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

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CONFIDENTIAL

TERM SHEET — SENIOR SECURED TERM LOAN FACILITY

Execution Version

April 18, 2026

Brindoval Internal Deal Reference: CNB-TLF-2026-0389

This Term Sheet sets forth the principal terms and conditions agreed between the parties for the Senior Secured Term Loan Facility described herein. This Term Sheet, together with the Commitment Letter dated as of the date hereof, constitutes a binding agreement of the parties with respect to the matters set forth herein, subject to the negotiation and execution of definitive documentation. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Commitment Letter or, where applicable, the meanings to be ascribed to such terms in the Credit Agreement (as defined below). In the event of any inconsistency between this Term Sheet and the Commitment Letter, the terms of the Commitment Letter shall control. The definitive Credit Agreement and related loan documents shall be prepared on the basis of the terms described herein and shall contain such additional provisions as are customary for credit facilities of this type and as may be agreed upon by the Borrower and the Administrative Agent, acting reasonably and in good faith.

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Section 1: Transaction Overview

Transaction Description. Solara Digital Infrastructure LP (the "Sponsor"), acting through Solara Digital Acquisition Holdings LLC (the "Borrower" or "Acquisition Sub"), 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 Meridian's existing shareholders (the "Selling Shareholders") pursuant to a Stock Purchase Agreement (the "Acquisition Agreement") to be entered into among the Borrower, Meridian, and the Selling Shareholders (the "Acquisition").

Meridian is a provider of enterprise cloud infrastructure management and SaaS-based orchestration platforms, headquartered in Austin, Texas, with operations across North America and select international markets. The Acquisition represents a continuation of Fund IV's investment thesis focused on high-growth, recurring-revenue technology platforms serving mission-critical enterprise workloads.

Enterprise Value / Purchase Price. The aggregate enterprise value of the Target, and the purchase price for the Acquisition, is Three Hundred Fifteen Million Dollars ($315,000,000) (the "Purchase Price"), subject to customary purchase price adjustments for working capital, cash, debt, and transaction expenses as set forth in the Acquisition Agreement.

Sources and Uses. The following table summarizes the anticipated sources and uses of funds in connection with the Acquisition and the transactions contemplated hereby:

The estimated transaction fees and expenses of Twelve Million Dollars ($12,000,000) include, without limitation, arrangement and structuring fees payable to the Lead Arranger, original issue discount, legal fees and expenses, accounting and due diligence fees, title and search fees, filing fees, and other customary closing costs. Cash to balance sheet of Three Million Dollars ($3,000,000) shall be available for general corporate purposes of the Target and its subsidiaries following the Closing Date.

Management Rollover. Jason Tremblay, Founder and Chief Executive Officer of Meridian, will roll over approximately Twenty Million Dollars ($20,000,000) of his sale proceeds into equity of the Borrower. Mr. Tremblay's rollover equity investment will be structured as a direct equity interest in Acquisition Sub, subject to the terms of a management equity agreement to be negotiated between Mr. Tremblay and the Sponsor. The rollover equity will not constitute a source of funds for purposes of this Term Sheet; the rollover amount is embedded within the equity contribution from Fund IV as reflected in the Sources and Uses table above.

Section 2: Parties

Borrower. Solara Digital Acquisition Holdings LLC, a Delaware limited liability company (Delaware Secretary of State File No. 7531209, to be filed in connection with the formation of the Borrower prior to the Closing Date). The Borrower is a newly formed, special-purpose entity organized for the sole purpose of consummating the Acquisition and the financing transactions contemplated hereby. The Borrower's sole member is Solara Digital Infrastructure Fund IV LP.

Sponsor / Sponsor Guarantor. Solara Digital Infrastructure LP, a Delaware limited partnership (Delaware Secretary of State File No. 7294185), acting in its capacity as sponsor of the Acquisition and as limited recourse guarantor of certain obligations of the Borrower as more fully described in Section 12.2 hereof. Solara Digital Infrastructure LP is the management company and general partner affiliate of Fund IV, with principal offices at 150 East 52nd Street, Suite 3200, New York, NY 10022.

Guarantors. Meridian Cloud Solutions Inc., a Delaware corporation (post-Closing), together with each of Meridian's material domestic subsidiaries existing on the Closing Date or formed or acquired thereafter (collectively, the "Guarantors"), shall serve as guarantors of all obligations of the Borrower under the Term Loan Facility. The initial Guarantors shall be identified in a schedule to the Credit Agreement based on the results of due diligence, and shall include, at a minimum, Meridian Cloud Solutions Inc. and each domestic subsidiary of Meridian that, individually, accounts for five percent (5%) or more of consolidated total assets or consolidated total revenue of the Target and its subsidiaries, taken as a whole.

Administrative Agent. Brindoval National Bank, N.A. (the "Administrative Agent"), a national banking association organized and existing under the laws of the United States, with its principal offices located at 383 Madison Avenue, 14th Floor, New York, New York 10179. The Administrative Agent shall serve as the administrative agent and collateral agent under the Credit Agreement on behalf of the Lenders.

