CONFIDENTIAL — TERM SHEET

CONFIDENTIAL — TERM SHEET
Senior Secured Term Loan Facility
March 21, 2026
Prepared by: Brindoval National Bank, N.A., as Sole Lead Arranger and Sole Bookrunner Prepared with the assistance of Broadwick & Thayer LLP Internal Reference: CNB-TLF-2026-0389  
This Term Sheet is for discussion purposes only and does not constitute a commitment or obligation to lend. Binding obligations shall arise only upon execution of definitive documentation. All terms and conditions set forth herein are indicative and subject to further negotiation, credit approval, due diligence, and the preparation and execution of mutually satisfactory definitive loan documentation, including a credit agreement, pledge and security agreements, and all related ancillary documents.
Right-click to update Table of Contents
Section 1: Transaction Overview
Transaction Description
Solara Digital Infrastructure LP (the "Sponsor"), acting through Solara Digital Acquisition Holdings LLC (the "Borrower"), a newly formed Delaware limited liability company and wholly owned subsidiary of Solara Digital Infrastructure Fund IV LP ("Fund IV"), will acquire one hundred percent (100%) of the outstanding equity interests of Meridian Cloud Solutions Inc. (the "Target" or "Meridian"), a Delaware corporation, from its existing shareholders (the "Acquisition"). The Acquisition will be structured as a purchase of all of the issued and outstanding shares of capital stock of Meridian by the Borrower, and will be consummated pursuant to a definitive stock purchase agreement to be entered into among the Borrower, the selling shareholders of Meridian, and the Sponsor (the "Acquisition Agreement"). The Acquisition is expected to close on or about June 30, 2026, subject to the satisfaction or waiver of customary closing conditions, including the receipt of all required governmental and third-party approvals.
Enterprise Value / Purchase Price
The aggregate enterprise value of Meridian, and the total consideration to be paid to the existing shareholders of Meridian in connection with the Acquisition, is Three Hundred Fifteen Million Dollars ($315,000,000) (the "Purchase Price"), subject to customary working capital and other post-closing purchase price adjustments as set forth in the Acquisition Agreement.
Target Description
Meridian Cloud Solutions Inc. is a cloud-native software-as-a-service ("SaaS") platform providing portfolio analytics, risk reporting, investor reporting, and data aggregation tools to mid-market asset managers, registered investment advisors, and family offices. Meridian's platform serves a diversified base of institutional and wealth management clients, delivering mission-critical data infrastructure that supports investment decision-making, regulatory compliance, and investor communications. Meridian is headquartered at 450 Technology Parkway, Suite 800, Austin, Texas 78759, and maintains additional offices in support of its sales, engineering, and client success operations.
Target Key Financial Metrics (LTM Period Ending December 31, 2025)
The following key financial metrics for Meridian are based on the last twelve months ("LTM") ending December 31, 2025, as provided by the Sponsor and subject to confirmatory due diligence by the Administrative Agent and its advisors:
Enterprise Value Multiple
Based on the foregoing LTM Adjusted EBITDA of $18,700,000, the implied enterprise value multiple is approximately 16.84x LTM Adjusted EBITDA (i.e., $315,000,000 ÷ $18,700,000 ≈ 16.84x). As is customary in the evaluation of high-growth SaaS businesses, the Administrative Agent and prospective lenders will also evaluate the Acquisition on the basis of enterprise value to ARR and related recurring revenue-based valuation metrics.
Section 2: Sources and Uses
Sources of Funds
The Acquisition and related transactions will be financed through the following sources:
The equity contribution from Fund IV represents approximately 41.3% of the total enterprise value of Meridian, reflecting a substantial equity cushion supporting the credit structure. In addition, the parties note that Jason Tremblay, a founder and key executive of Meridian, is expected to roll over approximately Twenty Million Dollars ($20,000,000) of his existing equity ownership into equity of Solara Digital Acquisition Holdings LLC or an affiliated acquisition vehicle in connection with the Acquisition. Such rollover amount will reduce the aggregate cash proceeds payable to the selling shareholders at the closing of the Acquisition by a corresponding amount but does not affect the total Sources and Uses set forth herein. The rollover equity will be treated as part of the equity capitalization of the Borrower for purposes of the credit facility. 
Uses of Funds
The proceeds from the foregoing sources will be applied as follows:
Estimated transaction fees and expenses include, without limitation, the arrangement fee, structuring fee, original issue discount, legal fees and expenses (including fees and expenses of lender's counsel, Broadwick & Thayer LLP, and borrower's counsel), accounting and tax advisory fees, due diligence expenses, title and lien search costs, insurance costs, filing fees, and other customary transaction costs. The Cash to Balance Sheet amount represents a working capital reserve intended to provide the Borrower with adequate liquidity immediately following the closing of the Acquisition.
Section 3: Parties
Borrower
Solara Digital Acquisition Holdings LLC, a newly formed Delaware limited liability company (anticipated Delaware Secretary of State File No. 7531209, to be filed prior to closing), wholly owned by Solara Digital Infrastructure Fund IV LP. The Borrower has been organized for the sole purpose of effecting the Acquisition and will serve as the primary obligor under the Credit Agreement and related loan documents.
Sponsor / Sponsor Guarantor
Solara Digital Infrastructure LP, a Delaware limited partnership (Delaware Secretary of State File No. 7294185), with its principal office at 1700 Market Street, Suite 2400, Wilmington, Delaware 19801. The Sponsor is a technology-focused private equity firm that manages investments through a series of dedicated funds. Solara Digital Infrastructure Fund IV LP is the fund vehicle through which the Sponsor will make the equity investment in the Borrower.
General Partner of Sponsor
Solara Digital GP LLC, a Delaware limited liability company, serves as the general partner of Solara Digital Infrastructure LP and exercises management and investment authority over the Sponsor and its affiliated fund vehicles.
Guarantors
The following entities shall each serve as Guarantors under the Credit Agreement and related loan documents:
(a) Solara Digital Infrastructure LP (limited recourse sponsor guaranty, as further described in Section 17 below);
(b) Meridian Cloud Solutions Inc. (post-closing, upon consummation of the Acquisition); and
(c) Each material domestic subsidiary of Meridian Cloud Solutions Inc. existing as of the Closing Date or formed or acquired after the Closing Date (collectively, together with the entities identified in clauses (a) and (b) above, the "Guarantors").
