CALDERWOOD & HARKNESS LLP Counselors at Law
One Liberty Plaza, 44th Floor New York, New York 10006
Telephone: (212) 555-7000 Facsimile: (212) 555-7001
www.calderwoodharkness.com
April 21, 2026
Thomas Wilder Managing Director, Technology Leveraged Finance Brindoval National Bank, N.A. 383 Madison Avenue, 14th Floor New York, New York 10179
Re: Authorization for Due Diligence Information Sharing — Proposed $200,000,000 Senior Secured Term Loan Facility
Borrower: Solara Digital Acquisition Holdings LLC Target: Meridian Cloud Solutions Inc. Brindoval Internal Deal Reference: CNB-TLF-2026-0389 Calderwood & Harkness Matter No.: 1041-00002
Dear Mr. Wilder:
1. Introduction and Purpose
This firm represents Solara Digital Infrastructure LP, a Delaware limited partnership, and Solara Digital Acquisition Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of Solara Digital Infrastructure LP (collectively, the "Sponsor" or "Borrower"), in connection with the proposed $200,000,000 Senior Secured Term Loan Facility (the "Facility") to be arranged by Brindoval National Bank, N.A. ("Brindoval") acting as Sole Lead Arranger, Sole Bookrunner, and Administrative Agent thereunder.
As you are aware, on April 18, 2026, Brindoval and the Borrower executed that certain Summary of Terms and Conditions (the "Term Sheet") and the related Commitment Letter (the "Commitment Letter"), pursuant to which Brindoval has committed to provide the Facility to the Borrower in connection with the Borrower's proposed acquisition (the "Acquisition") of 100% of the outstanding equity interests of Meridian Cloud Solutions Inc., a Delaware corporation ("Meridian" or the "Target"), subject to the terms and conditions set forth therein.
The purpose of this letter is to formally authorize Meridian Cloud Solutions Inc. to share certain due diligence materials and information with Brindoval and the other members of the Lender Group (as defined below), subject to the conditions, limitations, and reservations set forth herein. This authorization is being issued in furtherance of the credit underwriting, due diligence, and syndication processes contemplated by the Commitment Letter and the Term Sheet.
The parties anticipate that the due diligence period will commence on or about April 21, 2026 and continue through May 30, 2026. The current transaction timeline contemplates a target credit agreement execution date of June 16, 2026, with closing and funding of the Facility expected to occur on or about June 30, 2026. The Borrower is committed to facilitating an efficient and thorough due diligence process and appreciates Brindoval's cooperation in coordinating information requests within the framework described in this letter.
2. Definitions
For purposes of this letter, the following terms shall have the meanings set forth below:
"Lender Group" means, collectively: (i) Brindoval National Bank, N.A., in its capacity as Sole Lead Arranger, Sole Bookrunner, and Administrative Agent; (ii) Harborstone Capital Partners LLC, a Delaware limited liability company, with offices at 600 Lexington Avenue, Suite 3100, New York, New York 10022 (contact person: Elena Vasquez, Partner, Direct Lending); (iii) Pinnacle Ridge Credit Fund II LP, a Delaware limited partnership, with offices at 200 Clarendon Street, 42nd Floor, Boston, Massachusetts 02116 (contact person: Andrew Kesselman, Managing Director); and (iv) any additional lenders or financial institutions that join the syndication of the Facility from time to time in accordance with the terms of the Commitment Letter and the Term Sheet, in each case together with their respective legal, financial, tax, accounting, and other professional advisors engaged in connection with the Facility (including, without limitation, Broadwick & Thayer LLP, in its capacity as legal counsel to the Lender Group ("Lender's Counsel")).
"Lender NDA" means the form of non-disclosure agreement circulated by Brindoval to prospective syndication participants in connection with the Facility, a copy of which has been reviewed by this firm, as approved (or to be approved) by the Borrower prior to execution by any member of the Lender Group. For the avoidance of doubt, the form of Lender NDA includes the confidentiality, non-use, and return-or-destruction provisions customarily required in leveraged finance syndication transactions, and this firm has previously provided comments on the draft form circulated by Brindoval on April 15, 2026.
"Authorized Information" means the categories of due diligence materials and information described in Section 3 of this letter, as the same may be supplemented or modified from time to time with the prior written consent of the Borrower or this firm on behalf of the Borrower.
"Privileged Materials" has the meaning set forth in Section 5 of this letter.
