1041-00002 · Solara Digital Infrastructure LP · Term Sheet Markup & Negotiation

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PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 44th Floor New York, NY 10006

MEMORANDUM — CALL NOTES: TERM SHEET NEGOTIATION CALL

April 10, 2026

1. Call Details

Date and Time: April 10, 2026, 2:00 p.m. – 3:45 p.m. (Eastern)

Format: Video conference (Northgate Data Systems; link hosted by Brindoval National Bank, N.A.)

Purpose: The purpose of the call was to negotiate and resolve open points remaining on the draft term sheet for the $200,000,000 Senior Secured Term Loan Facility (the "Facility") to be provided by Brindoval National Bank, N.A. ("Brindoval"), as Lead Arranger and Administrative Agent, in connection with Solara Digital Acquisition Holdings LLC's ("Acquisition Holdings") acquisition (the "Acquisition") of Meridian Cloud Solutions Inc. ("Meridian" or the "Target") at an enterprise value of $315,000,000. Acquisition Holdings is a newly formed special purpose vehicle wholly owned by Solara Digital Infrastructure LP ("Solara" or the "Sponsor"), the firm's client. The Acquisition will be funded through a combination of equity from Solara (approximately $115,000,000) and proceeds from the Facility (approximately $196,000,000 net of original issue discount, with the remaining $4,000,000 of OID applied at closing).

Context: This call followed the circulation of Calderwood & Harkness's second markup of the draft term sheet, which was prepared in response to the counter-markup submitted by Broadwick & Thayer LLP ("Broadwick" or "Lender's Counsel") on April 4, 2026. The parties had previously exchanged the following documents in connection with the term sheet negotiation: (i) Brindoval's initial draft term sheet (dated March 18, 2026); (ii) Calderwood & Harkness's first markup (dated March 25, 2026); (iii) Broadwick's counter-markup (dated April 4, 2026); and (iv) Calderwood & Harkness's second markup (dated April 7, 2026). The call was convened pursuant to the agenda circulated by Lisa Morrow on April 8, 2026 (the "April 8 Agenda"), which identified six principal open items requiring resolution to achieve the parties' shared objective of executing the term sheet, commitment letter, and fee letter by April 18, 2026.

2. Participants

The following individuals participated in the call:

Calderwood & Harkness LLP (Borrower's Counsel — Financing):

• Philip Hartmann, Responsible Partner, Banking & Finance

• Lisa Morrow, Lead Associate, Banking & Finance

• Marcus Leung, Working Associate, Banking & Finance (listen-only / notetaking capacity)

Broadwick & Thayer LLP (Lender's Counsel):

• Catherine Hartwell, Partner, Finance & Lending

• James Okoro, Senior Associate, Finance & Lending

Brindoval National Bank, N.A. (Lead Arranger / Administrative Agent):

• Thomas Wilder, Managing Director, Technology Leveraged Finance

• Sandra Fleischer, Senior Vice President, Credit Risk

Solara Digital Infrastructure LP (Client / Sponsor):

• Priya Vasudeva, General Counsel

• Derek Raines, Chief Financial Officer

Philip Hartmann opened the call at approximately 2:02 p.m. by confirming the participants and noting that Marcus Leung was attending in a notetaking capacity. Catherine Hartwell confirmed that Broadwick's team was prepared to proceed through the agenda items in the order set forth in the April 8 Agenda. Thomas Wilder stated that Brindoval's syndication desk and credit committee had reviewed the outstanding open points and that he and Sandra Fleischer were authorized to negotiate within certain pre-approved parameters.

3. Agenda Items Discussed

Consistent with the April 8 Agenda circulated by Lisa Morrow, the following six principal topics were addressed during the call:

1. Adjusted EBITDA Definition and Add-Back Cap

2. Excess Cash Flow Sweep Mechanics

3. Market Flex Provisions

4. Reporting Covenants (SaaS-Specific Metrics)

5. Collateral Package (Intellectual Property and Deposit Accounts)

6. Timeline to Execution by April 18, 2026

Each of these items is discussed in detail below, together with the positions advanced by each side, the resulting resolution or agreement in principle, and the associated action items.

4. Discussion and Resolutions by Topic

4.1 Adjusted EBITDA Definition and Add-Back Cap

Borrower's Position (Calderwood & Harkness / Solara). Calderwood & Harkness's second markup requested that the EBITDA add-back cap be set at 25% of trailing twelve-month ("LTM") Adjusted EBITDA, inclusive of run-rate cost savings, synergies, and pro forma adjustments customary for sponsor-backed SaaS acquisition financings. Philip Hartmann introduced this item and asked Derek Raines to provide additional color on the operational basis for the request.

Derek Raines explained that Meridian's LTM Adjusted EBITDA of approximately $18,700,000 reflects a roughly 30% EBITDA margin on approximately $62,400,000 of annual recurring revenue ("ARR"). Mr. Raines stated that Solara's diligence had identified several near-term cost optimization opportunities that Solara expects to realize within the first 12 to 18 months following closing. Specifically, Mr. Raines noted that: (a) Meridian currently maintains redundant data center infrastructure in two co-location facilities in Northern Virginia and a third in Portland, Oregon, and Solara plans to consolidate to two facilities, generating approximately $1.8 million in annualized savings; (b) Solara expects to achieve approximately $1.2 million in general and administrative cost reductions by integrating Meridian's back-office operations (HR, payroll, and accounts payable) onto Solara's existing shared-services platform; and (c) ongoing platform migration from Meridian's legacy on-premises hosting model to a fully cloud-native architecture is expected to reduce hosting costs by approximately $900,000 per year. Mr. Raines emphasized that these savings are factually supportable and backed by detailed integration planning conducted by Solara's operations team. He further noted that the 25% cap would provide appropriate headroom to account for these identified savings while remaining within the range of market practice for comparable sponsor-backed SaaS financings.

Lisa Morrow added that Calderwood & Harkness's review of recent comparable transactions in the SaaS leveraged finance market indicated that EBITDA add-back caps in the range of 20% to 30% are customary for middle-market sponsor-backed transactions, with 25% representing the midpoint and the most commonly seen figure in transactions closed during Q1 2026.

Lender's Initial Position (Broadwick & Thayer / Brindoval). Broadwick's counter-markup of April 4 had proposed a 20% cap on EBITDA add-backs. Sandra Fleischer explained that Brindoval's credit committee had expressed concern about the overall closing leverage of the transaction. On a Debt/LTM EBITDA basis, the $200,000,000 term loan yields approximately 10.70x closing leverage ($200,000,000 / $18,700,000), a level that Ms. Fleischer acknowledged was elevated even by the standards of SaaS-focused leveraged finance. She noted that the credit committee's preference for a 20% cap was driven by a desire to limit the degree to which pro forma adjustments could inflate Adjusted EBITDA for purposes of covenant calculations, particularly the springing Total Net Leverage Ratio covenant and the excess cash flow sweep step-down thresholds.

Thomas Wilder, however, provided a somewhat more nuanced perspective on behalf of Brindoval's deal team. Mr. Wilder acknowledged that the ARR-based leverage metric (Debt/ARR of approximately 3.21x, calculated as $200,000,000 / $62,400,000) provides significant cushion relative to traditional EBITDA-based metrics and is the primary metric used by Brindoval's technology leveraged finance group in underwriting SaaS credits. Mr. Wilder stated that, from a syndication perspective, the ARR-based leverage is well within the parameters that institutional lenders and direct lending funds active in the SaaS credit space would find acceptable, noting that recent comparable transactions had closed at Debt/ARR multiples of 3.0x to 4.5x.

Resolution — AGREED. Following discussion, Brindoval agreed to set the EBITDA add-back cap at 25% of LTM Adjusted EBITDA, subject to the following conditions:

(a) All add-backs included within the 25% cap must be factually supportable and reasonably expected to be realized within 18 months of the relevant calculation date. The parties agreed that the 18-month realization requirement would be included in the definition and would apply on a rolling basis to each compliance certificate delivered pursuant to the reporting covenants.

(b) Qualifying add-backs will include run-rate cost savings, operational synergies, and operating expense adjustments arising from the Acquisition, integration activities, or other permitted operational restructurings, in each case without duplication and net of the amount of actual savings or synergies already reflected in the financial statements for the relevant period.

(c) The Adjusted EBITDA definition will also include customary exclusions (i.e., items not subject to the 25% cap) for non-cash charges, stock-based compensation, transaction-related expenses and fees, non-recurring restructuring and severance costs, and other items customary for sponsor-backed SaaS acquisition credit facilities.

Catherine Hartwell confirmed on behalf of Broadwick that she would instruct James Okoro to draft conforming language for the Adjusted EBITDA definition reflecting the 25% cap and the agreed conditions, and to circulate the revised definition as part of the revised term sheet.

Action Item: Broadwick & Thayer (James Okoro) to circulate the revised Adjusted EBITDA definition incorporating the 25% cap language, the 18-month realization requirement, and customary exclusions by April 14, 2026.

4.2 Excess Cash Flow Sweep Mechanics

Borrower's Position. Calderwood & Harkness's second markup requested that voluntary prepayments of the term loan made during the applicable fiscal year be netted against the excess cash flow ("ECF") sweep obligation for that year, reducing the amount of the mandatory prepayment on a dollar-for-dollar basis. The markup also confirmed the step-down thresholds that had been agreed in the March 25 exchange: 50% of Excess Cash Flow at Total Net Leverage Ratios above 4.50x, stepping down to 25% if the Total Net Leverage Ratio is less than or equal to 4.50x, and to 0% if the Total Net Leverage Ratio is less than or equal to 3.50x. The first ECF sweep calculation would be for the fiscal year ending December 31, 2026, with the mandatory prepayment, if any, due within 10 business days following delivery of audited financial statements for such fiscal year.

Lisa Morrow explained the rationale for the voluntary prepayment netting concept, noting that netting of voluntary prepayments is widely recognized as a market-standard feature in sponsor-backed leveraged term loans, including SaaS-focused transactions. Ms. Morrow stated that the netting mechanism serves an important economic function: it incentivizes the borrower to make voluntary prepayments throughout the fiscal year as excess cash becomes available, rather than deferring voluntary deleveraging in anticipation of the annual ECF sweep. She further noted that netting aligns the interests of the borrower and the lender group, as it ensures that lenders receive the benefit of prepayments on an accelerated basis while avoiding a duplicative mandatory sweep at year-end.

