1041-00002 · Solara Digital Infrastructure LP · Commitment Letter Review

commitment-letter-final-execution-version.docx DOCUMENT M&A / Corporate

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CONFIDENTIAL

COMMITMENT LETTER

EXECUTION VERSION

April 18, 2026

Solara Digital Acquisition Holdings LLC c/o Solara Digital Infrastructure LP 1700 Market Street, Suite 2400 Wilmington, DE 19801

Attention: Viktor Strand, Co-Founder & Managing Partner Derek Raines, Chief Financial Officer

Re: $200,000,000 Senior Secured Term Loan Facility — Commitment Letter

Ladies and Gentlemen:

Brindoval National Bank, N.A. ("Brindoval," "CNB," the "Commitment Party," or the "Lead Arranger"), a national banking association organized and existing under the laws of the United States with its principal office at 383 Madison Avenue, 14th Floor, New York, NY 10179, is pleased to set forth the terms and conditions upon which it commits to provide the Facility (as defined below) to Solara Digital Acquisition Holdings LLC, a Delaware limited liability company (the "Borrower" or "you").

The Borrower is a newly formed, wholly owned subsidiary of Solara Digital Infrastructure Fund IV LP, a Delaware limited partnership ("Fund IV"), which is managed by Solara Digital Infrastructure LP, a Delaware limited partnership ("Solara" or the "Sponsor"). Fund IV is the fourth institutional fund vehicle managed by the Sponsor and is focused on control and growth equity investments in technology-enabled infrastructure and enterprise software businesses.

The Borrower intends to acquire (the "Acquisition"), directly or indirectly, 100% of the outstanding equity interests of Meridian Cloud Solutions Inc. ("Meridian" or the "Target"), a Delaware corporation headquartered at 450 Technology Parkway, Suite 800, Austin, TX 78759, from Meridian's existing shareholders (collectively, the "Sellers"). The Sellers include: (i) Ashford Ventures Partners LLC, a Delaware limited liability company, holding approximately 52% of the Target's outstanding equity interests; (ii) Jason Tremblay, the Founder and Chief Executive Officer of the Target, holding approximately 28% of the Target's outstanding equity interests; and (iii) various management and employee equity holders holding, in the aggregate, approximately 20% of the Target's outstanding equity interests. The aggregate purchase price for the Acquisition is $315,000,000 on an enterprise value basis.

The Target operates 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. As of December 31, 2025, the Target had approximately $62,400,000 in annual recurring revenue ("ARR"), reflecting approximately 27% year-over-year growth, and last twelve months ("LTM") Adjusted EBITDA of approximately $18,700,000 (representing an approximately 30% Adjusted EBITDA margin). The Target employs approximately 310 full-time equivalent employees across its operations.

The Acquisition will be consummated pursuant to a definitive purchase agreement to be entered into between the Borrower (or its affiliates) and the Sellers (the "Acquisition Agreement"), which is expected to be executed and delivered on or about the date hereof or shortly thereafter.

This commitment letter (this "Commitment Letter"), together with the Term Sheet attached hereto as Exhibit A (the "Term Sheet"), sets forth the principal terms and conditions under which Brindoval is prepared to commit to provide the Facility to the Borrower in connection with the Acquisition. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Term Sheet.

Section 1: The Facility; Commitment

1.1 Commitment. Brindoval hereby commits to provide to the Borrower a senior secured term loan facility in an aggregate principal amount of $200,000,000 (the "Facility" or the "Term Loan Facility"), on the terms and subject to the conditions set forth in this Commitment Letter and the Term Sheet attached hereto as Exhibit A. Such commitment is a binding obligation of Brindoval, subject solely to the satisfaction (or waiver by Brindoval) of the conditions precedent set forth in Section 5 of this Commitment Letter. In connection with the Facility, Brindoval shall serve in the following capacities: (a) Sole Lead Arranger, (b) Sole Bookrunner, and (c) Administrative Agent, in each case under and as defined in the Credit Agreement (as defined below).

1.2 Purposes. The proceeds of the Facility, together with an equity contribution from Fund IV in the aggregate amount of not less than $130,000,000 (the "Equity Contribution"), will be applied as follows:

Sources of Funds:

Uses of Funds:

The Equity Contribution represents approximately 41.3% of the enterprise value of the Target, which the parties acknowledge reflects a meaningful equity cushion relative to the aggregate indebtedness incurred in connection with the Acquisition. The closing leverage metrics, after giving effect to the Acquisition and the funding of the Facility, are as follows: (a) Total Debt to LTM Adjusted EBITDA of approximately 10.70x; and (b) Total Debt to ARR of approximately 3.21x. The parties acknowledge that the leverage profile reflects the high-growth, recurring-revenue characteristics of the Target's SaaS business model and is consistent with market precedent for comparable sponsor-backed software acquisition financings.

1.3 Brindoval Internal Deal Reference. For internal tracking and administrative purposes, this transaction has been assigned Brindoval deal reference number CNB-TLF-2026-0389. The Borrower and the Sponsor should reference this number in all correspondence with Brindoval relating to the Facility.

Section 2: Titles and Roles

Brindoval shall act as Sole Lead Arranger and Sole Bookrunner with respect to the Facility and shall have the rights and responsibilities customarily associated with such roles, including the sole and exclusive right to manage all aspects of the syndication of the Facility (subject to the terms of Section 3 below). In addition, Brindoval shall serve as Administrative Agent under the Credit Agreement and the related loan documents, and shall have the rights, duties, and protections customarily afforded to an administrative agent in comparable syndicated credit facilities.

No other agents, co-agents, arrangers, co-arrangers, bookrunners, co-bookrunners, managers, or co-managers shall be appointed with respect to the Facility without the prior written consent of Brindoval, except as Brindoval may agree in connection with the syndication of the Facility. If, in connection with any syndication of the Facility, Brindoval determines in its sole discretion that it is advisable to award any titles or roles to prospective syndication participants, Brindoval shall consult with the Borrower in good faith regarding such titles and roles; provided, however, that Brindoval shall retain the "left lead" position and the attendant economics, rights, and responsibilities associated therewith. Any such additional titles and roles shall be documented in a joinder or supplement to this Commitment Letter or in the Credit Agreement, as applicable.

Section 3: Syndication

3.1 Syndication Intent. Brindoval intends to syndicate portions of the Facility to a group of financial institutions, funds, and other lenders (collectively with Brindoval, the "Lenders") that are reasonably acceptable to the Borrower (such acceptance not to be unreasonably withheld, conditioned, or delayed). The Borrower acknowledges that syndication is an important component of Brindoval's credit risk management strategy and that the successful syndication of the Facility is in the mutual interest of the parties. Notwithstanding the foregoing, the Borrower's consent rights with respect to Lenders shall be subject to customary limitations (including the right of Brindoval, in its capacity as Administrative Agent, to assign or participate interests to its affiliates without the Borrower's consent).

3.2 Targeted Syndication Allocation. Brindoval's target hold position following completion of the syndication of the Facility is $75,000,000 of the aggregate $200,000,000 commitment. As of the date hereof, the following financial institutions have provided preliminary, non-binding indications of interest in participating in the Facility:

The foregoing allocations are preliminary and indicative only and are subject to change based on market conditions, investor demand, and the outcome of the syndication process. Brindoval shall have sole discretion in determining final allocations among the Lenders, subject to the Borrower's consent rights set forth in Section 3.1 above.

3.3 Syndication Efforts. Brindoval will use commercially reasonable efforts to complete the syndication of the Facility as promptly as practicable. However, until the successful completion of syndication (or in the event that syndication is not completed prior to the Closing Date), Brindoval shall be obligated to fund the entire $200,000,000 commitment on the Closing Date, subject solely to the satisfaction (or waiver) of the conditions set forth in Section 5 of this Commitment Letter. The parties acknowledge and agree that the completion of syndication is not a condition to Brindoval's obligation to fund the Facility. Brindoval's obligation to fund the full amount of its commitment on the Closing Date is absolute, irrespective of whether any assignments to or commitments from prospective co-lenders have been obtained.

3.4 Borrower's Cooperation. The Borrower and the Sponsor agree to cooperate reasonably with Brindoval in connection with the syndication of the Facility, including, without limitation: (a) providing Brindoval with all information reasonably requested relating to the Borrower, the Sponsor, the Target, and the Acquisition; (b) making senior management of the Borrower, the Sponsor, and (to the extent within the Borrower's control following the closing of the Acquisition, or to the extent reasonably obtainable prior to the closing of the Acquisition pursuant to the Acquisition Agreement) the Target available for meetings, conference calls, and lender presentations (including, if Brindoval so requests, a "bank meeting" or equivalent presentation to prospective Lenders); (c) cooperating with Brindoval in the preparation of a confidential information memorandum (the "CIM") and other marketing materials relating to the Facility, including reviewing and confirming the accuracy of any description of the Target, the Borrower, and the Sponsor contained therein; and (d) providing customary authorization letters to Brindoval authorizing the distribution of the CIM and other marketing materials to prospective Lenders, in each case subject to the confidentiality provisions set forth in Section 9 of this Commitment Letter and in the form of confidential disclosure agreement executed by prospective Lenders (the "Lender NDA"). The Borrower and the Sponsor acknowledge that Brindoval may, at its option, prepare and distribute the CIM, a lender presentation, a term sheet summary, and other customary syndication materials. The Borrower shall be afforded a reasonable opportunity (not less than two business days) to review and comment on any CIM or marketing materials prior to distribution to prospective Lenders.

3.5 No Reduction of Commitment. For the avoidance of doubt, no syndication efforts, marketing activities, Lender discussions, or other actions taken by Brindoval in connection with the syndication of the Facility shall reduce, limit, or otherwise affect Brindoval's binding obligation to fund the full $200,000,000 commitment on the Closing Date, subject to the satisfaction (or waiver by Brindoval) of the conditions set forth in Section 5 of this Commitment Letter. The Borrower shall be entitled to rely on Brindoval's commitment for the full amount of the Facility regardless of the status or outcome of syndication efforts.

Section 4: Fees

In connection with the Facility, the Borrower and Brindoval have entered into a separate fee letter of even date herewith (the "Fee Letter"), which sets forth the fees payable by the Borrower to Brindoval in connection with the Facility. The Fee Letter provides for the following fees, among other matters:

(a) Arrangement Fee: A fee equal to 1.50% of the aggregate principal amount of the Facility ($200,000,000 × 1.50% = $3,000,000), payable in full in immediately available funds on the Closing Date.

(b) Structuring Fee: A flat fee of $500,000 payable to Brindoval in immediately available funds on the Closing Date, in consideration for Brindoval's structuring, credit analysis, and underwriting work in connection with the Facility.

(c) Original Issue discount (OID): An original issue discount of 2.00% on the aggregate principal amount of the Facility ($200,000,000 × 2.00% = $4,000,000), resulting in net cash proceeds to the Borrower of $196,000,000. The OID shall be reflected in the pricing of the Term Loan and shall be deducted from the gross proceeds funded on the Closing Date.

The Fee Letter is incorporated by reference into this Commitment Letter and shall be binding on the parties hereto in accordance with its terms. The specific terms of the Fee Letter, including fee amounts, OID, and other pricing terms, are confidential and may not be disclosed by the Borrower, the Sponsor, or any of their respective affiliates or representatives except as expressly permitted in the Fee Letter and in Section 9 of this Commitment Letter.

