsel) — covering due authorization, execution, enforceability, no conflicts, perfection of security interests (NY law and DE law matters)	Calderwood & Harkness LLP	At closing	Not yet started	To be addressed to Brindoval National Bank, N.A. as Administrative Agent, and the Lenders
8.2	Legal Opinions	Legal Opinion of Alderton Paige LLP (as may be required) — covering Borrower and Sponsor entity-level matters (DE law)	Alderton Paige LLP	At closing	Not yet started	To be confirmed; may be combined with C&H opinion or separate
8.3	Legal Opinions	Local Counsel Opinion(s) — if required for Guarantor subsidiaries organized outside Delaware or New York	To be identified	At closing	Not yet started	Jurisdictions to be confirmed based on subsidiary analysis
8.4	Legal Opinions	Legal Opinion of Borrower's Counsel — UCC / perfection opinion (Delaware)	Calderwood & Harkness LLP	At closing	Not yet started	Covers UCC filings in Delaware for Borrower and Meridian

CATEGORY 9: OFFICER'S CERTIFICATES AND COMPLIANCE DOCUMENTS

9.1	Officer's Certificates	Officer's Certificate of Borrower — certifying accuracy of representations and warranties in Credit Agreement, no default or event of default, satisfaction of conditions precedent	Solara Digital Acquisition Holdings LLC	At closing	Not yet started	To be signed by Viktor Strand or authorized officer
9.2	Officer's Certificates	Officer's Certificate of Meridian — certifying accuracy of representations and warranties, no default	Meridian Cloud Solutions Inc.	At closing	Not yet started	Post-acquisition; signed by authorized officer
9.3	Officer's Certificates	Solvency Certificate — delivered by CFO of Borrower or Sponsor, certifying solvency of Borrower and its subsidiaries on a consolidated basis after giving effect to the transaction and the incurrence of the term loan	Derek Raines (Solara CFO) or Margaret Cho (Meridian CFO)	At closing	Not yet started	Standard form to be attached to Credit Agreement
9.4	Officer's Certificates	Compliance Certificate — initial compliance certificate demonstrating compliance with springing Total Net Leverage Ratio covenant (7.50x) as of closing date (pro forma)	Borrower	At closing	Not yet started	Closing leverage: ~10.70x Debt/EBITDA; covenant only tested if RCF drawn >35%

CATEGORY 10: LIEN SEARCHES AND PAYOFF / RELEASE DOCUMENTS

10.1	Lien Searches	UCC Lien Search Results — Meridian Cloud Solutions Inc. — Delaware Secretary of State	Calderwood & Harkness LLP	Prior to closing (updated within 30 days)	In Progress	Preliminary search completed; existing UCC-1 filings identified (equipment lease financing)
10.2	Lien Searches	UCC Lien Search Results — Meridian Cloud Solutions Inc. — Travis County, Texas	Calderwood & Harkness LLP	Prior to closing (updated within 30 days)	In Progress	Preliminary search completed
10.3	Lien Searches	UCC Lien Search Results — Solara Digital Acquisition Holdings LLC — Delaware Secretary of State	Calderwood & Harkness LLP	Prior to closing	In Progress	Newly formed entity; expect clean results
10.4	Lien Searches	Federal and State Tax Lien Searches — Meridian Cloud Solutions Inc. — Delaware and Texas	Calderwood & Harkness LLP	Prior to closing	In Progress
10.5	Lien Searches	Judgment and Litigation Searches — Meridian Cloud Solutions Inc. — Delaware and Texas	Calderwood & Harkness LLP	Prior to closing	In Progress
10.6	Lien Searches	IP Search — USPTO (patents and trademarks recorded against Meridian)	Calderwood & Harkness LLP	Prior to closing	Not yet started	Confirm no prior IP liens
10.7	Payoff / Release	Payoff Letter(s) — existing indebtedness of Meridian (equipment lease financing and any other outstanding debt to be repaid at closing)	Kerrigan Ross & Associates LLP / Meridian	At closing	Not yet started	Coordinate with UCC-3 termination statements (Item 3.4)
10.8	Payoff / Release	Lien Release Documentation — releases of all existing liens on Meridian assets to be delivered at closing	Kerrigan Ross & Associates LLP / Meridian	At closing	Not yet started

CATEGORY 11: INSURANCE

11.1	Insurance	Evidence of Insurance — Meridian Cloud Solutions Inc. and subsidiaries — general liability, property, cyber/tech E&O, workers' compensation, and other required coverages	Meridian / Borrower	At closing	Not yet started	Certificates to name Brindoval National Bank, N.A. as Administrative Agent as additional insured / loss payee as applicable
11.2	Insurance	Representations and Warranties Insurance Policy — issued by Northvane Insurance Group Inc.	Alderton Paige LLP / Solara	At closing (acquisition condition)	Not yet started	R&W insurance for the acquisition; coordinate with acquisition counsel
11.3	Insurance	D&O Tail Insurance Policy — issued by Northvane Insurance Group Inc.	Alderton Paige LLP / Solara	At closing (acquisition condition)	Not yet started	Tail coverage for pre-closing D&O liability of Meridian

CATEGORY 12: FUNDS FLOW AND FINANCIAL MATTERS

12.1	Funds Flow	Funds Flow Memorandum — detailing all payments at closing, including: (i) purchase price of $315,000,000 to selling shareholders (Ashford Ventures Partners LLC, Jason Tremblay, management/employees — net of Tremblay rollover of $20,000,000), (ii) transaction fees and expenses of $12,000,000, (iii) $3,000,000 cash to Meridian balance sheet, (iv) payoff of existing Meridian debt, (v) OID of $4,000,000 (net loan proceeds of $196,000,000), (vi) arrangement fee of $3,000,000 to Brindoval, (vii) structuring fee of $500,000 to Brindoval	Calderwood & Harkness LLP / Velthorn Stanton Advisory LLC	At closing	Not yet started	Total sources: $330,000,000 ($200M term loan + $130M Fund IV equity). Total uses: $330,000,000 ($315M purchase price + $12M fees/expenses + $3M cash to balance sheet). All amounts to be reconciled prior to closing.
12.2	Funds Flow	Wire Transfer Instructions — Borrower, Brindoval (Administrative Agent), each selling shareholder, payoff lender(s), and third-party fee recipients	All parties	Prior to closing	Not yet started
12.3	Funds Flow	Evidence of Equity Contribution — confirmation that Solara Digital Infrastructure Fund IV LP has funded the $130,000,000 equity contribution to Borrower	Solara / Calderwood & Harkness LLP	At closing	Not yet started	Fund IV committed capital: $1,650,000,000; deployed: ~$740,000,000 as of March 2026
12.4	Funds Flow	Evidence of Jason Tremblay Rollover — confirmation of $20,000,000 equity rollover into Acquisition Sub	Alderton Paige LLP / Solara	At closing	Not yet started	Reduces cash payable to Tremblay from ~$88,200,000 to ~$68,200,000