Lender's Response. Catherine Hartwell acknowledged that Brindoval's initial draft term sheet had not included voluntary prepayment netting language but stated that Broadwick recognized this as market practice. She noted that recent transactions handled by her group — including a $175 million term loan for a SaaS-focused infrastructure platform closed in February 2026 — had included substantially similar netting provisions. Sandra Fleischer confirmed that Brindoval's credit committee had pre-approved the netting concept during its April 8, 2026 meeting and that no further credit committee approval was required to incorporate this provision.

Resolution — AGREED. The parties agreed to the following terms with respect to the ECF sweep mechanics:

(a) Netting of Voluntary Prepayments. Voluntary prepayments of the term loan made during the applicable fiscal year will be credited dollar-for-dollar against the ECF mandatory prepayment obligation for that fiscal year. The netting will apply to the aggregate amount of voluntary prepayments made during the fiscal year, regardless of when during the fiscal year such voluntary prepayments were made.

(b) Step-Down Thresholds. The ECF sweep percentages remain as previously proposed and agreed:

• 50% of Excess Cash Flow if the Total Net Leverage Ratio as of the last day of the applicable fiscal year is greater than 4.50x;

• 25% of Excess Cash Flow if the Total Net Leverage Ratio as of the last day of the applicable fiscal year is less than or equal to 4.50x but greater than 3.50x; and

• 0% of Excess Cash Flow (i.e., no mandatory prepayment) if the Total Net Leverage Ratio as of the last day of the applicable fiscal year is less than or equal to 3.50x.

(c) ECF Calculation Methodology. The calculation of Excess Cash Flow will be based on Consolidated Net Income for the applicable fiscal year, with the following deductions confirmed as agreed: (i) capital expenditures (both maintenance and growth capital expenditures, in each case paid in cash during such fiscal year and not financed with the proceeds of indebtedness); (ii) cash taxes paid during such fiscal year; (iii) scheduled debt service (principal and interest) paid in cash during such fiscal year; (iv) working capital adjustments (increases in working capital to be deducted, decreases in working capital to be added back); and (v) cash consideration paid for Permitted Acquisitions funded from internally generated cash (and not from the proceeds of indebtedness or equity contributions) during such fiscal year.

(d) First Calculation Period. The first ECF sweep calculation will apply to the fiscal year ending December 31, 2026. The mandatory prepayment, if any, will be due within 10 business days following delivery of the audited financial statements for such fiscal year.

Action Item: Broadwick & Thayer (James Okoro) to incorporate voluntary prepayment netting language into the ECF sweep definition and to circulate as part of the revised term sheet by April 14, 2026. Calderwood & Harkness (Lisa Morrow) to review the revised language upon receipt.

4.3 Market Flex Provisions

Borrower's Position. Calderwood & Harkness's second markup proposed that Brindoval's market flex right under the commitment letter be subject to a cap of +25 basis points on the applicable spread and +25 basis points on the original issue discount ("OID"), representing a reduction from Brindoval's initial proposal of +50 basis points on each metric. Philip Hartmann introduced this item by noting that, while Calderwood & Harkness acknowledged Brindoval's need for appropriate syndication flexibility, the scope of the flex right as initially proposed was broader than what Calderwood & Harkness considered appropriate given the specific circumstances of this transaction, including the strong credit profile of the Target (evidenced by net revenue retention above 110%, low gross churn, and a diversified customer base) and the significant level of pre-existing interest from potential syndication participants.

Lender's Position. Thomas Wilder responded by outlining Brindoval's syndication strategy in detail. Mr. Wilder stated that Brindoval intends to syndicate from its initial $200,000,000 underwrite down to a target hold position of $75,000,000. He noted that Brindoval has received preliminary indications of interest from two institutional investors: Harborstone Capital Partners LLC, which has indicated interest in a $50,000,000 allocation, and Pinnacle Ridge Credit Fund II LP, which has indicated interest in a $40,000,000 allocation. These preliminary indications would, if confirmed, account for $90,000,000 of the $125,000,000 sell-down target, leaving approximately $35,000,000 to be allocated among additional lenders through the broader syndication process.

Mr. Wilder acknowledged that the preliminary syndication interest was encouraging but stated that full flex of +50 basis points remained necessary to ensure successful syndication in current market conditions. He cited continuing volatility in the broader leveraged loan market, noting that the S&P/LSTA Leveraged Loan Index had experienced modest widening in March 2026 and that new-issue clearing spreads for technology-focused term loans had ticked up approximately 10 to 15 basis points over the prior six weeks. Catherine Hartwell supported this position by citing two recent precedent transactions involving technology-focused term loans in the $150 million to $250 million range in which the arranging bank had retained market flex of +50 basis points on spread.

Discussion and Compromise. Philip Hartmann acknowledged the relevance of current market conditions and the importance of ensuring successful syndication but reiterated that +50 basis points represented the outer limit of what Calderwood & Harkness had observed in recent comparable transactions and that many recent SaaS term loans had been committed with flex in the range of +25 to +37.5 basis points. Mr. Hartmann proposed a split-the-difference approach, suggesting +37.5 basis points on both spread and OID as a compromise that would provide Brindoval with meaningful syndication flexibility while protecting the borrower against excessive pricing adjustments.

An extended discussion followed, during which Thomas Wilder consulted briefly with Sandra Fleischer regarding Brindoval's internal parameters. After this consultation, Mr. Wilder stated that Brindoval could accept +37.5 basis points on both metrics, provided that Brindoval's flex right would also include the ability to modify amortization or add a revolving credit facility to facilitate syndication, in each case subject to the borrower's prior consent (such consent not to be unreasonably withheld). Lisa Morrow confirmed that Calderwood & Harkness was comfortable with this formulation. Priya Vasudeva confirmed on behalf of Solara that the Sponsor was supportive of the compromise.

Resolution — AGREED. The parties agreed to the following market flex parameters:

(a) Spread Flex. Brindoval's market flex right with respect to the interest rate spread is capped at +37.5 basis points. This means that the applicable spread may be increased from Adjusted Term SOFR + 475 basis points up to a maximum of Adjusted Term SOFR + 512.5 basis points.

(b) OID Flex. Brindoval's market flex right with respect to original issue discount is capped at +37.5 basis points (additional). This means that the OID may be increased from 2.00% up to a maximum of 2.375%.

(c) Structural Flex. Brindoval's flex right also includes the ability to modify amortization or add a revolving credit facility to facilitate syndication, in each case subject to the borrower's prior consent (not to be unreasonably withheld, conditioned, or delayed).

(d) Unchanged Terms. The SOFR floor of 1.00% and the SOFR credit spread adjustment of 10 basis points remain unchanged and are not subject to market flex. The existing soft call premium of 101% of the principal amount prepaid for voluntary prepayments made during the first 12 months following closing is not subject to market flex.

Action Item: Broadwick & Thayer (James Okoro) to revise the market flex language in both the term sheet and the commitment letter to reflect the agreed caps of +37.5 basis points on spread and +37.5 basis points on OID by April 14, 2026. Fee letter OID provisions to be conformed accordingly. Calderwood & Harkness to review the revised language upon receipt.

4.4 Reporting Covenants — SaaS-Specific Metrics

Borrower's Position. Calderwood & Harkness's second markup proposed that the monthly ARR reporting requirement (requiring delivery of monthly ARR data within 30 days of each month-end) be designated as an information-only deliverable and not tied to any financial covenant threshold, event of default trigger, or other consequence beyond the borrower's obligation to use commercially reasonable efforts to deliver the data within the specified timeframe. In addition, Calderwood & Harkness proposed that the broader suite of SaaS-specific metrics — including net revenue retention rate, gross and net customer churn rates, average contract value ("ACV"), and customer concentration data — be delivered on a quarterly rather than monthly basis, also on an information-only basis. Lisa Morrow further noted that the borrower should have flexibility in calculating ARR, including the methodology for recognizing annual and multi-year subscription contracts, and that the credit agreement should include a methodology appendix setting forth the borrower's ARR calculation methodology in sufficient detail to provide transparency to the lender group.

Priya Vasudeva added that Meridian's current internal reporting cadence provides for monthly ARR tracking at the business unit level and quarterly preparation of the full suite of SaaS operating metrics. Requiring monthly delivery of all SaaS metrics would create an incremental reporting burden that Ms. Vasudeva considered disproportionate to the informational benefit to the lender group, particularly given that metrics such as customer churn and ACV are typically less volatile on a month-to-month basis and are more meaningful when viewed on a quarterly or trailing-twelve-month basis.

Lender's Position. Sandra Fleischer emphasized the importance of monthly ARR visibility given the elevated EBITDA-based leverage at closing (approximately 10.70x Debt/LTM EBITDA). Ms. Fleischer stated that Brindoval's credit committee views ARR as the primary credit metric for this transaction, given that the Debt/ARR ratio of approximately 3.21x provides a more meaningful measure of credit risk than the traditional EBITDA-based leverage ratio. She noted that monthly ARR data would allow Brindoval's portfolio monitoring team to track trends in recurring revenue on a timely basis and to identify any early warning signs of deterioration. In addition to monthly ARR, Ms. Fleischer requested monthly delivery of net revenue retention rate ("NRR"), which she characterized as a critical metric for assessing the quality and durability of the ARR base. Customer churn data, Ms. Fleischer conceded, could reasonably be delivered on a quarterly basis.

Catherine Hartwell added that Broadwick had reviewed the reporting frameworks in several recent SaaS-focused credit facilities and that monthly delivery of ARR and NRR, with quarterly delivery of broader operating metrics, was consistent with emerging market practice for ARR-leveraged facilities.

Resolution — AGREED IN PRINCIPLE. After discussion, the parties reached agreement in principle on the following reporting framework:

(a) Monthly Reports (to be delivered within 30 days of each month-end): Monthly Annualized Recurring Revenue (ARR) and net revenue retention rate (NRR).