Section 5: Conditions Precedent to Funding

5.1 General Standard. The commitment of Brindoval to fund the Facility on the Closing Date (as defined below) is subject solely to the satisfaction (or waiver by Brindoval in its sole discretion) of the conditions set forth in this Section 5 (and no other conditions, whether implied, at law, in equity, or otherwise). The term "Closing Date" means the date on which all conditions set forth in this Section 5 have been satisfied (or waived) and the initial funding of the Facility occurs. As used in this Section 5, unless the context otherwise requires, the determination of whether any condition has been satisfied shall be made by Brindoval, acting reasonably and in good faith.

5.2 Specific Conditions. The obligation of Brindoval to fund the Facility on the Closing Date is subject to the satisfaction (or waiver by Brindoval) of each of the following conditions:

(a) Acquisition Agreement. The Acquisition shall be consummated substantially concurrently with the funding of the Facility, in accordance with the terms and conditions of the Acquisition Agreement, without giving effect to any modification, amendment, waiver, supplement, or consent thereunder that is materially adverse to the interests of the Lenders (in their capacities as such) without the prior written consent of Brindoval (such consent not to be unreasonably withheld, conditioned, or delayed). For purposes of this paragraph (a), it is understood and agreed that any modification, amendment, waiver, supplement, or consent that results in a decrease in the purchase price shall not, by itself, be deemed materially adverse to the interests of the Lenders so long as such decrease is applied to reduce the amount of the Equity Contribution (and not the amount of the Facility).

(b) Execution of Definitive Credit Agreement. A definitive credit agreement (the "Credit Agreement") and the related loan documents (including, without limitation, security agreements, pledge agreements, guaranty agreements, and any intercreditor or subordination agreements) shall have been executed and delivered by the applicable parties thereto, in form and substance consistent with the Term Sheet and this Commitment Letter and, to the extent not addressed in the Term Sheet or this Commitment Letter, consistent in all material respects with credit agreements for comparable sponsor-backed SaaS acquisition financings of similar size and credit profile (with such modifications as may be mutually agreed upon by Brindoval and the Borrower, each acting reasonably and in good faith).

(i) Specified Acquisition Agreement Representations. The representations and warranties made by or with respect to the Target in the Acquisition Agreement that are material to the interests of the Lenders (solely in their capacities as such) shall be accurate in all material respects (or, in the case of representations and warranties qualified by materiality or material adverse effect, in all respects) to the extent that the failure of such representations and warranties to be accurate would give rise to a right of the Borrower (or its affiliates) to decline to consummate the Acquisition or to terminate the Acquisition Agreement pursuant to the terms thereof (the "Specified Acquisition Agreement Representations"). The parties acknowledge that the Specified Acquisition Agreement Representations are limited to those representations and warranties whose inaccuracy would, under the terms of the Acquisition Agreement, permit the Borrower to refuse to close the Acquisition, and that Brindoval is not entitled to independently assess or verify such representations and warranties beyond the standard set forth in the Acquisition Agreement.

(ii) Specified Credit Agreement Representations. Certain representations and warranties to be made by the Borrower and the Guarantors in the Credit Agreement (the "Specified Credit Agreement Representations") shall be accurate in all material respects (or, in the case of representations and warranties qualified by materiality or material adverse effect, in all respects) on and as of the Closing Date (or, in the case of representations and warranties that by their terms are made as of a specific date, as of such specific date). The Specified Credit Agreement Representations shall be limited to those relating to: (A) corporate existence and good standing; (B) corporate power and authority; (C) due authorization, execution, and delivery of the loan documents; (D) no material conflicts with organizational documents, applicable law, or material agreements; (E) the binding nature and enforceability of the loan documents; (F) compliance with Federal Reserve Board margin regulations (Regulations T, U, and X); (G) status under the Investment Company Act of 1940, as amended; (H) compliance with the USA PATRIOT Act of 2001, applicable anti-money laundering laws, anti-corruption laws (including the Foreign Corrupt Practices Act), and sanctions laws and regulations, and the Beneficial Ownership Regulation (31 C.F.R. § 1010.230); and (I) solvency (on a consolidated basis, after giving effect to the Acquisition and the other transactions contemplated hereby).

(d) No Material Adverse Effect. Since December 31, 2025, there shall not have occurred any event, change, circumstance, condition, development, occurrence, or effect 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. As used in this paragraph (d), "Material Adverse Effect" shall have the meaning given to such term (or any comparable term) in the Acquisition Agreement as in effect on the date hereof, without giving effect to any modification, amendment, waiver, or supplement thereof that is not consented to by Brindoval (such consent not to be unreasonably withheld, conditioned, or delayed). The parties acknowledge that the Material Adverse Effect condition is measured by reference to, and is intended to be co-extensive with, the corresponding condition to the Borrower's obligation to consummate the Acquisition under the Acquisition Agreement.

(e) Delivery of Financial Statements. Brindoval shall have received the following financial statements of the Target:

(i) Audited consolidated financial statements of the Target and its subsidiaries for the fiscal year ended December 31, 2025, prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), audited by Whitfield & Sable LLP, and accompanied by an unqualified audit opinion. The parties acknowledge that such audited financial statements have been received by Brindoval prior to the date hereof, and this condition is satisfied as of the date of this Commitment Letter with respect to such fiscal year.

(ii) Unaudited consolidated financial statements of the Target and its subsidiaries (including a balance sheet and statements of income, cash flows, and stockholders' equity) for each fiscal quarter ended after December 31, 2025 and at least 45 days prior to the Closing Date, prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes), and certified by the chief financial officer or chief accounting officer of the Target as presenting fairly, in all material respects, the financial condition and results of operations of the Target and its subsidiaries as of the dates and for the periods indicated.

(f) Solvency Certificate. Brindoval shall have received a solvency certificate from the Chief Financial Officer of the Borrower (or, if the Borrower does not have a Chief Financial Officer, from the Chief Financial Officer of the Borrower's parent or the Sponsor), in form and substance reasonably satisfactory to Brindoval, dated as of the Closing Date, certifying that, immediately after giving effect to the Acquisition, the funding of the Facility, the Equity Contribution, and the other transactions contemplated by this Commitment Letter, the Acquisition Agreement, and the Credit Agreement, the Borrower and its subsidiaries, on a consolidated basis, are solvent. For purposes of such solvency certificate, "solvent" shall mean that: (A) the fair value of the assets of the Borrower and its subsidiaries on a consolidated basis exceeds their total liabilities (including contingent liabilities) on a consolidated basis; (B) the present fair salable value of the assets of the Borrower and its subsidiaries on a consolidated basis is greater than the amount that will be required to pay the probable liability on their total debts and liabilities (including contingent liabilities) as they become absolute and matured; (C) the Borrower and its subsidiaries on a consolidated basis are able to pay their debts and other liabilities (including contingent liabilities) as they mature in the normal course of business; and (D) the Borrower and its subsidiaries on a consolidated basis are not engaged in, and are not about to engage in, a business or transaction for which their remaining assets constitute unreasonably small capital.

(g) Security and Collateral Documents. Security agreements, pledge agreements (including pledges of 100% of the equity interests in domestic subsidiaries and 65% of the equity interests in first-tier foreign subsidiaries, if any), intellectual property security agreements, deposit account control agreements (to the extent required on the Closing Date), and such other collateral documents as are required under the Term Sheet shall have been duly executed and delivered by the Borrower, the Target, each Guarantor, and each other applicable loan party, and all Uniform Commercial Code financing statements (UCC-1s) and other filings, recordings, and registrations necessary or desirable to perfect a first-priority security interest (subject to permitted liens as set forth in the Term Sheet) in substantially all assets of the Borrower, the Target, and each Guarantor shall have been filed with the applicable filing offices or delivered to Brindoval for filing, in each case to the extent required to be delivered on the Closing Date pursuant to the Term Sheet and the Credit Agreement. The parties acknowledge that perfection of security interests in certain categories of collateral (including motor vehicles, fixtures, and real property) may be completed on a post-closing basis within the time periods specified in the Credit Agreement.

(h) Legal Opinions. Brindoval shall have received customary legal opinions from: (i) Calderwood & Harkness LLP, counsel to the Borrower, addressing such matters as are customary for financings of this type, including due authorization, enforceability, no conflicts, and such other matters as Brindoval and its counsel may reasonably request; and (ii) to the extent required by Brindoval, local counsel in each jurisdiction in which the Borrower, the Target, or any Guarantor is organized or in which material collateral is located, in each case addressed to Brindoval (in its capacities as Administrative Agent and Lender) and in form and substance reasonably satisfactory to Brindoval and its counsel, Broadwick & Thayer LLP.

(i) Organizational Documents; Officer's Certificates; Resolutions. Brindoval shall have received the following, in each case in form and substance reasonably satisfactory to Brindoval:

(i) Certificates of formation, articles of incorporation, certificates of incorporation, or equivalent organizational documents, as applicable, for the Borrower (Solara Digital Acquisition Holdings LLC, Delaware Secretary of State File No. 7531209), the Target (Meridian Cloud Solutions Inc., Delaware Secretary of State File No. 6038472), and each Guarantor.

(ii) Limited liability company agreements, bylaws, or equivalent governing documents, as applicable, for the Borrower, the Target, and each Guarantor.

(iii) Resolutions of the board of directors, board of managers, or equivalent governing body of the Borrower, the Target, and each Guarantor, authorizing the execution, delivery, and performance of the Credit Agreement, the other loan documents, and the transactions contemplated thereby.

(iv) Secretary's certificates (or certificates of an authorized person), certifying as to the authenticity and completeness of the organizational documents, resolutions, and incumbency of officers and authorized signatories of each of the foregoing entities.

(v) Good standing certificates (or certificates of existence, as applicable) for the Borrower, the Target, and each Guarantor from the Secretary of State (or equivalent authority) of the jurisdiction of organization, dated not more than 30 days prior to the Closing Date.

(j) Insurance. Brindoval shall have received evidence of insurance coverage for the Target and its subsidiaries, in form and substance reasonably satisfactory to Brindoval, demonstrating that the Target and its subsidiaries maintain property, casualty, liability, business interruption, cyber liability, and other insurance coverages in types and amounts consistent with prudent business practice for companies of similar size and in similar lines of business, and naming Brindoval National Bank, N.A. (in its capacity as Administrative Agent for the benefit of the Lenders) as additional insured and/or loss payee, as applicable, under such policies to the extent required by the Credit Agreement and the collateral documents.

(k) Patriot Act / Beneficial Ownership. Brindoval shall have received, at least three (3) business days prior to the Closing Date, all documentation and other information required by Brindoval under applicable "know your customer" and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act of 2001 (Title III of Pub. L. 107-56, as amended), the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), and the Beneficial Ownership Regulation (31 C.F.R. § 1010.230), including a completed beneficial ownership certification in the form prescribed by applicable regulation, in each case to the extent such documentation and information has been requested in writing by Brindoval at least ten (10) business days prior to the Closing Date. The parties acknowledge that failure by Brindoval to request such documentation and information within the foregoing timeframe shall not relieve the Borrower of its obligation to provide such documentation and information when requested, but Brindoval shall not assert the non-receipt of such documentation and information as a basis for refusing to fund on the Closing Date if such documentation and information was not requested within the requisite timeframe.