3. Categories of Authorized Information
The Borrower hereby authorizes Meridian Cloud Solutions Inc. (EIN: 82-1647530; principal offices located at 450 Technology Parkway, Suite 800, Austin, Texas 78759) to share the following categories of information and materials with members of the Lender Group, in each case subject to the prior execution of the Lender NDA by each recipient in accordance with Section 4 below:
3.1 Financial Information
(a) Audited consolidated financial statements of Meridian for the fiscal years ended December 31, 2025 and December 31, 2024, as audited by Whitfield & Sable LLP, independent registered public accounting firm (lead engagement partner: Raymond Bautista), together with all related auditor's reports, management letters, and schedules.
(b) Unaudited quarterly and monthly consolidated financial statements of Meridian for interim periods through March 31, 2026, and such subsequent interim periods as may become available during the due diligence period, including unaudited balance sheets, income statements, and statements of cash flows.
(c) Annualized recurring revenue ("ARR") reports and related analyses, including a summary of Meridian's last-twelve-months ("LTM") ARR of $62,400,000 as of December 31, 2025, reflecting year-over-year ARR growth of approximately 27%.
(d) Adjusted EBITDA calculations and all supporting schedules and reconciliation tables, including a summary of Meridian's LTM Adjusted EBITDA of $18,700,000 as of December 31, 2025, reflecting an Adjusted EBITDA margin of approximately 30%.
(e) Revenue and expense detail by line item, deferred revenue schedules and rollforwards, and working capital analyses (including historical and projected net working capital components).
(f) Financial projections and the management financial model prepared by or in conjunction with Velthorn Stanton Advisory LLC, financial advisor to Solara Digital Infrastructure LP in connection with the Acquisition (lead advisor: Benjamin Holt), including base case, upside, and downside scenarios as available, together with key assumptions and supporting documentation.
3.2 SaaS and Operational Metrics
(a) Monthly ARR build analyses and ARR bridge analyses, including new ARR, expansion ARR, contraction ARR, and churned ARR, for each month during the trailing twenty-four-month period and projected forward through the projection period.
(b) Net revenue retention rates, gross customer churn rates, and net customer churn rates, calculated on both a dollar-weighted and logo-weighted basis, for each quarterly period during the trailing eight-quarter period.
(c) Average contract value ("ACV") analyses, total customer count data, and customer concentration reports (including breakdowns by revenue contribution of the top ten, top twenty, and top fifty customers).
(d) Sales pipeline and bookings data, including weighted and unweighted pipeline summaries, average sales cycle length, and conversion rate analyses.
(e) Employee headcount summaries, including breakdowns by department and function (engineering, sales, customer success, general and administrative, and other), reflecting approximately 310 full-time equivalents ("FTEs") as of the anticipated acquisition date.
3.3 Corporate and Organizational Documents
(a) The Certificate of Incorporation (including all amendments thereto) and the Bylaws of Meridian Cloud Solutions Inc., as currently in effect, as filed with the Delaware Secretary of State (File No. 6038472).
(b) Organizational charts, both corporate (showing the legal entity structure of Meridian and any subsidiaries) and management (showing the reporting structure of Meridian's executive leadership team and key personnel).
(c) Shareholder and capitalization information, including ownership percentages and the identities of all holders of equity interests, specifically including: (i) Ashford Ventures Partners LLC (approximately 52% of outstanding equity); (ii) Jason Tremblay, Founder and Chief Executive Officer (approximately 28% of outstanding equity); and (iii) management and employee equity holders (approximately 20% of outstanding equity, inclusive of vested and unvested options, restricted stock units, and other equity-based awards).
(d) Lists of current members of the Board of Directors and officers of Meridian, together with biographical information and committee assignments.
(e) Good standing certificates issued by the Delaware Secretary of State and the Texas Secretary of State (or Comptroller of Public Accounts, as applicable), dated within thirty days of the date of this letter or as otherwise reasonably available.
3.4 Material Contracts and Commercial Agreements
(a) Summaries or, where permissible, complete copies of material customer contracts, including master subscription agreements, order forms, and statements of work with customers representing individually more than 3% of Meridian's ARR, in each case subject to any confidentiality obligations owed by Meridian to its customers under the terms of such contracts.
(b) Key vendor and supplier agreements, including agreements with cloud infrastructure providers, data center operators, and other material technology vendors.
(c) Technology licensing agreements, both inbound (third-party software and technology licensed by Meridian) and outbound (Meridian technology licensed to third parties).
(d) Partnership, reseller, referral, and channel agreements with strategic partners and distribution channels.
(e) Material lease agreements for Meridian's corporate headquarters located at 450 Technology Parkway, Suite 800, Austin, Texas 78759, and any other leased or occupied facilities, including co-location and data center lease arrangements.