Each Guarantor (other than the Sponsor, whose guaranty is limited in scope as described in Section 17) shall provide a full and unconditional guaranty of all obligations of the Borrower under the Credit Agreement and related loan documents.
Administrative Agent
Brindoval National Bank, N.A. (the "Administrative Agent" or the "Agent"), with its principal office at 383 Madison Avenue, 14th Floor, New York, New York 10179. The Administrative Agent will serve as the administrative agent and collateral agent under the Credit Agreement and related loan documents, acting on behalf of itself and the Lenders.
Sole Lead Arranger and Sole Bookrunner
Brindoval National Bank, N.A., acting in its capacity as Sole Lead Arranger and Sole Bookrunner for the Facility.
Lenders
Brindoval National Bank, N.A., and such additional financial institutions as may become party to the Credit Agreement through syndication, assignment, or participation in accordance with the terms of the Credit Agreement. The identity and number of additional Lenders will be determined through the syndication process described in Section 15 below.
Section 4: Facility Terms
4.1 Type of Facility
Senior Secured Term Loan Facility (the "Facility" or the "Term Loan"). The Facility is structured as a single-tranche senior secured term loan, with the entire principal amount to be drawn in a single advance on the Closing Date. The Facility will rank senior in right of payment and lien priority to all other indebtedness of the Borrower and the Guarantors, subject only to customary carve-outs for statutory priority liens.
4.2 Facility Amount
Two Hundred Million Dollars ($200,000,000).
4.3 Purpose
The proceeds of the Term Loan shall be used by the Borrower solely for the following purposes:
(a) To finance, in part, the Acquisition of 100% of the outstanding equity interests of Meridian Cloud Solutions Inc.;
(b) To pay fees, costs, and expenses incurred in connection with the Acquisition and the establishment of the Facility; and
(c) For general corporate purposes  of the Borrower and its subsidiaries.
The Borrower shall not use any proceeds of the Term Loan for any purpose not permitted by the Credit Agreement, including without limitation for the purpose of purchasing or carrying "margin stock" (as defined in Regulation U of the Board of Governors of the Federal Reserve System) or for any purpose that would violate applicable law, including anti-corruption laws and sanctions.
4.4 Availability
The Term Loan shall be available for a single draw in the full amount of Two Hundred Million Dollars ($200,000,000) on the Closing Date, subject to the satisfaction or waiver of all conditions precedent to funding as set forth in Section 14 of this Term Sheet and in the Credit Agreement. Once drawn, amounts repaid or prepaid under the Term Loan may not be reborrowed.
4.5 Maturity Date
The maturity date of the Term Loan shall be the date that is seven (7) years from the Closing Date (the "Maturity Date"). Based on a targeted Closing Date of June 30, 2026, the Maturity Date would be June 30, 2033. All outstanding principal, together with accrued and unpaid interest, fees, and all other amounts owing under the Credit Agreement, shall be due and payable in full on the Maturity Date.
4.6 Closing Date
The Closing Date shall be the date on which all conditions precedent to funding set forth in Section 14 of this Term Sheet and the Credit Agreement have been satisfied or waived by the Administrative Agent, and the initial funding of the Term Loan occurs. The parties are targeting a Closing Date of June 30, 2026. The consummation of the Acquisition shall occur substantially simultaneously with the initial funding of the Term Loan on the Closing Date.
Section 5: Interest Rate and Fees
5.1 Interest Rate
The Term Loan shall bear interest, at the election of the Borrower, at one of the following rates:
SOFR-Based Rate Option
Benchmark Rate: Adjusted Term SOFR (the forward-looking term rate based on the Secured Overnight Financing Rate, as published by CME Group Benchmark Administration Limited or any successor administrator designated by the Federal Reserve Bank of New York or a committee officially endorsed or convened by the Federal Reserve Bank of New York for the purpose of recommending a forward-looking term rate based on SOFR).
Applicable Margin: Four Hundred Seventy-Five (475) basis points (4.75%) per annum.
All-in Rate: Adjusted Term SOFR +  475 bps per annum.
SOFR Floor:   In no event shall Adjusted Term SOFR (before application of the  ) be deemed to be less than   per annum for purposes of calculating the interest rate applicable to the Term Loan.
Interest Periods: The Borrower may select Interest Periods of one (1), three (3), or six (6) months for SOFR-based borrowings. The selection of Interest Periods shall be made by the Borrower in accordance with the notice provisions set forth in the Credit Agreement.
Interest Payment Dates: Interest on SOFR-based borrowings shall be payable in arrears on the last business day of each Interest Period. For any Interest Period exceeding three (3) months in duration, interest shall also be payable on the date that is three (3) months after the commencement of such Interest Period and on each successive three-month anniversary thereafter during such Interest Period.
Day Count Convention: Interest on SOFR-based borrowings shall be computed on the basis of an Actual/360 day count convention (i.e., calculated on the basis of the actual number of days elapsed in a year of 360 days).
Base Rate Option
As an alternative to SOFR-based borrowings, the Borrower may elect to have all or any portion of the outstanding Term Loan bear interest at the Base Rate, defined as follows:
Base Rate: The highest of (a) the Federal Funds Effective Rate plus 0.50%, (b) the Administrative Agent's prime rate as publicly announced from time to time, and (c) Adjusted Term SOFR for a one-month Interest Period plus 1.00%.
Applicable Margin for Base Rate Loans: Three Hundred Seventy-Five (375) basis points (3.75%) per annum.
Interest on Base Rate borrowings shall be payable in arrears on the last business day of each calendar quarter and on the Maturity Date. Interest on Base Rate borrowings shall be computed on the basis of an Actual/365 (or 366, as applicable) day count convention.
