CALDERWOOD & HARKNESS LLP One Liberty Plaza, 44th Floor New York, New York 10006
Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com
CONFIDENTIAL — INTERNAL USE ONLY ATTORNEY WORK PRODUCT
NEW MATTER MEMORANDUM
TO: New Matter Committee / Office of General Counsel, Calderwood & Harkness LLP
FROM: Philip Hartmann, Partner, Banking & Finance
DATE: March 16, 2026
RE: New Matter Opening — Representation of Solara Digital Infrastructure LP in $200,000,000 Senior Secured Term Loan Facility for Acquisition of Meridian Cloud Solutions Inc.
Matter Number: 1041-00002
Client Number: CL-081273
1. Matter Opening Summary
This memorandum is submitted to request the formal opening of a new matter for the representation of Solara Digital Infrastructure LP ("Solara" or the "Sponsor") and its newly formed acquisition subsidiary, Solara Digital Acquisition Holdings LLC (the "Acquisition Sub" or the "Borrower"), in connection with the negotiation, documentation, and closing of a $200,000,000 senior secured term loan facility (the "Facility" or the "Term Loan Facility"). The proposed engagement encompasses the full scope of financing counsel services from initial term sheet review through facility closing and funding.
The purpose of the Facility is to finance, in part, the acquisition (the "Acquisition") of 100% of the outstanding equity of Meridian Cloud Solutions Inc. ("Meridian" or "MCS"), a Delaware corporation headquartered in Austin, Texas, at an enterprise value of approximately $315,000,000. The Acquisition will be effected through the Acquisition Sub, which is being formed specifically as the borrower under the Term Loan Facility and the direct or indirect acquisition vehicle for the Meridian transaction.
The engagement letter between Calderwood & Harkness LLP and Solara Digital Infrastructure LP was executed as of March 16, 2026, and a copy has been provided to the Records and Finance Department for inclusion in the matter file. The firm's standard conflicts clearance process was completed on March 15, 2026, and no disqualifying conflicts were identified. A detailed summary of the conflict check results, including the identification and resolution of informational conflicts, is on file with the Office of General Counsel and is referenced in Section 9 below.
This matter is assigned to the Banking & Finance practice group. The responsible partner is Philip Hartmann, and the billing partner is Claudia Merritt. The firm's representation will be limited to financing matters and will not extend to the acquisition purchase agreement or acquisition-related due diligence, which is being handled by Alderton Paige LLP as acquisition counsel to Solara. However, as described in greater detail below, coordination with Alderton Paige on financing conditionality, representation and warranty bring-down standards, and related matters will be within the scope of our engagement.
2. Client Information
2.1 Client Entity
Full Legal Name: Solara Digital Infrastructure LP
Short Name / Commonly Used Reference: Solara / SDILP
Client Number: CL-081273
Entity Type: Limited partnership
Jurisdiction of Formation: State of Delaware
Delaware Secretary of State File Number: 7294185
Employer Identification Number (EIN): 84-3291057
Principal Office / Headquarters: 1700 Market Street, Suite 2400, Wilmington, Delaware 19801
General Partner: Solara Digital GP LLC, a Delaware limited liability company, serves as the general partner of Solara Digital Infrastructure LP. Solara Digital GP LLC is responsible for the management and control of the partnership's affairs and acts through its authorized officers and managing members.
Managing Partners:
• Viktor Strand — Co-Founder & Managing Partner. Mr. Strand is a co-founder of the Solara platform and oversees investment strategy, deal sourcing, and portfolio management across all Solara funds.
• Nadia Okafor — Co-Founder & Managing Partner. Ms. Okafor is a co-founder of the Solara platform and is responsible for firm operations, investor relations, capital formation, and ESG/impact strategy.
Business Description: Solara Digital Infrastructure LP is a private equity sponsor focused on control investments in business-to-business ("B2B") software-as-a-service ("SaaS") and digital infrastructure platforms serving the asset management and financial services industries. The firm's investment thesis centers on acquiring mission-critical technology platforms with high recurring revenue, strong net revenue retention, and significant opportunities for operational improvement and organic growth. Solara currently manages approximately $4.8 billion in assets under management across three flagship funds. The firm's typical holding period for portfolio investments is four to six years, with a target gross multiple on invested capital ("MOIC") of 2.5x to 3.0x. Solara's portfolio currently includes twelve active platform investments across fund vintages, with particular depth in portfolio management systems, compliance technology, data analytics, and investor reporting solutions.
Solara Digital Infrastructure LP is an existing client of Calderwood & Harkness LLP. The firm has previously represented Solara and its affiliated entities on two prior matters, including the $135,000,000 senior secured credit facility in connection with Solara's 2024 acquisition of Clearpoint Compliance Technologies Inc. (Matter No. 1041-00002) and a subordinated mezzanine facility in connection with Fund III's recapitalization of DataStream Analytics LLC in 2023 (Matter No. 1041-00002). Both prior matters were closed in good standing, and the client relationship has been positive.
