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

fee-letter-crestview-initial-draft.docx DOCUMENT M&A / Corporate

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CONFIDENTIAL TREATMENT REQUESTED

April 18, 2026

FEE LETTER

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

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

Re: Fee Letter in connection with the $200,000,000 Senior Secured Term Loan Facility — Acquisition of Meridian Cloud Solutions Inc.

Brindoval Internal Deal Reference: CNB-TLF-2026-0389

Ladies and Gentlemen:

Reference is hereby made to the Commitment Letter of even date herewith (as amended, supplemented, or otherwise modified from time to time, the "Commitment Letter"), pursuant to which Brindoval National Bank, N.A. ("Brindoval," the "Lead Arranger," and the "Administrative Agent") has committed to provide a senior secured term loan facility in an aggregate principal amount of $200,000,000 (the "Facility") to Solara Digital Acquisition Holdings LLC ("you" or the "Borrower") in connection with the Borrower's acquisition (the "Acquisition") of 100% of the outstanding equity interests of Meridian Cloud Solutions Inc. (the "Target" or "Meridian"), all on the terms and subject to the conditions set forth in the Commitment Letter and the Summary of Principal Terms and Conditions attached thereto as Exhibit A (the "Term Sheet").

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Commitment Letter and the Term Sheet. This Fee Letter (this "Fee Letter") sets forth certain fees and economic terms that are supplemental to, and form an integral part of, the Commitment Letter. The fees and other economic terms described herein are in addition to the terms and conditions set forth in the Commitment Letter and the Term Sheet.

This Fee Letter has been prepared by Broadwick & Thayer LLP (Catherine Hartwell / James Okoro), 51 West 52nd Street, 30th Floor, New York, NY 10019, as counsel to Brindoval National Bank, N.A., and is delivered concurrently with the Commitment Letter.

Section 1: Arrangement Fee

(a) Amount. In consideration of Brindoval's agreement to act as Sole Lead Arranger and Sole Bookrunner for the Facility, the Borrower agrees to pay to Brindoval National Bank, N.A., in its capacity as Sole Lead Arranger and Sole Bookrunner, an arrangement fee (the "Arrangement Fee") equal to 1.50% of the aggregate principal amount of the Facility commitments. Based on the aggregate commitment amount of $200,000,000 as of the date hereof, the Arrangement Fee equals $3,000,000.

(b) Payment Timing. The Arrangement Fee shall be deemed fully earned upon execution and delivery of the Commitment Letter by all parties thereto and shall be due and payable in full in immediately available funds on the Closing Date (as defined in the Commitment Letter). For the avoidance of doubt, the Arrangement Fee shall not be payable in installments, and the entire amount shall be due on the Closing Date.

(c) Non-Refundable; Non-Creditable. Once paid, the Arrangement Fee shall be fully earned and non-refundable under any and all circumstances, regardless of whether the Acquisition is consummated, the Facility is funded in whole or in part, or any other event or circumstance occurs. The Arrangement Fee shall not be subject to counterclaim, set-off, deduction, or reduction for any reason whatsoever. The Arrangement Fee shall not be credited against any other fees, interest payments, or other amounts payable by the Borrower under the Facility, the Commitment Letter, or any related document.

(d) Pro Rata Reduction. If the aggregate Facility commitments are permanently reduced prior to the Closing Date (other than in connection with the exercise of Market Flex provisions under Section 6 hereof or the corresponding provisions of the Commitment Letter), the Arrangement Fee shall be recalculated based on the reduced aggregate commitment amount, applying the same rate of 1.50% to such reduced amount; provided, however, that in no event shall the Arrangement Fee be less than $2,250,000 (being the product of 1.50% multiplied by $150,000,000), regardless of the extent of any such commitment reduction. Any reduction of commitments below $150,000,000 in the aggregate shall not further reduce the Arrangement Fee below such floor amount.

Section 2: Structuring Fee

(a) Amount. In consideration of Brindoval's services in structuring the Facility, including the development of the credit structure, the preparation and negotiation of the Term Sheet, and the coordination of the due diligence process, the Borrower agrees to pay to Brindoval National Bank, N.A., in its capacity as Sole Lead Arranger, a structuring fee in the amount of $500,000 (the "Structuring Fee").

(b) Payment Timing. The Structuring Fee shall be deemed fully earned upon execution and delivery of the Commitment Letter by all parties thereto and shall be due and payable in full in immediately available funds on the Closing Date.

(c) Non-Refundable; Non-Creditable. Once paid, the Structuring Fee shall be fully earned and non-refundable under any and all circumstances, regardless of whether the Acquisition closes, the Facility is funded in whole or in part, or any other event or circumstance occurs. The Structuring Fee shall not be subject to counterclaim, set-off, deduction, or reduction for any reason whatsoever.

(d) Additive Nature. The Structuring Fee is payable in addition to, and not in lieu of, the Arrangement Fee set forth in Section 1 above and the Original Issue discount set forth in Section 3 below. The payment of the Structuring Fee shall not reduce, offset, or otherwise affect the Borrower's obligation to pay the Arrangement Fee, the Original Issue discount, or any other fee or amount payable under this Fee Letter, the Commitment Letter, or the definitive credit documentation for the Facility.

Section 3: Original Issue discount (OID)

(a) Amount. The term loans under the Facility shall be issued with an original issue discount (the "Original Issue discount" or "OID") of 2.00% of the aggregate principal amount of the Facility funded on the Closing Date. Based on a full funding of $200,000,000 on the Closing Date, the Original Issue discount shall equal $4,000,000.

(b) Mechanics. The term loans under the Facility shall be funded at a price of 98.00% of par. Accordingly, assuming the full $200,000,000 of the Facility is funded on the Closing Date, the net cash proceeds disbursed to the Borrower on the Closing Date shall be $196,000,000, with the $4,000,000 Original Issue discount retained by Brindoval and allocated among the Lenders in the syndicate on a pro rata basis in proportion to their respective funded commitments under the Facility. For the avoidance of doubt, the Borrower shall be obligated to repay the full aggregate principal amount of term loans funded under the Facility (i.e., $200,000,000 assuming full funding), notwithstanding that the net cash proceeds received by the Borrower on the Closing Date are reduced by the amount of the Original Issue discount.

(c) Non-Refundable. The Original Issue discount is non-refundable and represents compensation to the Lenders for their agreement to fund the term loans under the Facility. The Original Issue discount shall not be subject to counterclaim, set-off, deduction, or reduction for any reason whatsoever.

