CONFIDENTIAL
CNB-TLF-2026-0389 Calderwood & Harkness LLP — Matter No. 1041-00002 / Client No. CL-081273
April 9, 2026
COMMITMENT LETTER
Brindoval National Bank, N.A. 383 Madison Avenue, 14th Floor New York, New York 10179
Solara Digital Acquisition Holdings LLC c/o Solara Digital Infrastructure LP 1700 Market Street, Suite 2400 Wilmington, Delaware 19801
Attention: Viktor Strand, Authorized Signatory
Ladies and Gentlemen:
I. INTRODUCTORY PARAGRAPH AND RECITALS
Solara Digital Acquisition Holdings LLC ("you" or the "Borrower"), a Delaware limited liability company and a newly formed wholly owned subsidiary of Solara Digital Infrastructure Fund IV LP ("Fund IV"), has advised Brindoval National Bank, N.A. ("Brindoval," "we," "us," the "Commitment Party," or the "Lead Arranger") that it intends to consummate the Acquisition (as defined below) and has requested that Brindoval arrange and provide a senior secured term loan facility in an aggregate principal amount of Two Hundred Million Dollars ($200,000,000) (the "Facility" or the "Term Loan Facility") to finance, in part, the Acquisition.
Brindoval is pleased to set forth in this letter (this "Letter") its commitment to provide financing in connection with the Transaction (as defined below), subject to the terms and conditions set forth herein. This Letter, together with the attached Summary of Principal Terms and Conditions set forth as Exhibit A hereto (the "Term Sheet") and the fee letter of even date herewith between Brindoval and the Borrower (the "Fee Letter," attached hereto as Exhibit B), sets forth the terms and conditions upon which Brindoval is willing to commit to provide the Facility. This Letter, the Term Sheet, and the Fee Letter are collectively referred to herein as the "Commitment Letter." Unless otherwise defined herein, capitalized terms used in this Letter shall have the meanings ascribed to them in the Term Sheet.
II. THE TRANSACTION
A. Description of the Acquisition
Solara Digital Infrastructure LP ("Solara" or the "Sponsor"), a Delaware limited partnership, acting through the Borrower, will acquire (the "Acquisition") one hundred percent (100%) of the outstanding equity interests of Meridian Cloud Solutions Inc. ("Meridian" or the "Target"), a Delaware corporation, from the Target's existing shareholders, including Ashford Ventures Partners LLC, Jason Tremblay, and certain management and employee equity holders (collectively, the "Sellers"), pursuant to the terms of a definitive stock purchase agreement or similar acquisition agreement to be entered into among the Borrower (or its affiliate), the Target, and the Sellers (the "Acquisition Agreement").
The agreed enterprise value of the Target for purposes of the Acquisition is Three Hundred Fifteen Million Dollars ($315,000,000) (the "Purchase Price").
The Target is a cloud-native software-as-a-service ("SaaS") platform providing portfolio analytics, risk reporting, investor reporting, and data aggregation tools to mid-market asset managers, registered investment advisors, and family offices. The Target is headquartered at 450 Technology Parkway, Suite 800, Austin, Texas 78759. Based on the information provided to Brindoval, Meridian's last-twelve-months ("LTM") annual recurring revenue ("ARR") as of December 31, 2025 was $62,400,000, reflecting year-over-year growth of approximately twenty-seven percent (27%). Meridian's LTM Adjusted EBITDA as of December 31, 2025 was $18,700,000, representing an Adjusted EBITDA margin of approximately thirty percent (30%).
B. Sources and Uses
The following table summarizes the anticipated sources and uses of funds in connection with the Transactions:
The equity contribution from Fund IV of $130,000,000 represents 41.3% of the enterprise value of the Target. In addition, it is anticipated that Jason Tremblay will roll over approximately $20,000,000 of his equity proceeds into the Borrower, the terms of which rollover will be set forth in the Acquisition Agreement and related documentation.
C. Related Transactions
As used herein, the "Transactions" means, collectively, (a) the Acquisition, (b) the funding of the Facility, (c) the equity contribution by the Sponsor (through Fund IV) to the Borrower, (d) the refinancing or termination of all existing indebtedness of Meridian and its subsidiaries, including the release of any liens related thereto, (e) the rollover by Jason Tremblay described above, and (f) the payment of all fees and expenses incurred in connection with the foregoing, and all other transactions contemplated by this Commitment Letter, the Acquisition Agreement, and the other Transaction Documents.
III. COMMITMENT
A. Commitment Amount and Roles
Subject to the terms and conditions set forth in this Commitment Letter (including the Term Sheet), Brindoval National Bank, N.A. hereby commits to provide the entire Two Hundred Million Dollar ($200,000,000) Term Loan Facility to the Borrower on the Closing Date. Brindoval's initial commitment hereunder is $200,000,000, representing a full underwrite of the Facility.