Lead Arranger and Sole Bookrunner. Brindoval National Bank, N.A., in its capacity as lead arranger and sole bookrunner for the Term Loan Facility. The Lead Arranger shall have the exclusive right to manage all aspects of the syndication of the Term Loan Facility, including the selection of additional Lenders, the determination of allocations, the preparation of marketing materials, and the scheduling and conduct of lender meetings.

Lenders. Brindoval National Bank, N.A. and such other financial institutions as may become parties to the Credit Agreement through syndication, assignment, or participation in accordance with the terms thereof (collectively, the "Lenders"). The identity and respective commitments of the Lenders shall be set forth in the Credit Agreement.

Section 3: Facility

Type. Senior Secured Term Loan Facility (the "Term Loan Facility" or the "Facility"). The Term Loan Facility shall be a first-lien senior secured credit facility, ranking senior in right of payment to all subordinated indebtedness of the Borrower and the Guarantors, and secured by a first-priority perfected security interest in substantially all assets of the Borrower, the Target, and the Guarantors as more fully described in Section 11 hereof.

Facility Amount. Two Hundred Million Dollars ($200,000,000). The aggregate principal amount of the Term Loan Facility shall not exceed $200,000,000, subject to the market flex provisions described in Section 22 hereof and any incremental facility provisions to be set forth in the Credit Agreement.

Purpose. The proceeds of the Term Loan Facility shall be used solely (i) to finance, in part, the Acquisition, (ii) to pay fees and expenses incurred in connection with the Acquisition and the Term Loan Facility, and (iii) to provide cash to the balance sheet of the Target for use as working capital and for general corporate purposes. No portion of the proceeds of the Term Loan Facility shall be used for any purpose that violates applicable law, including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System or any applicable sanctions, anti-corruption, or anti-money laundering laws.

Availability. The Term Loan Facility shall be available in a single drawing on the Closing Date. Amounts repaid or prepaid under the Term Loan Facility may not be re-borrowed.

Closing Date. The Closing Date is targeted for June 30, 2026 (or such other date as may be mutually agreed by the Borrower and the Administrative Agent in writing). Funding on the Closing Date is subject to the satisfaction (or waiver) of the conditions precedent set forth in Section 20 hereof and in the Commitment Letter.

Section 4: Interest Rate

Interest Rate. The Term Loan shall bear interest at a rate per annum equal to Adjusted Term SOFR plus a margin of four hundred seventy-five (475) basis points (4.75%).

Adjusted Term SOFR. "Adjusted Term SOFR" means, for any interest period, the per annum rate equal to Term SOFR for such interest period (as published by the CME Group Benchmark Administration Limited, or a successor administrator, on the applicable SOFR determination date), plus a credit spread adjustment (the "CSA") of ten (10) basis points (0.10%). In the event that Term SOFR ceases to be published or is no longer representative, the Administrative Agent shall select a replacement benchmark rate in accordance with the benchmark replacement provisions to be set forth in the Credit Agreement, which provisions shall be consistent with the ARRC (Alternative Reference Rates Committee) recommended fallback language for syndicated business loans.

SOFR Floor. Notwithstanding anything to the contrary herein, in no event shall Term SOFR (prior to the application of the CSA) be deemed to be less than one percent (1.00%) per annum (the "SOFR Floor"). For the avoidance of doubt, if the published Term SOFR for any interest period is less than 1.00%, Term SOFR shall be deemed to be 1.00% for purposes of calculating Adjusted Term SOFR for such interest period.

Interest Periods. The Borrower may elect interest periods of one (1) month, three (3) months, or six (6) months, in each case subject to availability and market conventions. In the absence of a timely election by the Borrower, the interest period shall default to one (1) month. Interest periods of other durations may be available if agreed to by the Administrative Agent and all affected Lenders.

Default Rate. Upon the occurrence and during the continuance of any Event of Default (as defined in Section 19), the outstanding principal balance of the Term Loan, and, to the extent permitted by applicable law, all overdue interest, fees, and other amounts payable under the Credit Agreement, shall bear interest at a rate per annum equal to the otherwise applicable interest rate plus two hundred (200) basis points (2.00%) (the "Default Rate"). The Default Rate shall apply automatically upon the occurrence of any Event of Default described in the bankruptcy and insolvency provisions of the Credit Agreement, and upon written notice from the Administrative Agent (at the direction of the Required Lenders) with respect to all other Events of Default.

Interest Payment Dates. Interest on the Term Loan shall be payable in arrears on the last business day of each applicable interest period. For interest periods exceeding three (3) months in duration, interest shall also be payable at three-month intervals following the commencement of such interest period. Interest shall also be payable upon any prepayment (voluntary or mandatory) of principal with respect to the amount prepaid.

Day Count Convention. Interest on the Term Loan shall be calculated on the basis of a 360-day year for the actual number of days elapsed (Actual/360), including the first day of the applicable interest period but excluding the last day thereof.

Section 5: Original Issue discount

Original Issue discount. The Term Loan Facility shall be issued with an original issue discount ("OID") of two percent (2.00%) of the aggregate principal amount of the Term Loan Facility.