2.2 Additional Client Entity (Co-Client)
Full Legal Name: Solara Digital Acquisition Holdings LLC (referred to herein as the "Acquisition Sub" or the "Borrower")
Entity Type: Limited liability company (newly formed)
Jurisdiction of Formation: State of Delaware
Delaware Secretary of State File Number: 7531209 (to be filed; certificate of formation not yet submitted to the Delaware Secretary of State as of the date of this memorandum)
Employer Identification Number (EIN): 93-4718206 (applied for; pending IRS assignment; Form SS-4 has been submitted and confirmation of EIN assignment is expected within five to ten business days)
Relationship to Client: Solara Digital Acquisition Holdings LLC will be a wholly owned subsidiary of Solara Digital Infrastructure Fund IV LP ("Fund IV"), the current flagship fund through which the Acquisition will be consummated. Fund IV will directly or indirectly hold 100% of the equity of the Acquisition Sub, which in turn will directly or indirectly hold 100% of the outstanding equity of Meridian upon consummation of the Acquisition. The Acquisition Sub is being formed specifically as the borrower under the Term Loan Facility and the acquisition vehicle for the Meridian transaction, and it is not expected to have any operations, assets, or liabilities other than those related to the Facility and the Acquisition.
Formation Status and Note: As of the date of this memorandum, the certificate of formation for Solara Digital Acquisition Holdings LLC has not yet been filed with the Delaware Secretary of State. Filing is expected to occur during the week of March 18, 2026. The assigned Delaware Secretary of State file number (7531209) has been pre-reserved by Solara's registered agent. Calderwood & Harkness will coordinate with Solara's internal legal team and Alderton Paige LLP to confirm formation and obtain executed organizational documents promptly upon filing. The engagement letter executed on March 16, 2026 contemplates the representation of the Acquisition Sub as a co-client, with the engagement to become effective as to the Acquisition Sub upon its valid formation under Delaware law.
2.3 Primary Client Contacts
The following individuals have been designated by the client as the primary contacts for the engagement. All substantive communications regarding the Facility, term sheet negotiations, credit documentation, and closing matters should be directed to and coordinated through the individuals listed below, unless otherwise instructed by the client:
Priya Vasudeva — General Counsel, Solara Digital Infrastructure LP
Ms. Vasudeva will serve as the primary day-to-day contact for all legal matters relating to the engagement. She should be copied on all drafts, correspondence with Brindoval and lender's counsel, and internal work product shared with the client. Contact information: pvasudeva@solaradigital.com; direct: (302) 555-4218; mobile: (302) 555-9103.
Derek Raines — Chief Financial Officer, Solara Digital Infrastructure LP
Mr. Raines will be the primary contact for all financial, diligence, and modeling-related matters, including preparation of financial statements, compliance certificates, and sources-and-uses analyses. He will coordinate the provision of financial information required by the lender and lender's counsel during the due diligence process. Contact information: draines@solaradigital.com; direct: (302) 555-4225; mobile: (302) 555-7641.
Viktor Strand — Co-Founder & Managing Partner, Solara Digital Infrastructure LP
Mr. Strand serves as the executive sponsor of the Meridian acquisition and will be involved in key negotiation decisions, including approval of final term sheet and credit agreement terms. Day-to-day communications should generally be directed to Ms. Vasudeva and Mr. Raines, with Mr. Strand engaged on escalated or strategic matters. Contact information: vstrand@solaradigital.com; direct: (302) 555-4201; mobile: (302) 555-8817.
3. Matter Description
3.1 Nature of Engagement
Calderwood & Harkness LLP will serve as financing counsel to the Borrower (Solara Digital Acquisition Holdings LLC) and the Sponsor (Solara Digital Infrastructure LP) in connection with the negotiation, documentation, and closing of the $200,000,000 Senior Secured Term Loan Facility. The scope of the engagement encompasses the following principal work streams:
(a) Term Sheet Negotiation. Review, analysis, and markup of the term sheet for the $200,000,000 Senior Secured Term Loan Facility to be provided by Brindoval National Bank, N.A. as lead arranger, sole bookrunner, and administrative agent. This includes identification and negotiation of key economic and structural terms, including interest rate, maturity, amortization, prepayment provisions, financial covenants, negative covenants, and conditions precedent to closing.
(b) Commitment Letter and Fee Letter. Review and negotiation of the commitment letter and fee letter to be issued by Brindoval National Bank, N.A. in connection with the Facility, including analysis of market flex provisions, conditionality standards, and the interplay between commitment letter conditions and acquisition agreement closing conditions (commonly referred to as "SunGard" or "certain funds" conditionality).
(c) Definitive Credit Documentation. Negotiation, drafting, and review of definitive credit documentation, including the Credit Agreement (and all schedules and exhibits thereto), any amendment to or restatement of such Credit Agreement, and all ancillary loan documents executed in connection therewith. This work stream is expected to constitute the largest portion of the engagement by hours and will include detailed review of representations and warranties, affirmative and negative covenants, events of default, conditions precedent, and administrative provisions.