(l) Payment of Fees and Expenses. All fees and expenses required to be paid on the Closing Date pursuant to this Commitment Letter and the Fee Letter shall have been paid (or shall be paid substantially concurrently with the funding of the Facility from the proceeds thereof to the extent contemplated by the funds flow memorandum), including: (i) the arrangement fee of $3,000,000; (ii) the structuring fee of $500,000; (iii) the OID of $4,000,000 (which shall be netted against the gross proceeds of the Facility); and (iv) the reasonable and documented out-of-pocket fees, costs, and expenses of Brindoval and its counsel, Broadwick & Thayer LLP, incurred in connection with the negotiation, documentation, and closing of the Facility and the related loan documents (including filing fees, search fees, recording charges, and similar charges). The Borrower shall have received an invoice or summary of such fees and expenses (to the extent then determinable) at least two (2) business days prior to the Closing Date.

(m) Equity Contribution. The Equity Contribution in an aggregate amount of not less than $130,000,000 from Fund IV shall have been made, or shall be made substantially concurrently with the funding of the Facility on the Closing Date, in the form of one or more cash equity contributions to the Borrower (or its direct or indirect parent entities), such that the equity as a percentage of the enterprise value of the Target is not less than approximately 41.3% on a pro forma basis after giving effect to the Acquisition and the other transactions contemplated hereby. Evidence of the funding of the Equity Contribution, in form and substance reasonably satisfactory to Brindoval, shall have been provided to Brindoval (which evidence may consist of wire transfer confirmations, bank statements, or other customary documentation).

(n) Funds Flow Memorandum. A funds flow memorandum setting forth in reasonable detail the sources and uses of all funds to be disbursed on the Closing Date, including the disbursement of Facility proceeds, the application of the Equity Contribution, and the payment of all transaction fees and expenses, in form and substance reasonably satisfactory to Brindoval, shall have been delivered to Brindoval and approved by Brindoval and the Borrower at least two (2) business days prior to the Closing Date.

5.3 SunGard / Limited Conditionality. The parties hereto acknowledge and agree that the conditions to funding set forth in this Section 5 are the only conditions to Brindoval's obligation to fund the Facility on the Closing Date, and that no additional conditions to funding shall be implied from the terms of this Commitment Letter, the Term Sheet, the Credit Agreement, or any other loan document. The terms of this Commitment Letter (including, without limitation, the conditions precedent set forth in this Section 5) shall be interpreted in a manner consistent with the principles articulated by the Delaware Court of Chancery and related case law applicable to acquisition financing commitment letters (commonly referred to as the "SunGard" principles), including the following understandings: (a) the conditions to funding under this Commitment Letter shall not be broader in scope or more restrictive than the conditions to the Borrower's obligation to consummate the Acquisition under the Acquisition Agreement; (b) no additional due diligence, investigation, or inquiry by Brindoval shall be required as a condition to funding beyond that contemplated by the express terms of this Section 5; and (c) no additional "out" or excuse for non-performance shall be implied in favor of Brindoval beyond the express conditions set forth herein.

5.4 Certain Funds Period. From the date hereof through the Expiration Date (as defined in Section 10 below) (or, if earlier, the date of termination of this Commitment Letter pursuant to Section 10), Brindoval shall maintain its commitment to fund the Facility in full and shall not impose any conditions to funding other than those expressly set forth in this Section 5. During such period, Brindoval shall not seek to terminate, reduce, or modify its commitment hereunder, except as expressly provided in Sections 6 and 10 of this Commitment Letter. The parties acknowledge that the "certain funds" period described in this Section 5.4 is a material inducement for the Borrower and the Sponsor to enter into this Commitment Letter and the Acquisition Agreement.

Section 6: Market Flex

6.1 Flex Right. Brindoval reserves the right, in consultation with the Borrower and the Sponsor, to modify the pricing, structure, or certain other terms of the Facility to the extent Brindoval reasonably determines, based on then-prevailing market conditions and investor feedback, that such modifications are necessary or advisable to ensure the successful syndication of the Facility, subject in all cases to the limitations and caps set forth in this Section 6. Brindoval shall exercise its market flex rights in good faith and shall not exercise such rights for the purpose of increasing Brindoval's economics in the absence of a bona fide syndication concern.

6.2 Pricing Flex. Brindoval's market flex rights with respect to pricing shall be limited as follows:

(a) Interest Rate Spread. Brindoval may increase the applicable interest rate spread on the Term Loan Facility by up to 37.5 basis points, from the initial spread of Adjusted Term SOFR plus 475 basis points per annum to a maximum spread of Adjusted Term SOFR plus 512.5 basis points per annum. No increase in the interest rate spread in excess of 37.5 basis points shall be made without the prior written consent of the Borrower.

(b) Original Issue discount. Brindoval may increase the original issue discount on the Term Loan Facility by up to 37.5 basis points, from the initial OID of 2.00% to a maximum OID of 2.375%. No increase in the OID in excess of 37.5 basis points shall be made without the prior written consent of the Borrower.

The foregoing caps on pricing flex reflect the negotiated compromise between the parties, as Brindoval's original proposal contemplated pricing flex of up to 50 basis points on each of the interest rate spread and the OID. The parties acknowledge that any exercise of pricing flex will result in increased borrowing costs to the Borrower and a corresponding reduction in net proceeds (in the case of OID flex).

6.3 Structural Flex. In addition to pricing flex, Brindoval may propose modifications to the structure of the Facility in connection with syndication efforts, including, without limitation: (i) the addition of a revolving credit facility (in an aggregate committed amount to be agreed) as part of the overall credit structure; (ii) modifications to the amortization schedule for the Term Loan Facility (including increases to the required quarterly amortization payments); or (iii) adjustments to the maturity date, prepayment terms, mandatory prepayment triggers, or financial covenant levels, in each case only with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned, or delayed). For the avoidance of doubt, any structural flex that would result in a material change to the economic terms of the Facility (other than as permitted by the pricing flex provisions of Section 6.2 above) shall require the Borrower's affirmative written consent.

6.4 Exercise of Flex. Any exercise by Brindoval of its market flex rights under this Section 6 shall be communicated in writing to the Borrower (with a copy to the Sponsor), with reasonable detail as to: (a) the specific modifications being proposed; (b) the basis for such exercise, including a summary of relevant market conditions, investor feedback, or syndication challenges; and (c) the expected timing of the implementation of such modifications. Such written notice shall be delivered to the Borrower at least five (5) business days prior to the anticipated launch date for syndication of the Facility, unless exigent market circumstances require a shorter notice period, in which case Brindoval shall provide notice as promptly as practicable. The Borrower shall have the right to consult with Brindoval regarding any proposed exercise of market flex prior to implementation.

Section 7: Representations, Warranties, and Covenants of the Borrower

7.1 Borrower's Representations. The Borrower represents and warrants to Brindoval, as of the date hereof and as of the Closing Date, as follows:

(a) All written information (other than projections, estimates, budgets, pro forma financial information, and other forward-looking information) that has been or will be furnished by or on behalf of the Borrower, the Sponsor, or the Target to Brindoval or its affiliates in connection with the Facility, the Acquisition, or the transactions contemplated hereby, when taken as a whole with all supplements and updates thereto, is and will be accurate and complete in all material respects as of the date such information is furnished and does not and will not contain any material misstatement of fact or omit to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which such statements are made, not materially misleading. The Borrower acknowledges that Brindoval is relying on the accuracy and completeness of such information in connection with its decision to provide the Facility and its credit underwriting.

(b) All projections, estimates, budgets, pro forma financial information, and other forward-looking information that have been or will be furnished by or on behalf of the Borrower, the Sponsor, or the Target to Brindoval or its affiliates in connection with the Facility, the Acquisition, or the transactions contemplated hereby have been and will be prepared in good faith based upon assumptions that were believed by the preparer to be reasonable at the time of preparation. The Borrower acknowledges that Brindoval understands that such projections and forward-looking information are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower, the Sponsor, and the Target, and that no assurance can be given that the projections will be realized. Actual results may differ materially from such projections, and such projections are not a guarantee of financial performance.

(c) The Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite organizational power and authority to execute, deliver, and perform its obligations under this Commitment Letter and the Fee Letter.

(d) The execution, delivery, and performance by the Borrower of this Commitment Letter and the Fee Letter have been duly authorized by all necessary organizational action on the part of the Borrower, and this Commitment Letter and the Fee Letter constitute the legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law).

7.2 Borrower's Covenants. The Borrower covenants and agrees that, from the date hereof until the earlier of the Closing Date and the termination of this Commitment Letter:

(a) The Borrower will provide (and will use commercially reasonable efforts to cause the Target and its subsidiaries to provide) promptly to Brindoval any financial statements, business information, and other information and documentation reasonably requested by Brindoval in connection with the Facility, the Acquisition, or the syndication of the Facility, subject in all cases to applicable confidentiality restrictions and the terms of the Acquisition Agreement.

(b) The Borrower will not take any action, or permit any action to be taken, that is materially inconsistent with the Borrower's obligations under this Commitment Letter, the Fee Letter, or the Term Sheet, or that would reasonably be expected to impair or delay the ability of the parties to satisfy the conditions precedent set forth in Section 5 or to consummate the funding of the Facility on or prior to the Expiration Date.

(c) The Borrower will use commercially reasonable efforts to cause the Closing Date to occur on or prior to the Expiration Date, including by diligently pursuing the satisfaction of the conditions precedent set forth in Section 5 and cooperating with Brindoval and its counsel in connection with the negotiation and execution of the Credit Agreement and the related loan documents.

Section 8: Indemnification

8.1 Scope. The Borrower and the Sponsor (jointly and severally, to the extent of the Sponsor's limited recourse obligations as acknowledged in the signature block hereto) agree to indemnify and hold harmless Brindoval and each of its affiliates, and the respective officers, directors, partners, members, managers, employees, agents, advisors, representatives, and controlling persons of each of the foregoing (each, an "Indemnified Person"), from and against any and all losses, claims, damages, liabilities, penalties, judgments, settlements, costs, and expenses (including, without limitation, reasonable and documented fees, disbursements, and other charges of counsel) (collectively, "Losses") arising out of, resulting from, or in any way relating to, or that are incurred in connection with: (a) this Commitment Letter, the Fee Letter, or the Term Sheet; (b) the Facility or any of the other transactions contemplated hereby, including the Acquisition and the Credit Agreement; (c) any use or proposed use of the proceeds of the Facility; or (d) any claim, litigation, investigation, or proceeding (whether or not any Indemnified Person is a party thereto and whether or not such claim, litigation, investigation, or proceeding is brought by or on behalf of the Borrower, the Sponsor, the Target, or any third party) relating to any of the foregoing; provided, however, that no Indemnified Person shall be entitled to indemnification hereunder to the extent that such Losses are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, (ii) bad faith, or (iii) willful misconduct of such Indemnified Person or any of its affiliates or their respective officers, directors, employees, or agents.

The Borrower and the Sponsor further agree that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower, the Sponsor, or any of their respective subsidiaries, affiliates, stockholders, members, partners, or creditors arising out of, related to, or in connection with, this Commitment Letter, the Fee Letter, the Facility, or the transactions contemplated hereby, except to the extent of direct (as opposed to consequential, indirect, special, or punitive) damages determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith, or willful misconduct of such Indemnified Person. In no event shall any Indemnified Person be liable for consequential, indirect, special, exemplary, or punitive damages in connection with this Commitment Letter or the transactions contemplated hereby.