In connection with the Facility, Brindoval will act in the following capacities:
(a) Sole Lead Arranger of the Term Loan Facility;
(b) Sole Bookrunner of the Term Loan Facility; and
(c) Administrative Agent under the Loan Documents.
Following syndication of the Facility as described in Section VII below, Brindoval's intended hold position is $75,000,000 of the aggregate principal amount of the Term Loan Facility.
B. Syndication
Brindoval intends to syndicate portions of the Facility to additional lenders (each, an "Additional Lender") following execution of this Commitment Letter. As of the date hereof, Brindoval has received preliminary indications of interest from the following institutions:
(i) Harborstone Capital Partners LLC — preliminary indication of interest for $50,000,000 of the Term Loan Facility;
(ii) Pinnacle Ridge Credit Fund II LP — preliminary indication of interest for $40,000,000 of the Term Loan Facility; and
(iii) An additional $35,000,000 of the Term Loan Facility is expected to be allocated among one or more additional lenders to be identified during the syndication process.
Notwithstanding any syndication efforts, Brindoval's commitment hereunder shall not be reduced, released, or otherwise affected until such time as the applicable Additional Lenders have executed and delivered joinder agreements, assignment and assumption agreements, or other participation documentation, as applicable, in form and substance satisfactory to Brindoval. Until such time, Brindoval shall remain committed for the full $200,000,000 of the Term Loan Facility. The Borrower agrees to cooperate with Brindoval's syndication efforts as more fully described in Section VII below.
IV. CONDITIONS PRECEDENT TO FUNDING
A. General Conditions
The commitment of Brindoval to fund the Term Loan Facility on the date of closing (the "Closing Date") is subject to the satisfaction (or written waiver by Brindoval in its sole discretion) of each of the conditions set forth in this Section IV. Except as expressly set forth in this Section IV and in the Term Sheet, there are no other conditions (whether implied, statutory, or otherwise) to Brindoval's obligation to fund the Term Loan Facility on the Closing Date.
B. Documentation Condition
The Borrower, the Guarantors, and the Administrative Agent (on behalf of the Lenders) shall have executed and delivered a definitive credit agreement and all related loan documents (collectively, the "Loan Documents") in form and substance consistent with the Term Sheet and . The Loan Documents shall include, without limitation:
(i) a senior secured credit agreement (the "Credit Agreement");
(ii) a guarantee agreement, pursuant to which each direct and indirect domestic subsidiary of the Borrower (including, post-closing, Meridian and each of its domestic subsidiaries) shall guarantee the obligations under the Credit Agreement;
(iii) pledge and security agreements, pursuant to which the Borrower and each Guarantor shall grant to the Administrative Agent, for the benefit of the Lenders, a first-priority security interest in substantially all of their respective assets, in each case as more fully described in the Term Sheet;
(iv) intellectual property security agreements (covering patents, trademarks, copyrights, and related IP rights of the Borrower and each Guarantor);
(v) deposit account control agreements with respect to each material deposit account of the Borrower and each Guarantor; and
(vi) such other ancillary documents, instruments, and agreements as the Administrative Agent shall reasonably request, consistent with the terms of the Term Sheet.
C. Acquisition Closing Condition
The Acquisition shall have been consummated, or shall be consummated substantially simultaneously with the funding of the Term Loan Facility, in accordance with the terms of the Acquisition Agreement, without giving effect to any amendment, modification, waiver, or consent of or with respect to any term or condition of the Acquisition Agreement that is materially adverse to the interests of the Lenders, unless such amendment, modification, waiver, or consent has been approved by Brindoval (such approval not to be unreasonably withheld, conditioned, or delayed). For the avoidance of doubt, a reduction in the Purchase Price of less than ten percent (10%) shall not be deemed to be materially adverse to the interests of the Lenders.
D. No Material Adverse Effect
Since December 31, 2025 (the date of the most recent audited financial statements of Meridian made available to Brindoval), there shall not have occurred any event, change, circumstance, occurrence, effect, or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Target and its subsidiaries, taken as a whole.
For purposes of this Commitment Letter, "Material Adverse Effect" shall have the meaning ascribed to such term (or any analogous term) in the Acquisition Agreement as in effect on the date hereof .
E. Accuracy of Specified Representations
The following representations shall be true and correct as of the Closing Date:
(a) Specified Acquisition Agreement Representations. The "Specified Acquisition Agreement Representations" shall be true and correct in all material respects as of the Closing Date (or, in the case of any such representations and warranties that are qualified by materiality or "Material Adverse Effect," such representations and warranties shall be true and correct in all respects as of the Closing Date). As used herein, "Specified Acquisition Agreement Representations" means .