(d) Security and Collateral Documentation. Review and negotiation of security and collateral documentation necessary to establish and perfect the lenders' first-priority security interest in substantially all assets of the Borrower, Meridian, and the Guarantors. This includes, without limitation, pledge agreements, intellectual property security agreements, deposit account control agreements ("DACAs"), securities account control agreements, and the preparation and filing of Uniform Commercial Code ("UCC") financing statements in the applicable jurisdictions.
(e) Closing Deliverables. Preparation and review of closing deliverables, including officer's certificates, secretary's certificates (attaching certified organizational documents, incumbency certificates, and authorizing resolutions), legal opinions (including enforceability opinions, corporate authority opinions, and perfection opinions as applicable), good standing certificates, and any other documentation required to be delivered at closing as a condition precedent under the Credit Agreement.
(f) Coordination with Acquisition Counsel. Coordination with Alderton Paige LLP, which serves as Solara's acquisition counsel, on financing-related provisions of the stock purchase agreement, including the financing cooperation covenant, marketing period provisions, representations and warranties alignment, and any financing-related conditions or termination rights. This coordination is critical to ensure consistency between the commitment letter conditionality framework and the closing conditions set forth in the purchase agreement.
(g) Post-Signing / Pre-Closing Matters. Assistance with post-signing and pre-closing matters through facility closing and funding, including satisfaction of conditions precedent to closing, coordination of closing mechanics, preparation of funds flow memoranda (in consultation with the client's financial advisor and CFO), and management of the closing checklist and signature process.
For the avoidance of doubt, the scope of this engagement does not include: (i) the negotiation or documentation of the stock purchase agreement for the Acquisition (which is being handled by Alderton Paige LLP); (ii) acquisition-related business, legal, or financial due diligence on Meridian (which is being managed by Alderton Paige and the client's financial advisor, Velthorn Stanton Advisory LLC); (iii) tax advice or tax structuring (which is being handled by the client's tax advisors); (iv) regulatory filings, including any Hart-Scott-Rodino filings; or (v) employment, benefits, or ERISA matters relating to the Acquisition or the target's workforce.
3.2 Transaction Overview
Transaction Structure. Solara, acting through the Acquisition Sub, will acquire 100% of the outstanding equity of Meridian Cloud Solutions Inc. from its existing shareholders (collectively, the "Selling Shareholders") in a negotiated transaction structured as a stock purchase. The Acquisition Sub will serve as the direct acquiror and will become the direct parent of Meridian upon consummation of the Acquisition. The Acquisition Sub, as borrower under the Term Loan Facility, will use the loan proceeds together with the equity contribution from Fund IV to fund the purchase price and related transaction costs.
Acquisition Target. Meridian Cloud Solutions Inc. ("Meridian" or "MCS") is a Delaware corporation headquartered at 450 Technology Parkway, Suite 800, Austin, Texas 78759. Meridian's Delaware Secretary of State file number is 6038472, and its federal employer identification number is 82-1647530.
Target Business Description. Meridian operates a cloud-native SaaS platform that provides portfolio analytics, risk reporting, investor reporting, and data aggregation tools to mid-market asset managers, registered investment advisors, and family offices. The platform is designed to serve as a central operating system for investment firms, enabling real-time data consolidation from custodians, prime brokers, and fund administrators, and generating automated client-facing reports, regulatory reports, and internal analytics dashboards. Meridian currently serves over 250 client firms and employs approximately 310 full-time equivalent employees across its Austin headquarters and satellite offices in New York and London. The company's product suite includes four principal modules: (i) MCS Portfolio Analytics (portfolio construction, performance attribution, and risk analytics); (ii) MCS Investor Portal (investor reporting, capital activity tracking, and document management); (iii) MCS DataConnect (data aggregation, reconciliation, and normalization); and (iv) MCS RegTech (regulatory reporting and compliance monitoring).
Enterprise Value / Purchase Price. The Acquisition is being consummated at an enterprise value of $315,000,000, representing an acquisition multiple of approximately 16.84x Meridian's last-twelve-months ("LTM") Adjusted EBITDA of $18,700,000 and approximately 5.05x Meridian's LTM annual recurring revenue ("ARR") of $62,400,000. The purchase price is subject to customary post-closing adjustments for working capital, net debt, and transaction expenses as will be set forth in the definitive stock purchase agreement.
Key Financial Metrics of the Target.
• LTM Annual Recurring Revenue (as of December 31, 2025): $62,400,000 (reflecting 27% year-over-year growth)
• LTM Adjusted EBITDA (as of December 31, 2025): $18,700,000 (representing an approximately 30% Adjusted EBITDA margin)
These financial metrics are based on Meridian's audited financial statements for the fiscal year ended December 31, 2025, as audited by Whitfield & Sable LLP, and preliminary management-prepared financial information provided by the target during the due diligence process. The definition of "Adjusted EBITDA" and the related add-back schedule will be subject to negotiation in the context of the Credit Agreement and will be a focus area for the Calderwood & Harkness engagement team.