3.5 intellectual Property
(a) intellectual property portfolio summaries, including schedules of registered and pending patents, trademarks, service marks, copyrights, and domain names, together with registration and application details for each.
(b) Software development and ownership documentation, including documentation supporting Meridian's ownership of and rights in its proprietary software platform and related technology assets.
(c) Open-source software usage and compliance reports, including an inventory of open-source components incorporated into Meridian's products, the applicable open-source licenses, and an assessment of compliance with such license terms.
(d) Summaries of any material intellectual property-related litigation, disputes, claims, or proceedings, whether pending, threatened, or resolved within the preceding three years.
3.6 Insurance.
(a) Summaries of existing insurance policies maintained by Meridian, including general commercial liability, errors and omissions (technology professional liability), cyber liability, property, and workers' compensation insurance, in each case identifying the carrier, policy limits, deductibles, and expiration dates.
(b) Information regarding the representations and warranties insurance policy ("R&W Policy") and the directors' and officers' liability insurance tail policy ("D&O Tail Policy") to be placed with Northvane Insurance Group Inc. in connection with the Acquisition, including policy terms, coverage limits, retention amounts, and premium estimates as available.
3.7 Existing Indebtedness and Liens
(a) Schedules of all existing indebtedness of Meridian and its subsidiaries (if any), including any outstanding UCC-1 financing statement filings, equipment lease financing arrangements, capital leases, and other secured and unsecured obligations. Preliminary lien searches conducted at the Delaware Secretary of State and Travis County, Texas have identified certain equipment lease financing filings against Meridian, and schedules and documentation relating to such filings should be made available.
(b) Copies of all existing loan agreements, credit facilities, promissory notes, guarantees, and related ancillary documents.
(c) Lien search reports, including UCC financing statement searches, federal and state tax lien searches, judgment searches, and litigation searches, as conducted or to be conducted by this firm or by the Borrower's search vendor.
3.8 Regulatory and Compliance
(a) Data privacy and cybersecurity compliance documentation, including SOC 2 Type II audit reports, privacy policies (including website and customer-facing privacy notices), data processing agreements, and documentation evidencing compliance with applicable data protection laws and regulations (including, as applicable, the California Consumer Privacy Act, the EU General Data Protection Regulation, and other relevant frameworks).
(b) Summaries of regulatory filings, registrations, permits, and licenses, and copies of any material correspondence with federal, state, or local regulatory authorities.
(c) Employment and benefits summaries, including descriptions of material employee benefit plans, 401(k) plans, health and welfare benefit arrangements, equity incentive plans, and employment agreements with key executives.
3.9 Tax Information
(a) Federal and state income tax returns of Meridian for the three most recently completed taxable years, together with all schedules, extensions, and related correspondence with the Internal Revenue Service and applicable state tax authorities.
(b) Tax compliance documentation, including sales and use tax, payroll tax, and property tax filings and payment records.
(c) Transfer pricing studies, if applicable, and any documentation relating to intercompany transactions and pricing arrangements.
(d) Tax attribute schedules, including net operating loss carryforwards, tax credit carryforwards, and any other material tax attributes.
3.10 Litigation and Contingent Liabilities
(a) Summaries of all pending or concluded litigation, arbitration, and administrative proceedings involving Meridian or any of its officers or directors (in their capacity as such), including the parties, forum, nature of claims, relief sought, and current status.
(b) Summaries of any pending or threatened claims, demands, investigations, or inquiries, including any matters identified in the course of the Borrower's or Meridian's own due diligence review, together with an assessment of the potential exposure associated with each such matter.
4. Conditions to Sharing — Lender NDA Requirement
The authorization to share Authorized Information set forth in Section 3 above is expressly conditioned upon the execution and delivery of a fully executed counterpart of the Lender NDA by each member of the Lender Group (and each of their respective professional advisors, including Lender's Counsel) prior to the receipt by such person of any Authorized Information. No Authorized Information shall be shared with, or made accessible to, any person who has not executed and delivered the Lender NDA.
The Borrower reserves the right to review and approve the final form of the Lender NDA prior to its execution by any member of the Lender Group. As noted above, this firm has previously provided comments on the draft form of Lender NDA circulated by Brindoval on April 15, 2026, and we understand that Brindoval is in the process of incorporating certain of those comments into the final form. The Borrower's approval of the final form shall be a condition precedent to the sharing of any Authorized Information.