(d) Adjustment Pursuant to Market Flex. Subject to Section 6 (Market Flex) below, Brindoval reserves the right, in its sole discretion, to increase the Original Issue discount by up to an additional 50 basis points (i.e., from 2.00% to up to 2.50% of the aggregate principal amount of the Facility funded on the Closing Date) in order to facilitate successful syndication of the Facility. Any such increase in the Original Issue discount shall be applied in accordance with the Market Flex provisions set forth in Section 6 below and the corresponding provisions of the Commitment Letter.

Section 4: Payment Mechanics

(a) Wire Transfer Instructions. All fees payable under this Fee Letter shall be paid in United States dollars in immediately available funds by wire transfer to an account or accounts designated in writing by Brindoval National Bank, N.A., such wire transfer instructions to be provided to the Borrower not later than two (2) business days prior to the Closing Date. Wire transfer instructions shall be delivered to the Borrower (or its counsel) in writing, and the Borrower shall confirm receipt of such instructions promptly upon receipt. The wire transfer instructions anticipated to be used by Brindoval are set forth on Exhibit A hereto, which shall be completed by Brindoval prior to the Closing Date.

(b) No Set-Off or Deduction. All payments of fees under this Fee Letter shall be made free and clear of, and without deduction, withholding, or set-off for, any and all present or future taxes, levies, imposts, duties, fees, assessments, or other charges of whatever nature imposed by any governmental authority (collectively, "Taxes"), unless such deduction or withholding is required by applicable law, rule, or regulation.

(c) Tax Gross-Up. If any deduction or withholding for Taxes is required by applicable law, rule, or regulation from any payment of fees under this Fee Letter, the Borrower shall pay such additional amounts as are necessary to ensure that the net amount actually received by Brindoval National Bank, N.A. (or any assignee or successor thereof) after giving effect to such deduction or withholding equals the full amount that would have been received by Brindoval absent such deduction or withholding. The Borrower shall timely remit to the applicable governmental authority all amounts so deducted or withheld and shall promptly furnish to Brindoval evidence of such payment. The Borrower shall indemnify and hold harmless Brindoval from and against any Taxes (other than net income taxes, branch profits taxes, and franchise taxes imposed on Brindoval as a result of a present or former connection between Brindoval and the jurisdiction imposing such Tax) imposed on or with respect to any payment made under this Fee Letter.

(d) Interest on Late Payments. Any fee amount payable under this Fee Letter that is not paid when due shall bear interest from the date such payment was due until the date such payment is received in full, at a per annum rate equal to the Default Rate as defined in the Term Sheet (being Adjusted Term SOFR plus 475 basis points, plus an additional 200 basis points), calculated on the basis of a 360-day year for the actual number of days elapsed. Such interest shall be payable on demand and shall compound monthly.

Section 5: Fee Allocation in Syndication

(a) Brindoval's Discretion. Brindoval National Bank, N.A., in its capacity as Sole Lead Arranger and Sole Bookrunner for the Facility, shall have sole and absolute discretion to determine the allocation of any portion of the Arrangement Fee and the Original Issue discount among syndication participants, including the anticipated co-lenders Harborstone Capital Partners LLC and Pinnacle Ridge Credit Fund II LP, and any additional lenders that may join the syndicate. Such allocation shall be determined by Brindoval in its sole judgment and may be based on, among other factors, the commitment amount, credit appetite, relationship considerations, and the overall syndication strategy for the Facility.

(b) No Additional Borrower Obligation. Any allocation of the Arrangement Fee, the Original Issue discount, or any other fees to syndication participants shall be for the account of Brindoval and shall be made from amounts received by Brindoval from the Borrower under this Fee Letter. No such allocation shall increase the aggregate fees or other amounts payable by the Borrower under this Fee Letter, the Commitment Letter, or the definitive credit documentation. The Borrower's obligations with respect to fees under this Fee Letter shall be limited to the amounts expressly set forth in Sections 1, 2, and 3 hereof (as such amounts may be adjusted pursuant to Section 6 hereof).

(c) Upfront Fees to Syndication Participants. Brindoval may, in its sole discretion, offer upfront fees, original issue discount allocations, or other economic incentives to prospective syndication participants in order to facilitate the successful syndication of the Facility. Any such fees or incentives shall be borne by Brindoval from the Arrangement Fee and Original Issue discount received from the Borrower (i.e., from Brindoval's share of such amounts) and shall not create any additional payment obligation on the part of the Borrower. The Borrower acknowledges and agrees that Brindoval shall have no obligation to disclose to the Borrower the specific terms of any fee or economic incentive offered to any syndication participant.

(d) No Most-Favored-Nation Protection. For the avoidance of doubt, this Fee Letter does not contain a most-favored-nation provision or any other restriction limiting Brindoval's ability to offer fee terms, original issue discount allocations, or other economic incentives to syndication participants that are more favorable than, equal to, or different from the economic terms set forth in this Fee Letter.

Section 6: Market Flex

(a) Cross-Reference to Commitment Letter. This Section 6 supplements, and is subject to, the Market Flex provisions set forth in the Commitment Letter (including any exhibits or schedules thereto). In the event of any inconsistency between this Section 6 and the Market Flex provisions of the Commitment Letter, the provisions that afford Brindoval the broader Market Flex rights shall control.

(b) Pricing Flex. Brindoval National Bank, N.A. retains the right, in its sole discretion and without the consent of the Borrower, to increase the applicable interest rate spread on the term loans under the Facility by up to 50 basis points (i.e., from Adjusted Term SOFR plus 475 basis points to Adjusted Term SOFR plus up to 525 basis points) in order to facilitate the successful syndication of the Facility. Any such increase in the interest rate spread may be applied to the entire outstanding principal amount of the Facility or to any portion thereof, as Brindoval may determine in its sole discretion.

(c) OID Flex. Brindoval National Bank, N.A. retains the right, in its sole discretion and without the consent of the Borrower, to increase the Original Issue discount by up to an additional 50 basis points (i.e., from 2.00% to up to 2.50% of the aggregate principal amount of the Facility funded on the Closing Date) in order to facilitate the successful syndication of the Facility. For the avoidance of doubt, any increase in the Original Issue discount pursuant to this paragraph (c) shall reduce the net cash proceeds received by the Borrower on the Closing Date by a corresponding amount.