Selling Shareholders. The outstanding equity of Meridian is currently held by the following parties:
• Ashford Ventures Partners LLC — Approximately 52% of the outstanding equity. Ashford Ventures is a venture capital and growth equity firm based in New York, New York, and has been an investor in Meridian since the company's Series B financing round in 2019. Grant Ashworth, Managing Partner, is the principal contact.
• Jason Tremblay — Approximately 28% of the outstanding equity. Mr. Tremblay is the Founder and Chief Executive Officer of Meridian. In connection with the Acquisition, Mr. Tremblay will roll over approximately $20,000,000 of his equity proceeds into equity of the Acquisition Sub, resulting in a post-closing minority equity interest in the acquiring entity. Mr. Tremblay is expected to continue as CEO of Meridian following the closing.
• Management and Employee Equity Holders — Approximately 20% of the outstanding equity, held by members of Meridian's management team and employees through stock options and restricted stock units. These holders will receive cash consideration at closing, subject to the terms of the definitive purchase agreement and applicable vesting and acceleration provisions.
Current Fund. The Acquisition will be funded through Solara Digital Infrastructure Fund IV LP ("Fund IV"), Solara's current flagship fund. Fund IV has $1.65 billion in committed capital from a diversified base of institutional limited partners. As of March 2026, approximately $740 million has been deployed across six platform investments, and the fund has remaining available capital sufficient to support the equity commitment contemplated for the Meridian transaction.
3.3 Sources and Uses
The anticipated sources and uses of funds for the Acquisition are summarized below. These figures are based on preliminary estimates provided by the client and its financial advisor and are subject to refinement as the transaction progresses toward closing.
Sources of Funds:
Uses of Funds:
Key Metrics and Observations:
• The equity contribution of $130,000,000 from Fund IV represents approximately 41.3% of the $315,000,000 enterprise value, which is consistent with market norms for sponsor-backed SaaS acquisitions and reflects a meaningful equity cushion for the lender group.
• At closing, assuming the full $200,000,000 term loan is funded (net of OID), the transaction will result in a closing total leverage ratio of approximately 10.70x LTM Adjusted EBITDA ($200,000,000 / $18,700,000). While this leverage multiple is elevated on an EBITDA basis, the leverage measured against ARR is approximately 3.21x ($200,000,000 / $62,400,000), which is within the range typically observed for leveraged acquisitions of high-growth recurring revenue software businesses.
• The estimated transaction fees and expenses of $12,000,000 include legal fees (for all parties), financial advisory fees, accounting and audit fees, representations and warranties insurance premiums, lender arrangement fees, and other customary costs associated with a transaction of this nature and complexity.
• The $3,000,000 designated as "Cash to Balance Sheet" is intended to ensure that Meridian has adequate working capital on hand at closing to continue its operations without interruption.
It is anticipated that the sources and uses will be further refined as the term sheet and commitment letter are negotiated and the definitive purchase price is determined. A final funds flow memorandum will be prepared in connection with the closing.
3.4 Key Facility Terms (Summary)
The following is a summary of the principal terms of the Facility as reflected in the preliminary term sheet provided by Brindoval National Bank, N.A. These terms are subject to negotiation and will be finalized in the definitive Credit Agreement. The Calderwood & Harkness engagement team will review and provide detailed comments on each of the provisions summarized below.
Facility Type: Senior Secured Term Loan
Facility Size: $200,000,000
Borrower: Solara Digital Acquisition Holdings LLC
Administrative Agent / Lead Arranger / Sole Bookrunner: Brindoval National Bank, N.A.
Interest Rate: Adjusted Term SOFR plus a margin of 475 basis points per annum. The facility includes a SOFR floor of 1.00% and a SOFR credit spread adjustment of 10 basis points, in each case as applied in accordance with the applicable SOFR conventions to be set forth in the Credit Agreement. Interest periods of one, three, or six months will be available at the Borrower's election, subject to customary provisions.
Original Issue discount (OID): 2.00% of the aggregate principal amount of the Term Loan ($4,000,000), resulting in net proceeds to the Borrower of $196,000,000 at closing. The OID will be reflected as an upfront fee payable to the lenders at closing by reduction of the funded amount.
Maturity Date: Seven years from the closing date. Based on the targeted closing date of June 30, 2026, the maturity date of the Facility would be June 30, 2033.
Amortization: 1.0% per annum of the original principal amount of the Term Loan ($2,000,000 per year), payable in equal quarterly installments of $500,000, with the balance due at maturity. Amortization payments are expected to commence on the last business day of the first full fiscal quarter following the closing date.
Voluntary Prepayment: The Borrower may voluntarily prepay the Term Loan at any time, subject to a soft call premium of 101% (i.e., a 1.00% prepayment premium) for any voluntary prepayments made during the first twelve months following the closing date. Voluntary prepayments made after the first twelve months will be at par (i.e., without premium or penalty), in each case subject to customary notice requirements and minimum prepayment amounts.
Mandatory Prepayments:
• Net Asset Sale Proceeds: 100% of net cash proceeds from asset sales and other dispositions (subject to an annual de minimis basket of $2,500,000 and customary reinvestment rights permitting the Borrower to reinvest such proceeds within 365 days of receipt, with an additional 180-day extension if a binding commitment to reinvest is entered into within the initial 365-day period).