(b) Quarterly Reports (to be delivered within 60 days of each quarter-end): Gross customer churn rate, net customer churn rate, average contract value (ACV), and top-10 customer concentration data (expressed as a percentage of total ARR attributable to the 10 largest customers by ARR contribution).

(c) Information-Only Designation. All SaaS-specific metrics described in clauses (a) and (b) above will be delivered as information-only deliverables. The failure to deliver any SaaS-specific metric within the specified timeframe will constitute a breach of the reporting covenants in the credit agreement but will be subject to a 15-business-day cure period before triggering an Event of Default. For the avoidance of doubt, no financial covenant or mandatory prepayment obligation will be tied to the level or trajectory of any SaaS-specific metric.

(d) ARR Definition. ARR will be defined as the annualized value of recurring subscription revenue as of the applicable measurement date, calculated on a methodology consistent with Meridian's existing ARR calculation practices. The specific methodology will be described in a methodology appendix to the credit agreement, to be prepared by Calderwood & Harkness and reviewed by Broadwick & Thayer. Derek Raines confirmed that Meridian currently calculates ARR by annualizing the monthly recurring subscription revenue recognized in the most recent calendar month, excluding one-time implementation fees, professional services revenue, and usage-based overage charges. The methodology appendix will memorialize this approach.

(e) Standard Financial Reporting Deliverables. The following standard financial reporting deliverables, as previously agreed between the parties, remain unchanged: (i) annual audited financial statements, to be delivered within 120 days following the end of each fiscal year; (ii) quarterly unaudited financial statements, to be delivered within 60 days following the end of each fiscal quarter; and (iii) an annual operating budget, to be delivered within 60 days following the end of each fiscal year.

Action Items:

• Calderwood & Harkness (Marcus Leung) to prepare a draft ARR definition and methodology appendix for inclusion in the credit agreement and to circulate to all parties by April 14, 2026.

• Broadwick & Thayer (James Okoro) to incorporate the agreed reporting covenant framework (monthly ARR/NRR, quarterly churn/ACV/concentration, information-only designation, 15-business-day cure period) into the revised term sheet by April 14, 2026.

4.5 Collateral Package — Intellectual Property and Deposit Accounts

Discussion. Lisa Morrow raised Solara's concerns regarding the scope of the security interest in intellectual property ("IP") contemplated by the draft term sheet. Ms. Morrow noted that Meridian's core SaaS platform includes significant proprietary assets — specifically, proprietary software source code constituting the platform's backend infrastructure and customer-facing application layer, two pending U.S. patent applications (relating to data pipeline optimization and automated resource scaling algorithms), and several registered trademarks (including the "Meridian Cloud" and "MCS" word marks and associated logos). At the same time, Meridian's platform relies on certain third-party licensed software components, including database management and middleware technologies licensed from third-party vendors under agreements that contain customary anti-assignment and change-of-control provisions. Ms. Morrow stated that several of these third-party license agreements include provisions purporting to restrict the licensee's ability to grant a security interest in the licensed software or to assign the license without the licensor's prior written consent.

Calderwood & Harkness accordingly proposed that the collateral package include customary excluded-asset carve-outs for:

(a) Licenses and contracts that, by their express terms, would be breached, invalidated, or terminated by the grant of a security interest therein, subject to the override provisions of Article 9 of the Uniform Commercial Code (which renders ineffective certain anti-assignment clauses in the context of security interests in general intangibles and payment intangibles).

(b) Immaterial IP not essential to the operation of the borrower's business, including legacy trademarks no longer in active use and de minimis copyrights.

Lender's Position. Catherine Hartwell stated that Broadwick was prepared to agree to customary excluded-asset carve-outs consistent with market practice for sponsor-backed leveraged credit facilities, but emphasized that the exclusion for anti-assignment provisions should be narrowly drafted. Ms. Hartwell noted that, in Broadwick's experience, borrowers have occasionally sought to interpret excluded-asset provisions broadly to remove significant IP from the collateral base, and that the lender group's interest would be best served by a definition that limits the exclusion to situations where the applicable anti-assignment provision is (i) enforceable under applicable law (including after giving effect to Article 9 of the UCC and any other applicable statutory override) and (ii) the grant of a security interest would, as a factual matter, result in the termination or material impairment of the borrower's rights under the relevant license or contract.

Sandra Fleischer added that Brindoval's credit committee had specifically identified the IP collateral as a critical component of the collateral package, given that Meridian's proprietary software platform and associated IP constitute the primary source of enterprise value. Ms. Fleischer noted that Brindoval would also require deposit account control agreements ("DACAs") for all material operating accounts of the borrower and its domestic subsidiaries, to be delivered within 60 days following closing, with springing control in favor of the Administrative Agent (i.e., control would not be exercised until the occurrence and continuance of an Event of Default or a Cash Dominion Trigger Event, as defined in the credit agreement).

Resolution — AGREED IN PRINCIPLE, SUBJECT TO FINAL DRAFTING. The parties reached agreement in principle on the following collateral framework:

(a) Scope of Collateral. The collateral will consist of a first-priority perfected security interest in substantially all assets of the borrower (Acquisition Holdings) and each domestic subsidiary guarantor (including Meridian, following the closing of the Acquisition), including without limitation:

• Equity Interests: 100% of the equity interests in each direct and indirect domestic subsidiary; 65% of the voting equity interests (and 100% of any non-voting equity interests) in each first-tier foreign subsidiary.

• intellectual Property: All patents (including the two pending U.S. patent applications), trademarks (including "Meridian Cloud" and "MCS" marks), copyrights, trade secrets, proprietary software (including source code), domain names, and associated goodwill.

• Accounts Receivable and Payment Intangibles: All accounts receivable, subscription receivables, and payment intangibles.

• Equipment: All equipment, fixtures, and other tangible personal property.

• Deposit Accounts: All deposit accounts (subject to DACAs as described below).

• General Intangibles: All general intangibles (including contract rights, customer relationships, and licenses, subject to the excluded-asset carve-outs described below).

(b) Excluded Assets. The following categories of assets will be excluded from the collateral:

• Licenses and contracts with enforceable anti-assignment provisions, but only to the extent that (x) the grant of a security interest therein would constitute a breach, termination, or invalidation of such license or contract under its express terms, and (y) such anti-assignment provision is not overridden or rendered ineffective by Section 9-406, 9-407, 9-408, or 9-409 of the UCC (or any analogous provision of other applicable law). For the avoidance of doubt, any license or contract as to which the anti-assignment provision is overridden by applicable law shall be included in the collateral.

• Immaterial IP with de minimis value (to be defined in the credit agreement as IP that is not material to the conduct of the business of the borrower and its subsidiaries, taken as a whole).

• Equity interests in unrestricted subsidiaries, if any (none currently designated).

(c) Deposit Account Control Agreements (DACAs). DACAs in form and substance reasonably satisfactory to the Administrative Agent shall be delivered for all material deposit accounts of the borrower and each domestic subsidiary guarantor within 60 days following the closing date. "Material deposit accounts" will be defined as deposit accounts with average monthly balances in excess of $250,000 over any consecutive three-month period (or such lower threshold as may be agreed during credit agreement drafting). The DACAs will provide for springing control in favor of the Administrative Agent, exercisable upon the occurrence and continuance of an Event of Default.

(d) IP Filings. Filings with the United States Patent and Trademark Office ("USPTO") to perfect the security interest in registered patents and trademarks shall be completed at or promptly following closing (and in any event within 30 days of the closing date). Copyright filings with the U.S. Copyright Office, if applicable, shall be completed within 60 days of the closing date.

Action Items:

• Calderwood & Harkness (Lisa Morrow) to prepare a draft excluded-assets definition for the collateral section and to circulate to Broadwick & Thayer by April 14, 2026.

• Broadwick & Thayer to prepare the initial drafts of the security agreement and IP security agreement for circulation to Calderwood & Harkness by May 8, 2026.

4.6 Timeline to Execution

Discussion of Milestones. Philip Hartmann confirmed that the shared target of all parties remains execution of the term sheet, commitment letter, and fee letter on April 18, 2026. Mr. Hartmann noted that meeting this date is important to maintain alignment with the timeline for the Acquisition itself, including the negotiation and execution of the definitive purchase agreement and the commencement of the due diligence process on the financing side.

Thomas Wilder confirmed that Brindoval is prepared to meet the April 18 target, provided that the remaining open issues on the term sheet markup are resolved by April 14, 2026, and that final execution-ready versions of the term sheet, commitment letter, and fee letter can be circulated no later than April 16, 2026. Mr. Wilder noted that Brindoval's internal approval process for the commitment letter requires one business day for final sign-off by the head of technology leveraged finance and the chief credit officer.

Agreed Timeline. The parties confirmed the following milestones:

• April 14, 2026: Broadwick & Thayer to circulate the revised term sheet incorporating all agreements reached during this call, together with conforming revisions to the commitment letter and fee letter.

• April 15, 2026: Calderwood & Harkness to review the revised documents and confirm agreement or provide final comments.

• April 16, 2026: Final agreed-form term sheet, commitment letter, and fee letter to be circulated to all parties for execution.

• April 18, 2026: Target execution date for the term sheet, commitment letter, and fee letter. Execution counterparts to be exchanged via DocuSign, with original wet-ink signature pages to follow.

• June 2, 2026: Commitment letter expiration date (45 days post-execution, assuming execution occurs on April 18, 2026).

• April 21 – May 30, 2026: Due diligence period. Brindoval's due diligence process to include review of financial statements, customer contracts, IP portfolio, technology infrastructure, regulatory compliance, and other customary items. Sandra Fleischer to circulate a due diligence request list by April 21.

• May 22, 2026: Target date for circulation of execution-ready draft credit agreement.

• June 16, 2026: Target date for signing of the definitive credit agreement and ancillary documents (including the security agreement, IP security agreement, guaranty agreement, and intercreditor agreement, if applicable).

• June 30, 2026: Target closing and funding date. Upon satisfaction of all conditions precedent to closing, the term loan will be funded on this date and the net proceeds will be applied to fund the Acquisition and to pay transaction-related fees and expenses.