(b) Specified Borrower Representations. The "Specified Borrower Representations" shall be true and correct in all material respects as of the Closing Date (or, in the case of any such representations and warranties that are qualified by materiality, such representations and warranties shall be true and correct in all respects as of the Closing Date). As used herein, "Specified Borrower Representations" means representations and warranties made by the Borrower in the Loan Documents with respect to:
(i) corporate existence and good standing;
(ii) corporate power and authority, due authorization, and no conflicts with organizational documents, applicable law, or material agreements;
(iii) governmental approvals and consents (to the extent required for execution, delivery, and performance of the Loan Documents) ;
(iv) binding effect and enforceability of the Loan Documents;
(v) no violation of applicable law;
(vi) compliance with Federal Reserve margin regulations (Regulation U);
(vii) status under the Investment Company Act of 1940, as amended;
(viii) compliance with the USA PATRIOT Act, applicable anti-money laundering laws, OFAC sanctions, and anti-corruption laws (including the FCPA);
(ix) solvency of the Borrower and its subsidiaries on a consolidated basis (after giving pro forma effect to the Transactions and the incurrence of indebtedness hereunder); and
(x) use of proceeds of the Term Loan Facility in accordance with the terms of the Loan Documents and this Commitment Letter.
F. Delivery of Financial Statements
The Administrative Agent shall have received each of the following:
(i) Audited Financial Statements. Audited consolidated financial statements of Meridian and its subsidiaries (including audited consolidated balance sheets, statements of income, statements of cash flows, and statements of changes in stockholders' equity, together with all notes thereto) for the two (2) most recently completed fiscal years ended at least ninety (90) days prior to the Closing Date, in each case prepared in accordance with generally accepted accounting principles in the United States ("GAAP") consistently applied and audited by Whitfield & Sable LLP (or another nationally recognized independent registered public accounting firm reasonably acceptable to the Administrative Agent), accompanied by an unqualified audit opinion. Based on the anticipated timeline for the Transactions, the audited financial statements required to be delivered are expected to include the audited financial statements for the fiscal years ended December 31, 2024 and December 31, 2025.
(ii) Interim Financial Statements. Unaudited interim consolidated financial statements of Meridian and its subsidiaries (including unaudited consolidated balance sheets, statements of income, and statements of cash flows) for each completed fiscal quarter ended at least forty-five (45) days prior to the Closing Date, prepared in accordance with GAAP consistently applied (subject to the absence of footnotes and normal year-end adjustments).
G. Customary Closing Deliverables
Consistent with market practice for "SunGard" or "certain funds" style acquisition financing closings, the following closing deliverables shall have been delivered or satisfied, in each case in form and substance reasonably satisfactory to the Administrative Agent:
1. Organizational Documents and Good Standing. Certificates of formation, limited liability company agreements, certificates of incorporation, bylaws, or similar organizational documents (as applicable) for the Borrower, Meridian (post-closing), and each Guarantor, together with certificates of good standing (or the equivalent) from the applicable jurisdiction of organization for each such entity, dated within thirty (30) days of the Closing Date.
2. Secretary's / Authorized Person's Certificates. Secretary's or authorized person's certificates for the Borrower and each Guarantor, certifying (A) the organizational documents of such entity, (B) resolutions duly adopted by the governing body of such entity authorizing the execution, delivery, and performance of the Loan Documents to which it is a party, and (C) the incumbency and specimen signatures of the officers or authorized persons executing the Loan Documents on behalf of such entity.
3. Executed Loan Documents. Executed counterparts of each of the Loan Documents, duly authorized, executed, and delivered by each party thereto.
4. Solvency Certificate. A solvency certificate executed by the chief financial officer of the Borrower (or, if no chief financial officer has been appointed as of the Closing Date, by the chief financial officer of the Sponsor ), in form , certifying that, after giving pro forma effect to the Transactions, the Borrower and its subsidiaries, on a consolidated basis, are solvent.
5. Legal Opinions. Legal opinions from (A) , and (B) local counsel in any other jurisdictions reasonably requested by the Administrative Agent.
6. Evidence of Insurance. Evidence that the Borrower, Meridian, and each Guarantor maintain insurance coverage (including property, casualty, and commercial general liability insurance) in form and amount consistent with the requirements set forth in the Term Sheet, with the Administrative Agent named as additional insured and loss payee (or mortgagee, as applicable) on each such policy, together with lender's loss payable endorsements.