5.2 Default Rate
Upon the occurrence and during the continuance of any Event of Default (as defined in Section 13 of this Term Sheet and in the Credit Agreement), the outstanding principal balance of the Term Loan, and to the extent permitted by applicable law, any overdue interest, fees, or other amounts owing under the Credit Agreement, shall bear interest at an additional rate of two percent (2.00%) per annum (i.e., 200 basis points) above the interest rate that would otherwise be applicable to such amounts (the "Default Rate"). The Default Rate shall apply automatically upon the occurrence of a payment Event of Default and, with respect to other Events of Default, upon written notice from the Administrative Agent to the Borrower. Interest at the Default Rate shall be payable on demand. 
5.3 Original Issue discount (OID)
The Term Loan will be issued with an original issue discount of two percent (2.00%) of the aggregate principal amount of the Term Loan, calculated as follows:
OID Amount: $200,000,000 × 2.00% = $4,000,000
Net Proceeds to Borrower at Funding: $200,000,000 − $4,000,000 = $196,000,000
The OID shall be deducted from the gross proceeds of the Term Loan at funding. The Borrower shall be obligated to repay the full principal amount of Two Hundred Million Dollars ($200,000,000) notwithstanding that the net proceeds received by the Borrower at funding will be $196,000,000. The OID shall be earned by the Lenders upon funding and shall not be refundable under any circumstances.
5.4 Arrangement Fee
An arrangement fee equal to one and one-half percent (1.50%) of the total commitment amount of the Term Loan shall be payable by the Borrower to Brindoval National Bank, N.A. in its capacity as Sole Lead Arranger, calculated as follows:
Arrangement Fee: $200,000,000 × 1.50% = $3,000,000
The arrangement fee shall be payable in full at the closing of the Facility on the Closing Date. The arrangement fee shall be deemed fully earned upon   and shall be non-refundable  .
5.5 Structuring Fee
A flat structuring fee of Five Hundred Thousand Dollars ($500,000) shall be payable by the Borrower to Brindoval National Bank, N.A. in its capacity as Sole Lead Arranger and structuring agent. The structuring fee shall be payable in full at the closing of the Facility on the Closing Date. The structuring fee shall be deemed fully earned upon   and shall be non-refundable  .
5.6 Administrative Agent Fee
An annual administrative agent fee in an amount to be   shall be payable by the Borrower to Brindoval National Bank, N.A. in its capacity as Administrative Agent under the Credit Agreement. The administrative agent fee shall be payable in advance on the Closing Date and on each anniversary of the Closing Date thereafter during the term of the Facility. The annual administrative agent fee is intended to compensate the Administrative Agent for ongoing administrative, monitoring, and servicing functions performed under the Credit Agreement.
5.7 Undrawn Commitment Fee
In the event that a delayed draw tranche is added to the Facility (whether at the request of the Borrower or as a result of structural modifications made in connection with syndication), the Borrower shall pay an undrawn commitment fee of fifty basis points (0.50%) per annum on the daily average undrawn amount of any such unfunded commitments. The undrawn commitment fee shall be payable quarterly in arrears on the last business day of each calendar quarter and on the date on which the undrawn commitments are terminated or expire. As of the date of this Term Sheet, the Facility is structured as a fully funded term loan, and the undrawn commitment fee is not currently applicable.
Section 6: Amortization and Repayment
6.1 Scheduled Amortization
The Term Loan shall amortize in an amount equal to one percent (1.0%) per annum of the original aggregate principal amount of the Term Loan ($200,000,000), resulting in scheduled annual amortization payments of Two Million Dollars ($2,000,000), payable in equal quarterly installments of Five Hundred Thousand Dollars ($500,000) each.
The first quarterly amortization payment shall be due and payable on the last business day of the first full fiscal quarter of the Borrower ending after the Closing Date. Subsequent quarterly amortization payments shall be due and payable on the last business day of each fiscal quarter thereafter until the Maturity Date. The entire remaining outstanding principal balance of the Term Loan, together with all accrued and unpaid interest, fees, and other amounts owing under the Credit Agreement, shall be due and payable in full on the Maturity Date.
Amortization payments shall be applied to reduce the outstanding principal amount of the Term Loan in the order of maturity (i.e., applied to the next succeeding scheduled installments in direct order of maturity).
6.2 Voluntary Prepayment
The Borrower may, at its option, prepay the outstanding principal amount of the Term Loan, in whole or in part, at any time, subject to the following terms and conditions:
(a) Minimum Prepayment Amount: Each voluntary partial prepayment shall be in a minimum principal amount of One Million Dollars ($1,000,000) and in integral multiples of Five Hundred Thousand Dollars ($500,000) in excess thereof (or, if less, the entire remaining outstanding principal balance of the Term Loan).
(b) Notice: The Borrower shall provide the Administrative Agent with written notice of any voluntary prepayment not less than three (3) business days prior to the date of such prepayment (or one (1) business day in the case of Base Rate borrowings), specifying the prepayment date, the principal amount to be prepaid, and whether the prepayment is to be applied to SOFR-based borrowings, Base Rate borrowings, or a combination thereof.
(c) Breakage Costs: Any voluntary prepayment of SOFR-based borrowings on a date other than the last day of the applicable Interest Period shall be accompanied by payment of  , if any, incurred by the Lenders as a result of such prepayment. 
(d) Call Protection: During the first   months following the Closing Date, any voluntary prepayment of the Term Loan (whether in whole or in part) shall be accompanied by a prepayment premium equal to one percent (1.0%) of the principal amount prepaid (i.e., the "101% soft call"). After the expiration of such   period, voluntary prepayments may be made at par, without premium or penalty.
(e) Application of Prepayments: Voluntary prepayments shall be applied to reduce the outstanding principal amount of the Term Loan in inverse order of maturity (i.e., applied first to the final maturity payment, then to the next preceding scheduled installments in reverse chronological order), unless otherwise agreed by the Required Lenders.
6.3 Mandatory Prepayments
The Borrower shall be required to make mandatory prepayments of the outstanding principal amount of the Term Loan from the following sources and in the following circumstances:
6.3.1 Asset Sales
  of the net cash proceeds received by the Borrower or any of its subsidiaries from any asset sale, disposition, casualty event, or other transfer of property (other than dispositions in the ordinary course of business, dispositions of obsolete or worn-out equipment, and other customary exceptions to be set forth in the Credit Agreement) shall be applied to prepay the outstanding principal amount of the Term Loan, subject to the following:
(a) De Minimis Basket: Net cash proceeds from asset sales in any fiscal year that do not exceed   in the aggregate during such fiscal year shall not be subject to the mandatory prepayment requirement.