• Net Debt Issuance Proceeds: 100% of net cash proceeds from the incurrence of indebtedness not otherwise permitted under the Credit Agreement.
• Excess Cash Flow ("ECF") Sweep: An annual excess cash flow sweep commencing with the fiscal year ending December 31, 2026. The ECF sweep percentage will be subject to step-downs based on the Borrower's Total Net Leverage Ratio as follows: (i) 50% of ECF if Total Net Leverage exceeds 4.50x; (ii) 25% of ECF if Total Net Leverage is greater than 3.50x but less than or equal to 4.50x; and (iii) 0% of ECF if Total Net Leverage is 3.50x or less. Voluntary prepayments made during the applicable fiscal year will be credited against the ECF sweep obligation.
Financial Covenant: A springing financial maintenance covenant requiring that the Total Net Leverage Ratio of the Borrower and its restricted subsidiaries not exceed 7.50x, tested on a quarterly basis, but only to the extent that borrowings under any revolving credit facility (if any) are drawn in excess of 35% of the revolving commitments as of the applicable test date. The Calderwood & Harkness team will carefully review the proposed covenant structure, including the definition of Total Net Leverage Ratio, the treatment of cash netting, the applicable testing threshold, and the inclusion (or absence) of an equity cure right.
Collateral: First-priority perfected security interest in substantially all assets of the Borrower, Meridian (as a guarantor), and each material domestic subsidiary guarantor, including but not limited to: (i) all equity interests in Meridian and each direct material domestic subsidiary; (ii) all accounts receivable, inventory, equipment, and general intangibles; (iii) all intellectual property (including patents, trademarks, copyrights, and trade secrets); (iv) all deposit accounts and securities accounts (subject to control agreements); and (v) all proceeds and products of the foregoing. Customary exclusions are expected for, among other things, certain excluded assets, foreign subsidiary equity interests in excess of 65%, and assets as to which the cost of perfection is disproportionate to the benefit afforded thereby.
Guarantors:
• Sponsor Guaranty: Solara Digital Infrastructure LP will provide a limited recourse sponsor guaranty, the scope and terms of which will be subject to negotiation. Sponsor guaranty obligations are typically limited to "bad boy" acts (fraud, willful misconduct, breach of certain specific covenants) and may include an obligation to fund a portion of the equity commitment if the Acquisition is consummated.
• Target Guaranty: Meridian Cloud Solutions Inc. will become a guarantor of the obligations under the Credit Agreement upon consummation of the Acquisition (i.e., upon the Acquisition closing and Meridian becoming a subsidiary of the Borrower).
• Subsidiary Guarantors: Each material domestic subsidiary of the Borrower and Meridian will be required to guarantee the obligations under the Credit Agreement and pledge substantially all of their assets as collateral, in each case on terms to be set forth in the Credit Agreement and ancillary security documents.
Governing Law: State of New York.
Syndication: Brindoval National Bank, N.A. intends to syndicate a portion of its commitment to one or more co-lenders in order to reduce its hold position to a target of approximately $75,000,000. Anticipated co-lenders and their preliminary indications of interest are as follows:
• Harborstone Capital Partners LLC — preliminary indication of $50,000,000
• Pinnacle Ridge Credit Fund II LP — preliminary indication of $40,000,000
• Additional lenders to be identified — approximately $35,000,000 to be allocated
The syndication process is expected to be managed by Brindoval and to occur concurrently with the negotiation of definitive credit documentation. The commitment letter is expected to include customary market flex provisions permitting Brindoval to adjust pricing, structure, and other terms in connection with the syndication, subject to agreed parameters. The Calderwood & Harkness team will review the flex provisions carefully and negotiate appropriate protections for the Borrower and Sponsor.
4. Staffing and Billing Information
4.1 Engagement Team
The following attorneys have been assigned to the matter and will comprise the core engagement team. Additional attorneys or paraprofessionals may be staffed as needed to meet transaction deadlines, subject to client approval for the addition of any timekeeper not listed below.
Philip Hartmann will serve as the responsible partner and primary relationship partner for the engagement. Mr. Hartmann will supervise all aspects of the representation, participate in key negotiation calls, and review all material work product before delivery to the client or counterparties. Claudia Merritt will serve as the billing partner and will be responsible for invoice review, billing management, and the client billing relationship. Ms. Merritt will also provide substantive support on certain complex documentation issues, including security and collateral matters. Lisa Morrow will serve as the lead associate responsible for day-to-day management of the work streams, including initial drafting and markup of the credit agreement, review of ancillary documents, and coordination with lender's counsel and co-counsel. Marcus Leung will serve as the working associate responsible for supporting all work streams, including preparation of closing deliverables, UCC filings and lien searches, organizational document review, and management of the closing checklist.
4.2 Fee Arrangement
The engagement will be billed on a standard hourly basis at the firm's 2026 rate card, as set forth in the table above. Time will be recorded in increments of one-tenth of an hour (six minutes), in accordance with the firm's standard timekeeping policies.