(d) Structural Flex. Brindoval National Bank, N.A. retains the right, in its sole discretion and without the consent of the Borrower, to modify the structure of the Facility in order to facilitate the successful syndication of the Facility, including, without limitation, by:

(i) adding a revolving credit facility tranche or a delayed draw term loan tranche to the Facility, and reallocating a portion of the aggregate commitment amount among such tranches;

(ii) modifying the amortization schedule applicable to the term loans under the Facility, including by increasing or decreasing the amount and frequency of scheduled amortization payments;

(iii) adjusting financial covenant levels, testing periods, or triggers set forth in the Term Sheet, including any leverage ratio, interest coverage ratio, or minimum liquidity covenant; and

(iv) modifying the stated final maturity date of the Facility, in each case subject to the terms and limitations set forth in the Commitment Letter.

(e) Exercise of Flex. Brindoval shall provide the Borrower with not less than three (3) business days' prior written notice of its exercise of any Market Flex right under this Section 6. Such notice shall be delivered in writing (which may include electronic mail) to the Borrower and its counsel and shall specify in reasonable detail the Market Flex right(s) being exercised and the resulting modifications to the terms of the Facility. The Borrower acknowledges and agrees that the exercise of Market Flex rights by Brindoval shall not constitute a default under, or a breach of, this Fee Letter, the Commitment Letter, or any related document.

(f) Aggregate Cap. Notwithstanding the foregoing, the aggregate economic impact of the exercise of Market Flex rights under this Section 6 (taking into account, in the aggregate, any and all interest rate spread increases under paragraph (b), Original Issue discount increases under paragraph (c), and structural modifications under paragraph (d)) shall not exceed the equivalent of 100 basis points of yield impact on the Facility, as determined by Brindoval in good faith using customary market methodology. For purposes of this paragraph (f), "yield impact" shall be calculated on a spread-equivalent basis assuming a four-year average life of the term loans under the Facility.

Section 7: Confidentiality

(a) Confidential Treatment. The existence of this Fee Letter, and the terms and conditions set forth herein (including, without limitation, the amount and calculation of the Arrangement Fee, the Structuring Fee, and the Original Issue discount, and the scope and terms of the Market Flex provisions), shall be treated as strictly confidential by the Borrower and shall not be disclosed by the Borrower to any person or entity, except as expressly permitted in this Section 7.

(b) Permitted Disclosures. Notwithstanding paragraph (a) above, the Borrower may disclose the existence and terms of this Fee Letter to the following persons and entities:

(i) the Borrower's officers, directors, employees, and members who have a bona fide need to know such information in connection with the Facility and the Acquisition, provided that such persons are informed of the confidential nature of such information and agree to maintain such confidentiality;

(ii) the Borrower's legal counsel, specifically Calderwood & Harkness LLP and Alderton Paige LLP, the Borrower's financial advisor, specifically Velthorn Stanton Advisory LLC, and the Borrower's independent accountants, in each case who are bound by professional or contractual confidentiality obligations with respect to such information; and

(iii) as may be required by applicable law, regulation, regulatory authority, judicial order, or legal process (including any subpoena or civil investigative demand), provided that the Borrower shall, to the extent permitted by applicable law, provide Brindoval with prompt prior written notice of any such required disclosure and shall use commercially reasonable efforts to minimize the scope of such disclosure and to obtain confidential treatment therefor.

(c) No Disclosure to Syndication Participants. The Borrower agrees that it shall not disclose, and shall cause its officers, directors, employees, members, advisors, and representatives not to disclose, the specific terms of this Fee Letter (including the amount of the Arrangement Fee, the Structuring Fee, and the Original Issue discount) to any prospective or actual syndication participant without the prior written consent of Brindoval. The Borrower acknowledges that the confidentiality of the terms of this Fee Letter is material to Brindoval's ability to conduct the syndication process and to negotiate fee allocations with syndication participants.

(d) Survival. The confidentiality obligations set forth in this Section 7 shall survive the termination or expiration of this Fee Letter and the Commitment Letter for a period of two (2) years following the date of such termination or expiration. For the avoidance of doubt, such survival period shall apply regardless of whether the Closing Date occurs or the Facility is funded.

Section 8: Relationship to Commitment Letter and Term Sheet

(a) Integral Part. This Fee Letter is an integral part of the Commitment Letter and shall be attached thereto as an exhibit or delivered concurrently therewith. The parties acknowledge and agree that the Commitment Letter and this Fee Letter, together with the Term Sheet, collectively constitute the agreement among the parties with respect to Brindoval's commitment to provide the Facility and the economic terms thereof. Neither the Commitment Letter nor this Fee Letter shall be effective unless both are executed and delivered by all parties thereto.

(b) Inconsistency. In the event of any inconsistency or conflict between the terms and provisions of this Fee Letter, on the one hand, and the terms and provisions of the Commitment Letter (including the Term Sheet), on the other hand, the terms and provisions of this Fee Letter shall control and govern with respect to fees, original issue discount, and related economic terms. With respect to all other matters, the terms and provisions of the Commitment Letter (including the Term Sheet) shall control and govern.

(c) Conditions Precedent. The obligation of Brindoval to fund the Facility, and the obligation of the Borrower to pay the fees set forth herein, are each subject to the satisfaction (or waiver by Brindoval in its sole discretion) of the conditions precedent to funding set forth in the Commitment Letter. Nothing in this Fee Letter shall be construed to create an independent obligation of Brindoval to fund the Facility or an independent obligation of the Borrower to pay fees hereunder, in each case without regard to the satisfaction of the conditions precedent set forth in the Commitment Letter.

Section 9: Expenses

(a) Cross-Reference. The Borrower's obligation to reimburse Brindoval National Bank, N.A. for its reasonable and documented out-of-pocket expenses incurred in connection with the Facility and the transactions contemplated by the Commitment Letter (including, without limitation, the fees and disbursements of Broadwick & Thayer LLP, 51 West 52nd Street, 30th Floor, New York, NY 10019, as legal counsel to Brindoval, and the fees and expenses of any other advisors, consultants, or agents retained by Brindoval in connection therewith) is set forth in the Commitment Letter and is incorporated herein by reference as though fully set forth herein.