CATEGORY 13: EVIDENCE OF ACQUISITION CLOSING

13.1	Acquisition Closing	Executed Stock Purchase Agreement (or Merger Agreement) — among Solara Digital Acquisition Holdings LLC, Meridian Cloud Solutions Inc., and the selling shareholders (including Ashford Ventures Partners LLC)	Alderton Paige LLP (Borrower) / Kerrigan Ross & Associates LLP (Seller)	At or prior to facility closing	Not yet started	Enterprise value: $315,000,000 (~16.84x LTM Adjusted EBITDA of $18,700,000)
13.2	Acquisition Closing	Officer's Certificate confirming satisfaction of acquisition closing conditions	Borrower	At closing	Not yet started
13.3	Acquisition Closing	Bring-Down of Representations and Warranties under Acquisition Agreement	Alderton Paige LLP	At closing	Not yet started
13.4	Acquisition Closing	Evidence of absence of Material Adverse Effect with respect to Meridian	Borrower / Meridian	At closing	Not yet started	As defined in commitment letter and credit agreement
13.5	Acquisition Closing	Copies of all acquisition ancillary documents (escrow agreements, non-compete agreements, employment agreements, transition services agreements, if any)	Alderton Paige LLP	At closing	Not yet started

CATEGORY 14: SPONSOR GUARANTY

14.1	Sponsor Guaranty	Limited Recourse Sponsor Guaranty — executed by Solara Digital Infrastructure LP	Calderwood & Harkness LLP	At closing	Not yet started	Limited to 'bad boy' acts, environmental indemnities, and certain specified representations per market practice; see sponsor guaranty analysis memo
14.2	Sponsor Guaranty	Equity Commitment Letter (Fund IV to Acquisition Sub) — confirming $130,000,000 commitment	Calderwood & Harkness LLP / Solara	At closing	Not yet started

CATEGORY 15: SYNDICATION DOCUMENTS

15.1	Syndication	Lender NDA / Confidentiality Agreements — for syndication participants (Harborstone Capital Partners LLC, Pinnacle Ridge Credit Fund II LP, and additional lenders)	Broadwick & Thayer LLP / Brindoval	Prior to syndication (during due diligence period April 21 – May 30, 2026)	In Progress	Form NDA circulated by Brindoval; C&H reviewing and commenting on behalf of Borrower
15.2	Syndication	Information Memorandum / Confidential Information Memorandum (CIM) — prepared by Brindoval for syndication	Brindoval / Broadwick & Thayer LLP	Prior to syndication	Not yet started	Borrower to review and approve for accuracy; Meridian ARR: $62,400,000 (27% YoY growth); Adj. EBITDA: $18,700,000; ~310 FTEs
15.3	Syndication	Authorization Letter — Solara authorizing Brindoval to share due diligence materials with lender group	Calderwood & Harkness LLP	April 21, 2026	Draft	Subject to execution of lender NDAs
15.4	Syndication	Syndication allocation confirmation — Brindoval hold: $75,000,000; Harborstone: $50,000,000; Pinnacle Ridge: $40,000,000; remaining: $35,000,000	Brindoval / Broadwick & Thayer LLP	Prior to closing	Not yet started	Total: $200,000,000

CATEGORY 16: MISCELLANEOUS / OTHER CLOSING DELIVERABLES

16.1	Miscellaneous	Audited Financial Statements of Meridian Cloud Solutions Inc. — FY 2025 and FY 2024 (audited by Whitfield & Sable LLP; unqualified opinion issued by Raymond Bautista)	Meridian / Whitfield & Sable LLP	Prior to closing	Received	LTM 12/31/2025: ARR $62,400,000; Adj. EBITDA $18,700,000; EBITDA margin ~30%
16.2	Miscellaneous	Interim (quarterly/monthly) Financial Statements of Meridian — most recent period available prior to closing	Meridian	Prior to closing	Not yet started
16.3	Miscellaneous	PATRIOT Act / KYC Documentation — for Borrower, Sponsor, and Guarantors	Brindoval / Broadwick & Thayer LLP	Prior to closing	Not yet started	Anti-money laundering / know your customer compliance
16.4	Miscellaneous	IRS Form W-9 — Borrower (Solara Digital Acquisition Holdings LLC, EIN: 93-4718206), Sponsor (Solara Digital Infrastructure LP, EIN: 84-3291057), Meridian (EIN: 82-1647530)	Borrower / Sponsor / Meridian	At closing	Not yet started
16.5	Miscellaneous	Process Agent Designation (if required for service of process in NY)	Calderwood & Harkness LLP	At closing	Not yet started	Dispute resolution: federal and state courts, Borough of Manhattan, NY
16.6	Miscellaneous	Closing Binder Assembly — compilation of all executed closing documents and deliverables	Calderwood & Harkness LLP / Marcus Leung	Post-closing	Not yet started
16.7	Miscellaneous	Post-Closing Obligations Checklist — identifying items permitted to be delivered post-closing (e.g., landlord waivers, certain DACAs, foreign subsidiary pledges)	Calderwood & Harkness LLP	At closing	Not yet started	Post-closing period typically 60–90 days

[sheet: Key Contacts]