• June 30, 2033: Term loan maturity date (7 years from the closing date).

Additional Coordination. Priya Vasudeva confirmed that Alderton Paige LLP (Richard Fontaine, lead partner) is advising Solara on the negotiation and execution of the definitive purchase agreement for the Acquisition. Ms. Vasudeva noted that the current draft of the purchase agreement is expected to be in substantially final form by late April, with a target execution date in mid-May 2026. She stated that Calderwood & Harkness is coordinating with Alderton Paige to ensure alignment between the financing conditions in the commitment letter and the closing conditions in the purchase agreement, including the limited conditionality ("certain funds") structure and SunGard-style provisions that limit the conditions to the borrower's funding of the term loan at closing.

Lisa Morrow confirmed that Calderwood & Harkness had circulated a comparison chart (the "Conditions Matrix") to Alderton Paige on April 9, 2026, mapping the conditions to funding in the commitment letter against the closing conditions in the current draft purchase agreement. Ms. Morrow noted that the Conditions Matrix identified two areas requiring further alignment — specifically, the scope of the "no Material Adverse Effect" condition and the accuracy of the representations and warranties condition — and that Calderwood & Harkness was working with Alderton Paige to resolve these issues in parallel with the term sheet negotiation process.

5. Summary of Agreed Resolutions

The following table summarizes the resolutions reached during the call, together with key terms that were confirmed as unchanged from prior agreed positions:

6. Open Items and Action Items

The following action items were identified during the call. All deadlines are as agreed among the parties:

Note: Viktor Strand, Managing Partner of Solara Digital Infrastructure LP, has been identified as the authorized signatory for the term sheet and commitment letter on behalf of Solara and Acquisition Holdings. Priya Vasudeva confirmed that Mr. Strand's signature authority had been verified and that no additional board or investment committee approvals are required.

7. Next Steps

Following the conclusion of the call at approximately 3:45 p.m. (Eastern), the parties confirmed the following next steps:

1. Revised Term Sheet. Broadwick & Thayer will turn the revised term sheet by April 14, 2026, reflecting all resolutions described in this memorandum. The revised term sheet will be circulated in both clean and redline format against Broadwick's April 4 counter-markup.

2. Calderwood & Harkness Review. Calderwood & Harkness will provide a final review of the revised term sheet, commitment letter, and fee letter and communicate any remaining comments to Broadwick & Thayer by April 15, 2026. It is the expectation of both counsel that any remaining comments will be limited in scope and capable of resolution without an additional call.

3. Parallel Workstreams. The following parallel workstreams will be advanced concurrently with the term sheet finalization process:

(a) Commitment Letter and Fee Letter. The commitment letter and fee letter are to be finalized concurrently with the term sheet, with Broadwick & Thayer incorporating the agreed market flex and OID provisions and Calderwood & Harkness reviewing and confirming the limited conditionality and SunGard closing conditions.

(b) Acquisition Agreement Coordination. Calderwood & Harkness will continue to coordinate with Alderton Paige LLP (Richard Fontaine) on the acquisition agreement financing provisions, including the Conditions Matrix and the alignment of commitment letter conditions with purchase agreement closing conditions.

(c) Syndication Preparation. Brindoval will begin preparing the syndication information memorandum (the "CIM") and lender non-disclosure agreements for distribution to Harborstone Capital Partners LLC and Pinnacle Ridge Credit Fund II LP. Thomas Wilder indicated that the CIM will be substantially based on the management presentation and financial model previously provided by Solara, supplemented by Brindoval's independent credit analysis.

4. Due Diligence. Following execution of the term sheet and commitment letter on April 18, 2026, the due diligence process will commence on April 21, 2026, with a target completion date of May 30, 2026. Sandra Fleischer will circulate a comprehensive due diligence request list by April 21.

5. Credit Agreement Drafting. Credit agreement drafting will be led by Broadwick & Thayer, with an execution-ready draft targeted for circulation by May 22, 2026. Calderwood & Harkness will provide a first-pass markup within 10 business days of receipt.

6. Client Updates. Philip Hartmann will send a weekly status update to Priya Vasudeva and Viktor Strand commencing following the distribution of this memorandum. Weekly updates will cover the status of term sheet execution, due diligence, credit agreement drafting, syndication, and any other material developments.

8. Confidentiality Notice

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

This memorandum has been prepared by Calderwood & Harkness LLP for internal use in connection with its representation of Solara Digital Infrastructure LP and Solara Digital Acquisition Holdings LLC in the matter referenced above (Matter No. 1041-00002; Client No. CL-081273). This memorandum constitutes attorney work product prepared in anticipation of litigation and/or in connection with the provision of legal advice, and is protected from disclosure by the attorney-client privilege, the work product doctrine, and all other applicable privileges and protections.

This memorandum is intended solely for use by attorneys, paralegals, and staff of Calderwood & Harkness LLP assigned to this matter. This memorandum shall not be distributed outside the firm or to the client without the prior written approval of the responsible partner (Philip Hartmann). Any inadvertent disclosure of this memorandum to any unauthorized person does not constitute a waiver of any applicable privilege or protection.

If you have received this memorandum in error, please notify Marcus Leung immediately at (212) 555-0147 or marcus.leung@calderwoodharkness.com and destroy all copies.

Prepared by:

________________________________________

Marcus Leung Working Associate, Banking & Finance Calderwood & Harkness LLP

Date: April 10, 2026

Reviewed by:

________________________________________

Lisa Morrow Lead Associate, Banking & Finance Calderwood & Harkness LLP

Date: ________

Reviewed and Approved by:

________________________________________

Philip Hartmann Responsible Partner, Banking & Finance Calderwood & Harkness LLP

Date: ________

Prepared by:	Marcus Leung, Working Associate, Banking & Finance
Reviewed by:	Lisa Morrow, Lead Associate, Banking & Finance

Philip Hartmann, Responsible Partner, Banking & Finance

Matter:	Solara Digital Infrastructure LP — Platform Acquisition Financing
Matter Number:	1041-00002
Client Number:	CL-081273
Re:	$200,000,000 Senior Secured Term Loan Facility — Acquisition of Meridian Cloud Solutions Inc.
Topic	Resolution	Status
EBITDA Add-Back Cap	25% of LTM Adjusted EBITDA; add-backs must be factually supportable and reasonably expected to be realized within 18 months of the relevant calculation date	Agreed — to be drafted by Broadwick & Thayer
ECF Sweep — Voluntary Prepayment Netting	Dollar-for-dollar netting of voluntary prepayments against annual ECF sweep obligation	Agreed — to be drafted by Broadwick & Thayer
ECF Sweep — Step-Down Thresholds	50% / 25% (at TNL ≤ 4.50x) / 0% (at TNL ≤ 3.50x); first sweep period FY ending 12/31/2026	Confirmed as agreed
Market Flex — Spread	Capped at +37.5 bps (maximum Adj. Term SOFR + 512.5 bps)	Agreed — to be reflected in term sheet and commitment letter
Market Flex — OID	Capped at +37.5 bps additional (maximum OID of 2.375%)	Agreed — to be reflected in term sheet, commitment letter, and fee letter
Reporting — Monthly SaaS Metrics	ARR and net revenue retention rate delivered monthly (within 30 days of month-end); information-only with 15-business-day cure period	Agreed in principle — ARR definition to be drafted by Calderwood & Harkness
Reporting — Quarterly SaaS Metrics	Gross and net customer churn, ACV, and top-10 customer concentration delivered quarterly (within 60 days of quarter-end); information-only	Agreed in principle
Collateral — Excluded Assets	Narrow carve-out for enforceable anti-assignment provisions (subject to UCC Article 9 override); immaterial IP exclusion	Agreed in principle — Calderwood & Harkness to draft definition
Collateral — DACAs	All material operating accounts; DACAs to be delivered within 60 days post-closing; springing control	Agreed
Interest Rate (no change)	Adj. Term SOFR + 475 bps; SOFR floor 1.00%; credit spread adjustment 10 bps	Confirmed unchanged
OID (no change)	2.00% ($4,000,000; net proceeds of $196,000,000)	Confirmed unchanged (subject to market flex)
Amortization (no change)	1.0% per annum ($2,000,000/year; $500,000/quarter)	Confirmed unchanged
Soft Call (no change)	101% premium for first 12 months post-closing; at par thereafter	Confirmed unchanged
Springing Leverage Covenant (no change)	7.50x Total Net Leverage; tested only if revolving credit facility drawn > 35%	Confirmed unchanged
Maturity (no change)	7 years from closing (target: June 30, 2033)	Confirmed unchanged
Action Item	Responsible Party	Deadline
Circulate revised Adjusted EBITDA definition incorporating 25% cap and 18-month realization requirement	Broadwick & Thayer (James Okoro)	April 14, 2026
Incorporate voluntary prepayment netting into ECF sweep definition	Broadwick & Thayer (James Okoro)	April 14, 2026
Revise market flex language to +37.5 bps / +37.5 bps in term sheet, commitment letter, and fee letter	Broadwick & Thayer (James Okoro)	April 14, 2026
Incorporate agreed reporting covenant framework (monthly ARR/NRR; quarterly churn/ACV/concentration; information-only designation; 15-business-day cure) into term sheet	Broadwick & Thayer (James Okoro)	April 14, 2026

Prepare draft ARR definition and methodology appendix for credit agreement	Calderwood & Harkness (Marcus Leung)	April 14, 2026
Prepare draft excluded assets definition for collateral section	Calderwood & Harkness (Lisa Morrow)	April 14, 2026
Review revised term sheet, commitment letter, and fee letter upon receipt from Broadwick & Thayer	Calderwood & Harkness (Lisa Morrow)	April 15, 2026
Circulate final execution versions of term sheet, commitment letter, and fee letter	Both counsel (joint responsibility)	April 16, 2026
Execute term sheet, commitment letter, and fee letter	Solara (Viktor Strand, authorized signatory) / Brindoval (Thomas Wilder)	April 18, 2026
Circulate initial draft security agreement and IP security agreement	Broadwick & Thayer	May 8, 2026

