Dear Catherine,
On behalf of our client, Solara Digital Acquisition Holdings LLC (the "Borrower"), we are transmitting the Borrower's markup of the commitment letter (the "Commitment Letter") from Brindoval National Bank, N.A. in its capacity as Sole Lead Arranger, Sole Bookrunner, and Administrative Agent for the proposed $200,000,000 senior secured term loan facility in connection with the acquisition of Meridian Cloud Solutions Inc.
Please find attached as **commitment-letter-borrower-markup-redline.docx** our redline against the initial draft of the Commitment Letter circulated by Broadwick & Thayer on behalf of Brindoval on April 7. The markup should be read in conjunction with the final form term sheet that the parties are working toward executing on April 18, 2026; a number of our comments are designed to conform the Commitment Letter to the economic and structural terms agreed upon in the term sheet, including the compromises reached on our April 10 negotiation call.
Set forth below is a summary of our principal comments. We are, of course, happy to discuss any of these in further detail.
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**1. Material Adverse Effect Definition — Narrowing**
The MAE definition in the Brindoval initial draft is, in our view, considerably broader than market for sponsor-backed SaaS acquisition financings of this nature. The Borrower's markup requests significant narrowing through the addition of customary carve-outs for: (i) general economic or financial market conditions; (ii) conditions generally affecting the SaaS or technology industry; (iii) changes in applicable law or accounting standards (including GAAP); (iv) effects arising from the announcement or pendency of the transaction itself; (v) effects resulting from compliance with the terms of the acquisition agreement; and (vi) acts of war, terrorism, pandemics, or natural disasters. Each of these carve-outs would be subject to a "disproportionate impact" exception — i.e., they would not apply to the extent such matters disproportionately affect Meridian Cloud Solutions Inc. relative to similarly situated companies operating in the SaaS industry. We would also note that the MAE definition in the Commitment Letter should be conformed to the MAE definition being negotiated in the purchase agreement between the Borrower and the sellers (Ashford Ventures Partners LLC, Jason Tremblay, and the management/employee holders), which Alderton Paige LLP is handling on the acquisition side. There should be no daylight between the two definitions.
**2. Market Flex Provisions — Alignment with Term Sheet Agreement**
The Brindoval initial draft retains market flex caps of +50 basis points on the interest rate spread and +50 basis points on OID. This does not reflect the compromise reached during our April 10 call (in which Philip Hartmann, Catherine Hartwell, James Okoro, Thomas Wilder, Sandra Fleischer, Priya Vasudeva, Derek Raines, and I participated). As agreed, market flex should be capped at +37.5 basis points on the spread (i.e., Adjusted Term SOFR + 475 bps could be increased to a maximum of Adjusted Term SOFR + 512.5 bps) and +37.5 basis points on OID (i.e., OID could be increased from 2.00% to a maximum of 2.375%). We have revised the Commitment Letter accordingly. We have also added a requirement that any exercise of market flex be subject to prior written notice to the Borrower and have confirmed that no exercise of flex should alter the total commitment amount of $200,000,000.
**3. Closing Conditions — Conformity with Acquisition Agreement / Limited Conditionality**
The Borrower's markup insists on a "SunGard"-style limited conditionality framework, consistent with market practice for certain funds acquisition financings. Conditions to Brindoval's funding obligation should be limited to: (i) execution and delivery of the definitive credit agreement and related loan documents; (ii) the substantially simultaneous closing of the acquisition of 100% of the outstanding equity of Meridian (at an enterprise value of $315,000,000, with a $130,000,000 equity contribution from Solara Digital Infrastructure Fund IV LP, representing approximately 41.3% of enterprise value); (iii) accuracy of the specified representations (as discussed below); (iv) absence of an MAE (as narrowed per our comments above); (v) delivery of customary closing deliverables consistent with the draft closing checklist; and (vi) payment of fees and expenses. The Commitment Letter should contain no additional due diligence condition, no "market out," and no financing out. We have been coordinating with Richard Fontaine at Alderton Paige to ensure that the Commitment Letter closing conditions mirror the acquisition agreement closing conditions being negotiated with Kerrigan Ross & Associates (Danielle Musgrave), so that there is no conditionality gap between the financing and the acquisition.