8.2 Survival. The indemnification and contribution obligations of the Borrower and the Sponsor under this Section 8 shall survive the termination or expiration of this Commitment Letter, the execution and delivery of the Credit Agreement, and the funding or non-funding of the Facility, and shall remain in full force and effect regardless of any investigation made by or on behalf of any Indemnified Person.

Section 9: Confidentiality

9.1 General. This Commitment Letter, the Fee Letter, the Term Sheet, and the existence, terms, and contents thereof are confidential and, except as set forth below, shall not be disclosed by any party hereto or their respective affiliates, officers, directors, employees, agents, or representatives to any person without the prior written consent of the other parties hereto. Notwithstanding the foregoing, the existence and contents of this Commitment Letter, the Fee Letter, and the Term Sheet may be disclosed:

(a) To the Borrower's and the Sponsor's respective officers, directors, partners, members, managers, employees, attorneys (including Calderwood & Harkness LLP and Alderton Paige LLP), accountants, financial advisors (including Velthorn Stanton Advisory LLC), and other professional advisors retained in connection with the Acquisition and the Facility, in each case on a need-to-know basis and subject to the recipient's agreement to maintain the confidentiality of such information (which agreement may be in the form of a general confidentiality undertaking or professional obligation of confidentiality).

(b) To the Sellers and the Target, and their respective counsel (including Kerrigan Ross & Associates LLP), solely to the extent disclosure is required by the Acquisition Agreement or is reasonably necessary in connection with the negotiation, execution, or consummation of the Acquisition; provided that the specific fee amounts, OID, and other economic terms of the Fee Letter shall not be disclosed to the Sellers or the Target unless required by applicable law or regulation or with the prior written consent of Brindoval.

(c) As required by applicable law, rule, regulation, or legal process (including subpoena, civil investigative demand, or similar process), or by the rules of any stock exchange or self-regulatory organization, or as requested or required by any governmental or regulatory authority having jurisdiction over the disclosing party; provided that, to the extent permitted by applicable law, the disclosing party shall provide prompt written notice to Brindoval (or to the Borrower, as applicable) of any such required disclosure and shall cooperate with the non-disclosing party in seeking a protective order or other appropriate remedy to limit the scope of such disclosure.

(d) By Brindoval to prospective syndication participants (including Harborstone Capital Partners LLC and Pinnacle Ridge Credit Fund II LP) and their respective professional advisors, in each case subject to the execution and delivery by such prospective syndication participant of a customary confidential disclosure agreement or Lender NDA in form and substance reasonably satisfactory to Brindoval and the Borrower.

9.2 Fee Letter. The specific terms of the Fee Letter (including, without limitation, the amount of the arrangement fee, the structuring fee, the OID, and any other pricing or economic terms set forth therein) are subject to the additional confidentiality restrictions set forth in the Fee Letter. In the event of any conflict between the confidentiality provisions of this Section 9 and those of the Fee Letter with respect to the terms of the Fee Letter, the confidentiality provisions of the Fee Letter shall govern.

Section 10: Expiration; Termination

10.1 Expiration Date. This Commitment Letter and the commitments and obligations of Brindoval hereunder shall expire at 5:00 p.m. (New York City time) on June 2, 2026 (the "Expiration Date"), which is forty-five (45) calendar days from the date hereof, unless: (a) the Closing Date shall have occurred on or prior to such date; or (b) such date is extended in writing by mutual agreement of Brindoval and the Borrower. Any extension of the Expiration Date shall be on such terms and conditions as the parties may agree, and no such extension shall be deemed to have occurred by implication or course of dealing.

10.2 Automatic Termination. This Commitment Letter shall automatically terminate (without any further action by any party hereto) upon the earliest to occur of the following: (i) the Closing Date (at which point the Credit Agreement and the related loan documents shall govern the rights and obligations of the parties thereto, and this Commitment Letter shall be of no further force or effect, except as expressly provided in Section 10.3); (ii) the Expiration Date, if the Closing Date shall not have occurred on or prior to such date; (iii) the valid termination of the Acquisition Agreement in accordance with its terms prior to the closing of the Acquisition; or (iv) written notice of termination delivered by the Borrower to Brindoval at any time prior to the Closing Date (it being understood that the Borrower may terminate this Commitment Letter at any time in its sole discretion, subject to its obligations under Sections 8 and 9 and the Fee Letter).

10.3 Surviving Provisions. Notwithstanding any termination or expiration of this Commitment Letter, the provisions of Section 4 (Fees) (solely with respect to fees and expenses accrued and payable on or prior to termination), Section 8 (Indemnification), Section 9 (Confidentiality), Section 11 (Governing Law), Section 12 (Jurisdiction; Waiver of Jury Trial), and Section 13 (Miscellaneous) shall survive and remain in full force and effect in accordance with their respective terms, together with any obligations under the Fee Letter that by their terms survive termination.

Section 11: Governing Law

This Commitment Letter, the Fee Letter, and any claim, controversy, or dispute arising out of or relating to this Commitment Letter or the Fee Letter (whether in contract, tort, or otherwise) shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall apply).

Section 12: Jurisdiction; Waiver of Jury Trial

12.1 Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and, if such court lacks subject matter jurisdiction, the courts of the State of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, for the purposes of 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 irrevocably and unconditionally waives any objection it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

12.2 Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER, THE FEE LETTER, THE FACILITY, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF OR THEREOF. EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. EACH PARTY ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.2.

Section 13: Miscellaneous

13.1 Entire Agreement. This Commitment Letter, together with the Fee Letter and the Term Sheet attached hereto as Exhibit A, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties with respect to such subject matter. There are no representations, warranties, conditions, or other agreements, express or implied, whether collateral, statutory, or otherwise, relating to the subject matter hereof, except as specifically set forth in this Commitment Letter, the Fee Letter, and the Term Sheet.

13.2 Amendments. No amendment, modification, supplement, or waiver of any provision of this Commitment Letter shall be effective unless set forth in a written instrument duly executed and delivered by each of the parties hereto (or, in the case of a waiver, by the party against whom the waiver is to be effective). No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

13.3 Assignment. This Commitment Letter and the rights and obligations hereunder may not be assigned by the Borrower without the prior written consent of Brindoval (which consent may be withheld in Brindoval's sole discretion), and any purported assignment without such consent shall be null and void. Brindoval may assign its commitment hereunder, in whole or in part, to any financial institution or fund in connection with the syndication of the Facility, subject to the Borrower's consent rights with respect to the identity of Lenders as set forth in Section 3 of this Commitment Letter. Any assignment by Brindoval shall not release Brindoval from its obligations hereunder unless and until the assignee has assumed such obligations in writing and the Borrower has consented to such assignment (to the extent such consent is required). Subject to the foregoing, this Commitment Letter shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.

13.4 Counterparts; Electronic Execution. This Commitment Letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be 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, electronic mail in portable document format (".pdf"), or other electronic transmission (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law) shall be effective as delivery of a manually executed original counterpart hereof.

13.5 Headings. The section headings and captions contained in this Commitment Letter are included for convenience of reference only and shall not affect the interpretation or construction of this Commitment Letter.

13.6 No Third-Party Beneficiaries. Except for the Indemnified Persons identified in Section 8 of this Commitment Letter (who are intended third-party beneficiaries of Section 8), nothing in this Commitment Letter, express or implied, is intended to or shall confer upon any person (other than the parties hereto and their respective successors and permitted assigns) any rights, benefits, remedies, obligations, or liabilities of any nature under or by reason of this Commitment Letter.

13.7 Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Commitment Letter shall be in writing and shall be deemed to have been duly given when: (a) delivered personally; (b) sent by nationally recognized overnight courier service (with tracking capability); (c) sent by registered or certified mail, return receipt requested, postage prepaid; or (d) sent by electronic mail (with confirmation of receipt), in each case addressed as follows:

If to Brindoval:

Brindoval National Bank, N.A. 383 Madison Avenue, 14th Floor New York, NY 10179

Attention: Thomas Wilder, Managing Director, Technology Leveraged Finance

Email: t.wilder@crestviewnational.com

With a copy (which shall not constitute notice) to:

Broadwick & Thayer LLP 51 West 52nd Street, 30th Floor New York, NY 10019

Attention: Catherine Hartwell

Email: chartwell@broadwickthayer.com

If to the Borrower:

Solara Digital Acquisition Holdings LLC c/o Solara Digital Infrastructure LP 1700 Market Street, Suite 2400 Wilmington, DE 19801

Attention: Viktor Strand and Derek Raines

Email: vstrand@solaradigital.com; draines@solaradigital.com

With a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, NY 10006

Attention: Philip Hartmann

Email: phartmann@calderwoodharkness.com

Any party may change its address for notices by providing written notice to the other parties in accordance with this Section 13.7.

Exhibit A

The Term Sheet dated April 18, 2026, setting forth the principal terms and conditions of the $200,000,000 Senior Secured Term Loan Facility, is attached hereto as Exhibit A and is incorporated by reference in its entirety into this Commitment Letter. The Term Sheet forms an integral part of this Commitment Letter and the commitments and obligations of the parties hereunder are subject to the terms and conditions set forth therein. In the event of any conflict or inconsistency between the terms of this Commitment Letter and the terms of the Term Sheet, the terms of this Commitment Letter shall control.

The principal terms of the Facility as set forth in the Term Sheet include, among others:

Borrower: Solara Digital Acquisition Holdings LLC, a Delaware limited liability company.

Guarantors: (i) Solara Digital Infrastructure LP (on a limited recourse basis, as set forth in the Term Sheet), (ii) Meridian Cloud Solutions Inc. (post-closing), and (iii) each direct and indirect material domestic subsidiary of the Borrower that is required to become a Guarantor under the Credit Agreement.

Administrative Agent: Brindoval National Bank, N.A.

Facility Amount: $200,000,000 Senior Secured Term Loan.

Maturity: June 30, 2033 (seven years from anticipated Closing Date).

Interest Rate: Adjusted Term SOFR (with a SOFR floor of 1.00% and a credit spread adjustment of 10 basis points) plus a margin of 475 basis points per annum.

Default Rate: An additional 200 basis points per annum above the otherwise applicable interest rate.

Original Issue discount: 2.00%.

Amortization: 1.0% per annum of the original principal amount, payable in equal quarterly installments of $500,000 per quarter, with the balance due at maturity.

Voluntary Prepayment: Prepayable at the Borrower's option, subject to a 101% soft call premium during the first twelve (12) months following the Closing Date; prepayable at par thereafter.

Mandatory Prepayments: (i) 100% of net cash proceeds from asset sales and casualty events (subject to a $2,500,000 de minimis basket and 365-day reinvestment period, plus an additional 180-day period if reinvestment has been committed); (ii) 100% of net cash proceeds from the incurrence of indebtedness not permitted under the Credit Agreement; (iii) excess cash flow sweep at 50% of ECF (stepping down to 25% if Total Net Leverage is equal to or less than 4.50x and to 0% if Total Net Leverage is equal to or less than 3.50x).

Financial Covenant: Springing financial covenant requiring Total Net Leverage not to exceed 7.50x, tested only if the revolving credit facility (if any) is drawn in an amount exceeding 35% of the committed amount at the end of any fiscal quarter.