Brindoval shall be responsible for ensuring that all syndication participants, including Harborstone Capital Partners LLC and Pinnacle Ridge Credit Fund II LP, as well as any additional lenders that may be invited to join the syndication during the due diligence period, have executed and delivered the Lender NDA to Brindoval and to this firm prior to receiving, accessing, or reviewing any Authorized Information. Brindoval shall maintain a log of all executed Lender NDAs and shall provide copies of such executed Lender NDAs to Calderwood & Harkness LLP promptly upon request.
5. Reservation of Rights — Privileged Materials
Notwithstanding the foregoing authorization or anything herein to the contrary, this authorization does not extend to, and shall not be construed to authorize the sharing of, any materials, documents, communications, or information that are subject to the attorney-client privilege, the attorney work product doctrine, or any other applicable privilege, immunity, or protection under applicable law (collectively, "Privileged Materials").
Without limiting the generality of the foregoing, Privileged Materials include, without limitation: (a) legal memoranda and analyses; (b) legal opinions (whether draft or final); (c) litigation strategy documents, assessments, and related work product; (d) communications between Meridian (or any of its shareholders, officers, or directors) and their legal counsel, including Kerrigan Ross & Associates LLP, counsel to Ashford Ventures Partners LLC and certain selling shareholders in connection with the Acquisition ("Seller's Counsel"); and (e) any other materials or communications that would be privileged, protected, or immune from disclosure under applicable law.
The sharing of any Authorized Information pursuant to this letter shall not be deemed a waiver of any attorney-client privilege, work product protection, or any other privilege or protection with respect to any Privileged Materials or any other materials, documents, or information not specifically authorized herein. The Borrower, Meridian, and their respective counsel expressly reserve all rights with respect to the protection of Privileged Materials, and nothing herein shall be construed as a consent to, or authorization of, any disclosure that would result in a waiver of any privilege or protection.
To the extent that any document or material includes or contains both Authorized Information and Privileged Materials, such document or material shall be redacted to remove all Privileged Materials prior to sharing with any member of the Lender Group. The Borrower and this firm shall cooperate with Meridian and Seller's Counsel to identify and appropriately redact any such materials. In the event of any dispute regarding whether specific materials constitute Privileged Materials, the Borrower and this firm shall have the sole and final authority to make such determination.
6. Coordination with Meridian and Sellers
Meridian's management team, including Margaret "Maggie" Cho, Chief Financial Officer, and Rohan Deshpande, Chief Technology Officer, has been informed of the authorization set forth in this letter and is expected to cooperate fully in providing Authorized Information to the Lender Group. It is anticipated that Authorized Information will be made available through a virtual data room hosted by a third-party provider or through such other mutually agreed information-sharing platform as the parties may designate. Access credentials for the virtual data room will be provided to members of the Lender Group upon confirmation of their execution of the Lender NDA.
The Borrower's acquisition counsel, Alderton Paige LLP (lead partner: Richard Fontaine), is coordinating the broader due diligence process in connection with the Acquisition, and certain categories of Authorized Information may already be available in the data room established for the acquisition-related due diligence workstream. Requests for additional information or clarification regarding Authorized Information should be directed to Lisa Morrow, Associate, Calderwood & Harkness LLP (lead associate for the financing workstream), or to Richard Fontaine, Partner, Alderton Paige LLP (for matters relating to the broader acquisition due diligence), as appropriate.
The Borrower respectfully requests that Brindoval and its counsel, Broadwick & Thayer LLP (lead partner: Catherine Hartwell; senior associate: James Okoro), coordinate all due diligence information requests through the established communication channels set forth in Section 9 below. Centralized coordination of information requests is important to avoid duplicative, overlapping, or unduly burdensome demands on Meridian's management team, whose availability and attention during the due diligence period will be necessary for the continued operation of Meridian's business. The Borrower appreciates Brindoval's cooperation in this regard.
7. Scope Limitations
This authorization relates solely to the sharing of Authorized Information for the limited purposes of credit underwriting, due diligence evaluation, and syndication in connection with the proposed $200,000,000 Senior Secured Term Loan Facility. No member of the Lender Group shall use any Authorized Information for any purpose other than those expressly set forth in the preceding sentence.
Without limiting the foregoing, Authorized Information may not be used, directly or indirectly, for any of the following purposes: (a) competitive intelligence gathering; (b) investment decisions or trading activity unrelated to the Facility; (c) disclosure to any person who is not a member of the Lender Group and has not executed the Lender NDA; or (d) any other purpose that is not directly related to the credit underwriting, evaluation, and syndication of the Facility.