7. Perfected Security Interests. Evidence of perfected, first-priority security interests in the Collateral (as defined in the Term Sheet), including: (A) UCC-1 financing statements in proper form for filing with the Delaware Secretary of State (with respect to the Borrower and Meridian, each organized in Delaware) and in such other jurisdictions as the Administrative Agent shall require; (B) filings with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, with respect to registered intellectual property of the Borrower and each Guarantor; and (C) executed deposit account control agreements with respect to each material deposit account.
8. Lien Searches. Results of UCC lien searches, federal and state tax lien searches, and judgment lien searches in each applicable jurisdiction, confirming that no prior liens, encumbrances, or security interests exist with respect to the assets of the Borrower, Meridian, or any Guarantor, other than Permitted Liens (as defined in the Term Sheet).
9. Payment of Fees and Expenses. Payment in full of all fees and expenses due and payable on the Closing Date, including the arrangement fee, the structuring fee, and the original issue discount (collectively, as set forth in the Fee Letter), and all reasonable and documented out-of-pocket legal fees and expenses of Broadwick & Thayer LLP, as counsel to Brindoval, incurred in connection with the Transactions through the Closing Date.
10. Funds Flow Memorandum. A funds flow memorandum in form reasonably satisfactory to the Administrative Agent, setting forth the sources and uses of funds on the Closing Date, wire transfer instructions for all parties, and the application of the proceeds of the Term Loan Facility.
11. Patriot Act / Beneficial Ownership Information. All documentation and other information required under the USA PATRIOT Act, the Bank Secrecy Act, and other applicable "know your customer" and anti-money laundering laws and regulations, including a completed Certification Regarding Beneficial Owners of Legal Entity Customers for the Borrower and each Guarantor.
12. Payoff of Existing Indebtedness.
H. Equity Contribution
The Administrative Agent shall have received satisfactory evidence that the Sponsor (through Fund IV) has made, or will make substantially simultaneously with the funding of the Term Loan Facility on the Closing Date, a cash equity contribution to the Borrower of not less than One Hundred Thirty Million Dollars ($130,000,000), which equity contribution shall be applied in accordance with the sources and uses set forth in Section II.B above.
I. No Default
No Default or Event of Default (as such terms will be defined in the Credit Agreement) shall have occurred and be continuing on the Closing Date, or would result from the funding of the Term Loan Facility or the consummation of the Transactions.
J. Limitation on Conditions
The parties hereto hereby acknowledge and agree that the conditions to funding set forth in this Section IV and in the Term Sheet are the conditions to Brindoval's obligation to fund the Term Loan Facility on the Closing Date. No additional or implied conditions to funding shall exist, subject in all cases to Brindoval's rights under Section VI (Market Flex Provisions) hereof. For the avoidance of doubt, completion of the syndication of the Facility to Additional Lenders shall not be a condition to Brindoval's obligation to fund the Term Loan Facility on the Closing Date.
V. FEES AND EXPENSES
A. Fees
Reference is made to the Fee Letter of even date herewith between Brindoval and the Borrower (attached hereto as Exhibit B), which sets forth the fees payable to Brindoval in connection with the arrangement and funding of the Facility. A summary of such fees is set forth below:
(i) Arrangement Fee: An arrangement fee equal to 1.50% of the total commitment amount of the Term Loan Facility ($200,000,000 × 1.50% = $3,000,000), payable in full in immediately available funds on the Closing Date.
(ii) Structuring Fee: A flat structuring fee of $500,000, payable in full in immediately available funds on the Closing Date.
(iii) Original Issue discount ("OID"): An OID of 2.00% of the aggregate principal amount of the Term Loan Facility ($200,000,000 × 2.00% = $4,000,000), resulting in net proceeds to the Borrower of $196,000,000. The OID shall be deducted from the principal amount of the Term Loan Facility funded on the Closing Date.
The Fee Letter is an integral part of this Commitment Letter, and the terms thereof are incorporated herein by reference. In the event of any inconsistency between the terms of this Letter and the terms of the Fee Letter with respect to fees, the Fee Letter shall control.
B. Expenses
Whether or not the Closing Date occurs and whether or not the Loan Documents are executed and delivered, the Borrower agrees to reimburse Brindoval for all reasonable and documented out-of-pocket costs and expenses incurred by Brindoval in connection with the Facility, the syndication thereof, and the Transactions, including, without limitation, the reasonable fees, charges, and disbursements of Invoices for such expenses shall be rendered to the Borrower from time to time, and shall be payable within thirty (30) days of receipt. The expense reimbursement obligation set forth in this Section V.B shall survive the termination or expiration of this Commitment Letter.