Party	Role	Key Contact	Title	Email / Phone	Address
Solara Digital Infrastructure LP	Sponsor / Client	Priya Vasudeva	General Counsel	[placeholder]	1700 Market Street, Suite 2400, Wilmington, DE 19801
Solara Digital Infrastructure LP	Sponsor / Client	Derek Raines	Chief Financial Officer	[placeholder]	1700 Market Street, Suite 2400, Wilmington, DE 19801
Solara Digital Infrastructure LP	Sponsor / Client	Viktor Strand	Co-Founder & Managing Partner	[placeholder]	1700 Market Street, Suite 2400, Wilmington, DE 19801
Meridian Cloud Solutions Inc.	Target / Guarantor	Margaret Cho	Chief Financial Officer	[placeholder]	450 Technology Parkway, Suite 800, Austin, TX 78759
Meridian Cloud Solutions Inc.	Target / Guarantor	Jason Tremblay	Founder & CEO	[placeholder]	450 Technology Parkway, Suite 800, Austin, TX 78759
Meridian Cloud Solutions Inc.	Target / Guarantor	Rohan Deshpande	Chief Technology Officer	[placeholder]	450 Technology Parkway, Suite 800, Austin, TX 78759
Brindoval National Bank, N.A.	Lead Arranger / Administrative Agent	Thomas Wilder	Managing Director, Technology Leveraged Finance	[placeholder]	383 Madison Avenue, 14th Floor, New York, NY 10179
Brindoval National Bank, N.A.	Lead Arranger / Administrative Agent	Sandra Fleischer	Senior Vice President, Credit Risk	[placeholder]	383 Madison Avenue, 14th Floor, New York, NY 10179
Harborstone Capital Partners LLC	Anticipated Co-Lender ($50M)	Elena Vasquez	Partner, Direct Lending	[placeholder]	600 Lexington Avenue, Suite 3100, New York, NY 10022
Pinnacle Ridge Credit Fund II LP	Anticipated Co-Lender ($40M)	Andrew Kesselman	Managing Director	[placeholder]	200 Clarendon Street, 42nd Floor, Boston, MA 02116
Calderwood & Harkness LLP	Borrower's Counsel (Financing)	Philip Hartmann	Responsible Partner	[placeholder]	One Liberty Plaza, 44th Floor, New York, NY 10006
Calderwood & Harkness LLP	Borrower's Counsel (Financing)	Lisa Morrow	Lead Associate	[placeholder]	One Liberty Plaza, 44th Floor, New York, NY 10006
Calderwood & Harkness LLP	Borrower's Counsel (Financing)	Marcus Leung	Working Associate	[placeholder]	One Liberty Plaza, 44th Floor, New York, NY 10006
Broadwick & Thayer LLP	Lender's Counsel	Catherine Hartwell	Partner, Finance & Lending	[placeholder]	51 West 52nd Street, 30th Floor, New York, NY 10019
Broadwick & Thayer LLP	Lender's Counsel	James Okoro	Senior Associate	[placeholder]	51 West 52nd Street, 30th Floor, New York, NY 10019
Alderton Paige LLP	Acquisition Counsel (Borrower)	Richard Fontaine	Partner, M&A / Private Equity	[placeholder]	2000 K Street NW, Suite 1400, Washington, DC 20006
Kerrigan Ross & Associates LLP	Seller's / Target's Counsel	Danielle Musgrave	Partner, M&A	[placeholder]	780 Third Avenue, 25th Floor, New York, NY 10017
Whitfield & Sable LLP	Target's Auditor	Raymond Bautista	Lead Engagement Partner	[placeholder]	311 South Wacker Drive, Suite 5500, Chicago, IL 60606
Velthorn Stanton Advisory LLC	Financial Advisor (Borrower)	Benjamin Holt	Managing Director	[placeholder]	745 Fifth Avenue, 12th Floor, New York, NY 10151
Ashford Ventures Partners LLC	Lead Selling Shareholder (~52%)	Grant Ashworth	Managing Partner	[placeholder]	520 Park Avenue, 18th Floor, New York, NY 10065
Northvane Insurance Group Inc.	R&W / D&O Insurance Carrier	N/A	N/A	[placeholder]	200 Constitution Plaza, Hartford, CT 06103

[sheet: Key Dates]

Milestone	Target Date	Actual Date	Status	Notes
Conflict check completed	March 15, 2026	March 15, 2026	Complete
Matter opened at Calderwood & Harkness; engagement letter dated	March 16, 2026	March 16, 2026	Complete	Matter No. 1041-00002
Initial term sheet received from Brindoval	March 21, 2026	March 21, 2026	Complete	Via Broadwick & Thayer LLP
C&H first markup of term sheet delivered	March 28, 2026	March 28, 2026	Complete
Broadwick & Thayer counter-markup received	April 4, 2026	April 4, 2026	Complete
Second markup and negotiation calls	April 7–14, 2026	In Progress	April 10 call completed
Term sheet and commitment letter execution	April 18, 2026	Pending	Execution version circulated April 16
Commitment letter expiration	June 2, 2026	N/A	45 days post-execution of commitment letter
Due diligence period begins	April 21, 2026	Pending
Due diligence period ends	May 30, 2026	Pending
Credit agreement — execution-ready draft	May 22, 2026	Pending	To be drafted by Broadwick & Thayer; C&H markup
Signing of credit agreement	June 16, 2026	Pending
Closing / funding of term loan	June 30, 2026	Pending	Maturity: June 30, 2033 (7 years)
First Excess Cash Flow sweep calculation period ends	December 31, 2026	Future	ECF sweep: 50% / 25% / 0% at TNL step-downs
Term loan maturity	June 30, 2033	Future

[sheet: Sources & Uses]

Line Item

SOURCES

Senior Secured Term Loan (Brindoval National Bank, N.A.)	$200,000,000	Gross commitment; net proceeds after OID: $196,000,000
Equity Contribution (Solara Digital Infrastructure Fund IV LP)	$130,000,000	~41.3% of enterprise value
Total Sources	$330,000,000	=$200,000,000 + $130,000,000

USES

Acquisition Purchase Price (Meridian Cloud Solutions Inc.)	$315,000,000	~16.84x LTM Adj. EBITDA ($18,700,000); ~5.05x ARR ($62,400,000)
Estimated Transaction Fees & Expenses	$12,000,000	Includes legal, advisory, insurance, filing fees
Cash to Meridian Balance Sheet	$3,000,000	Working capital at close
Total Uses	$330,000,000	=$315,000,000 + $12,000,000 + $3,000,000

MEMO ITEMS

OID (2.00%)	$4,000,000	Deducted from gross loan proceeds; net to Borrower: $196,000,000
Arrangement Fee (1.50%)	$3,000,000	Payable to Brindoval National Bank, N.A.
Structuring Fee	$500,000	Flat fee payable to Brindoval National Bank, N.A.
Jason Tremblay Equity Rollover	$20,000,000	Rolled into Acquisition Sub equity; reduces cash to sellers by $20,000,000
Closing Leverage (Debt / LTM EBITDA)	~10.70x	$200,000,000 / $18,700,000
Closing Leverage (Debt / ARR)	~3.21x	$200,000,000 / $62,400,000