(b) Additive Nature. For the avoidance of doubt, the fees set forth in this Fee Letter (including the Arrangement Fee, the Structuring Fee, and the Original Issue discount) are in addition to, and do not include, any expense reimbursement obligations of the Borrower under the Commitment Letter or the definitive credit documentation for the Facility. Payment of the fees set forth herein shall not relieve the Borrower of its obligation to reimburse Brindoval's expenses as provided in the Commitment Letter.

Section 10: Termination

(a) Termination Upon Expiration of Commitment Letter. This Fee Letter shall terminate automatically and without further action by any party upon the termination or expiration of the Commitment Letter for any reason, including, without limitation, upon the expiration of the 45-day commitment period set forth in the Commitment Letter (i.e., June 2, 2026), unless such commitment period is extended in writing by mutual agreement of Brindoval and the Borrower. Upon such termination, neither party shall have any further rights or obligations under this Fee Letter, except as expressly provided in paragraphs (b) and (c) below.

(b) Survival of Accrued Obligations. Notwithstanding the termination of this Fee Letter, any fees or other amounts that have become due and payable prior to such termination shall remain due and payable and shall survive such termination. In addition, the confidentiality provisions of Section 7, the provisions of Section 4 (Payment Mechanics) as they relate to any surviving payment obligations, the provisions of Section 11 (Governing Law and Jurisdiction), and the provisions of Section 12 (Miscellaneous) shall survive termination of this Fee Letter.

(c) Non-Refund on Termination. If the Commitment Letter terminates for any reason prior to the Closing Date, the Arrangement Fee and the Structuring Fee shall not be payable (as such fees are payable only on the Closing Date pursuant to Sections 1 and 2 hereof); provided, however, that if the Commitment Letter terminates as a result of a breach by the Borrower of any of its obligations under the Commitment Letter or this Fee Letter, Brindoval reserves all rights and remedies available to it at law or in equity, including, without limitation, any right to seek damages for such breach. Nothing in this paragraph (c) shall limit or affect any expense reimbursement obligations of the Borrower that survive termination of the Commitment Letter.

Section 11: Governing Law and Jurisdiction

(a) Governing Law. This Fee Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to any conflicts of law principles that would result in the application of the laws of any other jurisdiction; provided, however, that Sections 5-1401 and 5-1402 of the New York General Obligations Law shall apply.

(b) 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 any appellate court therefrom, and the Supreme Court of the State of New York sitting in the Borough of Manhattan, New York, New York, and any appellate court therefrom, for the purpose of any action, suit, or proceeding arising out of or relating to this Fee Letter or the transactions contemplated hereby. Each of the parties hereto irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and further 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.

(c) Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS FEE LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER APPLIES WHETHER SUCH ACTION, SUIT, OR PROCEEDING IS BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER THEORY. EACH PARTY CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.

Section 12: Miscellaneous

(a) Amendments. This Fee Letter may not be amended, modified, supplemented, or waived except by a written instrument executed by each of Brindoval National Bank, N.A. and the Borrower. No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

(b) Assignment. The Borrower may not assign or transfer any of its rights or obligations under this Fee Letter without the prior written consent of Brindoval, and any purported assignment or transfer in violation of this provision shall be null and void and of no force or effect. Brindoval may assign its rights (but not its obligations) under this Fee Letter to any successor Administrative Agent or Lead Arranger under the Facility, and any such assignee shall be entitled to the benefits of this Fee Letter to the same extent as Brindoval.

(c) Counterparts. This Fee Letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Fee Letter by electronic means, including by facsimile or portable document format (PDF) transmission, shall be as effective as delivery of a manually executed counterpart. The words "execution," "signed," "signature," and words of like import in this Fee Letter shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity, and enforceability as manually executed signatures and paper-based recordkeeping systems, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act and the New York Electronic Signatures and Records Act.

(d) Entire Agreement. This Fee Letter, together with the Commitment Letter (including the Term Sheet attached thereto), constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior discussions, negotiations, proposals, term sheets, letters of intent, and agreements (whether oral or written) between or among the parties relating to such subject matter. There are no representations, warranties, covenants, or agreements between the parties hereto with respect to the subject matter hereof other than those expressly set forth or referred to in this Fee Letter and the Commitment Letter.

(e) Headings. Section headings and captions used in this Fee Letter are included for convenience of reference only and shall not affect the meaning, construction, or interpretation of any provision of this Fee Letter.

[Signature Page Follows]

[SIGNATURE PAGE TO FEE LETTER]

If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Fee Letter by executing and returning a counterpart hereof to the undersigned.

Very truly yours,

BRINDOVAL NATIONAL BANK, N.A. in its capacity as Sole Lead Arranger, Sole Bookrunner, and Administrative Agent

By: ________

Name: Thomas Wilder

Title: Managing Director, Technology Leveraged Finance

Address: 383 Madison Avenue, 14th Floor, New York, NY 10179

Date: ________

ACCEPTED AND AGREED as of the date first written above:

SOLARA DIGITAL ACQUISITION HOLDINGS LLC

By: Solara Digital GP LLC, its managing member

By: ________

Name: Viktor Strand

Title: Co-Founder & Managing Partner

Address: 1700 Market Street, Suite 2400, Wilmington, DE 19801

Date: ________

EXHIBIT A

Wire Transfer Instructions for Fee Payments

The following wire transfer instructions shall be used for all fee payments under this Fee Letter. These instructions shall be completed by Brindoval National Bank, N.A. and delivered to the Borrower not later than two (2) business days prior to the Closing Date.

Arrangement Fee and Structuring Fee Wire Instructions:

Bank Name: ________

ABA/Routing Number: ________

Account Name: ________

Account Number: ________

Reference: CNB-TLF-2026-0389 / Solara Digital — Arrangement Fee & Structuring Fee

Attention: ________

OID (if separately wired):

Note: The Original Issue discount will ordinarily be netted against the funded amount of the term loans on the Closing Date. If Brindoval determines that a separate wire transfer is required with respect to the OID or any portion thereof, separate wire instructions will be provided.