(b) Reinvestment Rights: The Borrower shall have the right to reinvest net cash proceeds that would otherwise be required to be applied to mandatory prepayments, provided that (i) such reinvestment is made in assets useful in the business of the Borrower and its subsidiaries within three hundred sixty-five (365) days following receipt of such net cash proceeds, and (ii) if the Borrower has entered into a   to reinvest such net cash proceeds within the initial 365-day period, the Borrower shall have an additional one hundred eighty (180) days from the expiration of such initial period to complete such reinvestment. Any net cash proceeds not reinvested within the applicable time period shall be applied to prepay the Term Loan promptly upon the expiration of such period.
6.3.2 Debt Issuances
One hundred percent (100%) of the net cash proceeds received by the Borrower or any Guarantor from the issuance or incurrence of any indebtedness (other than Permitted Debt, as such term will be defined in the Credit Agreement) shall be applied to prepay the outstanding principal amount of the Term Loan promptly upon receipt of such net cash proceeds. For the avoidance of doubt, this mandatory prepayment requirement shall not apply to any indebtedness expressly permitted to be incurred under the negative covenants of the Credit Agreement.
6.3.3 Excess Cash Flow (ECF) Sweep
The Borrower shall make annual mandatory prepayments of the outstanding principal amount of the Term Loan from Excess Cash Flow, determined and payable as follows:
ECF Sweep Percentage: The applicable percentage of Excess Cash Flow for each fiscal year that shall be applied to mandatory prepayment is as follows:
First ECF Sweep Period: The first fiscal year to which the Excess Cash Flow sweep shall apply is the fiscal year ending December 31, 2026. The ECF sweep for such fiscal year shall be calculated on the basis of the Borrower's actual Excess Cash Flow for the period from the Closing Date through December 31, 2026 (annualized to the extent required by the Credit Agreement).
Payment Timing: The ECF sweep payment for each applicable fiscal year shall be due and payable within ten (10) business days following the date on which the Borrower delivers its annual audited financial statements for such fiscal year to the Administrative Agent in accordance with the financial reporting covenants of the Credit Agreement.
ECF Definition: "Excess Cash Flow" for any period shall mean the sum of:
(i) Consolidated net income for such period;
plus (ii) depreciation and amortization expense for such period;
plus or minus (iii) changes in working capital during such period ;
minus (iv) capital expenditures made during such period (to the extent funded from internally generated cash flow and not financed with the proceeds of indebtedness);
minus (v) scheduled debt service (including scheduled amortization payments) paid during such period;
minus (vi) cash taxes actually paid during such period;
minus (vii) cash consideration paid in connection with permitted acquisitions and permitted investments made during such period (to the extent funded from internally generated cash flow and not financed with the proceeds of indebtedness or equity issuances);
minus (viii) voluntary prepayments of the Term Loan made during such period (to the extent not previously deducted );
as further defined and adjusted in the Credit Agreement.
De Minimis Threshold: Notwithstanding the foregoing, no ECF sweep payment shall be required for any fiscal year if the calculated sweep amount (i.e., the applicable ECF sweep percentage multiplied by Excess Cash Flow) is less than  .
Mandatory prepayments under this Section 6.3 shall be applied to reduce the outstanding principal amount of the Term Loan in direct order of maturity (i.e., applied first to the next succeeding scheduled installment, then to the subsequent installments in chronological order), and shall be made without premium or penalty (other than customary breakage costs, if applicable).
Section 7: Leverage Metrics (Indicative)
The following leverage metrics are provided for indicative purposes only, based on the financial information provided by the Sponsor with respect to Meridian's LTM performance as of December 31, 2025, and are subject to confirmatory due diligence, adjustment, and final determination in connection with the closing of the Facility:
The Administrative Agent and the Lenders acknowledge that the closing leverage, when measured on a traditional Total Debt / LTM Adjusted EBITDA basis, reflects the high-growth nature of Meridian's business and the associated reinvestment of cash flows into platform development, sales, and customer acquisition. As is customary in the evaluation of sponsor-backed acquisitions of SaaS platform businesses, leverage will be evaluated on a multi-metric basis, with particular emphasis on the Debt / ARR ratio. A Closing Debt / ARR multiple of approximately 3.21x is within the range observed in comparable recent sponsor-backed SaaS acquisition financings.
The foregoing metrics are based on the assumption that Total Debt at closing equals the face amount of the Term Loan ($200,000,000) and that Meridian has no other funded debt outstanding at the time of closing. Adjusted EBITDA and ARR are subject to the definitions and adjustments to be set forth in the Credit Agreement, and the final leverage metrics may differ from the indicative figures presented herein.
Section 8: Collateral
8.1 Security Interest
The obligations of the Borrower under the Credit Agreement and related loan documents shall be secured by a first-priority perfected security interest (subject only to customary permitted liens) in substantially all assets of the Borrower, Meridian Cloud Solutions Inc. (post-closing, upon consummation of the Acquisition), and each Guarantor. The security interests shall be granted pursuant to one or more pledge and security agreements and related collateral documents to be entered into on or prior to the Closing Date (or within agreed post-closing periods, as applicable).
8.2 Pledged Assets (Inclusive, Non-Exhaustive)
The collateral package securing the obligations under the Credit Agreement shall include, without limitation, the following categories of assets:
Equity Interests: One hundred percent (100%) of the equity interests (including membership interests, partnership interests, and capital stock, as applicable) in each direct and indirect domestic subsidiary of the Borrower and Meridian; sixty-five percent (65%) of the voting equity interests and one hundred percent (100%) of the non-voting equity interests of each first-tier foreign subsidiary (if any). All pledged equity interests shall be evidenced by certificated securities (or, in the case of uncertificated interests, by notation in the applicable company's books and records), and the Borrower shall deliver all certificates, stock powers, and transfer instruments required by the Administrative Agent in connection therewith.
intellectual Property: All patents, patent applications, trademarks, trademark registrations and applications, service marks, copyrights, copyright registrations and applications, trade secrets, proprietary software (including source code, to the extent pledgeable), object code, domain names, URLs, and all other intellectual property rights owned by or licensed to the Borrower, Meridian, or any Guarantor (including licenses to the extent assignable without the consent of third parties or to the extent such consent has been obtained).  Appropriate IP security agreements and supplemental filings with the United States Patent and Trademark Office and the United States Copyright Office shall be made on or prior to the Closing Date (or within agreed post-closing periods).