Collateral: First-priority perfected securit

CONFIDENTIAL
COMMITMENT LETTER
EXECUTION VERSION
April 18, 2026
Solara Digital Acquisition Holdings LLC c/o Solara Digital Infrastructure LP 1700 Market Street, Suite 2400 Wilmington, DE 19801
Attention: Viktor Strand, Co-Founder & Managing Partner Derek Raines, Chief Financial Officer
Re: $200,000,000 Senior Secured Term Loan Facility — Commitment Letter
Ladies and Gentlemen:
Brindoval National Bank, N.A. ("Brindoval," "CNB," the "Commitment Party," or the "Lead Arranger"), a national banking association organized and existing under the laws of the United States with its principal office at 383 Madison Avenue, 14th Floor, New York, NY 10179, is pleased to set forth the terms and conditions upon which it commits to provide the Facility (as defined below) to Solara Digital Acquisition Holdings LLC, a Delaware limited liability company (the "Borrower" or "you").
The Borrower is a newly formed, wholly owned subsidiary of Solara Digital Infrastructure Fund IV LP, a Delaware limited partnership ("Fund IV"), which is managed by Solara Digital Infrastructure LP, a Delaware limited partnership ("Solara" or the "Sponsor"). Fund IV is the fourth institutional fund vehicle managed by the Sponsor and is focused on control and growth equity investments in technology-enabled infrastructure and enterprise software businesses.
The Borrower intends to acquire (the "Acquisition"), directly or indirectly, 100% of the outstanding equity interests of Meridian Cloud Solutions Inc. ("Meridian" or the "Target"), a Delaware corporation headquartered at 450 Technology Parkway, Suite 800, Austin, TX 78759, from Meridian's existing shareholders (collectively, the "Sellers"). The Sellers include: (i) Ashford Ventures Partners LLC, a Delaware limited liability company, holding approximately 52% of the Target's outstanding equity interests; (ii) Jason Tremblay, the Founder and Chief Executive Officer of the Target, holding approximately 28% of the Target's outstanding equity interests; and (iii) various management and employee equity holders holding, in the aggregate, approximately 20% of the Target's outstanding equity interests. The aggregate purchase price for the Acquisition is $315,000,000 on an enterprise value basis.
The Target operates 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. As of December 31, 2025, the Target had approximately $62,400,000 in annual recurring revenue ("ARR"), reflecting approximately 27% year-over-year growth, and last twelve months ("LTM") Adjusted EBITDA of approximately $18,700,000 (representing an approximately 30% Adjusted EBITDA margin). The Target employs approximately 310 full-time equivalent employees across its operations.
The Acquisition will be consummated pursuant to a definitive purchase agreement to be entered into between the Borrower (or its affiliates) and the Sellers (the "Acquisition Agreement"), which is expected to be executed and delivered on or about the date hereof or shortly thereafter.
This commitment letter (this "Commitment Letter"), together with the Term Sheet attached hereto as Exhibit A (the "Term Sheet"), sets forth the principal terms and conditions under which Brindoval is prepared to commit to provide the Facility to the Borrower in connection with the Acquisition. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Term Sheet.
Section 1: The Facility; Commitment
1.1 Commitment. Brindoval hereby commits to provide to the Borrower a senior secured term loan facility in an aggregate principal amount of $200,000,000 (the "Facility" or the "Term Loan Facility"), on the terms and subject to the conditions set forth in this Commitment Letter and the Term Sheet attached hereto as Exhibit A. Such commitment is a binding obligation of Brindoval, subject solely to the satisfaction (or waiver by Brindoval) of the conditions precedent set forth in Section 5 of this Commitment Letter. In connection with the Facility, Brindoval shall serve in the following capacities: (a) Sole Lead Arranger, (b) Sole Bookrunner, and (c) Administrative Agent, in each case under and as defined in the Credit Agreement (as defined below).
1.2 Purposes. The proceeds of the Facility, together with an equity contribution from Fund IV in the aggregate amount of not less than $130,000,000 (the "Equity Contribution"), will be applied as follows:
Sources of Funds:
Uses of Funds:
The Equity Contribution represents approximately 41.3% of the enterprise value of the Target, which the parties acknowledge reflects a meaningful equity cushion relative to the aggregate indebtedness incurred in connection with the Acquisition. The closing leverage metrics, after giving effect to the Acquisition and the funding of the Facility, are as follows: (a) Total Debt to LTM Adjusted EBITDA of approximately 10.70x; and (b) Total Debt to ARR of approximately 3.21x. The parties acknowledge that the leverage profile reflects the high-growth, recurring-revenue characteristics of the Target's SaaS business model and is consistent with market precedent for comparable sponsor-backed software acquisition financings.
1.3 Brindoval Internal Deal Reference. For internal tracking and administrative purposes, this transaction has been assigned Brindoval deal reference number CNB-TLF-2026-0389. The Borrower and the Sponsor should reference this number in all correspondence with Brindoval relating to the Facility.
Section 2: Titles and Roles
Brindoval shall act as Sole Lead Arranger and Sole Bookrunner with respect to the Facility and shall have the rights and responsibilities customarily associated with such roles, including the sole and exclusive right to manage all aspects of the syndication of the Facility (subject to the terms of Section 3 below). In addition, Brindoval shall serve as Administrative Agent under the Credit Agreement and the related loan documents, and shall have the rights, duties, and protections customarily afforded to an administrative agent in comparable syndicated credit facilities.
No other agents, co-agents, arrangers, co-arrangers, bookrunners, co-bookrunners, managers, or co-managers shall be appointed with respect to the Facility without the prior written consent of Brindoval, except as Brindoval may agree in connection with the syndication of the Facility. If, in connection with any syndication of the Facility, Brindoval determines in its sole discretion that it is advisable to award any titles or roles to prospective syndication participants, Brindoval shall consult with the Borrower in good faith regarding such titles and roles; provided, however, that Brindoval shall retain the "left lead" position and the attendant economics, rights, and responsibilities associated therewith. Any such additional titles and roles shall be documented in a joinder or supplement to this Commitment Letter or in the Credit Agreement, as applicable.
Section 3: Syndication
3.1 Syndication Intent. Brindoval intends to syndicate portions of the Facility to a group of financial institutions, funds, and other lenders (collectively with Brindoval, the "Lenders") that are reasonably acceptable to the Borrower (such acceptance not to be unreasonably withheld, conditioned, or delayed). The Borrower acknowledges that syndication is an important component of Brindoval's credit risk management strategy and that the successful syndication of the Facility is in the mutual interest of the parties. Notwithstanding the foregoing, the Borrower's consent rights with respect to Lenders shall be subject to customary limitations (including the right of Brindoval, in its capacity as Administrative Agent, to assign or participate interests to its affiliates without the Borrower's consent).
3.2 Targeted Syndication Allocation. Brindoval's target hold position following completion of the syndication of the Facility is $75,000,000 of the aggregate $200,000,000 commitment. As of the date hereof, the following financial institutions have provided preliminary, non-binding indications of interest in participating in the Facility:
The foregoing allocations are preliminary and indicative only and are subject to change based on market conditions, investor demand, and the outcome of the syndication process. Brindoval shall have sole discretion in determining final allocations among the Lenders, subject to the Borrower's consent rights set forth in Section 3.1 above.
3.3 Syndication Efforts. Brindoval will use commercially reasonable efforts to complete the syndication of the Facility as promptly as practicable. However, until the successful completion of syndication (or in the event that syndication is not completed prior to the Closing Date), Brindoval shall be obligated to fund the entire $200,000,000 commitment on the Closing Date, subject solely to the satisfaction (or waiver) of the conditions set forth in Section 5 of this Commitment Letter. The parties acknowledge and agree that the completion of syndication is not a condition to Brindoval's obligation to fund the Facility. Brindoval's obligation to fund the full amount of its commitment on the Closing Date is absolute, irrespective of whether any assignments to or commitments from prospective co-lenders have been obtained.
3.4 Borrower's Cooperation. The Borrower and the Sponsor agree to cooperate reasonably with Brindoval in connection with the syndication of the Facility, including, without limitation: (a) providing Brindoval with all information reasonably requested relating to the Borrower, the Sponsor, the Target, and the Acquisition; (b) making senior management of the Borrower, the Sponsor, and (to the extent within the Borrower's control following the closing of the Acquisition, or to the extent reasonably obtainable prior to the closing of the Acquisition pursuant to the Acquisition Agreement) the Target available for meetings, conference calls, and lender presentations (including, if Brindoval so requests, a "bank meeting" or equivalent presentation to prospective Lenders); (c) cooperating with Brindoval in the preparation of a confidential information memorandum (the "CIM") and other marketing materials relating to the Facility, including reviewing and confirming the accuracy of any description of the Target, the Borrower, and the Sponsor contained therein; and (d) providing customary authorization letters to Brindoval authorizing the distribution of the CIM and other marketing materials to prospective Lenders, in each case subject to the confidentiality provisions set forth in Section 9 of this Commitment Letter and in the form of confidential disclosure agreement executed by prospective Lenders (the "Lender NDA"). The Borrower and the Sponsor acknowledge that Brindoval may, at its option, prepare and distribute the CIM, a lender presentation, a term sheet summary, and other customary syndication materials. The Borrower shall be afforded a reasonable opportunity (not less than two business days) to review and comment on any CIM or marketing materials prior to distribution to prospective Lenders.
3.5 No Reduction of Commitment. For the avoidance of doubt, no syndication efforts, marketing activities, Lender discussions, or other actions taken by Brindoval in connection with the syndication of the Facility shall reduce, limit, or otherwise affect Brindoval's binding obligation to fund the full $200,000,000 commitment on the Closing Date, subject to the satisfaction (or waiver by Brindoval) of the conditions set forth in Section 5 of this Commitment Letter. The Borrower shall be entitled to rely on Brindoval's commitment for the full amount of the Facility regardless of the status or outcome of syndication efforts.
Section 4: Fees
In connection with the Facility, the Borrower and Brindoval have entered into a separate fee letter of even date herewith (the "Fee Letter"), which sets forth the fees payable by the Borrower to Brindoval in connection with the Facility. The Fee Letter provides for the following fees, among other matters:
(a) Arrangement Fee: A fee equal to 1.50% of the aggregate principal amount of the Facility ($200,000,000 × 1.50% = $3,000,000), payable in full in immediately available funds on the Closing Date.
(b) Structuring Fee: A flat fee of $500,000 payable to Brindoval in immediately available funds on the Closing Date, in consideration for Brindoval's structuring, credit analysis, and underwriting work in connection with the Facility.
(c) Original Issue discount (OID): An original issue discount of 2.00% on the aggregate principal amount of the Facility ($200,000,000 × 2.00% = $4,000,000), resulting in net cash proceeds to the Borrower of $196,000,000. The OID shall be reflected in the pricing of the Term Loan and shall be deducted from the gross proceeds funded on the Closing Date.
The Fee Letter is incorporated by reference into this Commitment Letter and shall be binding on the parties hereto in accordance with its terms. The specific terms of the Fee Letter, including fee amounts, OID, and other pricing terms, are confidential and may not be disclosed by the Borrower, the Sponsor, or any of their respective affiliates or representatives except as expressly permitted in the Fee Letter and in Section 9 of this Commitment Letter.
Section 5: Conditions Precedent to Funding
5.1 General Standard. The commitment of Brindoval to fund the Facility on the Closing Date (as defined below) is subject solely to the satisfaction (or waiver by Brindoval in its sole discretion) of the conditions set forth in this Section 5 (and no other conditions, whether implied, at law, in equity, or otherwise). The term "Closing Date" means the date on which all conditions set forth in this Section 5 have been satisfied (or waived) and the initial funding of the Facility occurs. As used in this Section 5, unless the context otherwise requires, the determination of whether any condition has been satisfied shall be made by Brindoval, acting reasonably and in good faith.
5.2 Specific Conditions. The obligation of Brindoval to fund the Facility on the Closing Date is subject to the satisfaction (or waiver by Brindoval) of each of the following conditions:
(a) Acquisition Agreement. The Acquisition shall be consummated substantially concurrently with the funding of the Facility, in accordance with the terms and conditions of the Acquisition Agreement, without giving effect to any modification, amendment, waiver, supplement, or consent thereunder that is materially adverse to the interests of the Lenders (in their capacities as such) without the prior written consent of Brindoval (such consent not to be unreasonably withheld, conditioned, or delayed). For purposes of this paragraph (a), it is understood and agreed that any modification, amendment, waiver, supplement, or consent that results in a decrease in the purchase price shall not, by itself, be deemed materially adverse to the interests of the Lenders so long as such decrease is applied to reduce the amount of the Equity Contribution (and not the amount of the Facility).
(b) Execution of Definitive Credit Agreement. A definitive credit agreement (the "Credit Agreement") and the related loan documents (including, without limitation, security agreements, pledge agreements, guaranty agreements, and any intercreditor or subordination agreements) shall have been executed and delivered by the applicable parties thereto, in form and substance consistent with the Term Sheet and this Commitment Letter and, to the extent not addressed in the Term Sheet or this Commitment Letter, consistent in all material respects with credit agreements for comparable sponsor-backed SaaS acquisition financings of similar size and credit profile (with such modifications as may be mutually agreed upon by Brindoval and the Borrower, each acting reasonably and in good faith).
(c) Accuracy of Specified Representations.
(i) Specified Acquisition Agreement Representations. The representations and warranties made by or with respect to the Target in the Acquisition Agreement that are material to the interests of the Lenders (solely in their capacities as such) shall be accurate in all material respects (or, in the case of representations and warranties qualified by materiality or material adverse effect, in all respects) to the extent that the failure of such representations and warranties to be accurate would give rise to a right of the Borrower (or its affiliates) to decline to consummate the Acquisition or to terminate the Acquisition Agreement pursuant to the terms thereof (the "Specified Acquisition Agreement Representations"). The parties acknowledge that the Specified Acquisition Agreement Representations are limited to those representations and warranties whose inaccuracy would, under the terms of the Acquisition Agreement, permit the Borrower to refuse to close the Acquisition, and that Brindoval is not entitled to independently assess or verify such representations and warranties beyond the standard set forth in the Acquisition Agreement.
(ii) Specified Credit Agreement Representations. Certain representations and warranties to be made by the Borrower and the Guarantors in the Credit Agreement (the "Specified Credit Agreement Representations") shall be accurate in all material respects (or, in the case of representations and warranties qualified by materiality or material adverse effect, in all respects) on and as of the Closing Date (or, in the case of representations and warranties that by their terms are made as of a specific date, as of such specific date). The Specified Credit Agreement Representations shall be limited to those relating to: (A) corporate existence and good standing; (B) corporate power and authority; (C) due authorization, execution, and delivery of the loan documents; (D) no material conflicts with organizational documents, applicable law, or material agreements; (E) the binding nature and enforceability of the loan documents; (F) compliance with Federal Reserve Board margin regulations (Regulations T, U, and X); (G) status under the Investment Company Act of 1940, as amended; (H) compliance with the USA PATRIOT Act of 2001, applicable anti-money laundering laws, anti-corruption laws (including the Foreign Corrupt Practices Act), and sanctions laws and regulations, and the Beneficial Ownership Regulation (31 C.F.R. § 1010.230); and (I) solvency (on a consolidated basis, after giving effect to the Acquisition and the other transactions contemplated hereby).
(d) No Material Adverse Effect. Since December 31, 2025, there shall not have occurred any event, change, circumstance, condition, development, occurrence, or effect 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. As used in this paragraph (d), "Material Adverse Effect" shall have the meaning given to such term (or any comparable term) in the Acquisition Agreement as in effect on the date hereof, without giving effect to any modification, amendment, waiver, or supplement thereof that is not consented to by Brindoval (such consent not to be unreasonably withheld, conditioned, or delayed). The parties acknowledge that the Material Adverse Effect condition is measured by reference to, and is intended to be co-extensive with, the corresponding condition to the Borrower's obligation to consummate the Acquisition under the Acquisition Agreement.
(e) Delivery of Financial Statements. Brindoval shall have received the following financial statements of the Target:
(i) Audited consolidated financial statements of the Target and its subsidiaries for the fiscal year ended December 31, 2025, prepared in accordance with generally accepted accounting principles in the United States ("GAAP"), audited by Whitfield & Sable LLP, and accompanied by an unqualified audit opinion. The parties acknowledge that such audited financial statements have been received by Brindoval prior to the date hereof, and this condition is satisfied as of the date of this Commitment Letter with respect to such fiscal year.
(ii) Unaudited consolidated financial statements of the Target and its subsidiaries (including a balance sheet and statements of income, cash flows, and stockholders' equity) for each fiscal quarter ended after December 31, 2025 and at least 45 days prior to the Closing Date, prepared in accordance with GAAP (subject to normal year-end adjustments and the absence of footnotes), and certified by the chief financial officer or chief accounting officer of the Target as presenting fairly, in all material respects, the financial condition and results of operations of the Target and its subsidiaries as of the dates and for the periods indicated.
(f) Solvency Certificate. Brindoval shall have received a solvency certificate from the Chief Financial Officer of the Borrower (or, if the Borrower does not have a Chief Financial Officer, from the Chief Financial Officer of the Borrower's parent or the Sponsor), in form and substance reasonably satisfactory to Brindoval, dated as of the Closing Date, certifying that, immediately after giving effect to the Acquisition, the funding of the Facility, the Equity Contribution, and the other transactions contemplated by this Commitment Letter, the Acquisition Agreement, and the Credit Agreement, the Borrower and its subsidiaries, on a consolidated basis, are solvent. For purposes of such solvency certificate, "solvent" shall mean that: (A) the fair value of the assets of the Borrower and its subsidiaries on a consolidated basis exceeds their total liabilities (including contingent liabilities) on a consolidated basis; (B) the present fair salable value of the assets of the Borrower and its subsidiaries on a consolidated basis is greater than the amount that will be required to pay the probable liability on their total debts and liabilities (including contingent liabilities) as they become absolute and matured; (C) the Borrower and its subsidiaries on a consolidated basis are able to pay their debts and other liabilities (including contingent liabilities) as they mature in the normal course of business; and (D) the Borrower and its subsidiaries on a consolidated basis are not engaged in, and are not about to engage in, a business or transaction for which their remaining assets constitute unreasonably small capital.
(g) Security and Collateral Documents. Security agreements, pledge agreements (including pledges of 100% of the equity interests in domestic subsidiaries and 65% of the equity interests in first-tier foreign subsidiaries, if any), intellectual property security agreements, deposit account control agreements (to the extent required on the Closing Date), and such other collateral documents as are required under the Term Sheet shall have been duly executed and delivered by the Borrower, the Target, each Guarantor, and each other applicable loan party, and all Uniform Commercial Code financing statements (UCC-1s) and other filings, recordings, and registrations necessary or desirable to perfect a first-priority security interest (subject to permitted liens as set forth in the Term Sheet) in substantially all assets of the Borrower, the Target, and each Guarantor shall have been filed with the applicable filing offices or delivered to Brindoval for filing, in each case to the extent required to be delivered on the Closing Date pursuant to the Term Sheet and the Credit Agreement. The parties acknowledge that perfection of security interests in certain categories of collateral (including motor vehicles, fixtures, and real property) may be completed on a post-closing basis within the time periods specified in the Credit Agreement.
(h) Legal Opinions. Brindoval shall have received customary legal opinions from: (i) Calderwood & Harkness LLP, counsel to the Borrower, addressing such matters as are customary for financings of this type, including due authorization, enforceability, no conflicts, and such other matters as Brindoval and its counsel may reasonably request; and (ii) to the extent required by Brindoval, local counsel in each jurisdiction in which the Borrower, the Target, or any Guarantor is organized or in which material collateral is located, in each case addressed to Brindoval (in its capacities as Administrative Agent and Lender) and in form and substance reasonably satisfactory to Brindoval and its counsel, Broadwick & Thayer LLP.
(i) Organizational Documents; Officer's Certificates; Resolutions. Brindoval shall have received the following, in each case in form and substance reasonably satisfactory to Brindoval:
(i) Certificates of formation, articles of incorporation, certificates of incorporation, or equivalent organizational documents, as applicable, for the Borrower (Solara Digital Acquisition Holdings LLC, Delaware Secretary of State File No. 7531209), the Target (Meridian Cloud Solutions Inc., Delaware Secretary of State File No. 6038472), and each Guarantor.
(ii) Limited liability company agreements, bylaws, or equivalent governing documents, as applicable, for the Borrower, the Target, and each Guarantor.
(iii) Resolutions of the board of directors, board of managers, or equivalent governing body of the Borrower, the Target, and each Guarantor, authorizing the execution, delivery, and performance of the Credit Agreement, the other loan documents, and the transactions contemplated thereby.
(iv) Secretary's certificates (or certificates of an authorized person), certifying as to the authenticity and completeness of the organizational documents, resolutions, and incumbency of officers and authorized signatories of each of the foregoing entities.
(v) Good standing certificates (or certificates of existence, as applicable) for the Borrower, the Target, and each Guarantor from the Secretary of State (or equivalent authority) of the jurisdiction of organization, dated not more than 30 days prior to the Closing Date.
(j) Insurance. Brindoval shall have received evidence of insurance coverage for the Target and its subsidiaries, in form and substance reasonably satisfactory to Brindoval, demonstrating that the Target and its subsidiaries maintain property, casualty, liability, business interruption, cyber liability, and other insurance coverages in types and amounts consistent with prudent business practice for companies of similar size and in similar lines of business, and naming Brindoval National Bank, N.A. (in its capacity as Administrative Agent for the benefit of the Lenders) as additional insured and/or loss payee, as applicable, under such policies to the extent required by the Credit Agreement and the collateral documents.
(k) Patriot Act / Beneficial Ownership. Brindoval shall have received, at least three (3) business days prior to the Closing Date, all documentation and other information required by Brindoval under applicable "know your customer" and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act of 2001 (Title III of Pub. L. 107-56, as amended), the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), and the Beneficial Ownership Regulation (31 C.F.R. § 1010.230), including a completed beneficial ownership certification in the form prescribed by applicable regulation, in each case to the extent such documentation and information has been requested in writing by Brindoval at least ten (10) business days prior to the Closing Date. The parties acknowledge that failure by Brindoval to request such documentation and information within the foregoing timeframe shall not relieve the Borrower of its obligation to provide such documentation and information when requested, but Brindoval shall not assert the non-receipt of such documentation and information as a basis for refusing to fund on the Closing Date if such documentation and information was not requested within the requisite timeframe.
(l) Payment of Fees and Expenses. All fees and expenses required to be paid on the Closing Date pursuant to this Commitment Letter and the Fee Letter shall have been paid (or shall be paid substantially concurrently with the funding of the Facility from the proceeds thereof to the extent contemplated by the funds flow memorandum), including: (i) the arrangement fee of $3,000,000; (ii) the structuring fee of $500,000; (iii) the OID of $4,000,000 (which shall be netted against the gross proceeds of the Facility); and (iv) the reasonable and documented out-of-pocket fees, costs, and expenses of Brindoval and its counsel, Broadwick & Thayer LLP, incurred in connection with the negotiation, documentation, and closing of the Facility and the related loan documents (including filing fees, search fees, recording charges, and similar charges). The Borrower shall have received an invoice or summary of such fees and expenses (to the extent then determinable) at least two (2) business days prior to the Closing Date.