Calculation. The OID shall be calculated as follows:

$200,000,000 × 2.00% = $4,000,000

Net Proceeds to Borrower. After giving effect to the OID, the net cash proceeds received by the Borrower on the Closing Date from the Term Loan Facility shall be One Hundred Ninety-Six Million Dollars ($196,000,000). For the avoidance of doubt, the full par amount of Two Hundred Million Dollars ($200,000,000) shall constitute the outstanding principal amount of the Term Loan for all purposes under the Credit Agreement, including for purposes of calculating interest, amortization, mandatory prepayments, and all other obligations of the Borrower.

Treatment. The OID shall be payable at Closing. The Term Loan shall be funded at ninety-eight percent (98.00%) of par. The OID is reflected in the estimated transaction fees and expenses set forth in the Sources and Uses table in Section 1.

Section 6: Fees

Arrangement Fee. An arrangement fee equal to one and one-half percent (1.50%) of the total commitment amount of the Term Loan Facility, calculated as follows:

$200,000,000 × 1.50% = $3,000,000

The arrangement fee shall be payable by the Borrower to the Lead Arranger in immediately available funds on the Closing Date, and shall be fully earned and non-refundable upon payment. Additional terms and conditions relating to the arrangement fee are set forth in the Fee Letter dated as of the date hereof between the Borrower and the Lead Arranger (the "Fee Letter"), the terms of which are incorporated herein by reference. The arrangement fee is separate from and in addition to the OID described in Section 5.

Structuring Fee. A flat structuring fee of Five Hundred Thousand Dollars ($500,000), payable by the Borrower to Brindoval National Bank, N.A. in immediately available funds on the Closing Date. The structuring fee compensates the Administrative Agent for its services in structuring, underwriting, and documenting the Term Loan Facility, and shall be fully earned and non-refundable upon payment. Additional terms and conditions relating to the structuring fee are set forth in the Fee Letter.

Undrawn Commitment Fee. In the event that a delayed draw tranche or revolving credit facility is added to the Facility (whether pursuant to the market flex provisions of Section 22, the incremental facility provisions of the Credit Agreement, or otherwise), an undrawn commitment fee of one-half of one percent (0.50%) per annum shall be payable on any unfunded commitments thereunder, calculated on the basis of the average daily unused amount of such commitments, payable quarterly in arrears. No undrawn commitment fee is applicable to the Term Loan Facility as structured in this Term Sheet, as the Term Loan Facility is available in a single draw on the Closing Date.

Administrative Agent Fee. An annual administrative agent fee in an amount to be agreed between the Borrower and the Administrative Agent, payable in advance on the Closing Date and on each anniversary thereof. The amount and terms of the administrative agent fee shall be set forth in a separate letter agreement between the Borrower and the Administrative Agent.

Section 7: Maturity

Maturity Date. The Term Loan Facility shall mature on the date that is seven (7) years following the Closing Date (the "Maturity Date"). Based on the targeted Closing Date of June 30, 2026, the Maturity Date is expected to be June 30, 2033.

All outstanding principal, together with all accrued and unpaid interest, fees, and all other obligations of the Borrower under the Credit Agreement and the related loan documents, shall be due and payable in full in cash on the Maturity Date. No extension of the Maturity Date shall be effective unless agreed to in writing by each affected Lender and the Administrative Agent. The Maturity Date shall be subject to acceleration upon the occurrence of certain Events of Default as set forth in Section 19 hereof and the Credit Agreement.

Section 8: Amortization

Scheduled Amortization. The Term Loan shall amortize at a rate of one percent (1.0%) per annum of the original principal amount of the Term Loan Facility, payable in equal quarterly installments, as follows:

Annual amortization: $200,000,000 × 1.0% = $2,000,000

Quarterly installment: $2,000,000 ÷ 4 = $500,000

Payment Dates. Scheduled amortization payments shall be due and payable on the last business day of each fiscal quarter of the Borrower, commencing with the first full fiscal quarter ending after the Closing Date. Assuming a Closing Date of June 30, 2026, the first scheduled amortization payment would be due on September 30, 2026. Each quarterly amortization payment shall be in the amount of Five Hundred Thousand Dollars ($500,000), representing one-quarter of the annual amortization amount.

Remaining Balance. The balance of all unpaid principal remaining outstanding under the Term Loan Facility, together with all accrued and unpaid interest thereon, shall be due and payable in full on the Maturity Date. Given the low amortization rate of 1.0% per annum, the substantial majority of the original principal amount of the Term Loan will remain outstanding at maturity. Over the seven-year term of the Facility, total scheduled amortization payments will aggregate approximately Fourteen Million Dollars ($14,000,000), leaving a balloon payment of approximately One Hundred Eighty-Six Million Dollars ($186,000,000) due at maturity (before giving effect to any voluntary or mandatory prepayments).

Application. Scheduled amortization payments shall be applied to reduce the outstanding principal balance of the Term Loan on a pro rata basis among all Lenders holding Term Loans.

Section 9: Voluntary Prepayments

Permitted Voluntary Prepayments. The Borrower may, at its option, voluntarily prepay the Term Loan in whole or in part at any time and from time to time, subject to the terms and conditions set forth below.