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 44th Floor New York, NY 10006
MEMORANDUM — CALL NOTES: TERM SHEET NEGOTIATION CALL
April 10, 2026
1. Call Details
Date and Time: April 10, 2026, 2:00 p.m. – 3:45 p.m. (Eastern)
Format: Video conference (Northgate Data Systems; link hosted by Brindoval National Bank, N.A.)
Purpose: The purpose of the call was to negotiate and resolve open points remaining on the draft term sheet for the $200,000,000 Senior Secured Term Loan Facility (the "Facility") to be provided by Brindoval National Bank, N.A. ("Brindoval"), as Lead Arranger and Administrative Agent, in connection with Solara Digital Acquisition Holdings LLC's ("Acquisition Holdings") acquisition (the "Acquisition") of Meridian Cloud Solutions Inc. ("Meridian" or the "Target") at an enterprise value of $315,000,000. Acquisition Holdings is a newly formed special purpose vehicle wholly owned by Solara Digital Infrastructure LP ("Solara" or the "Sponsor"), the firm's client. The Acquisition will be funded through a combination of equity from Solara (approximately $115,000,000) and proceeds from the Facility (approximately $196,000,000 net of original issue discount, with the remaining $4,000,000 of OID applied at closing).
Context: This call followed the circulation of Calderwood & Harkness's second markup of the draft term sheet, which was prepared in response to the counter-markup submitted by Broadwick & Thayer LLP ("Broadwick" or "Lender's Counsel") on April 4, 2026. The parties had previously exchanged the following documents in connection with the term sheet negotiation: (i) Brindoval's initial draft term sheet (dated March 18, 2026); (ii) Calderwood & Harkness's first markup (dated March 25, 2026); (iii) Broadwick's counter-markup (dated April 4, 2026); and (iv) Calderwood & Harkness's second markup (dated April 7, 2026). The call was convened pursuant to the agenda circulated by Lisa Morrow on April 8, 2026 (the "April 8 Agenda"), which identified six principal open items requiring resolution to achieve the parties' shared objective of executing the term sheet, commitment letter, and fee letter by April 18, 2026.
2. Participants
The following individuals participated in the call:
Calderwood & Harkness LLP (Borrower's Counsel — Financing):
•  Philip Hartmann, Responsible Partner, Banking & Finance
•  Lisa Morrow, Lead Associate, Banking & Finance
•  Marcus Leung, Working Associate, Banking & Finance (listen-only / notetaking capacity)
Broadwick & Thayer LLP (Lender's Counsel):
•  Catherine Hartwell, Partner, Finance & Lending
•  James Okoro, Senior Associate, Finance & Lending
Brindoval National Bank, N.A. (Lead Arranger / Administrative Agent):
•  Thomas Wilder, Managing Director, Technology Leveraged Finance
•  Sandra Fleischer, Senior Vice President, Credit Risk
Solara Digital Infrastructure LP (Client / Sponsor):
•  Priya Vasudeva, General Counsel
•  Derek Raines, Chief Financial Officer
Philip Hartmann opened the call at approximately 2:02 p.m. by confirming the participants and noting that Marcus Leung was attending in a notetaking capacity. Catherine Hartwell confirmed that Broadwick's team was prepared to proceed through the agenda items in the order set forth in the April 8 Agenda. Thomas Wilder stated that Brindoval's syndication desk and credit committee had reviewed the outstanding open points and that he and Sandra Fleischer were authorized to negotiate within certain pre-approved parameters.
3. Agenda Items Discussed
Consistent with the April 8 Agenda circulated by Lisa Morrow, the following six principal topics were addressed during the call:
1.  Adjusted EBITDA Definition and Add-Back Cap
2.  Excess Cash Flow Sweep Mechanics
3.  Market Flex Provisions
4.  Reporting Covenants (SaaS-Specific Metrics)
5.  Collateral Package (Intellectual Property and Deposit Accounts)
6.  Timeline to Execution by April 18, 2026
Each of these items is discussed in detail below, together with the positions advanced by each side, the resulting resolution or agreement in principle, and the associated action items.
4. Discussion and Resolutions by Topic
4.1 Adjusted EBITDA Definition and Add-Back Cap
Borrower's Position (Calderwood & Harkness / Solara). Calderwood & Harkness's second markup requested that the EBITDA add-back cap be set at 25% of trailing twelve-month ("LTM") Adjusted EBITDA, inclusive of run-rate cost savings, synergies, and pro forma adjustments customary for sponsor-backed SaaS acquisition financings. Philip Hartmann introduced this item and asked Derek Raines to provide additional color on the operational basis for the request.
Derek Raines explained that Meridian's LTM Adjusted EBITDA of approximately $18,700,000 reflects a roughly 30% EBITDA margin on approximately $62,400,000 of annual recurring revenue ("ARR"). Mr. Raines stated that Solara's diligence had identified several near-term cost optimization opportunities that Solara expects to realize within the first 12 to 18 months following closing. Specifically, Mr. Raines noted that: (a) Meridian currently maintains redundant data center infrastructure in two co-location facilities in Northern Virginia and a third in Portland, Oregon, and Solara plans to consolidate to two facilities, generating approximately $1.8 million in annualized savings; (b) Solara expects to achieve approximately $1.2 million in general and administrative cost reductions by integrating Meridian's back-office operations (HR, payroll, and accounts payable) onto Solara's existing shared-services platform; and (c) ongoing platform migration from Meridian's legacy on-premises hosting model to a fully cloud-native architecture is expected to reduce hosting costs by approximately $900,000 per year. Mr. Raines emphasized that these savings are factually supportable and backed by detailed integration planning conducted by Solara's operations team. He further noted that the 25% cap would provide appropriate headroom to account for these identified savings while remaining within the range of market practice for comparable sponsor-backed SaaS financings.
Lisa Morrow added that Calderwood & Harkness's review of recent comparable transactions in the SaaS leveraged finance market indicated that EBITDA add-back caps in the range of 20% to 30% are customary for middle-market sponsor-backed transactions, with 25% representing the midpoint and the most commonly seen figure in transactions closed during Q1 2026.
Lender's Initial Position (Broadwick & Thayer / Brindoval). Broadwick's counter-markup of April 4 had proposed a 20% cap on EBITDA add-backs. Sandra Fleischer explained that Brindoval's credit committee had expressed concern about the overall closing leverage of the transaction. On a Debt/LTM EBITDA basis, the $200,000,000 term loan yields approximately 10.70x closing leverage ($200,000,000 / $18,700,000), a level that Ms. Fleischer acknowledged was elevated even by the standards of SaaS-focused leveraged finance. She noted that the credit committee's preference for a 20% cap was driven by a desire to limit the degree to which pro forma adjustments could inflate Adjusted EBITDA for purposes of covenant calculations, particularly the springing Total Net Leverage Ratio covenant and the excess cash flow sweep step-down thresholds.
Thomas Wilder, however, provided a somewhat more nuanced perspective on behalf of Brindoval's deal team. Mr. Wilder acknowledged that the ARR-based leverage metric (Debt/ARR of approximately 3.21x, calculated as $200,000,000 / $62,400,000) provides significant cushion relative to traditional EBITDA-based metrics and is the primary metric used by Brindoval's technology leveraged finance group in underwriting SaaS credits. Mr. Wilder stated that, from a syndication perspective, the ARR-based leverage is well within the parameters that institutional lenders and direct lending funds active in the SaaS credit space would find acceptable, noting that recent comparable transactions had closed at Debt/ARR multiples of 3.0x to 4.5x.
Resolution — AGREED. Following discussion, Brindoval agreed to set the EBITDA add-back cap at 25% of LTM Adjusted EBITDA, subject to the following conditions:
(a) All add-backs included within the 25% cap must be factually supportable and reasonably expected to be realized within 18 months of the relevant calculation date. The parties agreed that the 18-month realization requirement would be included in the definition and would apply on a rolling basis to each compliance certificate delivered pursuant to the reporting covenants.
(b) Qualifying add-backs will include run-rate cost savings, operational synergies, and operating expense adjustments arising from the Acquisition, integration activities, or other permitted operational restructurings, in each case without duplication and net of the amount of actual savings or synergies already reflected in the financial statements for the relevant period.
(c) The Adjusted EBITDA definition will also include customary exclusions (i.e., items not subject to the 25% cap) for non-cash charges, stock-based compensation, transaction-related expenses and fees, non-recurring restructuring and severance costs, and other items customary for sponsor-backed SaaS acquisition credit facilities.
Catherine Hartwell confirmed on behalf of Broadwick that she would instruct James Okoro to draft conforming language for the Adjusted EBITDA definition reflecting the 25% cap and the agreed conditions, and to circulate the revised definition as part of the revised term sheet.
Action Item: Broadwick & Thayer (James Okoro) to circulate the revised Adjusted EBITDA definition incorporating the 25% cap language, the 18-month realization requirement, and customary exclusions by April 14, 2026.
4.2 Excess Cash Flow Sweep Mechanics
Borrower's Position. Calderwood & Harkness's second markup requested that voluntary prepayments of the term loan made during the applicable fiscal year be netted against the excess cash flow ("ECF") sweep obligation for that year, reducing the amount of the mandatory prepayment on a dollar-for-dollar basis. The markup also confirmed the step-down thresholds that had been agreed in the March 25 exchange: 50% of Excess Cash Flow at Total Net Leverage Ratios above 4.50x, stepping down to 25% if the Total Net Leverage Ratio is less than or equal to 4.50x, and to 0% if the Total Net Leverage Ratio is less than or equal to 3.50x. The first ECF sweep calculation would be for the fiscal year ending December 31, 2026, with the mandatory prepayment, if any, due within 10 business days following delivery of audited financial statements for such fiscal year.
Lisa Morrow explained the rationale for the voluntary prepayment netting concept, noting that netting of voluntary prepayments is widely recognized as a market-standard feature in sponsor-backed leveraged term loans, including SaaS-focused transactions. Ms. Morrow stated that the netting mechanism serves an important economic function: it incentivizes the borrower to make voluntary prepayments throughout the fiscal year as excess cash becomes available, rather than deferring voluntary deleveraging in anticipation of the annual ECF sweep. She further noted that netting aligns the interests of the borrower and the lender group, as it ensures that lenders receive the benefit of prepayments on an accelerated basis while avoiding a duplicative mandatory sweep at year-end.