A voluntary billing cap of $625,000 has been agreed with the client for all professional services through term sheet execution and facility closing, exclusive of disbursements and third-party costs. The billing cap represents the firm's good-faith estimate of the total fees expected to be incurred in connection with the engagement, based on the anticipated scope of work and the complexity of the transaction. The billing cap is structured as a voluntary cap (not a fixed fee), meaning that the firm will use reasonable efforts to complete the engagement within the cap amount, but the cap does not constitute a guarantee that fees will not exceed the cap in the event of unanticipated complexity, material changes in scope, or delays attributable to third parties.
For the avoidance of doubt, the billing cap does not apply to any post-closing matters, including without limitation amendments, waivers, consents, workouts, restructurings, or any other post-closing work that may be requested by the client following the initial closing and funding of the Facility.
Estimated Disbursements: Disbursements and third-party costs are estimated at approximately $15,000 for the engagement and will be invoiced separately. Anticipated disbursements include filing fees (Delaware Secretary of State, UCC filings), lien search costs (UCC, tax lien, judgment, and litigation searches in applicable jurisdictions), courier and delivery charges, and travel expenses (if any). Third-party costs in excess of $5,000 per item will be pre-approved by the client before incurrence.
Advance Retainer: An advance retainer in the amount of $75,000 has been received from the client. The retainer will be held by the firm in its client trust account and will be applied against the final invoices rendered in connection with the engagement. Any unused portion of the retainer will be returned to the client upon conclusion of the engagement.
Invoicing Terms: Invoices will be prepared and delivered on a monthly basis, with payment due net thirty (30) days from the date of invoice. Invoices will include detailed time entries for each timekeeper, narrative descriptions of work performed, and an itemization of disbursements incurred during the applicable billing period.
4.3 Billing Partner Designation
Claudia Merritt is designated as the billing partner for this matter. Ms. Merritt will be responsible for reviewing all invoices prior to submission to the client, ensuring compliance with any applicable outside counsel billing guidelines, and serving as the primary point of contact for any billing inquiries or disputes. Ms. Merritt will also coordinate with the firm's Finance Department to ensure timely and accurate invoicing and collections.
5. Counterparties and Other Parties
The following is a summary of the principal counterparties, advisors, and other parties involved in the transaction, together with their contact information and roles. This information is provided for the purpose of the conflicts database and for reference by the engagement team.
5.1 Lender / Administrative Agent
Brindoval National Bank, N.A. 383 Madison Avenue, 14th Floor New York, New York 10179
Brindoval National Bank, N.A. will serve as the administrative agent, lead arranger, and sole bookrunner for the Term Loan Facility. Brindoval is a nationally chartered commercial bank and a leading provider of leveraged finance to sponsor-backed technology companies.
Coverage Banker: Thomas Wilder, Managing Director, Technology Leveraged Finance. Mr. Wilder is the primary relationship banker at Brindoval responsible for origination and structuring of the Facility. Contact: twilder@crestviewnational.com; direct: (212) 555-3400.
Credit Officer: Sandra Fleischer, Senior Vice President, Credit Risk. Ms. Fleischer is the credit officer assigned to the Meridian transaction and is responsible for credit approval and risk assessment within Brindoval's internal credit committee process. Contact: sfleischer@crestviewnational.com; direct: (212) 555-3425.
Brindoval Internal Deal Reference Number: CNB-TLF-2026-0389.
5.2 Lender's Counsel
Broadwick & Thayer LLP 51 West 52nd Street, 30th Floor New York, New York 10019
Broadwick & Thayer LLP has been retained by Brindoval National Bank, N.A. as lender's counsel for the Facility. Broadwick & Thayer will be responsible for preparing the initial draft of the Credit Agreement and ancillary loan documents (to the extent that lender's counsel is preparing the first draft), reviewing borrower-side deliverables, and providing legal opinions on behalf of the lender.
Lead Partner: Catherine Hartwell, Partner, Finance & Lending. Ms. Hartwell is expected to be the primary point of contact for Calderwood & Harkness on all documentation and negotiation matters. Contact: chartwell@broadwickthayer.com; direct: (212) 555-6100.
Senior Associate: James Okoro. Mr. Okoro will assist Ms. Hartwell in the day-to-day drafting and negotiation of the credit documentation. Contact: jokoro@broadwickthayer.com; direct: (212) 555-6115.
5.3 Anticipated Co-Lenders (Syndication)
The following entities have provided preliminary indications of interest to participate in the syndication of the Term Loan Facility. Final allocations will be determined by Brindoval in its capacity as lead arranger and sole bookrunner, and commitments will be confirmed in connection with the syndication process.
Harborstone Capital Partners LLC 600 Lexington Avenue, Suite 3100 New York, New York 10022
Principal Contact: Elena Vasquez, Partner, Direct Lending Preliminary Indication: $50,000,000 Contact: evasquez@harborstonecapital.com; direct: (212) 555-7800.