Call Protection — First Twelve Months. Any voluntary prepayment of the Term Loan made during the first twelve (12) months following the Closing Date (the "Call Protection Period") shall be subject to a prepayment premium equal to one percent (1.0%) of the aggregate principal amount of such prepayment (the "Soft Call Premium"). For the avoidance of doubt, the Soft Call Premium shall apply to any voluntary prepayment made during the Call Protection Period, whether such prepayment is in connection with a repricing transaction, a refinancing, or otherwise. The Soft Call Premium shall not apply to any mandatory prepayment described in Section 10 hereof or to any scheduled amortization payment described in Section 8 hereof.

After Twelve Months. Following the expiration of the Call Protection Period, the Term Loan may be prepaid in whole or in part at par, without premium or penalty.

Minimum Amounts. Each voluntary partial prepayment of the Term Loan 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; provided that, if the outstanding principal balance of the Term Loan at the time of such prepayment is less than One Million Dollars ($1,000,000), the minimum prepayment amount shall be the entire outstanding principal balance of the Term Loan.

Notice Requirements. The Borrower shall provide the Administrative Agent with not less than three (3) business days' prior written notice of any voluntary prepayment, specifying the prepayment date, the principal amount to be prepaid, and the interest period(s) to which the prepayment shall be applied. Any such notice may be conditioned upon the occurrence or non-occurrence of specified events (including, without limitation, the consummation of a refinancing or other transaction), and may be revoked by the Borrower by written notice to the Administrative Agent at any time prior to the scheduled prepayment date. In the event that a notice of prepayment is revoked, no prepayment premium or breakage costs shall be payable solely by reason of the delivery and revocation of such notice.

Application of Voluntary Prepayments. Voluntary prepayments shall be applied to the outstanding principal balance of the Term Loan and shall reduce remaining scheduled amortization payments in direct order of maturity (or in inverse order of maturity, or on a pro rata basis, as elected by the Borrower with the consent of the Administrative Agent), unless otherwise specified in the Credit Agreement.

Breakage Costs. In connection with any voluntary prepayment made on a date other than the last day of an applicable interest period, the Borrower shall compensate each Lender for any loss, cost, or expense (including any loss of anticipated margin) incurred by such Lender as a result of such prepayment, as reasonably determined by such Lender.

Section 10: Mandatory Prepayments

10.1 Asset Sales

The Borrower shall prepay the Term Loan in an amount equal to one hundred percent (100%) of the net cash proceeds received by the Borrower, the Target, or any Guarantor from any asset sale or other disposition of property (whether in a single transaction or a series of related transactions), other than dispositions in the ordinary course of business, subject to the following:

(a) De Minimis Basket. No mandatory prepayment shall be required with respect to asset sale proceeds to the extent that the aggregate net cash proceeds from all asset sales during any fiscal year do not exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (the "De Minimis Basket"). Once aggregate net cash proceeds from asset sales during a fiscal year exceed the De Minimis Basket, only the excess above such threshold shall be subject to mandatory prepayment (or, alternatively, the entire amount above the threshold, as to be specified in the Credit Agreement).

(b) Reinvestment Rights. Notwithstanding the foregoing, the Borrower shall not be required to make a mandatory prepayment with respect to net cash proceeds from any asset sale to the extent that (i) the Borrower delivers a reinvestment notice to the Administrative Agent within ten (10) business days following receipt of such net cash proceeds, certifying its intent to reinvest (or commit to reinvest) such proceeds in assets useful in its business, and (ii) such net cash proceeds are in fact reinvested (or committed to be reinvested) within three hundred sixty-five (365) days following the date of receipt thereof (the "Initial Reinvestment Period"). In the event that the Borrower has committed to reinvest such proceeds during the Initial Reinvestment Period but has not completed such reinvestment, the Borrower shall have an additional one hundred eighty (180) days following the expiration of the Initial Reinvestment Period (for a total period of five hundred forty-five (545) days from receipt) to complete such reinvestment (the "Extended Reinvestment Period"). Any net cash proceeds not reinvested (or committed to be reinvested) within the applicable reinvestment period shall be applied to prepay the Term Loan within five (5) business days following the expiration of such period.

(c) Ordinary Course Exclusions. Asset sales in the ordinary course of business, including, without limitation, (i) sales of inventory, (ii) dispositions of obsolete, worn-out, or surplus equipment, (iii) non-exclusive licenses of intellectual property, and (iv) cash management activities, shall not give rise to mandatory prepayment obligations.

10.2 Debt Issuances

The Borrower shall prepay the Term Loan in an amount equal to one hundred percent (100%) of the net cash proceeds received by the Borrower, the Target, or any Guarantor from the issuance or incurrence of any indebtedness (other than Permitted Debt, as such term shall be defined in the Credit Agreement). For purposes of this provision, "net cash proceeds" means the gross cash proceeds received from such issuance, less customary and reasonable underwriting discounts, commissions, fees, and expenses actually paid in connection therewith. The mandatory prepayment required by this Section 10.2 shall be made within five (5) business days following the receipt of such net cash proceeds.