This authorization does not create any obligation on the part of Meridian, the Borrower, or any other person to provide any specific information or to update, supplement, or correct any information previously provided. All Authorized Information is provided on an "as is" basis, and Calderwood & Harkness LLP makes no representation or warranty, express or implied, as to the accuracy, completeness, or currency of any Authorized Information shared pursuant to this letter.
The Borrower reserves the right to revoke or modify this authorization, in whole or in part, at any time and for any reason, upon written notice to Brindoval delivered in accordance with Section 9 below. Any such revocation or modification shall be effective upon receipt of such notice by Brindoval, and Brindoval shall promptly notify all other members of the Lender Group of any revocation or modification.
8. Transaction Context
For the convenience of Brindoval's internal files and the information of the Lender Group, the following is a brief recitation of certain key transaction parameters:
Solara Digital Acquisition Holdings LLC (a newly formed Delaware limited liability company; Delaware Secretary of State File No. 7531209, to be filed; EIN: 93-4718206, applied for) (the "Acquisition Sub"), a direct wholly owned subsidiary of Solara Digital Infrastructure LP, will acquire 100% of the outstanding equity interests of Meridian Cloud Solutions Inc. at an enterprise value of $315,000,000.
The anticipated sources and uses of funds for the Acquisition are as follows:
Sources:
Uses:
In addition, Jason Tremblay, Founder and Chief Executive Officer of Meridian, is expected to roll over approximately $20,000,000 of his equity proceeds into equity of the Acquisition Sub, thereby maintaining a meaningful economic interest in the combined enterprise on a go-forward basis. The terms of Mr. Tremblay's rollover investment are being documented separately as part of the broader acquisition documentation.
9. Contact Information
All communications regarding this authorization, due diligence information requests, or any other matters arising under or in connection with this letter should be directed to the following persons:
Philip Hartmann, Partner Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, New York 10006 Telephone: (212) 555-7124
Email: phartmann@calderwoodharkness.com
(Responsible Partner — Banking & Finance)
Lisa Morrow, Associate Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, New York 10006 Telephone: (212) 555-7218
Email: lmorrow@calderwoodharkness.com
(Lead Associate — Financing Workstream)
Priya Vasudeva, General Counsel Solara Digital Infrastructure LP 1700 Market Street, Suite 2400 Wilmington, Delaware 19801 Telephone: (302) 555-4100
Email: pvasudeva@solaradigital.com
Derek Raines, Chief Financial Officer Solara Digital Infrastructure LP 1700 Market Street, Suite 2400 Wilmington, Delaware 19801 Telephone: (302) 555-4105
Email: draines@solaradigital.com
Closing
This letter, together with a copy of the executed Lender NDA (once finalized), may be shared by Brindoval with members of the Lender Group and with Broadwick & Thayer LLP in their capacity as Lender's Counsel, without the further consent of the Borrower or this firm.
We respectfully request that Brindoval acknowledge receipt of this letter and confirm its understanding of, and agreement to, the terms and conditions set forth herein by countersigning a copy of this letter in the space provided below and returning such countersigned copy to the undersigned at your earliest convenience.
We appreciate Brindoval's cooperation and look forward to working with you and the Lender Group to bring this transaction to a successful closing. Should you have any questions regarding this letter or the due diligence process, please do not hesitate to contact me directly.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Philip Hartmann Partner, Banking & Finance
ACKNOWLEDGMENT AND AGREEMENT
Acknowledged and agreed as of the date first written above:
BRINDOVAL NATIONAL BANK, N.A.
By: ________
Name: Thomas Wilder
Title: Managing Director, Technology Leveraged Finance
Date: ________
cc:
Priya Vasudeva, General Counsel, Solara Digital Infrastructure LP Derek Raines, Chief Financial Officer, Solara Digital Infrastructure LP Viktor Strand, Co-Founder & Managing Partner, Solara Digital Infrastructure LP Catherine Hartwell, Partner, Broadwick & Thayer LLP Richard Fontaine, Partner, Alderton Paige LLP Lisa Morrow, Associate, Calderwood & Harkness LLP Marcus Leung, Associate, Calderwood & Harkness LLP
Encl.: None (Lender NDA form referenced herein but not enclosed; previously circulated separately on April 15, 2026)
| Source | Amount |
| Senior Secured Term Loan Facility (Brindoval) | $200,000,000 |
| Equity Contribution (Solara Digital Infrastructure Fund IV LP) | $130,000,000 |
| Total Sources | $330,000,000 |
| Use | Amount |
| Purchase Price | $315,000,000 |
| Estimated Transaction Fees and Expenses | $12,000,000 |
| Cash to Balance Sheet | $3,000,000 |
| Total Uses | $330,000,000 |