[sheet: Cover]
Field | Value
Transaction | $200,000,000 Senior Secured Term Loan Facility
Borrower | Solara Digital Acquisition Holdings LLC
Sponsor | Solara Digital Infrastructure LP
Target | Meridian Cloud Solutions Inc.
Administrative Agent / Lead Arranger | Brindoval National Bank, N.A.
Borrower's Counsel (Financing) | Calderwood & Harkness LLP
Lender's Counsel | Broadwick & Thayer LLP
Acquisition Counsel (Borrower) | Alderton Paige LLP
Seller's Counsel | Kerrigan Ross & Associates LLP
Target Closing Date | June 30, 2026
Governing Law | State of New York
C&H Matter No. | 1041-00002
C&H Client No. | CL-081273
Brindoval Deal Reference | CNB-TLF-2026-0389
Prepared By | Marcus Leung / Lisa Morrow
Date of Checklist | Preliminary — April 2026
Status | DRAFT — Subject to revision as documentation progresses
[sheet: Closing Checklist]
Item No. | Category | Document / Deliverable Description | Responsible Party | Due Date / Timing | Status | Notes
CATEGORY 1: CREDIT AGREEMENT AND ANCILLARY LOAN DOCUMENTS
1.1 | Credit Agreement | Credit Agreement among Solara Digital Acquisition Holdings LLC, as Borrower, the Guarantors party thereto, Brindoval National Bank, N.A., as Administrative Agent, and the Lenders party thereto | Calderwood & Harkness LLP / Broadwick & Thayer LLP | Execution-ready draft: May 22, 2026; Signing: June 16, 2026 | Not yet started | To be drafted by Broadwick & Thayer; C&H to markup on behalf of Borrower
1.2 | Credit Agreement | Schedules and Exhibits to the Credit Agreement (including form of compliance certificate, form of assignment and assumption, form of borrowing notice) | Calderwood & Harkness LLP / Broadwick & Thayer LLP | With credit agreement | Not yet started
1.3 | Credit Agreement | Executed Term Sheet — Final Agreed Form (April 18, 2026) | Calderwood & Harkness LLP | April 18, 2026 | In Progress | Target execution April 18, 2026
1.4 | Credit Agreement | Executed Commitment Letter — Final Agreed Form (April 18, 2026) | Calderwood & Harkness LLP | April 18, 2026 | In Progress | Brindoval commitment of $200,000,000; expires June 2, 2026
1.5 | Credit Agreement | Executed Fee Letter (arrangement fee: 1.50% / $3,000,000; structuring fee: $500,000; OID: 2.00% / $4,000,000) | Calderwood & Harkness LLP / Broadwick & Thayer LLP | April 18, 2026 | In Progress | Confidential; net proceeds to Borrower: $196,000,000
1.6 | Credit Agreement | Promissory Notes (if requested by any Lender) | Broadwick & Thayer LLP | At closing | Not yet started | To be issued to Brindoval National Bank, N.A., Harborstone Capital Partners LLC, Pinnacle Ridge Credit Fund II LP, and any additional syndication lenders as applicable
CATEGORY 2: SECURITY DOCUMENTS
2.1 | Security Documents | Security Agreement — granting first-priority perfected security interest in substantially all assets of Borrower, Meridian Cloud Solutions Inc., and each Guarantor (accounts receivable, equipment, IP, deposit accounts, general intangibles) | Calderwood & Harkness LLP / Broadwick & Thayer LLP | At closing | Not yet started | Collateral includes all assets; see collateral memo for exclusions analysis
2.2 | Security Documents | Pledge Agreement — pledge of 100% of equity interests in Meridian Cloud Solutions Inc. and each domestic subsidiary; 65% of equity interests of first-tier foreign subsidiaries | Calderwood & Harkness LLP / Broadwick & Thayer LLP | At closing | Not yet started | Equity pledge by Borrower of Meridian equity; by Meridian of subsidiary equity
2.3 | Security Documents | Intellectual Property Security Agreement — covering software, patents, trademarks, copyrights, and related IP rights of Meridian Cloud Solutions Inc. and Guarantors | Calderwood & Harkness LLP | At closing | Not yet started | Required filings with USPTO for recorded patents/trademarks
2.4 | Security Documents | Deposit Account Control Agreements (DACAs) — for each material deposit account of Borrower, Meridian, and Guarantors | Calderwood & Harkness LLP / Borrower / Meridian | At closing | Not yet started | Identify all material operating accounts; coordinate with depository banks
2.5 | Security Documents | Securities Account Control Agreements (if applicable) | Calderwood & Harkness LLP | At closing | Not yet started | To be confirmed based on Meridian's investment accounts
2.6 | Security Documents | Landlord Waivers / Consents (for material leased locations) | Calderwood & Harkness LLP / Meridian | At or promptly after closing | Not yet started | Meridian HQ: 450 Technology Parkway, Suite 800, Austin, TX 78759; confirm other material locations
2.7 | Security Documents | Intercompany Subordination Agreement (if intercompany notes exist) | Calderwood & Harkness LLP / Broadwick & Thayer LLP | At closing | Not yet started | To be confirmed during diligence
CATEGORY 3: UCC AND IP FILINGS
3.1 | UCC Filings | UCC-1 Financing Statement — Borrower (Solara Digital Acquisition Holdings LLC) — filed with Delaware Secretary of State | Calderwood & Harkness LLP | At closing | Not yet started | Filing jurisdiction: Delaware SOS; Borrower DE File No. 7531209 (to be filed)
3.2 | UCC Filings | UCC-1 Financing Statement — Meridian Cloud Solutions Inc. — filed with Delaware Secretary of State | Calderwood & Harkness LLP | At closing | Not yet started | Filing jurisdiction: Delaware SOS; Meridian DE File No. 6038472
3.3 | UCC Filings | UCC-1 Financing Statements — each Guarantor subsidiary (as applicable) — filed in applicable jurisdictions | Calderwood & Harkness LLP | At closing | Not yet started | Subsidiaries to be identified during diligence
3.4 | UCC Filings | UCC-3 Termination Statements — termination of existing UCC-1 filings against Meridian (equipment lease financing) | Kerrigan Ross & Associates LLP / Seller | At closing | Not yet started | Existing UCC-1 filings identified in preliminary lien search; must be terminated or subordinated at closing