Accounts Receivable: All accounts, payment intangibles, receivables, contract rights, and other rights to payment, including but not limited to subscription fees, recurring revenue, professional services fees, and any other amounts receivable by the Borrower, Meridian, or any Guarantor in the ordinary course of business.
Equipment: All equipment, fixtures, machinery, vehicles, furniture, and tangible personal property of every kind and description owned by the Borrower, Meridian, or any Guarantor.
Deposit Accounts: All deposit accounts (including operating accounts, payroll accounts, reserve accounts, and concentration accounts) maintained by the Borrower, Meridian, or any Guarantor with any depository institution. Deposit account control agreements ("DACAs") in form and substance satisfactory to the Administrative Agent shall be entered into with each applicable depository bank on or prior to the Closing Date (or within agreed post-closing periods). 
General Intangibles: All general intangibles, contract rights, permits, licenses, franchises, customer lists, supplier lists, goodwill, and other intangible personal property of the Borrower, Meridian, and each Guarantor.
Proceeds: All proceeds, products, rents, profits, and accessions of and to the foregoing, whether now existing or hereafter arising, in each case to the fullest extent permitted by applicable law.
8.3 UCC Filings
UCC-1 financing statements shall be filed with the Delaware Secretary of State (or the applicable filing office of the state of organization) with respect to the Borrower and Meridian Cloud Solutions Inc., covering all personal property collateral described above. Additional UCC-1 financing statements shall be filed in such other jurisdictions as may be required to perfect the Administrative Agent's security interest in all collateral, including any jurisdictions in which the Borrower, Meridian, or any Guarantor maintains tangible personal property or other assets subject to local filing requirements. The Administrative Agent shall have the right to file continuation statements, amendments, and other filings as necessary to maintain the perfection and priority of the security interests.
8.4 Excluded Assets
The collateral package shall be subject to customary exclusions, to be agreed upon in the definitive loan documentation, including without limitation:
(a) Assets subject to contractual anti-assignment provisions (to the extent such restrictions on assignment are enforceable under applicable law, including Sections 9-406 and 9-408 of the Uniform Commercial Code, and cannot be overridden);
(b) Certain immaterial or de minimis equity interests (to the extent mutually agreed);
(c) Assets the pledging of which would result in material adverse tax consequences to the Borrower or any of its subsidiaries (including, without limitation, the pledge of more than 65% of the voting equity interests of any first-tier foreign subsidiary);
(d) Leasehold interests (unless required by the Administrative Agent);
(e) Motor vehicles and other assets subject to certificate-of-title statutes (unless a notation of lien can be obtained without undue burden or expense);
(f) Intent-to-use trademark applications to the extent that a pledge thereof would impair the validity or enforceability of such applications under applicable law; 
(g)  
The specific scope of excluded assets shall be subject to further negotiation and shall be set forth in detail in the pledge and security agreements and the Credit Agreement.
Section 9: Financial Covenants
9.1 Springing Total Net Leverage Ratio
The Credit Agreement shall include a single financial maintenance covenant, structured as a springing Total Net Leverage Ratio covenant, as follows:
Covenant Level: The Borrower shall not permit the Total Net Leverage Ratio, as of the last day of any fiscal quarter in which the covenant is required to be tested, to exceed 7.50 to 1.00.
Testing Frequency: The Total Net Leverage Ratio shall be tested on a quarterly basis, as of the last day of each fiscal quarter, on the basis of the trailing four (4) consecutive fiscal quarters then ended. Testing shall commence with the first full fiscal quarter ending after the Closing Date.
Springing Trigger: The Total Net Leverage Ratio covenant shall be tested only if, as of the last day of any fiscal quarter, the aggregate outstanding principal amount of borrowings under any revolving credit facility provided under the Credit Agreement (if a revolving facility tranche is added to the Facility, whether at closing or thereafter) exceeds   of the total revolving credit commitments in effect as of such date. If no revolving credit facility is established under the Credit Agreement, or if revolving borrowings do not exceed the   threshold, the Total Net Leverage Ratio covenant shall not be tested for such fiscal quarter.
Covenant-Lite Structure: The Term Loan is structured as a "covenant-lite" facility with respect to financial maintenance covenants. No financial maintenance covenant shall be applicable to the Term Loan on a standalone basis; the springing Total Net Leverage Ratio covenant is linked to the utilization of any revolving credit facility and is not triggered by the outstanding balance of the Term Loan alone.
9.2 Definitions (Key)
Total Net Leverage Ratio: The ratio of (a) Consolidated Total Debt as of the date of determination, minus Unrestricted Cash and Cash Equivalents of the Borrower and its restricted subsidiaries as of such date (the amount of Unrestricted Cash and Cash Equivalents so netted not to exceed  ), to (b) Consolidated Adjusted EBITDA for the trailing four (4) fiscal quarters ending on or most recently prior to such date.
Adjusted EBITDA: The definition of "Adjusted EBITDA" (also referred to as "Consolidated Adjusted EBITDA") shall be set forth in detail in the Credit Agreement and is expected to include customary adjustments, including add-backs for:
(i) non-cash charges and expenses (including non-cash stock-based compensation expense);
(ii) restructuring and integration costs incurred in connection with the Acquisition or permitted acquisitions  (subject to a cap to be negotiated);
(iii) transaction-related fees and expenses ;
(iv) pro forma cost savings and synergies reasonably expected to be realized within a specified period (subject to a cap to be negotiated, expected to be no greater than   of Adjusted EBITDA before such add-back, and a realization period of  ); 
(v) extraordinary, unusual, or non-recurring losses, charges, and expenses; 
(vi) other customary add-backs and adjustments typical of sponsor-backed SaaS acquisition credit facilities. 