**4. Specified Representations — Scope**
We have limited the "specified representations" — i.e., those representations whose accuracy is a condition to funding — to those customary for sponsor-backed SaaS acquisition financings. The specified representations should include only: (i) organizational existence; (ii) power and authority; (iii) due authorization and no conflicts; (iv) governmental approvals; (v) execution and enforceability of loan documents; (vi) Federal Reserve margin regulations; (vii) Investment Company Act status; (viii) solvency (as of the closing date); (ix) use of proceeds; and (x) PATRIOT Act / anti-money laundering / OFAC compliance. The Brindoval draft included broader representations — including accuracy of financial information, absence of litigation, and tax compliance — as specified representations. The Borrower does not object to the inclusion of these as representations in the definitive credit agreement, but they should not be specified representations whose inaccuracy would excuse Brindoval's funding obligation under the Commitment Letter.
**5. Information Undertaking — Tightening**
The Commitment Letter as drafted requires the Borrower to deliver "all information reasonably requested" by Brindoval prior to closing. We have narrowed this undertaking to require delivery only of information that is (i) reasonably necessary for Brindoval to complete syndication of the facility (including the anticipated syndication to Harborstone Capital Partners LLC, which has provided a preliminary indication at $50,000,000, and Pinnacle Ridge Credit Fund II LP, which has provided a preliminary indication at $40,000,000, with $35,000,000 to be placed with additional lenders as Brindoval syndicates down to its anticipated $75,000,000 hold position) and (ii) consistent with the categories of information customarily provided in comparable sponsor-backed SaaS acquisition financings. We have also added protections to confirm that the information delivery obligation does not extend to privileged or work-product protected materials and is subject to customary confidentiality protections. We note that a separate due diligence authorization letter is being prepared for Brindoval in connection with the commencement of the formal due diligence period beginning April 21, and the Commitment Letter undertaking should be read in that context.
**6. Commitment Letter Expiration / Extension Mechanics**
The Borrower's markup confirms the 45-day expiration period (i.e., June 2, 2026, assuming execution on April 18, 2026). However, given that the target closing date for the acquisition is June 30, 2026, the timeline between the Commitment Letter expiration and closing is tight. The Borrower proposes an automatic 15-day extension (to June 17, 2026) if, as of the initial expiration date, all conditions to closing have been satisfied or waived except for (a) regulatory approvals or (b) ministerial closing mechanics. This protective mechanism is intended to ensure there is no gap in Brindoval's commitment during the final weeks before closing in the event of administrative delays outside the parties' control.
**7. Fee Letter Cross-References**
Calderwood & Harkness is separately delivering a markup of the fee letter, which covers the 1.50% arrangement fee ($3,000,000), the $500,000 structuring fee, and the 2.00% OID ($4,000,000). Certain fee-related provisions in the Commitment Letter should be conformed to the fee letter once the parties have reached agreement on the fee letter terms. For your reference, the Borrower's principal comments on the fee letter relate to: (a) timing of fee payment (at closing, not upon execution of the Commitment Letter); (b) confidentiality of fee terms; (c) pro rata fee reduction in the event the facility amount is reduced; and (d) MFN protections with respect to syndication participant fees. We will circulate that markup separately and can discuss both documents together.
**8. Miscellaneous / Housekeeping**
Our markup includes the following conforming and housekeeping changes:
- Correcting entity references throughout to refer to Solara Digital Acquisition Holdings LLC (the Borrower), rather than to Solara Digital Infrastructure LP (the sponsor), in several places where the Brindoval draft uses the incorrect entity; - Conforming key economic terms to the final term sheet — specifically, the commitment amount ($200,000,000), pricing (Adjusted Term SOFR + 475 bps), SOFR floor (1.00%), credit spread adjustment (10 bps), maturity (June 30, 2033), and amortization (1.0% per annum); and - Confirming governing law as the State of New York and exclusive jurisdiction in the federal and state courts located in the Borough of Manhattan, City of New York.
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As noted, the Borrower is targeting execution of the term sheet, the Commitment Letter, and the fee letter by **April 18, 2026**. We would welcome the opportunity to schedule a call to walk through the markup if you or Brindoval would find it helpful. Please let James and me know if you have any questions or if you would like to propose a time for discussion. Philip Hartmann is also available for any partner-level discussions as needed.
Thank you, and we look forward to your response.
Best regards,
**Lisa Morrow** Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, NY 10006 Direct: (212) 558-7241 Email: lmorrow@calderwoodharkness.com
*Matter No. 1041-00002*