Lender's Response. Catherine Hartwell acknowledged that Brindoval's initial draft term sheet had not included voluntary prepayment netting language but stated that Broadwick recognized this as market practice. She noted that recent transactions handled by her group — including a $175 million term loan for a SaaS-focused infrastructure platform closed in February 2026 — had included substantially similar netting provisions. Sandra Fleischer confirmed that Brindoval's credit committee had pre-approved the netting concept during its April 8, 2026 meeting and that no further credit committee approval was required to incorporate this provision.
Resolution — AGREED. The parties agreed to the following terms with respect to the ECF sweep mechanics:
(a) Netting of Voluntary Prepayments. Voluntary prepayments of the term loan made during the applicable fiscal year will be credited dollar-for-dollar against the ECF mandatory prepayment obligation for that fiscal year. The netting will apply to the aggregate amount of voluntary prepayments made during the fiscal year, regardless of when during the fiscal year such voluntary prepayments were made.
(b) Step-Down Thresholds. The ECF sweep percentages remain as previously proposed and agreed:
•  50% of Excess Cash Flow if the Total Net Leverage Ratio as of the last day of the applicable fiscal year is greater than 4.50x;
•  25% of Excess Cash Flow if the Total Net Leverage Ratio as of the last day of the applicable fiscal year is less than or equal to 4.50x but greater than 3.50x; and
•  0% of Excess Cash Flow (i.e., no mandatory prepayment) if the Total Net Leverage Ratio as of the last day of the applicable fiscal year is less than or equal to 3.50x.
(c) ECF Calculation Methodology. The calculation of Excess Cash Flow will be based on Consolidated Net Income for the applicable fiscal year, with the following deductions confirmed as agreed: (i) capital expenditures (both maintenance and growth capital expenditures, in each case paid in cash during such fiscal year and not financed with the proceeds of indebtedness); (ii) cash taxes paid during such fiscal year; (iii) scheduled debt service (principal and interest) paid in cash during such fiscal year; (iv) working capital adjustments (increases in working capital to be deducted, decreases in working capital to be added back); and (v) cash consideration paid for Permitted Acquisitions funded from internally generated cash (and not from the proceeds of indebtedness or equity contributions) during such fiscal year.
(d) First Calculation Period. The first ECF sweep calculation will apply to the fiscal year ending December 31, 2026. The mandatory prepayment, if any, will be due within 10 business days following delivery of the audited financial statements for such fiscal year.
Action Item: Broadwick & Thayer (James Okoro) to incorporate voluntary prepayment netting language into the ECF sweep definition and to circulate as part of the revised term sheet by April 14, 2026. Calderwood & Harkness (Lisa Morrow) to review the revised language upon receipt.
4.3 Market Flex Provisions
Borrower's Position. Calderwood & Harkness's second markup proposed that Brindoval's market flex right under the commitment letter be subject to a cap of +25 basis points on the applicable spread and +25 basis points on the original issue discount ("OID"), representing a reduction from Brindoval's initial proposal of +50 basis points on each metric. Philip Hartmann introduced this item by noting that, while Calderwood & Harkness acknowledged Brindoval's need for appropriate syndication flexibility, the scope of the flex right as initially proposed was broader than what Calderwood & Harkness considered appropriate given the specific circumstances of this transaction, including the strong credit profile of the Target (evidenced by net revenue retention above 110%, low gross churn, and a diversified customer base) and the significant level of pre-existing interest from potential syndication participants.
Lender's Position. Thomas Wilder responded by outlining Brindoval's syndication strategy in detail. Mr. Wilder stated that Brindoval intends to syndicate from its initial $200,000,000 underwrite down to a target hold position of $75,000,000. He noted that Brindoval has received preliminary indications of interest from two institutional investors: Harborstone Capital Partners LLC, which has indicated interest in a $50,000,000 allocation, and Pinnacle Ridge Credit Fund II LP, which has indicated interest in a $40,000,000 allocation. These preliminary indications would, if confirmed, account for $90,000,000 of the $125,000,000 sell-down target, leaving approximately $35,000,000 to be allocated among additional lenders through the broader syndication process.
Mr. Wilder acknowledged that the preliminary syndication interest was encouraging but stated that full flex of +50 basis points remained necessary to ensure successful syndication in current market conditions. He cited continuing volatility in the broader leveraged loan market, noting that the S&P/LSTA Leveraged Loan Index had experienced modest widening in March 2026 and that new-issue clearing spreads for technology-focused term loans had ticked up approximately 10 to 15 basis points over the prior six weeks. Catherine Hartwell supported this position by citing two recent precedent transactions involving technology-focused term loans in the $150 million to $250 million range in which the arranging bank had retained market flex of +50 basis points on spread.
Discussion and Compromise. Philip Hartmann acknowledged the relevance of current market conditions and the importance of ensuring successful syndication but reiterated that +50 basis points represented the outer limit of what Calderwood & Harkness had observed in recent comparable transactions and that many recent SaaS term loans had been committed with flex in the range of +25 to +37.5 basis points. Mr. Hartmann proposed a split-the-difference approach, suggesting +37.5 basis points on both spread and OID as a compromise that would provide Brindoval with meaningful syndication flexibility while protecting the borrower against excessive pricing adjustments.
An extended discussion followed, during which Thomas Wilder consulted briefly with Sandra Fleischer regarding Brindoval's internal parameters. After this consultation, Mr. Wilder stated that Brindoval could accept +37.5 basis points on both metrics, provided that Brindoval's flex right would also include the ability to modify amortization or add a revolving credit facility to facilitate syndication, in each case subject to the borrower's prior consent (such consent not to be unreasonably withheld). Lisa Morrow confirmed that Calderwood & Harkness was comfortable with this formulation. Priya Vasudeva confirmed on behalf of Solara that the Sponsor was supportive of the compromise.
Resolution — AGREED. The parties agreed to the following market flex parameters:
(a) Spread Flex. Brindoval's market flex right with respect to the interest rate spread is capped at +37.5 basis points. This means that the applicable spread may be increased from Adjusted Term SOFR + 475 basis points up to a maximum of Adjusted Term SOFR + 512.5 basis points.
(b) OID Flex. Brindoval's market flex right with respect to original issue discount is capped at +37.5 basis points (additional). This means that the OID may be increased from 2.00% up to a maximum of 2.375%.
(c) Structural Flex. Brindoval's flex right also includes the ability to modify amortization or add a revolving credit facility to facilitate syndication, in each case subject to the borrower's prior consent (not to be unreasonably withheld, conditioned, or delayed).
(d) Unchanged Terms. The SOFR floor of 1.00% and the SOFR credit spread adjustment of 10 basis points remain unchanged and are not subject to market flex. The existing soft call premium of 101% of the principal amount prepaid for voluntary prepayments made during the first 12 months following closing is not subject to market flex.
Action Item: Broadwick & Thayer (James Okoro) to revise the market flex language in both the term sheet and the commitment letter to reflect the agreed caps of +37.5 basis points on spread and +37.5 basis points on OID by April 14, 2026. Fee letter OID provisions to be conformed accordingly. Calderwood & Harkness to review the revised language upon receipt.
4.4 Reporting Covenants — SaaS-Specific Metrics
Borrower's Position. Calderwood & Harkness's second markup proposed that the monthly ARR reporting requirement (requiring delivery of monthly ARR data within 30 days of each month-end) be designated as an information-only deliverable and not tied to any financial covenant threshold, event of default trigger, or other consequence beyond the borrower's obligation to use commercially reasonable efforts to deliver the data within the specified timeframe. In addition, Calderwood & Harkness proposed that the broader suite of SaaS-specific metrics — including net revenue retention rate, gross and net customer churn rates, average contract value ("ACV"), and customer concentration data — be delivered on a quarterly rather than monthly basis, also on an information-only basis. Lisa Morrow further noted that the borrower should have flexibility in calculating ARR, including the methodology for recognizing annual and multi-year subscription contracts, and that the credit agreement should include a methodology appendix setting forth the borrower's ARR calculation methodology in sufficient detail to provide transparency to the lender group.
Priya Vasudeva added that Meridian's current internal reporting cadence provides for monthly ARR tracking at the business unit level and quarterly preparation of the full suite of SaaS operating metrics. Requiring monthly delivery of all SaaS metrics would create an incremental reporting burden that Ms. Vasudeva considered disproportionate to the informational benefit to the lender group, particularly given that metrics such as customer churn and ACV are typically less volatile on a month-to-month basis and are more meaningful when viewed on a quarterly or trailing-twelve-month basis.
Lender's Position. Sandra Fleischer emphasized the importance of monthly ARR visibility given the elevated EBITDA-based leverage at closing (approximately 10.70x Debt/LTM EBITDA). Ms. Fleischer stated that Brindoval's credit committee views ARR as the primary credit metric for this transaction, given that the Debt/ARR ratio of approximately 3.21x provides a more meaningful measure of credit risk than the traditional EBITDA-based leverage ratio. She noted that monthly ARR data would allow Brindoval's portfolio monitoring team to track trends in recurring revenue on a timely basis and to identify any early warning signs of deterioration. In addition to monthly ARR, Ms. Fleischer requested monthly delivery of net revenue retention rate ("NRR"), which she characterized as a critical metric for assessing the quality and durability of the ARR base. Customer churn data, Ms. Fleischer conceded, could reasonably be delivered on a quarterly basis.
Catherine Hartwell added that Broadwick had reviewed the reporting frameworks in several recent SaaS-focused credit facilities and that monthly delivery of ARR and NRR, with quarterly delivery of broader operating metrics, was consistent with emerging market practice for ARR-leveraged facilities.
Resolution — AGREED IN PRINCIPLE. After discussion, the parties reached agreement in principle on the following reporting framework:
(a) Monthly Reports (to be delivered within 30 days of each month-end): Monthly Annualized Recurring Revenue (ARR) and net revenue retention rate (NRR).
(b) Quarterly Reports (to be delivered within 60 days of each quarter-end): Gross customer churn rate, net customer churn rate, average contract value (ACV), and top-10 customer concentration data (expressed as a percentage of total ARR attributable to the 10 largest customers by ARR contribution).