The specific add-backs, exclusions, and limitations applicable to the definition of Adjusted EBITDA shall be the subject of further negotiation between the parties and shall be finalized in the Credit Agreement.
Section 10: Negative Covenants
The Credit Agreement shall contain negative covenants that are customary for sponsor-backed SaaS acquisition financings of this type, which shall restrict the Borrower and its restricted subsidiaries from taking certain actions without the prior written consent of the Required Lenders (or, in certain cases, the Administrative Agent). The negative covenants shall be subject to customary exceptions, baskets, thresholds, and qualifications, which shall be negotiated and set forth in detail in the Credit Agreement. The following is a summary of the anticipated negative covenants:
10.1 Indebtedness
The Borrower shall not, and shall not permit any of its restricted subsidiaries to, create, incur, assume, guarantee, or otherwise become directly or indirectly liable with respect to any indebtedness, except for Permitted Debt. Customary exceptions and permitted baskets are expected to include, without limitation:
(a) indebtedness under the Credit Agreement and the loan documents;
(b) existing indebtedness outstanding on the Closing Date (to be identified on a schedule) ;
(c) capital lease obligations (subject to a basket amount to be  );
(d) purchase money indebtedness incurred to finance the acquisition of equipment or other fixed assets (subject to a basket amount to be  );
(e) intercompany indebtedness among the Borrower and its restricted subsidiaries (subject to customary subordination provisions) ;
(f) indebtedness incurred under an incremental facility (subject to compliance with a leverage-based incurrence test, to be negotiated); 
(g) a general unsecured indebtedness basket ( ); and
(h) other customary exceptions as set forth in the Credit Agreement.
10.2 Liens
The Borrower shall not, and shall not permit any of its restricted subsidiaries to, create, incur, assume, or permit to exist any lien on any property or asset of the Borrower or any restricted subsidiary, except for liens expressly permitted under the Credit Agreement. Customary exceptions are expected to include:
(a) liens securing obligations under the Credit Agreement and the loan documents;
(b) purchase money liens and liens securing capital lease obligations (in each case, limited to the assets financed thereby);
(c) existing liens disclosed on a schedule and any extensions, renewals, or replacements thereof;
(d) liens securing Permitted Debt (to the extent such debt is permitted to be secured) ;
(e) statutory liens (including tax liens, mechanic's liens, and landlord's liens) arising in the ordinary course of business;
(f) a general lien basket ( ); 
  other customary exceptions as set forth in the Credit Agreement.
10.3 Restricted Payments
The Borrower shall not, and shall not permit any of its restricted subsidiaries to, declare or make any dividend or other distribution on account of any equity interests, or purchase, redeem, retire, or otherwise acquire any equity interests, or make any other restricted payment, except as expressly permitted under the Credit Agreement. Customary exceptions are expected to include:
(a) distributions to fund tax liabilities of the Sponsor and its affiliates attributable to the Borrower and its subsidiaries ;
(b) distributions funded with proceeds of equity issuances by the Borrower;
(c) a builder basket based on a percentage of retained Excess Cash Flow (after giving effect to mandatory ECF sweep payments) and   net cash proceeds of equity issuances ;
(d) restricted payments in an aggregate amount not to exceed a general basket ( ); 
(e)  
10.4 Investments
The Borrower shall not, and shall not permit any of its restricted subsidiaries to, make or hold any investment, loan, advance, or capital contribution in or to any other person, except as expressly permitted under the Credit Agreement. Customary exceptions are expected to include:
(a) investments existing on the Closing Date (to be identified on a schedule);
(b) investments in subsidiaries (subject to customary conditions);
(c) permitted acquisitions (subject to compliance with conditions to be negotiated, including pro forma compliance with financial covenants, absence of defaults, and delivery of financial information to the Administrative Agent); 
(d) investments in cash equivalents and short-term marketable securities;
(e) a general investment basket ( ); 
(f)  
10.5 Asset Sales
The Borrower shall not, and shall not permit any of its restricted subsidiaries to, sell, transfer, lease, or otherwise dispose of any asset or property (including equity interests of any subsidiary) outside the ordinary course of business, except as expressly permitted under the Credit Agreement. Asset sales that are permitted shall be subject to the mandatory prepayment provisions and reinvestment rights described in Section 6.3.1 of this Term Sheet. Customary exceptions for ordinary course dispositions, dispositions of obsolete or worn-out property, and other de minimis transactions shall be included. 
10.6 Affiliate Transactions
The Borrower shall not, and shall not permit any of its restricted subsidiaries to, enter into or permit to exist any transaction or series of transactions with any affiliate of the Borrower (other than the Borrower's restricted subsidiaries), unless such transaction is on terms that are no less favorable to the Borrower or such restricted subsidiary than those that would be obtained in a comparable arm's-length transaction with a non-affiliated party. Transactions with affiliates involving aggregate consideration in excess of   shall require the approval of the board of directors (or equivalent governing body) of the Borrower, including a majority of the disinterested directors (or members). Customary exceptions for management fees, compensation arrangements, and intercompany transactions shall be included. 
10.7 Fundamental Changes
The Borrower shall not, and shall not permit any of its restricted subsidiaries to, merge with or into or consolidate with any other person, liquidate, wind up, or dissolve, or sell, transfer, or otherwise dispose of all or substantially all of its assets, except as expressly permitted under the Credit Agreement. Customary exceptions are expected to include:
(a) mergers of a restricted subsidiary into the Borrower or another restricted subsidiary (so long as the surviving entity is a Guarantor or becomes a Guarantor);
(b) internal reorganizations that do not adversely affect the interests of the Lenders;
(c) permitted acquisitions consummated in compliance with the Credit Agreement; and
(d) other customary exceptions as set forth in the Credit Agreement.
10.8 Restrictive Agreements
The Borrower shall not, and shall not permit any of its restricted subsidiaries to, enter into or permit to exist any contractual obligation or restriction that limits the ability of any subsidiary to (a) make distributions or pay dividends to the Borrower or any Guarantor, (b) transfer assets to the Borrower or any Guarantor, or (c) provide guaranties of the obligations under the Credit Agreement, except for restrictions existing under the Credit Agreement itself, under applicable law, or under customary provisions contained in joint venture agreements, leases, or other agreements entered into in the ordinary course of business.