VI. MARKET FLEX PROVISIONS
A. Pricing Flex
Brindoval reserves the right (the "Flex Right"), in its sole discretion, to make the following adjustments to the pricing terms of the Facility if Brindoval determines in good faith that such changes are to ensure the successful syndication of the Facility to Additional Lenders on terms reasonably satisfactory to Brindoval:
(i) Interest Rate Spread Increase. Brindoval may increase the applicable interest rate spread on the Term Loan Facility by up to basis points (i.e., from Adjusted Term SOFR + 475 basis points to Adjusted Term SOFR + basis points).
(ii) OID Increase. Brindoval may increase the original issue discount on the Term Loan Facility by up to an additional basis points (i.e., from 2.00% to ), resulting in a maximum OID of and correspondingly reduced net proceeds to the Borrower.
B. Structural Flex
In addition to the pricing Flex Rights set forth in Section VI.A above, Brindoval reserves the right to make the following structural adjustments to the Facility, if Brindoval determines in good faith that such changes are to ensure the successful syndication of the Facility:
(i) Revolving Credit Facility. Brindoval may add a revolving credit facility to the overall facility structure (the terms of any such revolving credit facility to be negotiated in good faith by the parties).
(ii) Amortization. Brindoval may modify the amortization schedule for the Term Loan Facility within the range of 1.0% to per annum of the original principal amount.
SOFR Floor. Brindoval may adjust the SOFR floor applicable to the Term Loan Facility within a range of 0.75% to 1.50%.
Reallocation. Brindoval may reallocate commitments among the Term Loan Facility and any revolving credit facility added pursuant to clause (i) above, provided that the aggregate principal amount of all facilities does not exceed the total commitment amount.
C. Exercise of Flex
Brindoval will provide the Borrower with at least business days' prior written notice before exercising any Flex Right. Such notice shall describe in reasonable detail the specific adjustments Brindoval proposes to make and the reasons therefor. The exercise of any Flex Right by Brindoval shall not constitute a failure of any condition precedent to funding set forth in Section IV hereof, and the Borrower shall not have the right to decline to consummate the Transactions solely as a result of the exercise of any Flex Right by Brindoval within the parameters described in this Section VI.
D. Confidentiality of Flex
The terms of this Section VI and the Fee Letter shall be treated as confidential information of Brindoval. The Borrower shall not disclose the existence or terms of the Flex Rights or the Fee Letter to any person other than the Borrower's and the Sponsor's respective officers, directors, employees, accountants, and legal advisors (including Alderton Paige LLP, Calderwood & Harkness LLP, and Velthorn Stanton Advisory LLC), in each case on a need-to-know basis and provided that such persons are informed of the confidential nature thereof and agree to be bound by the confidentiality obligations set forth herein.
VII. SYNDICATION
A. Syndication Efforts
Brindoval will manage all aspects of the syndication of the Facility in its capacity as Sole Lead Arranger and Sole Bookrunner, including, without limitation:
(i) the identification, selection, and approval of prospective Additional Lenders and syndication participants, subject to the Borrower's consent right with respect to the identity of each Additional Lender (such consent not to be unreasonably withheld, conditioned, or delayed) ;
(ii) the determination of allocations among Additional Lenders, including the final hold amount for each Additional Lender;
(iii) the granting of titles, roles, and other designations to Additional Lenders in connection with the syndication; and
(iv) the determination of the timeline for the launch, marketing, and completion of the syndication of the Facility, and the compensation (including any syndication fees) payable to Additional Lenders.
Brindoval's decisions with respect to the foregoing matters shall be final and binding, subject only to the Borrower's consent right over the identity of Additional Lenders as described in clause (i) above .
B. Borrower's Cooperation Obligations
The Borrower and the Sponsor agree to use commercially reasonable efforts to assist Brindoval in connection with the syndication of the Facility, including, without limitation:
(i) Lender Meetings and Presentations. The Borrower and the Sponsor shall make their respective senior management available to participate in lender meetings, calls, video conferences, and presentations with prospective Additional Lenders as reasonably requested by Brindoval, at such times and locations as Brindoval may reasonably designate.
(ii) Information Memorandum. The Borrower and the Sponsor shall cooperate in the preparation and delivery of a confidential information memorandum and lender presentation materials relating to the Borrower, the Target, and the Transactions (the "Information Memorandum"), in each case in form and substance reasonably satisfactory to Brindoval. The Borrower shall provide customary 10b-5 representations regarding the accuracy and completeness of the information contained in the Information Memorandum, confirming that such Information Memorandum does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(iii) Financial Statements, Projections, and Information. The Borrower and the Sponsor shall provide Brindoval with such financial statements, projections, business plans, and other information regarding the Borrower, the Target, and their respective subsidiaries as Brindoval may reasonably request in connection with the syndication of the Facility.