10.3 Excess Cash Flow Sweep

Percentage. Following the end of each fiscal year (commencing with the fiscal year ending December 31, 2026), the Borrower shall prepay the Term Loan in an amount equal to fifty percent (50%) of Excess Cash Flow ("ECF") for such fiscal year, subject to the step-downs described below.

Step-Downs. The ECF sweep percentage shall be subject to the following step-downs based on the Total Net Leverage Ratio of the Borrower and its consolidated subsidiaries as of the last day of the applicable fiscal year:

(a) If the Total Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 4.50 to 1.00 (4.50x), the ECF sweep percentage shall be reduced to twenty-five percent (25%) of Excess Cash Flow for such fiscal year.

(b) If the Total Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 3.50 to 1.00 (3.50x), the ECF sweep percentage shall be reduced to zero percent (0%) of Excess Cash Flow for such fiscal year (i.e., no ECF sweep shall be required).

Calculation Period. Excess Cash Flow shall be calculated on an annual basis for each fiscal year, based upon the audited financial statements of the Borrower and its consolidated subsidiaries delivered pursuant to Section 17. The ECF sweep payment for each fiscal year shall be due within ten (10) business days following the delivery of the annual audited financial statements for such fiscal year (and in any event not later than 130 days after the end of such fiscal year).

First ECF Sweep. The first ECF sweep calculation shall be for the fiscal year ending December 31, 2026, which may be a partial year depending on the actual Closing Date. To the extent the Closing Date occurs on June 30, 2026 as targeted, the first ECF sweep calculation will cover the approximately six-month period from the Closing Date through December 31, 2026.

Netting of Voluntary Prepayments. Voluntary prepayments of the Term Loan made by the Borrower during the relevant fiscal year (including any Soft Call Premiums paid in connection therewith, but excluding any scheduled amortization payments) shall be credited against, and shall reduce dollar-for-dollar, the ECF sweep obligation for such fiscal year. For the avoidance of doubt, if the aggregate amount of voluntary prepayments made during a fiscal year exceeds the ECF sweep amount otherwise required for such fiscal year, no ECF sweep payment shall be required for such fiscal year, and the excess shall not create a credit or carry-forward against ECF sweep obligations in any subsequent fiscal year.

ECF Definition. "Excess Cash Flow" shall be defined in the Credit Agreement and shall generally mean, for any period, Consolidated Net Income for such period, adjusted as follows:

plus: depreciation, amortization, and other non-cash charges deducted in arriving at Consolidated Net Income;

minus: (i) unfinanced capital expenditures actually made in cash during such period, (ii) scheduled principal payments of funded indebtedness (including scheduled amortization of the Term Loan) actually made during such period, (iii) cash taxes actually paid during such period, (iv) increases (or plus decreases) in working capital during such period, (v) cash restructuring charges and other customary deductions, and (vi) such other items as are customary for excess cash flow definitions in leveraged acquisition financings;

in each case, as more fully defined and set forth in the Credit Agreement.

10.4 Application of Mandatory Prepayments

All mandatory prepayments under this Section 10 shall be applied to the outstanding principal balance of the Term Loan and shall reduce remaining scheduled amortization payments in direct order of maturity (i.e., first to the next-occurring scheduled amortization payment, then to the following scheduled amortization payment, and so on) unless otherwise agreed by the Borrower and the Administrative Agent in the Credit Agreement. Mandatory prepayments shall be applied to the loans of all Lenders on a pro rata basis.

Section 11: Security / Collateral

Collateral. All obligations of the Borrower under the Term Loan Facility, and all guarantee obligations of each Guarantor, shall be secured by a first-priority perfected security interest (subject only to Permitted Liens) in substantially all assets of the Borrower, Meridian Cloud Solutions Inc. (post-Closing), and each Guarantor, including, without limitation, the following:

(a) Equity Interests. One hundred percent (100%) of the issued and outstanding equity interests in all domestic subsidiaries of the Borrower and each Guarantor, including one hundred percent (100%) of the equity interests in Meridian Cloud Solutions Inc. and each of its material domestic subsidiaries. With respect to first-tier foreign subsidiaries (if any), the pledge shall be limited to sixty-five percent (65%) of the voting equity interests in such first-tier foreign subsidiaries, in order to minimize adverse tax consequences under Section 956 of the Internal Revenue Code.

(b) intellectual Property. All intellectual property of the Borrower, the Target, and each Guarantor, including, without limitation, all patents, patent applications, trademarks, trademark registrations, service marks, trade names, copyrights, copyright registrations, software (including proprietary source code to the extent owned and subject to customary escrow arrangements), trade secrets, domain names, and all licenses, royalties, and proceeds relating thereto. The security interest in intellectual property shall be subject to customary exclusions for (i) immaterial intellectual property, (ii) intellectual property subject to license agreements containing enforceable anti-assignment or anti-encumbrance provisions that would be violated by the grant of a security interest (but only to the extent that such provisions are not rendered unenforceable by applicable law, including Sections 9-406 and 9-408 of the Uniform Commercial Code), and (iii) intent-to-use trademark applications to the extent a security interest therein would impair the validity or enforceability thereof under applicable law.