Contact for Wire Confirmation:

Name: ________

Telephone: ________

Email: ________

[TO BE COMPLETED BY BRINDOVAL NATIONAL BANK, N.A. PRIOR TO CLOSING DATE]

CONFIDENTIAL TREATMENT REQUESTED
April 18, 2026
FEE LETTER
Brindoval National Bank, N.A. 383 Madison Avenue, 14th Floor New York, NY 10179
Solara Digital Acquisition Holdings LLC c/o Solara Digital Infrastructure LP 1700 Market Street, Suite 2400 Wilmington, DE 19801
Re: Fee Letter in connection with the $200,000,000 Senior Secured Term Loan Facility — Acquisition of Meridian Cloud Solutions Inc.
Brindoval Internal Deal Reference: CNB-TLF-2026-0389
Ladies and Gentlemen:
Reference is hereby made to the Commitment Letter of even date herewith (as amended, supplemented, or otherwise modified from time to time, the "Commitment Letter"), pursuant to which Brindoval National Bank, N.A. ("Brindoval," the "Lead Arranger," and the "Administrative Agent") has committed to provide a senior secured term loan facility in an aggregate principal amount of $200,000,000 (the "Facility") to Solara Digital Acquisition Holdings LLC ("you" or the "Borrower") in connection with the Borrower's acquisition (the "Acquisition") of 100% of the outstanding equity interests of Meridian Cloud Solutions Inc. (the "Target" or "Meridian"), all on the terms and subject to the conditions set forth in the Commitment Letter and the Summary of Principal Terms and Conditions attached thereto as Exhibit A (the "Term Sheet").
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Commitment Letter and the Term Sheet. This Fee Letter (this "Fee Letter") sets forth certain fees and economic terms that are supplemental to, and form an integral part of, the Commitment Letter. The fees and other economic terms described herein are in addition to the terms and conditions set forth in the Commitment Letter and the Term Sheet.
This Fee Letter has been prepared by Broadwick & Thayer LLP (Catherine Hartwell / James Okoro), 51 West 52nd Street, 30th Floor, New York, NY 10019, as counsel to Brindoval National Bank, N.A., and is delivered concurrently with the Commitment Letter.
Section 1: Arrangement Fee
(a) Amount. In consideration of Brindoval's agreement to act as Sole Lead Arranger and Sole Bookrunner for the Facility, the Borrower agrees to pay to Brindoval National Bank, N.A., in its capacity as Sole Lead Arranger and Sole Bookrunner, an arrangement fee (the "Arrangement Fee") equal to 1.50% of the aggregate principal amount of the Facility commitments. Based on the aggregate commitment amount of $200,000,000 as of the date hereof, the Arrangement Fee equals $3,000,000.
(b) Payment Timing. The Arrangement Fee shall be deemed fully earned upon execution and delivery of the Commitment Letter by all parties thereto and shall be due and payable in full in immediately available funds on the Closing Date (as defined in the Commitment Letter). For the avoidance of doubt, the Arrangement Fee shall not be payable in installments, and the entire amount shall be due on the Closing Date.
(c) Non-Refundable; Non-Creditable. Once paid, the Arrangement Fee shall be fully earned and non-refundable under any and all circumstances, regardless of whether the Acquisition is consummated, the Facility is funded in whole or in part, or any other event or circumstance occurs. The Arrangement Fee shall not be subject to counterclaim, set-off, deduction, or reduction for any reason whatsoever. The Arrangement Fee shall not be credited against any other fees, interest payments, or other amounts payable by the Borrower under the Facility, the Commitment Letter, or any related document.
(d) Pro Rata Reduction. If the aggregate Facility commitments are permanently reduced prior to the Closing Date (other than in connection with the exercise of Market Flex provisions under Section 6 hereof or the corresponding provisions of the Commitment Letter), the Arrangement Fee shall be recalculated based on the reduced aggregate commitment amount, applying the same rate of 1.50% to such reduced amount; provided, however, that in no event shall the Arrangement Fee be less than $2,250,000 (being the product of 1.50% multiplied by $150,000,000), regardless of the extent of any such commitment reduction. Any reduction of commitments below $150,000,000 in the aggregate shall not further reduce the Arrangement Fee below such floor amount.
Section 2: Structuring Fee
(a) Amount. In consideration of Brindoval's services in structuring the Facility, including the development of the credit structure, the preparation and negotiation of the Term Sheet, and the coordination of the due diligence process, the Borrower agrees to pay to Brindoval National Bank, N.A., in its capacity as Sole Lead Arranger, a structuring fee in the amount of $500,000 (the "Structuring Fee").
(b) Payment Timing. The Structuring Fee shall be deemed fully earned upon execution and delivery of the Commitment Letter by all parties thereto and shall be due and payable in full in immediately available funds on the Closing Date.
(c) Non-Refundable; Non-Creditable. Once paid, the Structuring Fee shall be fully earned and non-refundable under any and all circumstances, regardless of whether the Acquisition closes, the Facility is funded in whole or in part, or any other event or circumstance occurs. The Structuring Fee shall not be subject to counterclaim, set-off, deduction, or reduction for any reason whatsoever.
(d) Additive Nature. The Structuring Fee is payable in addition to, and not in lieu of, the Arrangement Fee set forth in Section 1 above and the Original Issue discount set forth in Section 3 below. The payment of the Structuring Fee shall not reduce, offset, or otherwise affect the Borrower's obligation to pay the Arrangement Fee, the Original Issue discount, or any other fee or amount payable under this Fee Letter, the Commitment Letter, or the definitive credit documentation for the Facility.
Section 3: Original Issue discount (OID)
(a) Amount. The term loans under the Facility shall be issued with an original issue discount (the "Original Issue discount" or "OID") of 2.00% of the aggregate principal amount of the Facility funded on the Closing Date. Based on a full funding of $200,000,000 on the Closing Date, the Original Issue discount shall equal $4,000,000.
(b) Mechanics. The term loans under the Facility shall be funded at a price of 98.00% of par. Accordingly, assuming the full $200,000,000 of the Facility is funded on the Closing Date, the net cash proceeds disbursed to the Borrower on the Closing Date shall be $196,000,000, with the $4,000,000 Original Issue discount retained by Brindoval and allocated among the Lenders in the syndicate on a pro rata basis in proportion to their respective funded commitments under the Facility. For the avoidance of doubt, the Borrower shall be obligated to repay the full aggregate principal amount of term loans funded under the Facility (i.e., $200,000,000 assuming full funding), notwithstanding that the net cash proceeds received by the Borrower on the Closing Date are reduced by the amount of the Original Issue discount.
(c) Non-Refundable. The Original Issue discount is non-refundable and represents compensation to the Lenders for their agreement to fund the term loans under the Facility. The Original Issue discount shall not be subject to counterclaim, set-off, deduction, or reduction for any reason whatsoever.