3.5 | UCC Filings | IP Filings — Recordation of security interests with USPTO (patents and trademarks) | Calderwood & Harkness LLP | At or promptly after closing | Not yet started | Coordinate with IP security agreement
3.6 | UCC Filings | IP Filings — Recordation of security interests with U.S. Copyright Office (if registered copyrights) | Calderwood & Harkness LLP | At or promptly after closing | Not yet started | To be confirmed based on IP diligence
CATEGORY 4: ORGANIZATIONAL DOCUMENTS AND CERTIFICATES — BORROWER
4.1 | Org Docs — Borrower | Certificate of Formation of Solara Digital Acquisition Holdings LLC — filed with Delaware Secretary of State (File No. 7531209) | Calderwood & Harkness LLP | Prior to closing | Draft | EIN: 93-4718206 (applied for; pending IRS assignment)
4.2 | Org Docs — Borrower | Limited Liability Company Agreement of Solara Digital Acquisition Holdings LLC (fully executed) | Calderwood & Harkness LLP / Alderton Paige LLP | At closing | Not yet started
4.3 | Org Docs — Borrower | Secretary's / Authorized Person's Certificate of Borrower — certifying certificate of formation, LLC agreement, resolutions authorizing the Term Loan Facility and related loan documents, and incumbency of authorized signatories | Calderwood & Harkness LLP | At closing | Draft | Signatories to include Viktor Strand
4.4 | Org Docs — Borrower | Resolutions of Solara Digital Acquisition Holdings LLC — authorizing execution of Credit Agreement, Security Documents, and related loan documents; authorizing borrowing; designating authorized signatories | Calderwood & Harkness LLP | At closing | Not yet started
4.5 | Org Docs — Borrower | Good Standing Certificate — Solara Digital Acquisition Holdings LLC — Delaware Secretary of State | Calderwood & Harkness LLP | Within 5 business days of closing | Not yet started
4.6 | Org Docs — Borrower | Good Standing Certificate — Solara Digital Acquisition Holdings LLC — each state of qualification (if any) | Calderwood & Harkness LLP | Within 5 business days of closing | Not yet started | To be confirmed
CATEGORY 5: ORGANIZATIONAL DOCUMENTS AND CERTIFICATES — SPONSOR
5.1 | Org Docs — Sponsor | Certificate of Limited Partnership of Solara Digital Infrastructure LP — Delaware Secretary of State (File No. 7294185) | Calderwood & Harkness LLP | At closing | Not yet started | EIN: 84-3291057
5.2 | Org Docs — Sponsor | Limited Partnership Agreement of Solara Digital Infrastructure LP (or relevant excerpts) | Calderwood & Harkness LLP | At closing | Not yet started | To extent required for sponsor guaranty
5.3 | Org Docs — Sponsor | Certificate of Formation / Operating Agreement of Solara Digital GP LLC (general partner) | Calderwood & Harkness LLP | At closing | Not yet started | General partner of Solara; formed in Delaware
5.4 | Org Docs — Sponsor | Resolutions / Consent of Solara Digital GP LLC authorizing execution of Sponsor Guaranty and related documents | Calderwood & Harkness LLP | At closing | Not yet started | Limited recourse guaranty
5.5 | Org Docs — Sponsor | Good Standing Certificate — Solara Digital Infrastructure LP — Delaware Secretary of State | Calderwood & Harkness LLP | Within 5 business days of closing | Not yet started
5.6 | Org Docs — Sponsor | Incumbency Certificate of Sponsor — identifying authorized signatories (Viktor Strand, Nadia Okafor) | Calderwood & Harkness LLP | At closing | Not yet started
CATEGORY 6: ORGANIZATIONAL DOCUMENTS AND CERTIFICATES — MERIDIAN (TARGET / GUARANTOR)
6.1 | Org Docs — Meridian | Certificate of Incorporation of Meridian Cloud Solutions Inc. — Delaware Secretary of State (File No. 6038472) | Kerrigan Ross & Associates LLP / Meridian | At closing | Not yet started | EIN: 82-1647530
6.2 | Org Docs — Meridian | Bylaws of Meridian Cloud Solutions Inc. (as amended) | Kerrigan Ross & Associates LLP / Meridian | At closing | Not yet started
6.3 | Org Docs — Meridian | Secretary's Certificate of Meridian — certifying organizational documents, board resolutions authorizing guaranty and security documents, and incumbency of officers (Jason Tremblay — CEO; Margaret Cho — CFO; Rohan Deshpande — CTO) | Calderwood & Harkness LLP / Meridian | At closing | Not yet started | Post-closing guarantor
6.4 | Org Docs — Meridian | Board Resolutions of Meridian Cloud Solutions Inc. — authorizing execution of Guaranty, Security Agreement, Pledge Agreement, IP Security Agreement, and related documents | Calderwood & Harkness LLP / Meridian | At closing | Not yet started
6.5 | Org Docs — Meridian | Good Standing Certificate — Meridian Cloud Solutions Inc. — Delaware Secretary of State | Calderwood & Harkness LLP / Meridian | Within 5 business days of closing | Not yet started
6.6 | Org Docs — Meridian | Good Standing Certificate — Meridian Cloud Solutions Inc. — Texas Secretary of State (headquarters in Austin, TX) | Calderwood & Harkness LLP / Meridian | Within 5 business days of closing | Not yet started
6.7 | Org Docs — Meridian | Good Standing Certificates — Meridian Cloud Solutions Inc. — each other state of qualification | Calderwood & Harkness LLP / Meridian | Within 5 business days of closing | Not yet started | States to be confirmed during diligence
CATEGORY 7: ORGANIZATIONAL DOCUMENTS — GUARANTOR SUBSIDIARIES
7.1 | Org Docs — Guarantor Subs | Organizational Documents of each material domestic subsidiary of Meridian (certificates of formation/incorporation, operating agreements/bylaws) | Calderwood & Harkness LLP / Meridian | At closing | Not yet started | Subsidiary list to be confirmed during diligence; each material domestic subsidiary is a Guarantor
7.2 | Org Docs — Guarantor Subs | Resolutions of each Guarantor subsidiary authorizing guaranty and security documents | Calderwood & Harkness LLP / Meridian | At closing | Not yet started
7.3 | Org Docs — Guarantor Subs | Secretary's / Authorized Person's Certificates of each Guarantor subsidiary | Calderwood & Harkness LLP / Meridian | At closing | Not yet started