(iv) Authorization Letters. The Borrower shall obtain and deliver customary authorization letters for the sharing of due diligence materials, the Information Memorandum, and other confidential information with prospective Additional Lenders, subject to the execution by each such prospective Additional Lender of a confidentiality and non-disclosure agreement in form reasonably satisfactory to the Borrower and Brindoval .
(v) Management Availability. The Borrower shall the management of the Target (including, without limitation, the chief executive officer, the chief financial officer, and the chief technology officer of Meridian) to be available for meetings, due diligence sessions, and question-and-answer sessions with prospective Additional Lenders during the syndication period .
(vi) No Cleansing. During the syndication period, neither the Borrower, the Sponsor, the Target, nor any of their respective affiliates shall publicly disclose any material non-public information that has been provided to prospective Additional Lenders on a confidential basis in connection with the syndication of the Facility (which disclosure would have the effect of "cleansing" such confidential information) without the prior written consent of Brindoval.
C. Clear Market
For a period of days following the date on which Brindoval launches the syndication of the Facility (the "Clear Market Period"), neither the Borrower, the Sponsor, nor any of their respective affiliates shall, directly or indirectly, syndicate, place, arrange, issue, or incur any debt securities, bank financing, commercial paper, or other indebtedness for borrowed money for or on behalf of the Borrower, Meridian, or any of their respective subsidiaries (other than the Facility and any other indebtedness expressly contemplated hereby), without the prior written consent of Brindoval. The foregoing restriction shall not apply to (i) ordinary course trade payables, (ii) intercompany indebtedness among the Borrower and its subsidiaries.
VIII. INFORMATION
A. Information Covenant
The Borrower represents, warrants, and covenants to Brindoval that:
(a) All written information (other than projections, estimates, and forward-looking information) that has been or will be provided by or on behalf of the Borrower, the Sponsor, the Target, or any of their respective affiliates to Brindoval or any Additional Lender in connection with the Transactions or the syndication of the Facility (collectively, the "Information") is and will be, when furnished and taken as a whole, .
(b) All projections, estimates, and forward-looking information that have been or will be provided by or on behalf of the Borrower, the Sponsor, the Target, or any of their respective affiliates to Brindoval or any Additional Lender in connection with the Transactions (collectively, the "Projections") have been and will be prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time of preparation and delivery thereof. It is understood and agreed that the Projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrower's control, that actual results may differ materially from the Projections, and that no assurance can be given that any particular Projections will be realized. The Projections are not to be viewed as facts and should not be relied upon as necessarily indicative of future results.
B. Notification
The Borrower agrees to supplement the Information from time to time as necessary to ensure continued compliance with subsection (a) above. The Borrower shall promptly notify Brindoval if the Borrower becomes aware that any of the Information previously provided has become materially inaccurate or misleading; provided, however, that the provision of updated or supplemental information shall not cure any breach of the representations and warranties made at the time the original Information was provided.
IX. INDEMNIFICATION
A. Scope
The Borrower and the Sponsor (jointly and severally; provided that the Sponsor's liability under this Section IX shall be subject to the limitations set forth in the Term Sheet regarding the Sponsor Guaranty) agree to indemnify and hold harmless Brindoval, each of its affiliates, and their respective directors, officers, employees, advisors, agents, and controlling persons (each, an "Indemnified Person") from and against any and all losses, claims, damages, liabilities, and related expenses (including, without limitation, reasonable and documented legal fees, charges, and disbursements of one primary counsel to the Indemnified Persons, taken as a whole, and, if , one local counsel in each relevant jurisdiction, and, in the event of an actual or perceived conflict of interest, one additional counsel to each group of ) that are incurred by, imposed upon, or asserted against any Indemnified Person and arising out of, in connection with, or as a result of:
(i) this Commitment Letter, the Fee Letter, the Facility, the Loan Documents, or any other Transaction Document;
(ii) the execution, delivery, or performance of this Commitment Letter, the Fee Letter, the Facility, or any of the Transactions;
(iii) the use or proposed use of the proceeds of the Facility; or
(iv) any actual or threatened claim, action, suit, inquiry, proceeding, investigation, or litigation relating to any of the foregoing, whether or not any Indemnified Person is a party thereto and whether or not such claim, action, suit, inquiry, proceeding, investigation, or litigation is brought by or on behalf of the Borrower or any of its affiliates.
Exclusions. Notwithstanding the foregoing, the Borrower and the Sponsor shall not be obligated to indemnify any Indemnified Person for any losses, claims, damages, liabilities, or expenses to the extent that such losses, claims, damages, liabilities, or expenses are determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from (A) the gross negligence, bad faith, or willful misconduct of such Indemnified Person, (B) any dispute solely among the Indemnified Persons (not arising out of or related to any act or omission of the Borrower, the Sponsor, the Target, or any of their respective affiliates).