(c) Accounts Receivable. All accounts receivable of the Borrower, the Target, and each Guarantor, whether now existing or hereafter arising, including all rights to payment for goods sold or services rendered.

(d) Equipment. All equipment of the Borrower, the Target, and each Guarantor, including all machinery, furniture, fixtures, vehicles (subject to the exclusions noted below), computers, servers, and other tangible personal property.

(e) Deposit Accounts. All deposit accounts of the Borrower, the Target, and each Guarantor, subject to deposit account control agreements ("DACAs") to be entered into in favor of the Administrative Agent with each depositary bank at which such accounts are maintained. The Borrower and Guarantors shall be required to deliver DACAs with respect to all material deposit accounts within sixty (60) days following the Closing Date (or such later date as agreed by the Administrative Agent).

(f) General Intangibles and Other Personal Property. All general intangibles, chattel paper (whether tangible or electronic), instruments, investment property (including securities accounts and commodity accounts), letter-of-credit rights, commercial tort claims (above a specified threshold), documents, supporting obligations, and all other personal property of the Borrower, the Target, and each Guarantor, whether now owned or hereafter acquired, together with all proceeds, products, accessions, rents, profits, and substitutions of and to any of the foregoing.

UCC Filings. The Administrative Agent (or its designee) shall file UCC-1 financing statements with the Delaware Secretary of State with respect to the Borrower (as debtor) and Meridian Cloud Solutions Inc. (as debtor), and in such other jurisdictions as are necessary or advisable to perfect the security interests granted hereunder. Additional filings shall be made with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, to perfect security interests in registered intellectual property. The Borrower and each Guarantor shall cooperate fully with the Administrative Agent in the preparation and filing of all such documents.

Existing Liens. All existing liens and security interests encumbering the assets of the Target and its subsidiaries, including, without limitation, any existing UCC-1 financing statements filed in connection with equipment lease financing or other pre-existing credit facilities, shall be terminated, released, or subordinated (in form and substance reasonably satisfactory to the Administrative Agent) at or prior to the Closing Date. The Borrower shall deliver to the Administrative Agent on or before the Closing Date evidence of the termination or subordination of all such existing liens, including UCC-3 termination statements, lien release letters, and payoff letters from existing creditors, as applicable.

Exclusions. The collateral package described above shall be subject to customary exclusions, including, without limitation:

(i) assets for which the cost or burden of obtaining perfection of the security interest would be disproportionate to the value of such assets as collateral, as reasonably determined by the Administrative Agent and the Borrower;

(ii) motor vehicles and other assets subject to certificates of title, to the extent the aggregate value of such assets does not exceed a threshold to be agreed in the Credit Agreement (expected to be $250,000);

(iii) equity interests in immaterial foreign subsidiaries and certain joint ventures where the granting of a security interest is prohibited by the organizational documents thereof or by applicable law;

(iv) any lease, license, contract, or agreement to the extent the grant of a security interest therein would constitute a violation of a valid and enforceable restriction on assignment thereof (other than to the extent such restriction is rendered unenforceable by applicable law);

(v) assets held in trust or in a fiduciary capacity; and

(vi) any governmental licenses or permits to the extent the grant of a security interest therein is prohibited by applicable law.

Section 12: Guaranty

12.1 Target and Subsidiary Guaranty

Meridian Cloud Solutions Inc. (post-Closing) and each of Meridian's material domestic subsidiaries (together, the "Guarantors") shall jointly and severally, unconditionally and irrevocably, guarantee the full and punctual payment and performance of all obligations of the Borrower under the Term Loan Facility, including, without limitation, all principal, interest (including post-petition interest), fees, expenses, indemnification obligations, and other amounts from time to time owing under the Credit Agreement and the related loan documents (collectively, the "Guaranteed Obligations").

Each Guarantor's obligations under the guaranty shall be continuing, absolute, and unconditional, irrespective of (i) the genuineness, validity, regularity, or enforceability of the Credit Agreement or any other loan document, (ii) any change in the time, manner, or place of payment of the Guaranteed Obligations, (iii) any exchange, release, or non-perfection of any security interest, or (iv) any other circumstance that might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or guarantor. The guaranty shall be a guaranty of payment and not merely of collection.

Each Guarantor's obligations under the guaranty shall be limited to the maximum amount that would not render such Guarantor's obligations voidable under applicable fraudulent transfer or fraudulent conveyance laws (including the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, Section 548 of the Bankruptcy Code, and analogous state laws). The Credit Agreement shall contain customary contribution and subrogation provisions among the Guarantors.

12.2 Sponsor Guaranty

Solara Digital Infrastructure LP (the "Sponsor Guarantor") shall provide a limited recourse guaranty (the "Sponsor Guaranty") in favor of the Administrative Agent for the benefit of the Lenders, with the Sponsor Guarantor's guaranteed obligations limited to losses, damages, costs, and expenses incurred by the Administrative Agent and the Lenders arising out of or relating to the following:

(a) "Bad Boy" Acts. Fraud, intentional misrepresentation, willful misconduct, or misappropriation of collateral or funds by the Borrower, the Target, any Guarantor, or any of their respective officers, directors, managers, or controlling persons at the direction or with the knowledge of the Sponsor.