(m) Equity Contribution. The Equity Contribution in an aggregate amount of not less than $130,000,000 from Fund IV shall have been made, or shall be made substantially concurrently with the funding of the Facility on the Closing Date, in the form of one or more cash equity contributions to the Borrower (or its direct or indirect parent entities), such that the equity as a percentage of the enterprise value of the Target is not less than approximately 41.3% on a pro forma basis after giving effect to the Acquisition and the other transactions contemplated hereby. Evidence of the funding of the Equity Contribution, in form and substance reasonably satisfactory to Brindoval, shall have been provided to Brindoval (which evidence may consist of wire transfer confirmations, bank statements, or other customary documentation).
(n) Funds Flow Memorandum. A funds flow memorandum setting forth in reasonable detail the sources and uses of all funds to be disbursed on the Closing Date, including the disbursement of Facility proceeds, the application of the Equity Contribution, and the payment of all transaction fees and expenses, in form and substance reasonably satisfactory to Brindoval, shall have been delivered to Brindoval and approved by Brindoval and the Borrower at least two (2) business days prior to the Closing Date.
5.3 SunGard / Limited Conditionality. The parties hereto acknowledge and agree that the conditions to funding set forth in this Section 5 are the only conditions to Brindoval's obligation to fund the Facility on the Closing Date, and that no additional conditions to funding shall be implied from the terms of this Commitment Letter, the Term Sheet, the Credit Agreement, or any other loan document. The terms of this Commitment Letter (including, without limitation, the conditions precedent set forth in this Section 5) shall be interpreted in a manner consistent with the principles articulated by the Delaware Court of Chancery and related case law applicable to acquisition financing commitment letters (commonly referred to as the "SunGard" principles), including the following understandings: (a) the conditions to funding under this Commitment Letter shall not be broader in scope or more restrictive than the conditions to the Borrower's obligation to consummate the Acquisition under the Acquisition Agreement; (b) no additional due diligence, investigation, or inquiry by Brindoval shall be required as a condition to funding beyond that contemplated by the express terms of this Section 5; and (c) no additional "out" or excuse for non-performance shall be implied in favor of Brindoval beyond the express conditions set forth herein.
5.4 Certain Funds Period. From the date hereof through the Expiration Date (as defined in Section 10 below) (or, if earlier, the date of termination of this Commitment Letter pursuant to Section 10), Brindoval shall maintain its commitment to fund the Facility in full and shall not impose any conditions to funding other than those expressly set forth in this Section 5. During such period, Brindoval shall not seek to terminate, reduce, or modify its commitment hereunder, except as expressly provided in Sections 6 and 10 of this Commitment Letter. The parties acknowledge that the "certain funds" period described in this Section 5.4 is a material inducement for the Borrower and the Sponsor to enter into this Commitment Letter and the Acquisition Agreement.
Section 6: Market Flex
6.1 Flex Right. Brindoval reserves the right, in consultation with the Borrower and the Sponsor, to modify the pricing, structure, or certain other terms of the Facility to the extent Brindoval reasonably determines, based on then-prevailing market conditions and investor feedback, that such modifications are necessary or advisable to ensure the successful syndication of the Facility, subject in all cases to the limitations and caps set forth in this Section 6. Brindoval shall exercise its market flex rights in good faith and shall not exercise such rights for the purpose of increasing Brindoval's economics in the absence of a bona fide syndication concern.
6.2 Pricing Flex. Brindoval's market flex rights with respect to pricing shall be limited as follows:
(a) Interest Rate Spread. Brindoval may increase the applicable interest rate spread on the Term Loan Facility by up to 37.5 basis points, from the initial spread of Adjusted Term SOFR plus 475 basis points per annum to a maximum spread of Adjusted Term SOFR plus 512.5 basis points per annum. No increase in the interest rate spread in excess of 37.5 basis points shall be made without the prior written consent of the Borrower.
(b) Original Issue discount. Brindoval may increase the original issue discount on the Term Loan Facility by up to 37.5 basis points, from the initial OID of 2.00% to a maximum OID of 2.375%. No increase in the OID in excess of 37.5 basis points shall be made without the prior written consent of the Borrower.
The foregoing caps on pricing flex reflect the negotiated compromise between the parties, as Brindoval's original proposal contemplated pricing flex of up to 50 basis points on each of the interest rate spread and the OID. The parties acknowledge that any exercise of pricing flex will result in increased borrowing costs to the Borrower and a corresponding reduction in net proceeds (in the case of OID flex).
6.3 Structural Flex. In addition to pricing flex, Brindoval may propose modifications to the structure of the Facility in connection with syndication efforts, including, without limitation: (i) the addition of a revolving credit facility (in an aggregate committed amount to be agreed) as part of the overall credit structure; (ii) modifications to the amortization schedule for the Term Loan Facility (including increases to the required quarterly amortization payments); or (iii) adjustments to the maturity date, prepayment terms, mandatory prepayment triggers, or financial covenant levels, in each case only with the prior written consent of the Borrower (such consent not to be unreasonably withheld, conditioned, or delayed). For the avoidance of doubt, any structural flex that would result in a material change to the economic terms of the Facility (other than as permitted by the pricing flex provisions of Section 6.2 above) shall require the Borrower's affirmative written consent.
6.4 Exercise of Flex. Any exercise by Brindoval of its market flex rights under this Section 6 shall be communicated in writing to the Borrower (with a copy to the Sponsor), with reasonable detail as to: (a) the specific modifications being proposed; (b) the basis for such exercise, including a summary of relevant market conditions, investor feedback, or syndication challenges; and (c) the expected timing of the implementation of such modifications. Such written notice shall be delivered to the Borrower at least five (5) business days prior to the anticipated launch date for syndication of the Facility, unless exigent market circumstances require a shorter notice period, in which case Brindoval shall provide notice as promptly as practicable. The Borrower shall have the right to consult with Brindoval regarding any proposed exercise of market flex prior to implementation.
Section 7: Representations, Warranties, and Covenants of the Borrower
7.1 Borrower's Representations. The Borrower represents and warrants to Brindoval, as of the date hereof and as of the Closing Date, as follows:
(a) All written information (other than projections, estimates, budgets, pro forma financial information, and other forward-looking information) that has been or will be furnished by or on behalf of the Borrower, the Sponsor, or the Target to Brindoval or its affiliates in connection with the Facility, the Acquisition, or the transactions contemplated hereby, when taken as a whole with all supplements and updates thereto, is and will be accurate and complete in all material respects as of the date such information is furnished and does not and will not contain any material misstatement of fact or omit to state any material fact necessary in order to make the statements contained therein, in the light of the circumstances under which such statements are made, not materially misleading. The Borrower acknowledges that Brindoval is relying on the accuracy and completeness of such information in connection with its decision to provide the Facility and its credit underwriting.
(b) All projections, estimates, budgets, pro forma financial information, and other forward-looking information that have been or will be furnished by or on behalf of the Borrower, the Sponsor, or the Target to Brindoval or its affiliates in connection with the Facility, the Acquisition, or the transactions contemplated hereby have been and will be prepared in good faith based upon assumptions that were believed by the preparer to be reasonable at the time of preparation. The Borrower acknowledges that Brindoval understands that such projections and forward-looking information are subject to significant uncertainties and contingencies, many of which are beyond the control of the Borrower, the Sponsor, and the Target, and that no assurance can be given that the projections will be realized. Actual results may differ materially from such projections, and such projections are not a guarantee of financial performance.
(c) The Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite organizational power and authority to execute, deliver, and perform its obligations under this Commitment Letter and the Fee Letter.
(d) The execution, delivery, and performance by the Borrower of this Commitment Letter and the Fee Letter have been duly authorized by all necessary organizational action on the part of the Borrower, and this Commitment Letter and the Fee Letter constitute the legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law).
7.2 Borrower's Covenants. The Borrower covenants and agrees that, from the date hereof until the earlier of the Closing Date and the termination of this Commitment Letter:
(a) The Borrower will provide (and will use commercially reasonable efforts to cause the Target and its subsidiaries to provide) promptly to Brindoval any financial statements, business information, and other information and documentation reasonably requested by Brindoval in connection with the Facility, the Acquisition, or the syndication of the Facility, subject in all cases to applicable confidentiality restrictions and the terms of the Acquisition Agreement.
(b) The Borrower will not take any action, or permit any action to be taken, that is materially inconsistent with the Borrower's obligations under this Commitment Letter, the Fee Letter, or the Term Sheet, or that would reasonably be expected to impair or delay the ability of the parties to satisfy the conditions precedent set forth in Section 5 or to consummate the funding of the Facility on or prior to the Expiration Date.
(c) The Borrower will use commercially reasonable efforts to cause the Closing Date to occur on or prior to the Expiration Date, including by diligently pursuing the satisfaction of the conditions precedent set forth in Section 5 and cooperating with Brindoval and its counsel in connection with the negotiation and execution of the Credit Agreement and the related loan documents.
Section 8: Indemnification
8.1 Scope. The Borrower and the Sponsor (jointly and severally, to the extent of the Sponsor's limited recourse obligations as acknowledged in the signature block hereto) agree to indemnify and hold harmless Brindoval and each of its affiliates, and the respective officers, directors, partners, members, managers, employees, agents, advisors, representatives, and controlling persons of each of the foregoing (each, an "Indemnified Person"), from and against any and all losses, claims, damages, liabilities, penalties, judgments, settlements, costs, and expenses (including, without limitation, reasonable and documented fees, disbursements, and other charges of counsel) (collectively, "Losses") arising out of, resulting from, or in any way relating to, or that are incurred in connection with: (a) this Commitment Letter, the Fee Letter, or the Term Sheet; (b) the Facility or any of the other transactions contemplated hereby, including the Acquisition and the Credit Agreement; (c) any use or proposed use of the proceeds of the Facility; or (d) any claim, litigation, investigation, or proceeding (whether or not any Indemnified Person is a party thereto and whether or not such claim, litigation, investigation, or proceeding is brought by or on behalf of the Borrower, the Sponsor, the Target, or any third party) relating to any of the foregoing; provided, however, that no Indemnified Person shall be entitled to indemnification hereunder to the extent that such Losses are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from (i) the gross negligence, (ii) bad faith, or (iii) willful misconduct of such Indemnified Person or any of its affiliates or their respective officers, directors, employees, or agents.
The Borrower and the Sponsor further agree that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Borrower, the Sponsor, or any of their respective subsidiaries, affiliates, stockholders, members, partners, or creditors arising out of, related to, or in connection with, this Commitment Letter, the Fee Letter, the Facility, or the transactions contemplated hereby, except to the extent of direct (as opposed to consequential, indirect, special, or punitive) damages determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith, or willful misconduct of such Indemnified Person. In no event shall any Indemnified Person be liable for consequential, indirect, special, exemplary, or punitive damages in connection with this Commitment Letter or the transactions contemplated hereby.