7.4 | Org Docs — Guarantor Subs | Good Standing Certificates — each Guarantor subsidiary in jurisdiction of formation and material qualification states | Calderwood & Harkness LLP / Meridian | Within 5 business days of closing | Not yet started
CATEGORY 8: LEGAL OPINIONS
8.1 | Legal Opinions | Legal Opinion of Calderwood & Harkness LLP (Borrower's Counsel) — covering due authorization, execution, enforceability, no conflicts, perfection of security interests (NY law and DE law matters) | Calderwood & Harkness LLP | At closing | Not yet started | To be addressed to Brindoval National Bank, N.A. as Administrative Agent, and the Lenders
8.2 | Legal Opinions | Legal Opinion of Alderton Paige LLP (as may be required) — covering Borrower and Sponsor entity-level matters (DE law) | Alderton Paige LLP | At closing | Not yet started | To be confirmed; may be combined with C&H opinion or separate
8.3 | Legal Opinions | Local Counsel Opinion(s) — if required for Guarantor subsidiaries organized outside Delaware or New York | To be identified | At closing | Not yet started | Jurisdictions to be confirmed based on subsidiary analysis
8.4 | Legal Opinions | Legal Opinion of Borrower's Counsel — UCC / perfection opinion (Delaware) | Calderwood & Harkness LLP | At closing | Not yet started | Covers UCC filings in Delaware for Borrower and Meridian
CATEGORY 9: OFFICER'S CERTIFICATES AND COMPLIANCE DOCUMENTS
9.1 | Officer's Certificates | Officer's Certificate of Borrower — certifying accuracy of representations and warranties in Credit Agreement, no default or event of default, satisfaction of conditions precedent | Solara Digital Acquisition Holdings LLC | At closing | Not yet started | To be signed by Viktor Strand or authorized officer
9.2 | Officer's Certificates | Officer's Certificate of Meridian — certifying accuracy of representations and warranties, no default | Meridian Cloud Solutions Inc. | At closing | Not yet started | Post-acquisition; signed by authorized officer
9.3 | Officer's Certificates | Solvency Certificate — delivered by CFO of Borrower or Sponsor, certifying solvency of Borrower and its subsidiaries on a consolidated basis after giving effect to the transaction and the incurrence of the term loan | Derek Raines (Solara CFO) or Margaret Cho (Meridian CFO) | At closing | Not yet started | Standard form to be attached to Credit Agreement
9.4 | Officer's Certificates | Compliance Certificate — initial compliance certificate demonstrating compliance with springing Total Net Leverage Ratio covenant (7.50x) as of closing date (pro forma) | Borrower | At closing | Not yet started | Closing leverage: ~10.70x Debt/EBITDA; covenant only tested if RCF drawn >35%
CATEGORY 10: LIEN SEARCHES AND PAYOFF / RELEASE DOCUMENTS
10.1 | Lien Searches | UCC Lien Search Results — Meridian Cloud Solutions Inc. — Delaware Secretary of State | Calderwood & Harkness LLP | Prior to closing (updated within 30 days) | In Progress | Preliminary search completed; existing UCC-1 filings identified (equipment lease financing)
10.2 | Lien Searches | UCC Lien Search Results — Meridian Cloud Solutions Inc. — Travis County, Texas | Calderwood & Harkness LLP | Prior to closing (updated within 30 days) | In Progress | Preliminary search completed
10.3 | Lien Searches | UCC Lien Search Results — Solara Digital Acquisition Holdings LLC — Delaware Secretary of State | Calderwood & Harkness LLP | Prior to closing | In Progress | Newly formed entity; expect clean results
10.4 | Lien Searches | Federal and State Tax Lien Searches — Meridian Cloud Solutions Inc. — Delaware and Texas | Calderwood & Harkness LLP | Prior to closing | In Progress
10.5 | Lien Searches | Judgment and Litigation Searches — Meridian Cloud Solutions Inc. — Delaware and Texas | Calderwood & Harkness LLP | Prior to closing | In Progress
10.6 | Lien Searches | IP Search — USPTO (patents and trademarks recorded against Meridian) | Calderwood & Harkness LLP | Prior to closing | Not yet started | Confirm no prior IP liens
10.7 | Payoff / Release | Payoff Letter(s) — existing indebtedness of Meridian (equipment lease financing and any other outstanding debt to be repaid at closing) | Kerrigan Ross & Associates LLP / Meridian | At closing | Not yet started | Coordinate with UCC-3 termination statements (Item 3.4)
10.8 | Payoff / Release | Lien Release Documentation — releases of all existing liens on Meridian assets to be delivered at closing | Kerrigan Ross & Associates LLP / Meridian | At closing | Not yet started
CATEGORY 11: INSURANCE
11.1 | Insurance | Evidence of Insurance — Meridian Cloud Solutions Inc. and subsidiaries — general liability, property, cyber/tech E&O, workers' compensation, and other required coverages | Meridian / Borrower | At closing | Not yet started | Certificates to name Brindoval National Bank, N.A. as Administrative Agent as additional insured / loss payee as applicable
11.2 | Insurance | Representations and Warranties Insurance Policy — issued by Northvane Insurance Group Inc. | Alderton Paige LLP / Solara | At closing (acquisition condition) | Not yet started | R&W insurance for the acquisition; coordinate with acquisition counsel
11.3 | Insurance | D&O Tail Insurance Policy — issued by Northvane Insurance Group Inc. | Alderton Paige LLP / Solara | At closing (acquisition condition) | Not yet started | Tail coverage for pre-closing D&O liability of Meridian
CATEGORY 12: FUNDS FLOW AND FINANCIAL MATTERS
12.1 | Funds Flow | Funds Flow Memorandum — detailing all payments at closing, including: (i) purchase price of $315,000,000 to selling shareholders (Ashford Ventures Partners LLC, Jason Tremblay, management/employees — net of Tremblay rollover of $20,000,000), (ii) transaction fees and expenses of $12,000,000, (iii) $3,000,000 cash to Meridian balance sheet, (iv) payoff of existing Meridian debt, (v) OID of $4,000,000 (net loan proceeds of $196,000,000), (vi) arrangement fee of $3,000,000 to Brindoval, (vii) structuring fee of $500,000 to Brindoval | Calderwood & Harkness LLP / Velthorn Stanton Advisory LLC | At closing | Not yet started | Total sources: $330,000,000 ($200M term loan + $130M Fund IV equity). Total uses: $330,000,000 ($315M purchase price + $12M fees/expenses + $3M cash to balance sheet). All amounts to be reconciled prior to closing.