(b) Environmental Indemnities. Environmental liabilities arising from the operations or properties of the Borrower, the Target, or any Guarantor, to the extent such liabilities are attributable to conditions existing on or before the Closing Date or to violations of environmental laws occurring at the direction or with the knowledge of the Sponsor after the Closing Date.

(c) Breach of Specified Representations. Losses arising from any material breach of specified representations and warranties made by the Borrower or the Sponsor in the Credit Agreement or the related loan documents, to the extent such representations relate to the Sponsor's authority, organization, or the absence of undisclosed material liabilities of the Sponsor.

The Sponsor Guaranty shall expressly not constitute a guaranty of the full repayment obligations of the Borrower under the Term Loan Facility or the Credit Agreement. The Sponsor Guarantor's aggregate liability under the Sponsor Guaranty shall be subject to a cap to be agreed in the Credit Agreement. The form and substance of the Sponsor Guaranty shall be reasonably satisfactory to the Administrative Agent and the Sponsor Guarantor.

Section 13: Financial Covenant

Springing Total Net Leverage Ratio Covenant. The Credit Agreement shall contain a single financial maintenance covenant as follows:

Maximum Total Net Leverage Ratio. The Borrower shall not permit the Total Net Leverage Ratio as of the last day of any fiscal quarter to exceed 7.50 to 1.00 (7.50x), subject to the springing testing mechanism described below.

Springing Testing Mechanism. The Total Net Leverage Ratio covenant shall be tested quarterly, as of the last day of each fiscal quarter, only when and for so long as the aggregate outstanding amount of all revolving loans under any revolving credit facility (if and as established under the Credit Agreement or otherwise) exceeds thirty-five percent (35%) of the total revolving commitments as of such date (the "Springing Trigger"). For purposes of determining whether the Springing Trigger has been met, letters of credit outstanding in an aggregate face amount not exceeding Two Million Five Hundred Thousand Dollars ($2,500,000), and all undrawn letters of credit, shall be excluded from the calculation of aggregate outstanding revolving loans.

Covenant-Lite Structure. For purposes of the Term Loan Facility, no financial maintenance covenant shall be tested unless and until the Springing Trigger is activated. In the event that no revolving credit facility is established or, if established, revolving loans are not outstanding in excess of the Springing Trigger threshold, the Term Loan Facility shall not be subject to any ongoing financial maintenance covenant testing. This structure is consistent with the "covenant-lite" market convention for sponsor-backed term loan facilities.

Total Net Leverage Ratio Definition. The "Total Net Leverage Ratio" shall mean, as of any date of determination, the ratio of (i) Consolidated Total Net Debt as of such date to (ii) Consolidated Adjusted EBITDA for the most recently completed period of four (4) consecutive fiscal quarters ending on or prior to such date. "Consolidated Total Net Debt" shall mean the aggregate principal amount of all funded indebtedness of the Borrower and its consolidated subsidiaries on a consolidated basis, less unrestricted cash and cash equivalents of the Borrower and its consolidated subsidiaries on such date, subject to a cap on nettable cash to be agreed in the Credit Agreement (expected to be the lesser of (x) unrestricted cash and cash equivalents and (y) a specified dollar amount, such as $25,000,000). The Credit Agreement shall contain customary definitions and exclusions for purposes of calculating Consolidated Total Net Debt, including exclusions for undrawn letters of credit, hedging obligations, and intercompany indebtedness.

Equity Cure Rights. The Credit Agreement shall include customary equity cure provisions permitting the Sponsor (or Fund IV) to make equity contributions to the Borrower for the purpose of curing any breach of the Total Net Leverage Ratio covenant, subject to the following limitations: (a) no more than two (2) equity cures in any period of four (4) consecutive fiscal quarters, (b) no more than five (5) equity cures during the term of the Facility, (c) the amount of each equity cure contribution shall be deemed to increase Consolidated Adjusted EBITDA (or reduce Consolidated Total Net Debt) for the applicable test period solely for the purpose of determining compliance with the Total Net Leverage Ratio covenant, and (d) each equity cure contribution must be made within fifteen (15) business days after the date on which the applicable compliance certificate is required to be delivered.