Section 11: Affirmative Covenants
The Credit Agreement shall contain affirmative covenants that are customary for sponsor-backed SaaS acquisition financings of this type, imposing obligations on the Borrower and its restricted subsidiaries throughout the term of the Facility. The following is a summary of the anticipated affirmative covenants:
11.1 Financial Reporting
The Borrower shall deliver to the Administrative Agent the following financial and operational reports:
Annual Audited Financial Statements: Within   days after the end of each  fiscal   of the Borrower, a complete set of audited consolidated financial statements of the Borrower and its subsidiaries (including a consolidated balance sheet, consolidated statement of income, consolidated statement of cash flows, and consolidated statement of changes in equity), prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied, and audited by an independent registered public accounting firm of recognized national standing acceptable to the Administrative Agent (it being understood that any of the "Big Four" accounting firms or a similarly reputable national firm shall be acceptable). The audit opinion shall be unqualified and shall not contain any going concern or similar qualification.
Quarterly Unaudited Financial Statements: Within sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (i.e., each fiscal quarter other than the fourth quarter), unaudited consolidated financial statements of the Borrower and its subsidiaries (including a consolidated balance sheet, consolidated statement of income, and consolidated statement of cash flows), prepared in accordance with GAAP consistently applied (subject to the absence of footnotes and normal year-end audit adjustments), and certified by the Chief Financial Officer of the Borrower as fairly presenting in all material respects the financial condition and results of operations of the Borrower and its subsidiaries as of and for the period covered thereby.
Annual Budget: Within   days after the end of each fiscal year, a detailed annual operating budget and financial projections for the Borrower and its subsidiaries for the ensuing fiscal year, prepared on a monthly basis and approved by the board of directors (or equivalent governing body) of the Borrower. The annual budget shall include projected revenue, ARR, EBITDA, capital expenditures, and cash flow statements.
Monthly SaaS Metrics Report: Within   days after the end of each calendar month, a monthly SaaS metrics report in a form to be agreed upon between the Borrower and the Administrative Agent, which shall include at a minimum the following key performance indicators :
(i) Annual Recurring Revenue (ARR) as of the last day of such month;
(ii) Net new ARR added during such month;
(v) Net revenue retention rate (trailing twelve-month);
(viii) Such additional SaaS-specific metrics as the  .
Compliance Certificates: Delivered concurrently with the delivery of annual audited financial statements and quarterly unaudited financial statements, a compliance certificate signed by the Chief Financial Officer of the Borrower, in a form to be   to the Credit Agreement, certifying (a) the Borrower's compliance with the financial covenants set forth in the Credit Agreement (including, if applicable, the calculation of the Total Net Leverage Ratio), (b) the absence of any Event of Default or, if any Event of Default exists, a description of such Event of Default and the actions being taken to cure the same, and (c) the accuracy of the financial statements delivered therewith. 
11.2 Other Affirmative Covenants
In addition to the financial reporting covenants set forth above, the Credit Agreement shall include the following affirmative covenants, each in form and substance customary for sponsor-backed SaaS acquisition financings:
Maintenance of Existence and Good Standing: The Borrower and each of its restricted subsidiaries shall maintain its legal existence and good standing under the laws of its jurisdiction of organization and shall qualify and remain qualified to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to so maintain or qualify would not reasonably be expected to have a Material Adverse Effect.
Maintenance of Properties and Insurance: The Borrower and each of its restricted subsidiaries shall maintain, preserve, and protect all of their material properties and assets in good working order and condition (ordinary wear and tear excepted) and shall maintain insurance (including general liability, property, directors' and officers' liability, errors and omissions, and cyber liability/data breach insurance) with financially sound and reputable insurance companies in such amounts and against such risks as are customary for companies of similar size engaged in similar businesses.
Payment of Taxes and Obligations: The Borrower and each of its restricted subsidiaries shall pay and discharge when due all taxes, assessments, and governmental charges or levies imposed upon them or upon their properties or assets, unless contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP.
Compliance with Laws: The Borrower and each of its restricted subsidiaries shall comply with all applicable laws, rules, regulations, and orders of any governmental authority, including without limitation data privacy and data protection laws (such as the California Consumer Privacy Act, the General Data Protection Regulation, and other applicable privacy regulations), cybersecurity requirements, and industry-specific regulations applicable to the operation of SaaS platforms and the handling of customer data, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect. 
Access to Books and Records: The Borrower shall permit the Administrative Agent and its representatives (including independent accountants, consultants, and other advisors) to visit and inspect the properties and assets of the Borrower and its subsidiaries, to examine their books and records, and to discuss their affairs, finances, and condition with their officers and independent auditors, at such reasonable times and as often as reasonably requested, subject to customary limitations on frequency, advance notice requirements, and confidentiality obligations. Such access rights shall be at the Borrower's expense during the continuance of an Event of Default and at the Administrative Agent's expense at all other times  . 
Maintenance of intellectual Property: The Borrower and each of its restricted subsidiaries shall take all actions   to maintain, protect, and preserve all material intellectual property owned by or licensed to the Borrower and its subsidiaries, including filing and prosecuting patent and trademark applications, paying maintenance and renewal fees, and taking appropriate enforcement actions against infringers .
Further Assurances: The Borrower and each Guarantor shall execute and deliver, or cause to be executed and delivered, all such further instruments, agreements, and documents (including post-closing deliverables) and take all such further actions as the Administrative Agent may reasonably request from time to time to carry out the provisions and purposes of the loan documents and to create, preserve, perfect, and protect the security interests granted thereunder. Post-closing deliverables (including delivery of collateral documents, insurance endorsements, and local law filings) shall be completed within the timeframes specified in a post-closing schedule to be attached to the Credit Agreement, which timeframes are expected to   following the Closing Date .
KYC / Anti-Money Laundering Compliance: The Borrower and each Guarantor shall provide, upon the reasonable request of the Administrative Agent or any Lender, all documentation and other information required by bank regulatory authorities under applicable "know your customer" ("KYC") and anti-money laundering rules and regulations, including but not limited to the USA PATRIOT Act, the Bank Secrecy Act, and the beneficial ownership certification requirements of the Financial Crimes Enforcement Network ("FinCEN").