(c) Information-Only Designation. All SaaS-specific metrics described in clauses (a) and (b) above will be delivered as information-only deliverables. The failure to deliver any SaaS-specific metric within the specified timeframe will constitute a breach of the reporting covenants in the credit agreement but will be subject to a 15-business-day cure period before triggering an Event of Default. For the avoidance of doubt, no financial covenant or mandatory prepayment obligation will be tied to the level or trajectory of any SaaS-specific metric.
(d) ARR Definition. ARR will be defined as the annualized value of recurring subscription revenue as of the applicable measurement date, calculated on a methodology consistent with Meridian's existing ARR calculation practices. The specific methodology will be described in a methodology appendix to the credit agreement, to be prepared by Calderwood & Harkness and reviewed by Broadwick & Thayer. Derek Raines confirmed that Meridian currently calculates ARR by annualizing the monthly recurring subscription revenue recognized in the most recent calendar month, excluding one-time implementation fees, professional services revenue, and usage-based overage charges. The methodology appendix will memorialize this approach.
(e) Standard Financial Reporting Deliverables. The following standard financial reporting deliverables, as previously agreed between the parties, remain unchanged: (i) annual audited financial statements, to be delivered within 120 days following the end of each fiscal year; (ii) quarterly unaudited financial statements, to be delivered within 60 days following the end of each fiscal quarter; and (iii) an annual operating budget, to be delivered within 60 days following the end of each fiscal year.
Action Items:
•  Calderwood & Harkness (Marcus Leung) to prepare a draft ARR definition and methodology appendix for inclusion in the credit agreement and to circulate to all parties by April 14, 2026.
•  Broadwick & Thayer (James Okoro) to incorporate the agreed reporting covenant framework (monthly ARR/NRR, quarterly churn/ACV/concentration, information-only designation, 15-business-day cure period) into the revised term sheet by April 14, 2026.
4.5 Collateral Package — Intellectual Property and Deposit Accounts
Discussion. Lisa Morrow raised Solara's concerns regarding the scope of the security interest in intellectual property ("IP") contemplated by the draft term sheet. Ms. Morrow noted that Meridian's core SaaS platform includes significant proprietary assets — specifically, proprietary software source code constituting the platform's backend infrastructure and customer-facing application layer, two pending U.S. patent applications (relating to data pipeline optimization and automated resource scaling algorithms), and several registered trademarks (including the "Meridian Cloud" and "MCS" word marks and associated logos). At the same time, Meridian's platform relies on certain third-party licensed software components, including database management and middleware technologies licensed from third-party vendors under agreements that contain customary anti-assignment and change-of-control provisions. Ms. Morrow stated that several of these third-party license agreements include provisions purporting to restrict the licensee's ability to grant a security interest in the licensed software or to assign the license without the licensor's prior written consent.
Calderwood & Harkness accordingly proposed that the collateral package include customary excluded-asset carve-outs for:
(a) Licenses and contracts that, by their express terms, would be breached, invalidated, or terminated by the grant of a security interest therein, subject to the override provisions of Article 9 of the Uniform Commercial Code (which renders ineffective certain anti-assignment clauses in the context of security interests in general intangibles and payment intangibles).
(b) Immaterial IP not essential to the operation of the borrower's business, including legacy trademarks no longer in active use and de minimis copyrights.
Lender's Position. Catherine Hartwell stated that Broadwick was prepared to agree to customary excluded-asset carve-outs consistent with market practice for sponsor-backed leveraged credit facilities, but emphasized that the exclusion for anti-assignment provisions should be narrowly drafted. Ms. Hartwell noted that, in Broadwick's experience, borrowers have occasionally sought to interpret excluded-asset provisions broadly to remove significant IP from the collateral base, and that the lender group's interest would be best served by a definition that limits the exclusion to situations where the applicable anti-assignment provision is (i) enforceable under applicable law (including after giving effect to Article 9 of the UCC and any other applicable statutory override) and (ii) the grant of a security interest would, as a factual matter, result in the termination or material impairment of the borrower's rights under the relevant license or contract.
Sandra Fleischer added that Brindoval's credit committee had specifically identified the IP collateral as a critical component of the collateral package, given that Meridian's proprietary software platform and associated IP constitute the primary source of enterprise value. Ms. Fleischer noted that Brindoval would also require deposit account control agreements ("DACAs") for all material operating accounts of the borrower and its domestic subsidiaries, to be delivered within 60 days following closing, with springing control in favor of the Administrative Agent (i.e., control would not be exercised until the occurrence and continuance of an Event of Default or a Cash Dominion Trigger Event, as defined in the credit agreement).
Resolution — AGREED IN PRINCIPLE, SUBJECT TO FINAL DRAFTING. The parties reached agreement in principle on the following collateral framework:
(a) Scope of Collateral. The collateral will consist of a first-priority perfected security interest in substantially all assets of the borrower (Acquisition Holdings) and each domestic subsidiary guarantor (including Meridian, following the closing of the Acquisition), including without limitation:
•  Equity Interests: 100% of the equity interests in each direct and indirect domestic subsidiary; 65% of the voting equity interests (and 100% of any non-voting equity interests) in each first-tier foreign subsidiary.
•  intellectual Property: All patents (including the two pending U.S. patent applications), trademarks (including "Meridian Cloud" and "MCS" marks), copyrights, trade secrets, proprietary software (including source code), domain names, and associated goodwill.
•  Accounts Receivable and Payment Intangibles: All accounts receivable, subscription receivables, and payment intangibles.
•  Equipment: All equipment, fixtures, and other tangible personal property.
•  Deposit Accounts: All deposit accounts (subject to DACAs as described below).
•  General Intangibles: All general intangibles (including contract rights, customer relationships, and licenses, subject to the excluded-asset carve-outs described below).
(b) Excluded Assets. The following categories of assets will be excluded from the collateral:
•  Licenses and contracts with enforceable anti-assignment provisions, but only to the extent that (x) the grant of a security interest therein would constitute a breach, termination, or invalidation of such license or contract under its express terms, and (y) such anti-assignment provision is not overridden or rendered ineffective by Section 9-406, 9-407, 9-408, or 9-409 of the UCC (or any analogous provision of other applicable law). For the avoidance of doubt, any license or contract as to which the anti-assignment provision is overridden by applicable law shall be included in the collateral.
•  Immaterial IP with de minimis value (to be defined in the credit agreement as IP that is not material to the conduct of the business of the borrower and its subsidiaries, taken as a whole).
•  Equity interests in unrestricted subsidiaries, if any (none currently designated).
(c) Deposit Account Control Agreements (DACAs). DACAs in form and substance reasonably satisfactory to the Administrative Agent shall be delivered for all material deposit accounts of the borrower and each domestic subsidiary guarantor within 60 days following the closing date. "Material deposit accounts" will be defined as deposit accounts with average monthly balances in excess of $250,000 over any consecutive three-month period (or such lower threshold as may be agreed during credit agreement drafting). The DACAs will provide for springing control in favor of the Administrative Agent, exercisable upon the occurrence and continuance of an Event of Default.
(d) IP Filings. Filings with the United States Patent and Trademark Office ("USPTO") to perfect the security interest in registered patents and trademarks shall be completed at or promptly following closing (and in any event within 30 days of the closing date). Copyright filings with the U.S. Copyright Office, if applicable, shall be completed within 60 days of the closing date.
Action Items:
•  Calderwood & Harkness (Lisa Morrow) to prepare a draft excluded-assets definition for the collateral section and to circulate to Broadwick & Thayer by April 14, 2026.
•  Broadwick & Thayer to prepare the initial drafts of the security agreement and IP security agreement for circulation to Calderwood & Harkness by May 8, 2026.
4.6 Timeline to Execution
Discussion of Milestones. Philip Hartmann confirmed that the shared target of all parties remains execution of the term sheet, commitment letter, and fee letter on April 18, 2026. Mr. Hartmann noted that meeting this date is important to maintain alignment with the timeline for the Acquisition itself, including the negotiation and execution of the definitive purchase agreement and the commencement of the due diligence process on the financing side.
Thomas Wilder confirmed that Brindoval is prepared to meet the April 18 target, provided that the remaining open issues on the term sheet markup are resolved by April 14, 2026, and that final execution-ready versions of the term sheet, commitment letter, and fee letter can be circulated no later than April 16, 2026. Mr. Wilder noted that Brindoval's internal approval process for the commitment letter requires one business day for final sign-off by the head of technology leveraged finance and the chief credit officer.
Agreed Timeline. The parties confirmed the following milestones:
•  April 14, 2026: Broadwick & Thayer to circulate the revised term sheet incorporating all agreements reached during this call, together with conforming revisions to the commitment letter and fee letter.
•  April 15, 2026: Calderwood & Harkness to review the revised documents and confirm agreement or provide final comments.
•  April 16, 2026: Final agreed-form term sheet, commitment letter, and fee letter to be circulated to all parties for execution.
•  April 18, 2026: Target execution date for the term sheet, commitment letter, and fee letter. Execution counterparts to be exchanged via DocuSign, with original wet-ink signature pages to follow.
•  June 2, 2026: Commitment letter expiration date (45 days post-execution, assuming execution occurs on April 18, 2026).
•  April 21 – May 30, 2026: Due diligence period. Brindoval's due diligence process to include review of financial statements, customer contracts, IP portfolio, technology infrastructure, regulatory compliance, and other customary items. Sandra Fleischer to circulate a due diligence request list by April 21.