Pinnacle Ridge Credit Fund II LP 200 Clarendon Street, 42nd Floor Boston, Massachusetts 02116
Principal Contact: Andrew Kesselman, Managing Director Preliminary Indication: $40,000,000 Contact: akesselman@pinnacleridge.com; direct: (617) 555-2200.
Brindoval has indicated that it intends to allocate an additional approximately $35,000,000 to one or more additional co-lenders to be identified during the syndication process. The identities of these additional lenders are not yet known, and the Calderwood & Harkness engagement team will update the conflicts database as additional lenders are identified.
5.4 Acquisition Counsel (Co-Counsel to Solara)
Alderton Paige LLP 2000 K Street NW, Suite 1400 Washington, DC 20006
Alderton Paige LLP serves as acquisition counsel to Solara in connection with the Meridian transaction. Alderton Paige is responsible for the negotiation, drafting, and documentation of the stock purchase agreement, acquisition-related due diligence on Meridian, and related matters.
Lead Partner: Richard Fontaine, Partner, M&A / Private Equity. Mr. Fontaine is the lead partner responsible for the acquisition and will be Calderwood & Harkness's primary point of coordination on financing-related provisions of the purchase agreement, including the financing cooperation covenant, marketing period, and conditions to closing that implicate the financing. Contact: rfontaine@aldertonpaige.com; direct: (202) 555-9300.
Calderwood & Harkness and Alderton Paige have established a protocol for coordination, including shared access to a virtual data room maintained by Solara's financial advisor and regularly scheduled joint status calls with the client team. The two firms have worked together on prior Solara transactions, including the Clearpoint Compliance Technologies acquisition in 2024.
5.5 Seller's / Target's Counsel
Kerrigan Ross & Associates LLP 780 Third Avenue, 25th Floor New York, New York 10017
Kerrigan Ross & Associates LLP represents the Selling Shareholders and Meridian Cloud Solutions Inc. in connection with the Acquisition.
Lead Partner: Danielle Musgrave, Partner, M&A. Contact: dmusgrave@kerriganross.com; direct: (212) 555-4500.
5.6 Target's Auditor
Whitfield & Sable LLP 311 South Wacker Drive, Suite 5500 Chicago, Illinois 60606
Whitfield & Sable LLP serves as the independent auditor for Meridian Cloud Solutions Inc.
Lead Engagement Partner: Raymond Bautista. Mr. Bautista led the audit engagements for Meridian's fiscal year 2025 and fiscal year 2024 financial statements. Whitfield & Sable issued unqualified audit opinions on Meridian's financial statements for both periods. Contact: rbautista@whitfieldsable.com; direct: (312) 555-8900.
The availability of clean (unqualified) audit opinions for the two most recent fiscal years is a favorable factor in connection with the lender's due diligence process and the satisfaction of conditions precedent to closing under the Credit Agreement.
5.7 Financial Advisor (to Solara)
Velthorn Stanton Advisory LLC 745 Fifth Avenue, 12th Floor New York, New York 10151
Velthorn Stanton Advisory LLC serves as the exclusive financial advisor to Solara in connection with the Meridian acquisition.
Lead Advisor: Benjamin Holt, Managing Director. Mr. Holt is responsible for financial analysis, valuation, deal structuring, and management of the financial aspects of the transaction, including the preparation of the confidential information memorandum for the syndication process. Contact: bholt@greylockstanton.com; direct: (212) 555-1900.
5.8 Insurance Provider
Northvane Insurance Group Inc. 200 Constitution Plaza Hartford, Connecticut 06103
Northvane Insurance Group Inc. is the carrier providing representations and warranties insurance ("RWI") for the Acquisition. The RWI policy is expected to be a buy-side policy obtained by Solara/Acquisition Sub, providing coverage for breaches of the seller's representations and warranties in the stock purchase agreement, subject to customary exclusions and retention amounts. Northvane is also providing a directors and officers ("D&O") tail insurance policy for the existing directors and officers of Meridian, as is customary in change-of-control transactions.
5.9 Lead Selling Shareholder
Ashford Ventures Partners LLC 520 Park Avenue, 18th Floor New York, New York 10065
Principal: Grant Ashworth, Managing Partner. Ashford Ventures Partners LLC holds approximately 52% of the outstanding equity of Meridian and is the lead selling shareholder in the transaction. Contact: gashworth@ashfordventures.com; direct: (212) 555-5200.
6. Key Timeline and Milestones
The following table sets forth the anticipated timeline and key milestones for the engagement. These dates are based on the current transaction schedule as communicated by the client and are subject to change as the transaction progresses. The Calderwood & Harkness engagement team will monitor progress against this timeline and provide periodic updates to the client team.
Commentary on Timeline. The transaction timeline is aggressive, with approximately fifteen weeks from matter opening to targeted closing and funding. The critical path items include: (i) timely receipt and markup of the initial term sheet; (ii) execution of the commitment letter by April 18, 2026 (which triggers the 45-day commitment letter expiration period); (iii) completion of the lender due diligence process within the allotted window; and (iv) completion of the credit agreement negotiation and preparation of all closing deliverables in advance of the June 30 closing target. The Calderwood & Harkness team is prepared to staff appropriately to meet this schedule and will flag any potential delays to the client team promptly.