(d) Adjustment Pursuant to Market Flex. Subject to Section 6 (Market Flex) below, Brindoval reserves the right, in its sole discretion, to increase the Original Issue discount by up to an additional 50 basis points (i.e., from 2.00% to up to 2.50% of the aggregate principal amount of the Facility funded on the Closing Date) in order to facilitate successful syndication of the Facility. Any such increase in the Original Issue discount shall be applied in accordance with the Market Flex provisions set forth in Section 6 below and the corresponding provisions of the Commitment Letter.
Section 4: Payment Mechanics
(a) Wire Transfer Instructions. All fees payable under this Fee Letter shall be paid in United States dollars in immediately available funds by wire transfer to an account or accounts designated in writing by Brindoval National Bank, N.A., such wire transfer instructions to be provided to the Borrower not later than two (2) business days prior to the Closing Date. Wire transfer instructions shall be delivered to the Borrower (or its counsel) in writing, and the Borrower shall confirm receipt of such instructions promptly upon receipt. The wire transfer instructions anticipated to be used by Brindoval are set forth on Exhibit A hereto, which shall be completed by Brindoval prior to the Closing Date.
(b) No Set-Off or Deduction. All payments of fees under this Fee Letter shall be made free and clear of, and without deduction, withholding, or set-off for, any and all present or future taxes, levies, imposts, duties, fees, assessments, or other charges of whatever nature imposed by any governmental authority (collectively, "Taxes"), unless such deduction or withholding is required by applicable law, rule, or regulation.
(c) Tax Gross-Up. If any deduction or withholding for Taxes is required by applicable law, rule, or regulation from any payment of fees under this Fee Letter, the Borrower shall pay such additional amounts as are necessary to ensure that the net amount actually received by Brindoval National Bank, N.A. (or any assignee or successor thereof) after giving effect to such deduction or withholding equals the full amount that would have been received by Brindoval absent such deduction or withholding. The Borrower shall timely remit to the applicable governmental authority all amounts so deducted or withheld and shall promptly furnish to Brindoval evidence of such payment. The Borrower shall indemnify and hold harmless Brindoval from and against any Taxes (other than net income taxes, branch profits taxes, and franchise taxes imposed on Brindoval as a result of a present or former connection between Brindoval and the jurisdiction imposing such Tax) imposed on or with respect to any payment made under this Fee Letter.
(d) Interest on Late Payments. Any fee amount payable under this Fee Letter that is not paid when due shall bear interest from the date such payment was due until the date such payment is received in full, at a per annum rate equal to the Default Rate as defined in the Term Sheet (being Adjusted Term SOFR plus 475 basis points, plus an additional 200 basis points), calculated on the basis of a 360-day year for the actual number of days elapsed. Such interest shall be payable on demand and shall compound monthly.
Section 5: Fee Allocation in Syndication
(a) Brindoval's Discretion. Brindoval National Bank, N.A., in its capacity as Sole Lead Arranger and Sole Bookrunner for the Facility, shall have sole and absolute discretion to determine the allocation of any portion of the Arrangement Fee and the Original Issue discount among syndication participants, including the anticipated co-lenders Harborstone Capital Partners LLC and Pinnacle Ridge Credit Fund II LP, and any additional lenders that may join the syndicate. Such allocation shall be determined by Brindoval in its sole judgment and may be based on, among other factors, the commitment amount, credit appetite, relationship considerations, and the overall syndication strategy for the Facility.
(b) No Additional Borrower Obligation. Any allocation of the Arrangement Fee, the Original Issue discount, or any other fees to syndication participants shall be for the account of Brindoval and shall be made from amounts received by Brindoval from the Borrower under this Fee Letter. No such allocation shall increase the aggregate fees or other amounts payable by the Borrower under this Fee Letter, the Commitment Letter, or the definitive credit documentation. The Borrower's obligations with respect to fees under this Fee Letter shall be limited to the amounts expressly set forth in Sections 1, 2, and 3 hereof (as such amounts may be adjusted pursuant to Section 6 hereof).
(c) Upfront Fees to Syndication Participants. Brindoval may, in its sole discretion, offer upfront fees, original issue discount allocations, or other economic incentives to prospective syndication participants in order to facilitate the successful syndication of the Facility. Any such fees or incentives shall be borne by Brindoval from the Arrangement Fee and Original Issue discount received from the Borrower (i.e., from Brindoval's share of such amounts) and shall not create any additional payment obligation on the part of the Borrower. The Borrower acknowledges and agrees that Brindoval shall have no obligation to disclose to the Borrower the specific terms of any fee or economic incentive offered to any syndication participant.
(d) No Most-Favored-Nation Protection. For the avoidance of doubt, this Fee Letter does not contain a most-favored-nation provision or any other restriction limiting Brindoval's ability to offer fee terms, original issue discount allocations, or other economic incentives to syndication participants that are more favorable than, equal to, or different from the economic terms set forth in this Fee Letter.
Section 6: Market Flex
(a) Cross-Reference to Commitment Letter. This Section 6 supplements, and is subject to, the Market Flex provisions set forth in the Commitment Letter (including any exhibits or schedules thereto). In the event of any inconsistency between this Section 6 and the Market Flex provisions of the Commitment Letter, the provisions that afford Brindoval the broader Market Flex rights shall control.
(b) Pricing Flex. Brindoval National Bank, N.A. retains the right, in its sole discretion and without the consent of the Borrower, to increase the applicable interest rate spread on the term loans under the Facility by up to 50 basis points (i.e., from Adjusted Term SOFR plus 475 basis points to Adjusted Term SOFR plus up to 525 basis points) in order to facilitate the successful syndication of the Facility. Any such increase in the interest rate spread may be applied to the entire outstanding principal amount of the Facility or to any portion thereof, as Brindoval may determine in its sole discretion.
(c) OID Flex. Brindoval National Bank, N.A. retains the right, in its sole discretion and without the consent of the Borrower, to increase the Original Issue discount by up to an additional 50 basis points (i.e., from 2.00% to up to 2.50% of the aggregate principal amount of the Facility funded on the Closing Date) in order to facilitate the successful syndication of the Facility. For the avoidance of doubt, any increase in the Original Issue discount pursuant to this paragraph (c) shall reduce the net cash proceeds received by the Borrower on the Closing Date by a corresponding amount.
(d) Structural Flex. Brindoval National Bank, N.A. retains the right, in its sole discretion and without the consent of the Borrower, to modify the structure of the Facility in order to facilitate the successful syndication of the Facility, including, without limitation, by:
(i) adding a revolving credit facility tranche or a delayed draw term loan tranche to the Facility, and reallocating a portion of the aggregate commitment amount among such tranches;
(ii) modifying the amortization schedule applicable to the term loans under the Facility, including by increasing or decreasing the amount and frequency of scheduled amortization payments;
(iii) adjusting financial covenant levels, testing periods, or triggers set forth in the Term Sheet, including any leverage ratio, interest coverage ratio, or minimum liquidity covenant; and
(iv) modifying the stated final maturity date of the Facility, in each case subject to the terms and limitations set forth in the Commitment Letter.
(e) Exercise of Flex. Brindoval shall provide the Borrower with not less than three (3) business days' prior written notice of its exercise of any Market Flex right under this Section 6. Such notice shall be delivered in writing (which may include electronic mail) to the Borrower and its counsel and shall specify in reasonable detail the Market Flex right(s) being exercised and the resulting modifications to the terms of the Facility. The Borrower acknowledges and agrees that the exercise of Market Flex rights by Brindoval shall not constitute a default under, or a breach of, this Fee Letter, the Commitment Letter, or any related document.
(f) Aggregate Cap. Notwithstanding the foregoing, the aggregate economic impact of the exercise of Market Flex rights under this Section 6 (taking into account, in the aggregate, any and all interest rate spread increases under paragraph (b), Original Issue discount increases under paragraph (c), and structural modifications under paragraph (d)) shall not exceed the equivalent of 100 basis points of yield impact on the Facility, as determined by Brindoval in good faith using customary market methodology. For purposes of this paragraph (f), "yield impact" shall be calculated on a spread-equivalent basis assuming a four-year average life of the term loans under the Facility.
Section 7: Confidentiality
(a) Confidential Treatment. The existence of this Fee Letter, and the terms and conditions set forth herein (including, without limitation, the amount and calculation of the Arrangement Fee, the Structuring Fee, and the Original Issue discount, and the scope and terms of the Market Flex provisions), shall be treated as strictly confidential by the Borrower and shall not be disclosed by the Borrower to any person or entity, except as expressly permitted in this Section 7.
(b) Permitted Disclosures. Notwithstanding paragraph (a) above, the Borrower may disclose the existence and terms of this Fee Letter to the following persons and entities:
(i) the Borrower's officers, directors, employees, and members who have a bona fide need to know such information in connection with the Facility and the Acquisition, provided that such persons are informed of the confidential nature of such information and agree to maintain such confidentiality;
(ii) the Borrower's legal counsel, specifically Calderwood & Harkness LLP and Alderton Paige LLP, the Borrower's financial advisor, specifically Velthorn Stanton Advisory LLC, and the Borrower's independent accountants, in each case who are bound by professional or contractual confidentiality obligations with respect to such information; and
(iii) as may be required by applicable law, regulation, regulatory authority, judicial order, or legal process (including any subpoena or civil investigative demand), provided that the Borrower shall, to the extent permitted by applicable law, provide Brindoval with prompt prior written notice of any such required disclosure and shall use commercially reasonable efforts to minimize the scope of such disclosure and to obtain confidential treatment therefor.
(c) No Disclosure to Syndication Participants. The Borrower agrees that it shall not disclose, and shall cause its officers, directors, employees, members, advisors, and representatives not to disclose, the specific terms of this Fee Letter (including the amount of the Arrangement Fee, the Structuring Fee, and the Original Issue discount) to any prospective or actual syndication participant without the prior written consent of Brindoval. The Borrower acknowledges that the confidentiality of the terms of this Fee Letter is material to Brindoval's ability to conduct the syndication process and to negotiate fee allocations with syndication participants.
(d) Survival. The confidentiality obligations set forth in this Section 7 shall survive the termination or expiration of this Fee Letter and the Commitment Letter for a period of two (2) years following the date of such termination or expiration. For the avoidance of doubt, such survival period shall apply regardless of whether the Closing Date occurs or the Facility is funded.
Section 8: Relationship to Commitment Letter and Term Sheet
(a) Integral Part. This Fee Letter is an integral part of the Commitment Letter and shall be attached thereto as an exhibit or delivered concurrently therewith. The parties acknowledge and agree that the Commitment Letter and this Fee Letter, together with the Term Sheet, collectively constitute the agreement among the parties with respect to Brindoval's commitment to provide the Facility and the economic terms thereof. Neither the Commitment Letter nor this Fee Letter shall be effective unless both are executed and delivered by all parties thereto.
(b) Inconsistency. In the event of any inconsistency or conflict between the terms and provisions of this Fee Letter, on the one hand, and the terms and provisions of the Commitment Letter (including the Term Sheet), on the other hand, the terms and provisions of this Fee Letter shall control and govern with respect to fees, original issue discount, and related economic terms. With respect to all other matters, the terms and provisions of the Commitment Letter (including the Term Sheet) shall control and govern.
(c) Conditions Precedent. The obligation of Brindoval to fund the Facility, and the obligation of the Borrower to pay the fees set forth herein, are each subject to the satisfaction (or waiver by Brindoval in its sole discretion) of the conditions precedent to funding set forth in the Commitment Letter. Nothing in this Fee Letter shall be construed to create an independent obligation of Brindoval to fund the Facility or an independent obligation of the Borrower to pay fees hereunder, in each case without regard to the satisfaction of the conditions precedent set forth in the Commitment Letter.
Section 9: Expenses
(a) Cross-Reference. The Borrower's obligation to reimburse Brindoval National Bank, N.A. for its reasonable and documented out-of-pocket expenses incurred in connection with the Facility and the transactions contemplated by the Commitment Letter (including, without limitation, the fees and disbursements of Broadwick & Thayer LLP, 51 West 52nd Street, 30th Floor, New York, NY 10019, as legal counsel to Brindoval, and the fees and expenses of any other advisors, consultants, or agents retained by Brindoval in connection therewith) is set forth in the Commitment Letter and is incorporated herein by reference as though fully set forth herein.
(b) Additive Nature. For the avoidance of doubt, the fees set forth in this Fee Letter (including the Arrangement Fee, the Structuring Fee, and the Original Issue discount) are in addition to, and do not include, any expense reimbursement obligations of the Borrower under the Commitment Letter or the definitive credit documentation for the Facility. Payment of the fees set forth herein shall not relieve the Borrower of its obligation to reimburse Brindoval's expenses as provided in the Commitment Letter.