•  May 22, 2026: Target date for circulation of execution-ready draft credit agreement.
•  June 16, 2026: Target date for signing of the definitive credit agreement and ancillary documents (including the security agreement, IP security agreement, guaranty agreement, and intercreditor agreement, if applicable).
•  June 30, 2026: Target closing and funding date. Upon satisfaction of all conditions precedent to closing, the term loan will be funded on this date and the net proceeds will be applied to fund the Acquisition and to pay transaction-related fees and expenses.
•  June 30, 2033: Term loan maturity date (7 years from the closing date).
Additional Coordination. Priya Vasudeva confirmed that Alderton Paige LLP (Richard Fontaine, lead partner) is advising Solara on the negotiation and execution of the definitive purchase agreement for the Acquisition. Ms. Vasudeva noted that the current draft of the purchase agreement is expected to be in substantially final form by late April, with a target execution date in mid-May 2026. She stated that Calderwood & Harkness is coordinating with Alderton Paige to ensure alignment between the financing conditions in the commitment letter and the closing conditions in the purchase agreement, including the limited conditionality ("certain funds") structure and SunGard-style provisions that limit the conditions to the borrower's funding of the term loan at closing.
Lisa Morrow confirmed that Calderwood & Harkness had circulated a comparison chart (the "Conditions Matrix") to Alderton Paige on April 9, 2026, mapping the conditions to funding in the commitment letter against the closing conditions in the current draft purchase agreement. Ms. Morrow noted that the Conditions Matrix identified two areas requiring further alignment — specifically, the scope of the "no Material Adverse Effect" condition and the accuracy of the representations and warranties condition — and that Calderwood & Harkness was working with Alderton Paige to resolve these issues in parallel with the term sheet negotiation process.
5. Summary of Agreed Resolutions
The following table summarizes the resolutions reached during the call, together with key terms that were confirmed as unchanged from prior agreed positions:
6. Open Items and Action Items
The following action items were identified during the call. All deadlines are as agreed among the parties:
Note: Viktor Strand, Managing Partner of Solara Digital Infrastructure LP, has been identified as the authorized signatory for the term sheet and commitment letter on behalf of Solara and Acquisition Holdings. Priya Vasudeva confirmed that Mr. Strand's signature authority had been verified and that no additional board or investment committee approvals are required.
7. Next Steps
Following the conclusion of the call at approximately 3:45 p.m. (Eastern), the parties confirmed the following next steps:
1.  Revised Term Sheet. Broadwick & Thayer will turn the revised term sheet by April 14, 2026, reflecting all resolutions described in this memorandum. The revised term sheet will be circulated in both clean and redline format against Broadwick's April 4 counter-markup.
2.  Calderwood & Harkness Review. Calderwood & Harkness will provide a final review of the revised term sheet, commitment letter, and fee letter and communicate any remaining comments to Broadwick & Thayer by April 15, 2026. It is the expectation of both counsel that any remaining comments will be limited in scope and capable of resolution without an additional call.
3.  Parallel Workstreams. The following parallel workstreams will be advanced concurrently with the term sheet finalization process:
(a) Commitment Letter and Fee Letter. The commitment letter and fee letter are to be finalized concurrently with the term sheet, with Broadwick & Thayer incorporating the agreed market flex and OID provisions and Calderwood & Harkness reviewing and confirming the limited conditionality and SunGard closing conditions.
(b) Acquisition Agreement Coordination. Calderwood & Harkness will continue to coordinate with Alderton Paige LLP (Richard Fontaine) on the acquisition agreement financing provisions, including the Conditions Matrix and the alignment of commitment letter conditions with purchase agreement closing conditions.
(c) Syndication Preparation. Brindoval will begin preparing the syndication information memorandum (the "CIM") and lender non-disclosure agreements for distribution to Harborstone Capital Partners LLC and Pinnacle Ridge Credit Fund II LP. Thomas Wilder indicated that the CIM will be substantially based on the management presentation and financial model previously provided by Solara, supplemented by Brindoval's independent credit analysis.
4.  Due Diligence. Following execution of the term sheet and commitment letter on April 18, 2026, the due diligence process will commence on April 21, 2026, with a target completion date of May 30, 2026. Sandra Fleischer will circulate a comprehensive due diligence request list by April 21.
5.  Credit Agreement Drafting. Credit agreement drafting will be led by Broadwick & Thayer, with an execution-ready draft targeted for circulation by May 22, 2026. Calderwood & Harkness will provide a first-pass markup within 10 business days of receipt.
6.  Client Updates. Philip Hartmann will send a weekly status update to Priya Vasudeva and Viktor Strand commencing following the distribution of this memorandum. Weekly updates will cover the status of term sheet execution, due diligence, credit agreement drafting, syndication, and any other material developments.
8. Confidentiality Notice
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
This memorandum has been prepared by Calderwood & Harkness LLP for internal use in connection with its representation of Solara Digital Infrastructure LP and Solara Digital Acquisition Holdings LLC in the matter referenced above (Matter No. 1041-00002; Client No. CL-081273). This memorandum constitutes attorney work product prepared in anticipation of litigation and/or in connection with the provision of legal advice, and is protected from disclosure by the attorney-client privilege, the work product doctrine, and all other applicable privileges and protections.
This memorandum is intended solely for use by attorneys, paralegals, and staff of Calderwood & Harkness LLP assigned to this matter. This memorandum shall not be distributed outside the firm or to the client without the prior written approval of the responsible partner (Philip Hartmann). Any inadvertent disclosure of this memorandum to any unauthorized person does not constitute a waiver of any applicable privilege or protection.
If you have received this memorandum in error, please notify Marcus Leung immediately at (212) 555-0147 or marcus.leung@calderwoodharkness.com and destroy all copies.
Prepared by:
________________________________________
Marcus Leung Working Associate, Banking & Finance Calderwood & Harkness LLP
Date: April 10, 2026
Reviewed by:
________________________________________
Lisa Morrow Lead Associate, Banking & Finance Calderwood & Harkness LLP
Date: ________
Reviewed and Approved by:
________________________________________
Philip Hartmann Responsible Partner, Banking & Finance Calderwood & Harkness LLP
Date: ________
Prepared by: | Marcus Leung, Working Associate, Banking & Finance
Reviewed by: | Lisa Morrow, Lead Associate, Banking & Finance
Philip Hartmann, Responsible Partner, Banking & Finance
Matter: | Solara Digital Infrastructure LP — Platform Acquisition Financing
Matter Number: | 1041-00002
Client Number: | CL-081273
Re: | $200,000,000 Senior Secured Term Loan Facility — Acquisition of Meridian Cloud Solutions Inc.
Topic | Resolution | Status
EBITDA Add-Back Cap | 25% of LTM Adjusted EBITDA; add-backs must be factually supportable and reasonably expected to be realized within 18 months of the relevant calculation date | Agreed — to be drafted by Broadwick & Thayer
ECF Sweep — Voluntary Prepayment Netting | Dollar-for-dollar netting of voluntary prepayments against annual ECF sweep obligation | Agreed — to be drafted by Broadwick & Thayer
ECF Sweep — Step-Down Thresholds | 50% / 25% (at TNL ≤ 4.50x) / 0% (at TNL ≤ 3.50x); first sweep period FY ending 12/31/2026 | Confirmed as agreed
Market Flex — Spread | Capped at +37.5 bps (maximum Adj. Term SOFR + 512.5 bps) | Agreed — to be reflected in term sheet and commitment letter
Market Flex — OID | Capped at +37.5 bps additional (maximum OID of 2.375%) | Agreed — to be reflected in term sheet, commitment letter, and fee letter
Reporting — Monthly SaaS Metrics | ARR and net revenue retention rate delivered monthly (within 30 days of month-end); information-only with 15-business-day cure period | Agreed in principle — ARR definition to be drafted by Calderwood & Harkness
Reporting — Quarterly SaaS Metrics | Gross and net customer churn, ACV, and top-10 customer concentration delivered quarterly (within 60 days of quarter-end); information-only | Agreed in principle
Collateral — Excluded Assets | Narrow carve-out for enforceable anti-assignment provisions (subject to UCC Article 9 override); immaterial IP exclusion | Agreed in principle — Calderwood & Harkness to draft definition
Collateral — DACAs | All material operating accounts; DACAs to be delivered within 60 days post-closing; springing control | Agreed
Interest Rate (no change) | Adj. Term SOFR + 475 bps; SOFR floor 1.00%; credit spread adjustment 10 bps | Confirmed unchanged
OID (no change) | 2.00% ($4,000,000; net proceeds of $196,000,000) | Confirmed unchanged (subject to market flex)
Amortization (no change) | 1.0% per annum ($2,000,000/year; $500,000/quarter) | Confirmed unchanged
Soft Call (no change) | 101% premium for first 12 months post-closing; at par thereafter | Confirmed unchanged
Springing Leverage Covenant (no change) | 7.50x Total Net Leverage; tested only if revolving credit facility drawn > 35% | Confirmed unchanged
Maturity (no change) | 7 years from closing (target: June 30, 2033) | Confirmed unchanged
Action Item | Responsible Party | Deadline
Circulate revised Adjusted EBITDA definition incorporating 25% cap and 18-month realization requirement | Broadwick & Thayer (James Okoro) | April 14, 2026
Incorporate voluntary prepayment netting into ECF sweep definition | Broadwick & Thayer (James Okoro) | April 14, 2026
Revise market flex language to +37.5 bps / +37.5 bps in term sheet, commitment letter, and fee letter | Broadwick & Thayer (James Okoro) | April 14, 2026
Incorporate agreed reporting covenant framework (monthly ARR/NRR; quarterly churn/ACV/concentration; information-only designation; 15-business-day cure) into term sheet | Broadwick & Thayer (James Okoro) | April 14, 2026
Prepare draft ARR definition and methodology appendix for credit agreement | Calderwood & Harkness (Marcus Leung) | April 14, 2026
Prepare draft excluded assets definition for collateral section | Calderwood & Harkness (Lisa Morrow) | April 14, 2026
Review revised term sheet, commitment letter, and fee letter upon receipt from Broadwick & Thayer | Calderwood & Harkness (Lisa Morrow) | April 15, 2026
Circulate final execution versions of term sheet, commitment letter, and fee letter | Both counsel (joint responsibility) | April 16, 2026
Execute term sheet, commitment letter, and fee letter | Solara (Viktor Strand, authorized signatory) / Brindoval (Thomas Wilder) | April 18, 2026
Circulate initial draft security agreement and IP security agreement | Broadwick & Thayer | May 8, 2026

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

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