7. Filing and Jurisdictional Information
The following jurisdictional and filing information is provided for the matter file and for reference by the engagement team in connection with the preparation of security documents, UCC filings, and related deliverables.
Governing Law: The Credit Agreement and ancillary loan documents will be governed by the laws of the State of New York, without regard to conflicts of laws principles, which is standard for leveraged finance transactions of this nature.
Dispute Resolution Forum: The Credit Agreement is expected to include a submission to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, and a waiver of jury trial, consistent with market practice for New York law-governed credit facilities.
UCC Filing Jurisdiction — Borrower (Acquisition Sub): As a Delaware limited liability company, the appropriate jurisdiction for the filing of UCC-1 financing statements against the Borrower is the Delaware Secretary of State. The engagement team will prepare and arrange for the filing of UCC-1 financing statements and any applicable amendments following the execution of the security documents.
UCC Filing Jurisdiction — Meridian Cloud Solutions Inc.: As a Delaware corporation, the appropriate jurisdiction for the filing of UCC-1 financing statements against Meridian is the Delaware Secretary of State. Lien searches against Meridian in the Delaware Secretary of State's office will be conducted as part of the due diligence process to identify any existing UCC filings, tax liens, or judgment liens that may affect the lenders' ability to obtain a first-priority perfected security interest.
Entity Formation Filings Pending: The certificate of formation for Solara Digital Acquisition Holdings LLC has not yet been filed with the Delaware Secretary of State. As noted in Section 2.2 above, the Delaware Secretary of State file number 7531209 has been pre-reserved, and filing is expected during the week of March 18, 2026. The Calderwood & Harkness team will confirm the filing and obtain a file-stamped copy of the certificate of formation for inclusion in the closing deliverables.
IRS EIN Application Pending: An application for an employer identification number for Solara Digital Acquisition Holdings LLC (Form SS-4) has been submitted to the Internal Revenue Service, and the assigned EIN is expected to be 93-4718206, pending final IRS confirmation. The EIN will be required for various tax and banking purposes in connection with the Facility and the Acquisition.
8. Special Instructions and Notes
The following special instructions and notes are provided for the engagement team and the New Matter Committee:
(a) Immediate Priority — Term Sheet Review. The immediate priority upon matter opening is the review, analysis, and markup of the initial term sheet from Brindoval National Bank, N.A., which is expected to be received by March 21, 2026. Lisa Morrow should prepare an initial issues list and markup for Philip Hartmann's review no later than March 25, 2026, to ensure timely delivery of the first markup to the client and Brindoval by March 28, 2026.
(b) Coordination with Acquisition Counsel. The engagement team should coordinate closely with Alderton Paige LLP (Richard Fontaine, lead partner) throughout the engagement. Key areas of coordination include: (i) alignment of financing conditions in the stock purchase agreement with the conditionality framework in the commitment letter (including "SunGard-style" limited conditionality provisions); (ii) consistency between representations and warranties in the Credit Agreement and those in the purchase agreement, particularly with respect to material adverse effect definitions and bring-down standards; (iii) the financing cooperation covenant in the purchase agreement, including the seller's obligations to provide information and cooperation in connection with the debt financing; and (iv) any termination rights or reverse break fees triggered by financing failure. A joint kick-off call between the Calderwood & Harkness team and Alderton Paige should be scheduled during the week of March 18, 2026.
(c) Outside Counsel Guidelines. The Outside Counsel Guidelines acknowledgment letter should be prepared and delivered to Priya Vasudeva, General Counsel of Solara, concurrently with this matter opening. The acknowledgment letter confirms the firm's compliance with Solara's standard outside counsel billing guidelines, which were received as part of the engagement letter package and have been reviewed by the billing partner and the Finance Department.
(d) Introductory Communication. An introductory email to the client team (Priya Vasudeva, Derek Raines, and Viktor Strand) should be sent by Philip Hartmann on March 16, 2026, confirming the matter opening, introducing the engagement team, and outlining the anticipated work plan and timeline for the initial phase of the engagement.
9. Approvals
The undersigned hereby request and authorize the opening of Matter No. 1041-00002 in accordance with the terms and information set forth in this New Matter Memorandum.
Responsible Partner:
PHILIP HARTMANN Partner, Banking & Finance Calderwood & Harkness LLP
Signature: ________
Date: ________
Billing Partner:
CLAUDIA MERRITT Partner, Banking & Finance Calderwood & Harkness LLP
Signature: ________
Date: ________
New Matter Committee / Conflicts Clearance:
The New Matter Committee confirms that the conflict check was completed on March 15, 2026, in accordance with the firm's conflicts clearance policies and procedures. The conflict check memorandum dated March 15, 2026 (Conflicts Reference No. CC-2026-03152) is on file with the Office of General Counsel. No disqualifying conflicts were identified. Informational conflicts, if any, have been reviewed and resolved in accordance with firm policy.
NEW MATTER COMMITTEE
Approved by: ________
Name: ________
Title: ________
Date: ________