12.2 | Funds Flow | Wire Transfer Instructions — Borrower, Brindoval (Administrative Agent), each selling shareholder, payoff lender(s), and third-party fee recipients | All parties | Prior to closing | Not yet started
12.3 | Funds Flow | Evidence of Equity Contribution — confirmation that Solara Digital Infrastructure Fund IV LP has funded the $130,000,000 equity contribution to Borrower | Solara / Calderwood & Harkness LLP | At closing | Not yet started | Fund IV committed capital: $1,650,000,000; deployed: ~$740,000,000 as of March 2026
12.4 | Funds Flow | Evidence of Jason Tremblay Rollover — confirmation of $20,000,000 equity rollover into Acquisition Sub | Alderton Paige LLP / Solara | At closing | Not yet started | Reduces cash payable to Tremblay from ~$88,200,000 to ~$68,200,000
CATEGORY 13: EVIDENCE OF ACQUISITION CLOSING
13.1 | Acquisition Closing | Executed Stock Purchase Agreement (or Merger Agreement) — among Solara Digital Acquisition Holdings LLC, Meridian Cloud Solutions Inc., and the selling shareholders (including Ashford Ventures Partners LLC) | Alderton Paige LLP (Borrower) / Kerrigan Ross & Associates LLP (Seller) | At or prior to facility closing | Not yet started | Enterprise value: $315,000,000 (~16.84x LTM Adjusted EBITDA of $18,700,000)
13.2 | Acquisition Closing | Officer's Certificate confirming satisfaction of acquisition closing conditions | Borrower | At closing | Not yet started
13.3 | Acquisition Closing | Bring-Down of Representations and Warranties under Acquisition Agreement | Alderton Paige LLP | At closing | Not yet started
13.4 | Acquisition Closing | Evidence of absence of Material Adverse Effect with respect to Meridian | Borrower / Meridian | At closing | Not yet started | As defined in commitment letter and credit agreement
13.5 | Acquisition Closing | Copies of all acquisition ancillary documents (escrow agreements, non-compete agreements, employment agreements, transition services agreements, if any) | Alderton Paige LLP | At closing | Not yet started
CATEGORY 14: SPONSOR GUARANTY
14.1 | Sponsor Guaranty | Limited Recourse Sponsor Guaranty — executed by Solara Digital Infrastructure LP | Calderwood & Harkness LLP | At closing | Not yet started | Limited to 'bad boy' acts, environmental indemnities, and certain specified representations per market practice; see sponsor guaranty analysis memo
14.2 | Sponsor Guaranty | Equity Commitment Letter (Fund IV to Acquisition Sub) — confirming $130,000,000 commitment | Calderwood & Harkness LLP / Solara | At closing | Not yet started
CATEGORY 15: SYNDICATION DOCUMENTS
15.1 | Syndication | Lender NDA / Confidentiality Agreements — for syndication participants (Harborstone Capital Partners LLC, Pinnacle Ridge Credit Fund II LP, and additional lenders) | Broadwick & Thayer LLP / Brindoval | Prior to syndication (during due diligence period April 21 – May 30, 2026) | In Progress | Form NDA circulated by Brindoval; C&H reviewing and commenting on behalf of Borrower
15.2 | Syndication | Information Memorandum / Confidential Information Memorandum (CIM) — prepared by Brindoval for syndication | Brindoval / Broadwick & Thayer LLP | Prior to syndication | Not yet started | Borrower to review and approve for accuracy; Meridian ARR: $62,400,000 (27% YoY growth); Adj. EBITDA: $18,700,000; ~310 FTEs
15.3 | Syndication | Authorization Letter — Solara authorizing Brindoval to share due diligence materials with lender group | Calderwood & Harkness LLP | April 21, 2026 | Draft | Subject to execution of lender NDAs
15.4 | Syndication | Syndication allocation confirmation — Brindoval hold: $75,000,000; Harborstone: $50,000,000; Pinnacle Ridge: $40,000,000; remaining: $35,000,000 | Brindoval / Broadwick & Thayer LLP | Prior to closing | Not yet started | Total: $200,000,000
CATEGORY 16: MISCELLANEOUS / OTHER CLOSING DELIVERABLES
16.1 | Miscellaneous | Audited Financial Statements of Meridian Cloud Solutions Inc. — FY 2025 and FY 2024 (audited by Whitfield & Sable LLP; unqualified opinion issued by Raymond Bautista) | Meridian / Whitfield & Sable LLP | Prior to closing | Received | LTM 12/31/2025: ARR $62,400,000; Adj. EBITDA $18,700,000; EBITDA margin ~30%
16.2 | Miscellaneous | Interim (quarterly/monthly) Financial Statements of Meridian — most recent period available prior to closing | Meridian | Prior to closing | Not yet started
16.3 | Miscellaneous | PATRIOT Act / KYC Documentation — for Borrower, Sponsor, and Guarantors | Brindoval / Broadwick & Thayer LLP | Prior to closing | Not yet started | Anti-money laundering / know your customer compliance
16.4 | Miscellaneous | IRS Form W-9 — Borrower (Solara Digital Acquisition Holdings LLC, EIN: 93-4718206), Sponsor (Solara Digital Infrastructure LP, EIN: 84-3291057), Meridian (EIN: 82-1647530) | Borrower / Sponsor / Meridian | At closing | Not yet started
16.5 | Miscellaneous | Process Agent Designation (if required for service of process in NY) | Calderwood & Harkness LLP | At closing | Not yet started | Dispute resolution: federal and state courts, Borough of Manhattan, NY
16.6 | Miscellaneous | Closing Binder Assembly — compilation of all executed closing documents and deliverables | Calderwood & Harkness LLP / Marcus Leung | Post-closing | Not yet started
16.7 | Miscellaneous | Post-Closing Obligations Checklist — identifying items permitted to be delivered post-closing (e.g., landlord waivers, certain DACAs, foreign subsidiary pledges) | Calderwood & Harkness LLP | At closing | Not yet started | Post-closing period typically 60–90 days
[sheet: Key Contacts]
Party | Role | Key Contact | Title | Email / Phone | Address
Solara Digital Infrastructure LP | Sponsor / Client | Priya Vasudeva | General Counsel | [placeholder] | 1700 Market Street, Suite 2400, Wilmington, DE 19801