B. Contribution
If for any reason the indemnification provided in Section IX.A above is unavailable to any Indemnified Person or is insufficient to hold such Indemnified Person harmless from any losses, claims, damages, liabilities, or expenses referred to therein, then the Borrower and the Sponsor shall contribute to the aggregate amount of such losses, claims, damages, liabilities, and expenses incurred by such Indemnified Person in such proportion as is appropriate to reflect the relative benefits received by the Borrower and the Sponsor, on the one hand, and such Indemnified Person, on the other hand, from the Facility, the Transactions, and the other transactions contemplated by this Commitment Letter, or, if such allocation is not permitted by applicable law, in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of such parties and any other relevant equitable considerations.
C. Settlement
No Indemnified Person shall settle, compromise, or consent to the entry of any judgment in any pending or threatened claim, action, suit, or proceeding in respect of which indemnification or contribution may be sought hereunder without the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned, or delayed). The Borrower shall not, without the prior written consent of the applicable Indemnified Person (which consent shall not be unreasonably withheld), settle, compromise, or consent to the entry of any judgment in any pending or threatened claim, action, suit, or proceeding in respect of which indemnification or contribution is or could be sought hereunder, unless such settlement, compromise, or consent (x) includes an unconditional release of such Indemnified Person from all liability arising out of such claim, action, suit, or proceeding, (y) does not include any statement as to, or any admission of, fault, culpability, or failure to act by or on behalf of any Indemnified Person, and (z) does not impose any non-monetary obligation or restriction on any Indemnified Person.
D. Survival
The indemnification and contribution obligations of the Borrower and the Sponsor set forth in this Section IX shall survive the closing of the Facility, the repayment of the Facility, and the termination or expiration of this Commitment Letter, and shall remain in full force and effect regardless of any investigation made by or on behalf of any Indemnified Person.
X. TERMINATION AND EXPIRATION
A. Expiration Date
This Commitment Letter (and Brindoval's commitment to fund the Facility hereunder) shall expire at 5:00 p.m. (New York City time) on the date that is forty-five (45) days after the date of execution of this Commitment Letter by both parties (the "Expiration Date"), which, assuming execution on April 18, 2026, would be June 2, 2026. If the Closing Date has not occurred on or before the Expiration Date, this Commitment Letter and Brindoval's commitment hereunder shall automatically terminate and be of no further force or effect (other than with respect to the provisions that survive termination as set forth below), unless such Expiration Date is extended in writing by Brindoval in its sole discretion.
B. Earlier Termination
This Commitment Letter shall terminate automatically (without any further action by any party) upon the earliest to occur of the following:
(i) the closing and funding of the Facility on the Closing Date, at which point the rights and obligations of the parties shall be governed exclusively by the Loan Documents;
(ii) the termination of the Acquisition Agreement in accordance with its terms, whether by the Borrower, the Sellers, or by mutual agreement;
(iii) the delivery of written notice by the Borrower to Brindoval of the Borrower's election to terminate this Commitment Letter
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Notwithstanding any termination or expiration of this Commitment Letter, the Borrower's obligations under Section V (Fees and Expenses), Section VIII (Information), Section IX (Indemnification), Section XI (Confidentiality), and Section XII (Governing Law and Jurisdiction) shall survive such termination or expiration and shall remain in full force and effect in accordance with their respective terms.
XI. CONFIDENTIALITY
A. Obligations
This Commitment Letter, including the Term Sheet and the Fee Letter, is confidential and, except as set forth below, may not be disclosed by the Borrower, the Sponsor, or any of their respective affiliates to any person without the prior written consent of Brindoval. Notwithstanding the foregoing, this Commitment Letter (and the contents hereof) may be disclosed:
(i) to the officers, directors, employees, accountants, attorneys, and other professional advisors of the Borrower and the Sponsor (including, without limitation, Alderton Paige LLP, Calderwood & Harkness LLP, Velthorn Stanton Advisory LLC), in each case on a need-to-know basis, provided that such persons are informed of the confidential nature of this Commitment Letter and agree to maintain the confidentiality hereof;
(ii) to the officers, directors, and professional advisors of the Target, to the extent necessary in connection with the negotiation, execution, and consummation of the Transactions, provided that such persons are informed of the confidential nature of this Commitment Letter and agree to maintain the confidentiality hereof;
(iii) as may be required by applicable law, rule, regulation, compulsory legal process, or the rules of any applicable stock exchange or regulatory authority, provided that the Borrower shall, to the extent practicable and legally permitted, provide Brindoval with prior written notice of any such required disclosure
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The existence of the Fee Letter and the existence of the Flex provisions set forth in Section VI may be disclosed to the persons described in clause (i) above, but the specific economic terms of the Fee Letter (including the arrangement fee, structuring fee, and OID) and the specific terms and parameters of the Flex provisions may not be disclosed to any person other than the persons described in clause (i) above.