8.2 Survival. The indemnification and contribution obligations of the Borrower and the Sponsor under this Section 8 shall survive the termination or expiration of this Commitment Letter, the execution and delivery of the Credit Agreement, and the funding or non-funding of the Facility, and shall remain in full force and effect regardless of any investigation made by or on behalf of any Indemnified Person.
Section 9: Confidentiality
9.1 General. This Commitment Letter, the Fee Letter, the Term Sheet, and the existence, terms, and contents thereof are confidential and, except as set forth below, shall not be disclosed by any party hereto or their respective affiliates, officers, directors, employees, agents, or representatives to any person without the prior written consent of the other parties hereto. Notwithstanding the foregoing, the existence and contents of this Commitment Letter, the Fee Letter, and the Term Sheet may be disclosed:
(a) To the Borrower's and the Sponsor's respective officers, directors, partners, members, managers, employees, attorneys (including Calderwood & Harkness LLP and Alderton Paige LLP), accountants, financial advisors (including Velthorn Stanton Advisory LLC), and other professional advisors retained in connection with the Acquisition and the Facility, in each case on a need-to-know basis and subject to the recipient's agreement to maintain the confidentiality of such information (which agreement may be in the form of a general confidentiality undertaking or professional obligation of confidentiality).
(b) To the Sellers and the Target, and their respective counsel (including Kerrigan Ross & Associates LLP), solely to the extent disclosure is required by the Acquisition Agreement or is reasonably necessary in connection with the negotiation, execution, or consummation of the Acquisition; provided that the specific fee amounts, OID, and other economic terms of the Fee Letter shall not be disclosed to the Sellers or the Target unless required by applicable law or regulation or with the prior written consent of Brindoval.
(c) As required by applicable law, rule, regulation, or legal process (including subpoena, civil investigative demand, or similar process), or by the rules of any stock exchange or self-regulatory organization, or as requested or required by any governmental or regulatory authority having jurisdiction over the disclosing party; provided that, to the extent permitted by applicable law, the disclosing party shall provide prompt written notice to Brindoval (or to the Borrower, as applicable) of any such required disclosure and shall cooperate with the non-disclosing party in seeking a protective order or other appropriate remedy to limit the scope of such disclosure.
(d) By Brindoval to prospective syndication participants (including Harborstone Capital Partners LLC and Pinnacle Ridge Credit Fund II LP) and their respective professional advisors, in each case subject to the execution and delivery by such prospective syndication participant of a customary confidential disclosure agreement or Lender NDA in form and substance reasonably satisfactory to Brindoval and the Borrower.
9.2 Fee Letter. The specific terms of the Fee Letter (including, without limitation, the amount of the arrangement fee, the structuring fee, the OID, and any other pricing or economic terms set forth therein) are subject to the additional confidentiality restrictions set forth in the Fee Letter. In the event of any conflict between the confidentiality provisions of this Section 9 and those of the Fee Letter with respect to the terms of the Fee Letter, the confidentiality provisions of the Fee Letter shall govern.
Section 10: Expiration; Termination
10.1 Expiration Date. This Commitment Letter and the commitments and obligations of Brindoval hereunder shall expire at 5:00 p.m. (New York City time) on June 2, 2026 (the "Expiration Date"), which is forty-five (45) calendar days from the date hereof, unless: (a) the Closing Date shall have occurred on or prior to such date; or (b) such date is extended in writing by mutual agreement of Brindoval and the Borrower. Any extension of the Expiration Date shall be on such terms and conditions as the parties may agree, and no such extension shall be deemed to have occurred by implication or course of dealing.
10.2 Automatic Termination. This Commitment Letter shall automatically terminate (without any further action by any party hereto) upon the earliest to occur of the following: (i) the Closing Date (at which point the Credit Agreement and the related loan documents shall govern the rights and obligations of the parties thereto, and this Commitment Letter shall be of no further force or effect, except as expressly provided in Section 10.3); (ii) the Expiration Date, if the Closing Date shall not have occurred on or prior to such date; (iii) the valid termination of the Acquisition Agreement in accordance with its terms prior to the closing of the Acquisition; or (iv) written notice of termination delivered by the Borrower to Brindoval at any time prior to the Closing Date (it being understood that the Borrower may terminate this Commitment Letter at any time in its sole discretion, subject to its obligations under Sections 8 and 9 and the Fee Letter).
10.3 Surviving Provisions. Notwithstanding any termination or expiration of this Commitment Letter, the provisions of Section 4 (Fees) (solely with respect to fees and expenses accrued and payable on or prior to termination), Section 8 (Indemnification), Section 9 (Confidentiality), Section 11 (Governing Law), Section 12 (Jurisdiction; Waiver of Jury Trial), and Section 13 (Miscellaneous) shall survive and remain in full force and effect in accordance with their respective terms, together with any obligations under the Fee Letter that by their terms survive termination.
Section 11: Governing Law
This Commitment Letter, the Fee Letter, and any claim, controversy, or dispute arising out of or relating to this Commitment Letter or the Fee Letter (whether in contract, tort, or otherwise) shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall apply).
Section 12: Jurisdiction; Waiver of Jury Trial
12.1 Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and, if such court lacks subject matter jurisdiction, the courts of the State of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, for the purposes of 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 irrevocably and unconditionally waives any objection it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
12.2 Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS COMMITMENT LETTER, THE FEE LETTER, THE FACILITY, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF OR THEREOF. EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER. EACH PARTY ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS COMMITMENT LETTER BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.2.
Section 13: Miscellaneous
13.1 Entire Agreement. This Commitment Letter, together with the Fee Letter and the Term Sheet attached hereto as Exhibit A, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties with respect to such subject matter. There are no representations, warranties, conditions, or other agreements, express or implied, whether collateral, statutory, or otherwise, relating to the subject matter hereof, except as specifically set forth in this Commitment Letter, the Fee Letter, and the Term Sheet.
13.2 Amendments. No amendment, modification, supplement, or waiver of any provision of this Commitment Letter shall be effective unless set forth in a written instrument duly executed and delivered by each of the parties hereto (or, in the case of a waiver, by the party against whom the waiver is to be effective). No failure or delay by any party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
13.3 Assignment. This Commitment Letter and the rights and obligations hereunder may not be assigned by the Borrower without the prior written consent of Brindoval (which consent may be withheld in Brindoval's sole discretion), and any purported assignment without such consent shall be null and void. Brindoval may assign its commitment hereunder, in whole or in part, to any financial institution or fund in connection with the syndication of the Facility, subject to the Borrower's consent rights with respect to the identity of Lenders as set forth in Section 3 of this Commitment Letter. Any assignment by Brindoval shall not release Brindoval from its obligations hereunder unless and until the assignee has assumed such obligations in writing and the Borrower has consented to such assignment (to the extent such consent is required). Subject to the foregoing, this Commitment Letter shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns.
13.4 Counterparts; Electronic Execution. This Commitment Letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be 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, electronic mail in portable document format (".pdf"), or other electronic transmission (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or other applicable law) shall be effective as delivery of a manually executed original counterpart hereof.
13.5 Headings. The section headings and captions contained in this Commitment Letter are included for convenience of reference only and shall not affect the interpretation or construction of this Commitment Letter.
13.6 No Third-Party Beneficiaries. Except for the Indemnified Persons identified in Section 8 of this Commitment Letter (who are intended third-party beneficiaries of Section 8), nothing in this Commitment Letter, express or implied, is intended to or shall confer upon any person (other than the parties hereto and their respective successors and permitted assigns) any rights, benefits, remedies, obligations, or liabilities of any nature under or by reason of this Commitment Letter.
13.7 Notices. All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Commitment Letter shall be in writing and shall be deemed to have been duly given when: (a) delivered personally; (b) sent by nationally recognized overnight courier service (with tracking capability); (c) sent by registered or certified mail, return receipt requested, postage prepaid; or (d) sent by electronic mail (with confirmation of receipt), in each case addressed as follows:
If to Brindoval:
Brindoval National Bank, N.A. 383 Madison Avenue, 14th Floor New York, NY 10179
Attention: Thomas Wilder, Managing Director, Technology Leveraged Finance
Email: t.wilder@crestviewnational.com
With a copy (which shall not constitute notice) to:
Broadwick & Thayer LLP 51 West 52nd Street, 30th Floor New York, NY 10019
Attention: Catherine Hartwell
Email: chartwell@broadwickthayer.com
If to the Borrower:
Solara Digital Acquisition Holdings LLC c/o Solara Digital Infrastructure LP 1700 Market Street, Suite 2400 Wilmington, DE 19801
Attention: Viktor Strand and Derek Raines
Email: vstrand@solaradigital.com; draines@solaradigital.com
With a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, NY 10006
Attention: Philip Hartmann
Email: phartmann@calderwoodharkness.com
Any party may change its address for notices by providing written notice to the other parties in accordance with this Section 13.7.
Exhibit A
The Term Sheet dated April 18, 2026, setting forth the principal terms and conditions of the $200,000,000 Senior Secured Term Loan Facility, is attached hereto as Exhibit A and is incorporated by reference in its entirety into this Commitment Letter. The Term Sheet forms an integral part of this Commitment Letter and the commitments and obligations of the parties hereunder are subject to the terms and conditions set forth therein. In the event of any conflict or inconsistency between the terms of this Commitment Letter and the terms of the Term Sheet, the terms of this Commitment Letter shall control.
The principal terms of the Facility as set forth in the Term Sheet include, among others:
Borrower: Solara Digital Acquisition Holdings LLC, a Delaware limited liability company.
Guarantors: (i) Solara Digital Infrastructure LP (on a limited recourse basis, as set forth in the Term Sheet), (ii) Meridian Cloud Solutions Inc. (post-closing), and (iii) each direct and indirect material domestic subsidiary of the Borrower that is required to become a Guarantor under the Credit Agreement.
Administrative Agent: Brindoval National Bank, N.A.
Facility Amount: $200,000,000 Senior Secured Term Loan.
Maturity: June 30, 2033 (seven years from anticipated Closing Date).
Interest Rate: Adjusted Term SOFR (with a SOFR floor of 1.00% and a credit spread adjustment of 10 basis points) plus a margin of 475 basis points per annum.
Default Rate: An additional 200 basis points per annum above the otherwise applicable interest rate.
Original Issue discount: 2.00%.
Amortization: 1.0% per annum of the original principal amount, payable in equal quarterly installments of $500,000 per quarter, with the balance due at maturity.
Voluntary Prepayment: Prepayable at the Borrower's option, subject to a 101% soft call premium during the first twelve (12) months following the Closing Date; prepayable at par thereafter.
Mandatory Prepayments: (i) 100% of net cash proceeds from asset sales and casualty events (subject to a $2,500,000 de minimis basket and 365-day reinvestment period, plus an additional 180-day period if reinvestment has been committed); (ii) 100% of net cash proceeds from the incurrence of indebtedness not permitted under the Credit Agreement; (iii) excess cash flow sweep at 50% of ECF (stepping down to 25% if Total Net Leverage is equal to or less than 4.50x and to 0% if Total Net Leverage is equal to or less than 3.50x).
Financial Covenant: Springing financial covenant requiring Total Net Leverage not to exceed 7.50x, tested only if the revolving credit facility (if any) is drawn in an amount exceeding 35% of the committed amount at the end of any fiscal quarter.
Collateral: First-priority perfected securit

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