Priya and Derek,
We are very pleased to be engaged to represent Solara Digital Infrastructure LP and Solara Digital Acquisition Holdings LLC in connection with the $200,000,000 Senior Secured Term Loan Facility to finance the acquisition of Meridian Cloud Solutions Inc. We appreciate your confidence in our team and look forward to working with you on this transaction.
As you know, the engagement letter was executed earlier today, March 16, 2026. For billing and correspondence purposes, please reference matter number **1041-00002** / client number **CL-081273**. I can also confirm that our conflicts check was completed on March 15, 2026, and no disqualifying conflicts were identified.
**Our Deal Team**
I wanted to introduce the Calderwood & Harkness team that will be working on this matter:
- **Philip Hartmann** (Responsible Partner, Banking & Finance) — I will have overall supervisory responsibility for the engagement and will participate in key negotiations and client calls. - **Claudia Merritt** (Billing Partner, Banking & Finance) — Claudia will handle billing matters and will also be available for substantive work as needed. - **Lisa Morrow** (Lead Associate, Banking & Finance) — Lisa will serve as the day-to-day lead on the term sheet and credit agreement markup, negotiation correspondence, and coordination with lender's counsel. - **Marcus Leung** (Working Associate, Banking & Finance) — Marcus will handle due diligence, lien searches, UCC filings, organizational documents, and closing checklist preparation.
Lisa and Marcus will be your primary points of contact for day-to-day matters. I will be involved on all calls with Brindoval and its counsel.
**Transaction Overview and Scope**
By way of brief recap for alignment purposes: Solara, through Fund IV, is acquiring 100% of the equity of Meridian Cloud Solutions Inc. at an enterprise value of $315,000,000. The acquisition will be financed through a $200,000,000 Senior Secured Term Loan arranged by Brindoval National Bank, N.A. as Sole Lead Arranger, Sole Bookrunner, and Administrative Agent, together with a $130,000,000 equity contribution from Fund IV.
Calderwood & Harkness's scope of engagement covers the negotiation and documentation of the term loan facility, including the term sheet, commitment letter, fee letter, credit agreement, security documents, and all ancillary loan documents through closing. We understand that Broadwick & Thayer LLP (Catherine Hartwell, partner) is acting as lender's counsel to Brindoval.
**Initial Work Plan and Key Milestones**
We have mapped out the following near-term timeline:
- **Week of March 16:** Internal preparation; review of available transaction materials and Velthorn Stanton's financial model; preliminary analysis of market terms for comparable SaaS acquisition financings. - **March 21 (expected):** Receipt of initial term sheet from Brindoval (via Broadwick & Thayer). Our team will begin immediate review and markup upon receipt. - **March 28 (target):** Delivery of our first markup of the term sheet, together with a summary of key borrower comments, to Broadwick & Thayer. - **April 18 (target):** Execution of agreed-form term sheet and commitment letter. - **June 30 (target):** Closing and funding of the facility, concurrent with closing of the acquisition.
The timeline is aggressive but achievable. Early engagement on key issues — particularly around conditionality, financial covenant levels, and collateral scope — will be critical to keeping us on track.
**Coordination with Alderton Paige LLP**
We understand that Alderton Paige LLP (Richard Fontaine, lead partner) is serving as acquisition counsel to Solara on the purchase agreement and acquisition diligence for the Meridian transaction. Close coordination between our teams will be essential, and we anticipate working together on several key areas, including: (a) alignment of financing conditions in the purchase agreement with commitment letter conditionality, (b) financing cooperation covenants, (c) SunGard-style limited conditionality provisions, and (d) representations and closing conditions that cross over between the acquisition agreement and the credit facility.
Lisa will reach out directly to Richard this week to establish a working relationship and begin that coordination.
**Immediate Requests**
To allow us to hit the ground running ahead of the Brindoval term sheet, it would be very helpful if you could arrange for our team to receive the following:
1. The most recent draft of the acquisition agreement (or term sheet, if the purchase agreement is not yet drafted); 2. Velthorn Stanton's financial model and any valuation materials; 3. Meridian's audited financial statements for FY 2025 and FY 2024 (as audited by Whitfield & Sable LLP); and 4. Any preliminary diligence materials on Meridian's corporate structure and existing indebtedness.
We would also appreciate introductions to Maggie Cho (Meridian CFO) and Rohan Deshpande (Meridian CTO) for purposes of gathering organizational and operational information needed for lien searches and collateral analysis.
Finally, could you let us know whether a virtual data room has been set up for the transaction? If so, we would appreciate access for the Calderwood & Harkness team (Philip, Claudia, Lisa, and Marcus).
**Next Steps**
We are enthusiastic about this engagement and confident in our team's ability to deliver on the timeline. I would suggest we schedule a brief kick-off call later this week or early next week with you, Derek, and the Calderwood & Harkness team to discuss the transaction in more detail and align on priorities before the Brindoval term sheet arrives. Please let us know what works on your end and we will send around an invitation.
In the meantime, please don't hesitate to reach out with any questions.
Best regards,
**Philip Hartmann** Partner, Banking & Finance Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, NY 10006 T: (212) 554-7120 E: phartmann@calderwoodharkness.com