Section 12: Representations and Warranties
The Credit Agreement shall contain representations and warranties by the Borrower and each Guarantor that are customary for sponsor-backed SaaS acquisition financings of this type, made as of the Closing Date and (with respect to certain representations and warranties) as of the date of each borrowing (if applicable) and on other specified dates.  The following is a summary of the anticipated representations and warranties (without limitation):
(a) Due Organization, Good Standing, and Qualification. The Borrower and each of its restricted subsidiaries are duly organized, validly existing, and in good standing under the laws of their respective jurisdictions of organization, and are duly qualified to do business in each jurisdiction in which the nature of their business requires such qualification.
(b) Authorization and Enforceability. The execution, delivery, and performance of the loan documents by each Loan Party have been duly authorized by all necessary corporate, partnership, or limited liability company action, and the loan documents constitute the legal, valid, and binding obligations of each Loan Party, enforceable in accordance with their respective terms (subject to customary enforceability exceptions).
(c) No Conflicts. The execution, delivery, and performance of the loan documents by each Loan Party do not and will not (i) violate any law, rule, regulation, or order applicable to such Loan Party, (ii) conflict with or result in a breach of the organizational documents of such Loan Party, or (iii) conflict with, result in a breach of, or constitute a default under any material agreement to which such Loan Party is a party.
(d) Financial Statements. The financial statements delivered to the Administrative Agent (including the audited financial statements of Meridian for the fiscal year ended December 31, 2025) are accurate and complete in all material respects and have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, and fairly present in all material respects the financial condition, results of operations, and cash flows of the applicable entities as of and for the periods covered thereby. 
(e) No Material Adverse Effect. Since December 31, 2025, there has been no event, circumstance, change, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Target or the Borrower and its subsidiaries, taken as a whole. 
(f) Litigation. There are no actions, suits, investigations, or proceedings pending or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its subsidiaries in any court or before any governmental authority or arbitrator that would reasonably be expected to have a Material Adverse Effect, except as disclosed in writing to the Administrative Agent.
(g) Compliance with Laws. The Borrower and each of its restricted subsidiaries are in compliance with all applicable laws, rules, regulations, and orders, including environmental laws, data privacy and cybersecurity laws, and anti-corruption and sanctions laws, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect.
(h) Tax Matters. The Borrower and each of its restricted subsidiaries have filed or caused to be filed all federal, state, local, and foreign tax returns required to be filed and have paid all taxes due and payable, except those contested in good faith and for which adequate reserves have been established.
(i) ERISA Compliance. Each employee benefit plan maintained or contributed to by the Borrower or any of its ERISA affiliates is in compliance with ERISA, the Internal Revenue Code, and all applicable laws, and no ERISA event has occurred or is reasonably expected to occur that would have a Material Adverse Effect.
(j) Environmental Matters. The Borrower and each of its restricted subsidiaries are in compliance with all applicable environmental laws and have obtained all environmental permits necessary for the conduct of their businesses, except where the failure to comply or obtain such permits would not reasonably be expected to have a Material Adverse Effect.
(k) intellectual Property. The Borrower and its restricted subsidiaries own, or have valid and enforceable licenses to use, all intellectual property necessary for the conduct of their businesses as presently conducted.   intellectual property of the Borrower or its subsidiaries infringes upon or misappropriates the intellectual property rights of any third party, and no  claims of infringement or misappropriation are pending or threatened .
(l) Insurance. The Borrower and each of its restricted subsidiaries maintain insurance coverages that are customary for companies of similar size and engaged in similar businesses, with financially sound and reputable insurers.
(m) Labor Matters. There are no strikes, work stoppages, or other material labor disputes pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its restricted subsidiaries.
(n) Solvency. After giving effect to the Acquisition, the incurrence of the indebtedness under the Credit Agreement, and the payment of all transaction fees and expenses, the Borrower and its subsidiaries, on a consolidated basis, are solvent, are able to pay their debts as they become due, and have capital sufficient to carry on their business and all businesses in which they are about to engage.
(o) Anti-Corruption and Sanctions Compliance. The Borrower, its subsidiaries, and their respective officers, directors, employees, and agents are in compliance with all applicable anti-corruption laws (including the Foreign Corrupt Practices Act and the UK Bribery Act) and sanctions laws administered by OFAC, the U.S. Department of State, the European Union, and the United Nations.
(p) Use of Proceeds. The proceeds of the Term Loan will be used solely for the purposes specified in Section 4.3 of this Term Sheet and as set forth in the Credit Agreement.
(q) Investment Company Act Status. Neither the Borrower nor any of its subsidiaries is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
(r) Accuracy of Information. All written information (other than forward-looking information, projections, and information of a general economic or industry-specific nature) provided by or on behalf of the Borrower, the Sponsor, or the Target to the Administrative Agent or the Lenders in connection with the Facility is true, correct, and complete in all material respects as of the date such information was provided and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
Section 13: Events of Default
The Credit Agreement shall contain customary events of default (each, an "Event of Default") for sponsor-backed SaaS acquisition financings of this type. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the direction of the Required Lenders shall, declare all outstanding obligations under the Credit Agreement to be immediately due and payable and exercise all rights and remedies available under the loan documents and applicable law. The following is a summary of the anticipated Events of Default:
(a) Payment Default. Failure by the Borrower to pay (i) any principal amount of the Term Loan when due, or (ii) any interest, fee, or other amount owing under the Credit Agreement or any other loan document within five (5) business days after the date when due.
(b) Breach of Representations and Warranties. Any representation or warranty made or deemed made by any Loan Party in or in connection with any loan document, or in any certificate or other document delivered pursuant thereto, shall prove to have been incorrect in any material respect (or, if qualified by materiality, in any respect) as of the date made or deemed made. The Borrower shall have a cure period of thirty (30) days from the date on which the Borrower obtains knowledge of such breach (to the extent such breach is capable of cure) with respect to certain non-payment representations and warranties.
(c) Breach of