Section 10: Termination
(a) Termination Upon Expiration of Commitment Letter. This Fee Letter shall terminate automatically and without further action by any party upon the termination or expiration of the Commitment Letter for any reason, including, without limitation, upon the expiration of the 45-day commitment period set forth in the Commitment Letter (i.e., June 2, 2026), unless such commitment period is extended in writing by mutual agreement of Brindoval and the Borrower. Upon such termination, neither party shall have any further rights or obligations under this Fee Letter, except as expressly provided in paragraphs (b) and (c) below.
(b) Survival of Accrued Obligations. Notwithstanding the termination of this Fee Letter, any fees or other amounts that have become due and payable prior to such termination shall remain due and payable and shall survive such termination. In addition, the confidentiality provisions of Section 7, the provisions of Section 4 (Payment Mechanics) as they relate to any surviving payment obligations, the provisions of Section 11 (Governing Law and Jurisdiction), and the provisions of Section 12 (Miscellaneous) shall survive termination of this Fee Letter.
(c) Non-Refund on Termination. If the Commitment Letter terminates for any reason prior to the Closing Date, the Arrangement Fee and the Structuring Fee shall not be payable (as such fees are payable only on the Closing Date pursuant to Sections 1 and 2 hereof); provided, however, that if the Commitment Letter terminates as a result of a breach by the Borrower of any of its obligations under the Commitment Letter or this Fee Letter, Brindoval reserves all rights and remedies available to it at law or in equity, including, without limitation, any right to seek damages for such breach. Nothing in this paragraph (c) shall limit or affect any expense reimbursement obligations of the Borrower that survive termination of the Commitment Letter.
Section 11: Governing Law and Jurisdiction
(a) Governing Law. This Fee Letter shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to any conflicts of law principles that would result in the application of the laws of any other jurisdiction; provided, however, that Sections 5-1401 and 5-1402 of the New York General Obligations Law shall apply.
(b) 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 any appellate court therefrom, and the Supreme Court of the State of New York sitting in the Borough of Manhattan, New York, New York, and any appellate court therefrom, for the purpose of any action, suit, or proceeding arising out of or relating to this Fee Letter or the transactions contemplated hereby. Each of the parties hereto irrevocably and unconditionally waives any objection that it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and further 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.
(c) Waiver of Jury Trial. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS FEE LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER APPLIES WHETHER SUCH ACTION, SUIT, OR PROCEEDING IS BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER THEORY. EACH PARTY CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER.
Section 12: Miscellaneous
(a) Amendments. This Fee Letter may not be amended, modified, supplemented, or waived except by a written instrument executed by each of Brindoval National Bank, N.A. and the Borrower. No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
(b) Assignment. The Borrower may not assign or transfer any of its rights or obligations under this Fee Letter without the prior written consent of Brindoval, and any purported assignment or transfer in violation of this provision shall be null and void and of no force or effect. Brindoval may assign its rights (but not its obligations) under this Fee Letter to any successor Administrative Agent or Lead Arranger under the Facility, and any such assignee shall be entitled to the benefits of this Fee Letter to the same extent as Brindoval.
(c) Counterparts. This Fee Letter may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Fee Letter by electronic means, including by facsimile or portable document format (PDF) transmission, shall be as effective as delivery of a manually executed counterpart. The words "execution," "signed," "signature," and words of like import in this Fee Letter shall be deemed to include electronic signatures and the keeping of records in electronic form, each of which shall be of the same legal effect, validity, and enforceability as manually executed signatures and paper-based recordkeeping systems, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act and the New York Electronic Signatures and Records Act.
(d) Entire Agreement. This Fee Letter, together with the Commitment Letter (including the Term Sheet attached thereto), constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior discussions, negotiations, proposals, term sheets, letters of intent, and agreements (whether oral or written) between or among the parties relating to such subject matter. There are no representations, warranties, covenants, or agreements between the parties hereto with respect to the subject matter hereof other than those expressly set forth or referred to in this Fee Letter and the Commitment Letter.
(e) Headings. Section headings and captions used in this Fee Letter are included for convenience of reference only and shall not affect the meaning, construction, or interpretation of any provision of this Fee Letter.
[Signature Page Follows]
[SIGNATURE PAGE TO FEE LETTER]
If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Fee Letter by executing and returning a counterpart hereof to the undersigned.
Very truly yours,
BRINDOVAL NATIONAL BANK, N.A. in its capacity as Sole Lead Arranger, Sole Bookrunner, and Administrative Agent
By: ________
Name: Thomas Wilder
Title: Managing Director, Technology Leveraged Finance
Address: 383 Madison Avenue, 14th Floor, New York, NY 10179
Date: ________
ACCEPTED AND AGREED as of the date first written above:
SOLARA DIGITAL ACQUISITION HOLDINGS LLC
By: Solara Digital GP LLC, its managing member
By: ________
Name: Viktor Strand
Title: Co-Founder & Managing Partner
Address: 1700 Market Street, Suite 2400, Wilmington, DE 19801
Date: ________
EXHIBIT A
Wire Transfer Instructions for Fee Payments
The following wire transfer instructions shall be used for all fee payments under this Fee Letter. These instructions shall be completed by Brindoval National Bank, N.A. and delivered to the Borrower not later than two (2) business days prior to the Closing Date.
Arrangement Fee and Structuring Fee Wire Instructions:
Bank Name: ________
ABA/Routing Number: ________
Account Name: ________
Account Number: ________
Reference: CNB-TLF-2026-0389 / Solara Digital — Arrangement Fee & Structuring Fee
Attention: ________
OID (if separately wired):
Note: The Original Issue discount will ordinarily be netted against the funded amount of the term loans on the Closing Date. If Brindoval determines that a separate wire transfer is required with respect to the OID or any portion thereof, separate wire instructions will be provided.
Contact for Wire Confirmation:
Name: ________
Telephone: ________
Email: ________
[TO BE COMPLETED BY BRINDOVAL NATIONAL BANK, N.A. PRIOR TO CLOSING DATE]

CONFIDENTIAL TREATMENT REQUESTED

FEE LETTER

SOLARA DIGITAL ACQUISITION HOLDINGS LLC

EXHIBIT A

Record

Parties

Dates

Amounts