B. Return of Information
Upon the termination or expiration of this Commitment Letter, the Borrower shall, upon Brindoval's written request, promptly return or destroy (and certify such destruction in writing) all confidential information, documents, and materials provided by Brindoval to the Borrower in connection with the Facility, the Transactions, or the syndication thereof; provided that the Borrower and its advisors may retain copies of such information to the extent required by applicable law, regulation, or professional standards, or to the extent such information is maintained in electronic backup systems in the ordinary course, subject to continued compliance with the confidentiality obligations set forth herein.
XII. GOVERNING LAW AND JURISDICTION
A. Governing Law
This Commitment Letter and any claim, controversy, or dispute arising under or related to this Commitment Letter (including, without limitation, any claims sounding in contract law or tort law) shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
B. Jurisdiction
Each party hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York, or, if such court lacks subject matter jurisdiction, the Supreme Court of the State of New York sitting in the Borough of Manhattan, City and State of New York (and any appellate courts thereof), for any action, suit, or proceeding arising out of or relating to this Commitment Letter, the Fee Letter, or the Transactions contemplated hereby, and each party hereto irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue in any such court, and any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
C. Waiver of Jury Trial
EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR ANY OTHER THEORY) ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER, THE FEE LETTER, THE FACILITY, THE TRANSACTIONS, OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF OR THEREOF.
XIII. MISCELLANEOUS PROVISIONS
A. Amendments and Waivers
No amendment, modification, supplement, or waiver of any provision of this Commitment Letter, and no consent to any departure by any party from any provision hereof, shall be effective unless such amendment, modification, supplement, waiver, or consent is in writing and signed by each of the parties hereto. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.
B. Assignment
The Borrower may not assign or transfer any of its rights or obligations under this Commitment Letter without the prior written consent of Brindoval, and any purported assignment without such consent shall be null and void. Brindoval may assign its commitments and rights hereunder (in whole or in part) to any of its affiliates, and, following the execution of this Commitment Letter, in connection with the syndication of the Facility as contemplated by Section VII hereof.
C. Counterparts and Electronic Execution
This Commitment Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or by electronic means (including any electronic signature complying with the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart hereof.
D. Integration / Entire Agreement
This Commitment Letter (including the Term Sheet attached as Exhibit A hereto and the Fee Letter attached as Exhibit B hereto) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, proposals, correspondence, agreements, and understandings (whether written or oral) among the parties relating to the Facility or the subject matter hereof. There are no conditions to the effectiveness of this Commitment Letter other than those expressly stated herein.
E. No Fiduciary Duty
The Borrower acknowledges and agrees that:
(i) Brindoval is acting solely in the capacity of a principal and as an arm's-length contractual counterparty to the Borrower with respect to the Facility, and not as a financial advisor, fiduciary, agent, or trustee of or for the Borrower, the Sponsor, the Target, or any other person;
(ii) neither Brindoval nor any of its affiliates has any obligation to the Borrower or any of its affiliates with respect to the Transactions contemplated hereby except those obligations expressly set forth in this Commitment Letter;
(iii) Brindoval and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its affiliates, and Brindoval shall have no obligation to disclose any such interests to the Borrower; and
(iv) the Borrower has consulted its own legal, accounting, regulatory, and tax advisors to the extent it has deemed appropriate, and the Borrower is capable of evaluating and understanding, and does evaluate and understand, the terms, risks, and conditions of the Transactions contemplated by this Commitment Letter.
F. Patriot Act Notification
Brindoval hereby notifies the Borrower that, pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56, as amended) (the "Patriot Act"), it is required to obtain, verify, and record information that identifies the Borrower, each Guarantor, and each other party to the Loan Documents, which information includes the name, address, tax identification number, and other information that will allow Brindoval to identify such party in accordance with the Patriot Act. The Borrower shall, and shall cause each Guarantor to, provide such information and documentation as Brindoval may reasonably request for these purposes. This notice is given in accordance with the requirements of the Patriot Act and is effective as to Brindoval and each Additional Lender that becomes a party to the Loan Documents.
XIV. ACCEPTANCE AND SIGNATURE BLOCKS
If the foregoing accurately sets forth our agreement, please indicate your acceptance of the terms and conditions of this Commitment Letter (including the Term Sheet and the Fee Letter) by executing and returning counterparts of this Commitment Letter, the Term Sheet, and the Fee Letter to the undersigned at the address set forth above no later than 5:00 p.m. (New York City time) on April 18, 2026. This offer shall expire if not so accepted by such time.
We look forward to working with you on this transaction.
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