Solara Digital Infrastructure LP | Sponsor / Client | Derek Raines | Chief Financial Officer | [placeholder] | 1700 Market Street, Suite 2400, Wilmington, DE 19801
Solara Digital Infrastructure LP | Sponsor / Client | Viktor Strand | Co-Founder & Managing Partner | [placeholder] | 1700 Market Street, Suite 2400, Wilmington, DE 19801
Meridian Cloud Solutions Inc. | Target / Guarantor | Margaret Cho | Chief Financial Officer | [placeholder] | 450 Technology Parkway, Suite 800, Austin, TX 78759
Meridian Cloud Solutions Inc. | Target / Guarantor | Jason Tremblay | Founder & CEO | [placeholder] | 450 Technology Parkway, Suite 800, Austin, TX 78759
Meridian Cloud Solutions Inc. | Target / Guarantor | Rohan Deshpande | Chief Technology Officer | [placeholder] | 450 Technology Parkway, Suite 800, Austin, TX 78759
Brindoval National Bank, N.A. | Lead Arranger / Administrative Agent | Thomas Wilder | Managing Director, Technology Leveraged Finance | [placeholder] | 383 Madison Avenue, 14th Floor, New York, NY 10179
Brindoval National Bank, N.A. | Lead Arranger / Administrative Agent | Sandra Fleischer | Senior Vice President, Credit Risk | [placeholder] | 383 Madison Avenue, 14th Floor, New York, NY 10179
Harborstone Capital Partners LLC | Anticipated Co-Lender ($50M) | Elena Vasquez | Partner, Direct Lending | [placeholder] | 600 Lexington Avenue, Suite 3100, New York, NY 10022
Pinnacle Ridge Credit Fund II LP | Anticipated Co-Lender ($40M) | Andrew Kesselman | Managing Director | [placeholder] | 200 Clarendon Street, 42nd Floor, Boston, MA 02116
Calderwood & Harkness LLP | Borrower's Counsel (Financing) | Philip Hartmann | Responsible Partner | [placeholder] | One Liberty Plaza, 44th Floor, New York, NY 10006
Calderwood & Harkness LLP | Borrower's Counsel (Financing) | Lisa Morrow | Lead Associate | [placeholder] | One Liberty Plaza, 44th Floor, New York, NY 10006
Calderwood & Harkness LLP | Borrower's Counsel (Financing) | Marcus Leung | Working Associate | [placeholder] | One Liberty Plaza, 44th Floor, New York, NY 10006
Broadwick & Thayer LLP | Lender's Counsel | Catherine Hartwell | Partner, Finance & Lending | [placeholder] | 51 West 52nd Street, 30th Floor, New York, NY 10019
Broadwick & Thayer LLP | Lender's Counsel | James Okoro | Senior Associate | [placeholder] | 51 West 52nd Street, 30th Floor, New York, NY 10019
Alderton Paige LLP | Acquisition Counsel (Borrower) | Richard Fontaine | Partner, M&A / Private Equity | [placeholder] | 2000 K Street NW, Suite 1400, Washington, DC 20006
Kerrigan Ross & Associates LLP | Seller's / Target's Counsel | Danielle Musgrave | Partner, M&A | [placeholder] | 780 Third Avenue, 25th Floor, New York, NY 10017
Whitfield & Sable LLP | Target's Auditor | Raymond Bautista | Lead Engagement Partner | [placeholder] | 311 South Wacker Drive, Suite 5500, Chicago, IL 60606
Velthorn Stanton Advisory LLC | Financial Advisor (Borrower) | Benjamin Holt | Managing Director | [placeholder] | 745 Fifth Avenue, 12th Floor, New York, NY 10151
Ashford Ventures Partners LLC | Lead Selling Shareholder (~52%) | Grant Ashworth | Managing Partner | [placeholder] | 520 Park Avenue, 18th Floor, New York, NY 10065
Northvane Insurance Group Inc. | R&W / D&O Insurance Carrier | N/A | N/A | [placeholder] | 200 Constitution Plaza, Hartford, CT 06103
[sheet: Key Dates]
Milestone | Target Date | Actual Date | Status | Notes
Conflict check completed | March 15, 2026 | March 15, 2026 | Complete
Matter opened at Calderwood & Harkness; engagement letter dated | March 16, 2026 | March 16, 2026 | Complete | Matter No. 1041-00002
Initial term sheet received from Brindoval | March 21, 2026 | March 21, 2026 | Complete | Via Broadwick & Thayer LLP
C&H first markup of term sheet delivered | March 28, 2026 | March 28, 2026 | Complete
Broadwick & Thayer counter-markup received | April 4, 2026 | April 4, 2026 | Complete
Second markup and negotiation calls | April 7–14, 2026 | In Progress | April 10 call completed
Term sheet and commitment letter execution | April 18, 2026 | Pending | Execution version circulated April 16
Commitment letter expiration | June 2, 2026 | N/A | 45 days post-execution of commitment letter
Due diligence period begins | April 21, 2026 | Pending
Due diligence period ends | May 30, 2026 | Pending
Credit agreement — execution-ready draft | May 22, 2026 | Pending | To be drafted by Broadwick & Thayer; C&H markup
Signing of credit agreement | June 16, 2026 | Pending
Closing / funding of term loan | June 30, 2026 | Pending | Maturity: June 30, 2033 (7 years)
First Excess Cash Flow sweep calculation period ends | December 31, 2026 | Future | ECF sweep: 50% / 25% / 0% at TNL step-downs
Term loan maturity | June 30, 2033 | Future
[sheet: Sources & Uses]
Line Item | Amount | Notes
SOURCES
Senior Secured Term Loan (Brindoval National Bank, N.A.) | $200,000,000 | Gross commitment; net proceeds after OID: $196,000,000
Equity Contribution (Solara Digital Infrastructure Fund IV LP) | $130,000,000 | ~41.3% of enterprise value
Total Sources | $330,000,000 | =$200,000,000 + $130,000,000
USES
Acquisition Purchase Price (Meridian Cloud Solutions Inc.) | $315,000,000 | ~16.84x LTM Adj. EBITDA ($18,700,000); ~5.05x ARR ($62,400,000)
Estimated Transaction Fees & Expenses | $12,000,000 | Includes legal, advisory, insurance, filing fees
Cash to Meridian Balance Sheet | $3,000,000 | Working capital at close
Total Uses | $330,000,000 | =$315,000,000 + $12,000,000 + $3,000,000
MEMO ITEMS
OID (2.00%) | $4,000,000 | Deducted from gross loan proceeds; net to Borrower: $196,000,000
Arrangement Fee (1.50%) | $3,000,000 | Payable to Brindoval National Bank, N.A.
Structuring Fee | $500,000 | Flat fee payable to Brindoval National Bank, N.A.
Jason Tremblay Equity Rollover | $20,000,000 | Rolled into Acquisition Sub equity; reduces cash to sellers by $20,000,000
Closing Leverage (Debt / LTM EBITDA) | ~10.70x | $200,000,000 / $18,700,000
Closing Leverage (Debt / ARR) | ~3.21x | $200,000,000 / $62,400,000