Priya, Thomas —
Please find attached the final agreed-form term sheet (Term_Sheet_Final_Execution_Version_04.16.2026.docx) for the $200,000,000 Senior Secured Term Loan Facility to be provided by Brindoval National Bank, N.A. (as Lead Arranger, Sole Bookrunner, and Administrative Agent) to Solara Digital Acquisition Holdings LLC, as Borrower, in connection with the acquisition of Meridian Cloud Solutions Inc.
We would ask that all parties review this execution version and confirm that they are prepared to execute by our target date of Saturday, April 18, 2026.
**Resolution of Open Points**
This final version incorporates all agreements reached during the April 7–14 negotiation sessions, including the April 10 call. I can confirm that all previously open negotiation points have been resolved and are now reflected in the attached, specifically:
- **EBITDA Add-Backs:** Add-back cap set at 25% of LTM Adjusted EBITDA. - **Excess Cash Flow Sweep:** 50% sweep, stepping down to 25% at Total Net Leverage ≤ 4.50x and to 0% at ≤ 3.50x, with netting of voluntary prepayments as agreed. - **Market Flex:** Compromise at +37.5 bps on spread and +37.5 bps on OID (reduced from the initially proposed +50 bps on each). - **Reporting Covenants:** Monthly ARR and key SaaS metrics within 30 days of month-end; annual audited financials within 120 days of fiscal year-end; quarterly unaudited financials within 60 days of quarter-end. - **All Other Terms:** Adjusted Term SOFR + 475 bps; SOFR floor of 1.00%; 10 bps credit spread adjustment; 2.00% OID; 7-year maturity targeting June 30, 2033; 1.0% annual amortization; 101% soft call protection for the first 12 months; springing Total Net Leverage covenant at 7.50x tested only when the Revolving Credit Facility is drawn > 35%; New York governing law.
**Commitment Letter and Fee Letter**
Catherine Hartwell and her team at Broadwick & Thayer are concurrently circulating the final execution versions of the commitment letter and fee letter for parallel execution on April 18. For reference:
- *Commitment Letter:* $200,000,000 commitment from Brindoval, with a 45-day expiration (targeting June 2, 2026), SunGard closing conditions, and limited conditionality provisions as negotiated. - *Fee Letter:* Arrangement fee of 1.50% ($3,000,000); structuring fee of $500,000; OID of 2.00% ($4,000,000). All borrower comments have been incorporated.
Catherine — could you confirm separately the status and anticipated timing for circulation of those documents? Thank you.
**Execution Logistics**
To ensure we meet the April 18 target:
- *Priya* — please arrange for execution by Solara Digital Acquisition Holdings LLC, with Viktor Strand signing as authorized signatory. - *Thomas* — please arrange for execution on behalf of Brindoval National Bank, N.A.
We would suggest that PDF signature pages be exchanged by email on April 18, with originals to follow by overnight courier. If any final confirmations are needed before signature pages are released, I would propose a brief call the morning of April 18 — please let us know your availability and we will circulate a dial-in.
**Next Steps After Execution**
Upon execution of the term sheet, commitment letter, and fee letter, Calderwood & Harkness will work with Broadwick & Thayer to transition promptly into definitive credit agreement documentation on the following indicative timeline:
- Execution-ready draft credit agreement: May 22, 2026 - Credit agreement signing: June 16, 2026 - Closing and funding: June 30, 2026
The due diligence period is expected to commence on April 21, and we will circulate the authorization letter for information sharing with the lender group early next week. We will also continue to coordinate with Richard Fontaine and the team at Alderton Paige to ensure alignment between the financing documents and the acquisition agreement.
I want to express our appreciation to everyone on this distribution for the collaborative effort in reaching agreement on the term sheet within the targeted timeframe. Please do not hesitate to reach out with any questions or comments before the April 18 execution date.
Best regards,
**Philip Hartmann** Senior Partner Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, NY 10006 T: (212) 558-4000 E: phartmann@calderwoodharkness.com
Matter Ref: 1041-00002 / CL-081273
---
*CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, is sent by the law firm of Calderwood & Harkness LLP and is intended only for the use of the individual or entity to which it is addressed. It may contain information that is privileged, confidential, and/or exempt from disclosure under applicable law, including attorney-client privilege and/or work product doctrine. If you are not the intended recipient, you are hereby notified that any dissemination, distribution, copying, or other use of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately by reply e-mail and permanently delete the original message and any copies. Thank you.*