Section 14: Adjusted EBITDA Definition

Consolidated Adjusted EBITDA. "Consolidated Adjusted EBITDA" shall mean, for any period, the Consolidated Net Income of the Borrower and its consolidated subsidiaries for such period, adjusted (without duplication) as follows:

Plus:

(a) interest expense (including imputed interest on capital leases and paid-in-kind interest) deducted in arriving at Consolidated Net Income;

(b) income tax expense (including federal, state, local, and foreign income taxes) deducted in arriving at Consolidated Net Income;

(c) depreciation and amortization expense (including amortization of acquired intangible assets, deferred financing costs, and original issue discount) deducted in arriving at Consolidated Net Income;

(d) stock-based compensation expense and other non-cash equity compensation charges;

(e) non-cash charges, write-downs, and losses (including non-cash impairment charges, non-cash purchase accounting adjustments, and unrealized losses on hedging and derivative instruments);

(f) transaction fees and expenses incurred in connection with the Acquisition, including advisory fees, legal fees, accounting fees, due diligence costs, financing fees, and other one-time costs directly related to the consummation of the Acquisition, in an aggregate amount not to exceed the estimated transaction fees and expenses set forth in the Sources and Uses table;

(g) management fees, monitoring fees, and transaction fees paid or payable to the Sponsor or its affiliates pursuant to the management services agreement (if any), in each case to the extent not prohibited by the Credit Agreement;

(h) restructuring charges, severance costs, integration costs, facilities opening and closing costs, business optimization expenses, and other non-recurring charges, in each case to the extent actually incurred and reasonably documented;

(i) cost savings, operating expense reductions, and revenue and operational synergies projected by the Borrower in good faith to be realized within eighteen (18) months following the Closing Date (or, with respect to cost savings projected in connection with any Permitted Acquisition, within eighteen (18) months following the consummation of such Permitted Acquisition), in an aggregate amount not to exceed twenty-five percent (25%) of LTM Adjusted EBITDA calculated before giving effect to such projected amounts (the "Add-Back Cap"); provided that (x) such cost savings, expense reductions, and synergies are reasonably identifiable and factually supportable, (y) the actions necessary to achieve such savings have been taken or are expected to be taken within such eighteen-month period, and (z) the aggregate amount of all such add-backs, when combined with all other add-backs described in this Section 14, does not cause Adjusted EBITDA to be increased by more than the Add-Back Cap; and

(j) other customary add-backs consistent with market practice for sponsor-backed SaaS acquisition financings, as agreed between the Borrower and the Administrative Agent.

Less:

(k) non-cash gains, non-cash income, and non-cash items increasing Consolidated Net Income (including unrealized gains on hedging and derivative instruments and non-cash purchase accounting adjustments resulting in gains); and

(l) other customary deductions as agreed between the Borrower and the Administrative Agent.

Pro Forma Adjustments. Consolidated Adjusted EBITDA shall be calculated on a pro forma basis giving effect to (i) the Acquisition (as if the Acquisition had been consummated on the first day of the applicable test period), (ii) any Permitted Acquisitions or material dispositions consummated during the applicable test period (as if such transactions had been consummated on the first day of the applicable test period), and (iii) any cost savings, operating expense reductions, or synergies described in clause (i) above, in each case to the extent not already reflected in the financial statements for such period. Pro forma adjustments shall be made in a manner consistent with Regulation S-X under the Securities Act of 1933 and shall be set forth in reasonable detail in a certificate of the Borrower's Chief Financial Officer.

Section 15: Negative Covenants

The Credit Agreement shall contain negative covenants customary for sponsor-backed SaaS acquisition financings of this type, including, without limitation, the following:

Indebtedness. The Borrower and its subsidiaries shall not create, incur, assume, or permit to exist any indebtedness, except for Permitted Debt. "Permitted Debt" shall include, subject to agreed terms, baskets, and conditions: (a) indebtedness under the Term Loan Facility, (b) a general basket for unsecured indebtedness in an amount to be agreed (expected to be the greater of a specified dollar amount and a percentage of Consolidated Adjusted EBITDA), (c) an incremental facility basket for additional first-lien, second-lien, or unsecured term loans or revolving facilities, subject to compliance with incurrence-based leverage tests and other customary conditions, (d) capital lease obligations and purchase money indebtedness in an aggregate amount to be agreed, (e) intercompany indebtedness (subject to subordination requirements), (f) indebtedness in respect of hedging obligations entered into in the ordinary course of business and not for speculative purposes, (g) indebtedness assumed in connection with Permitted Acquisitions, and (h) other customary exceptions.

Liens. The Borrower and its subsidiaries shall not create, incur, assume, or permit to exist any lien on any property or asset, except for Permitted Liens. "Permitted Liens" shall include: (a) liens securing the Term Loan Facility, (b) statutory liens for taxes, assessments, and governmental charges not yet delinquent, (c) mechanics', materialmen's, carriers', and similar liens arising in the ordinary course of business, (d) liens securing capital lease obligations and purchase money indebtedness (limited to the assets so financed), (e) easements, zoning restrictions, and similar encumbrances on real property, (f) judgment liens not constituting an Event of Default, (g) liens in favor of customs and revenue authorities, and (h) other customary exceptions.

Restricted Payments. The Borrower and its subsidiaries shall not declare or make any dividend, distribution, or other restricted payment (including any repurchase or redemption of equity interests), except as permitted by the following baskets and exceptions: (a) a builder basket tied to cumulative Excess Cash Flow, adjusted for other permitted payments and investments, commencing with a specified base amount, (b) an available amount basket (including a "grower" component tied to a specified percentage of Consolidated Adjusted EBITDA), (c) a management equity repurchase basket for the repurchase of equity interests held by current or former officers, directors, and employees (expected to be subject to an annual cap of Two Million Five Hundred Thousand Dollars ($2,500,000), with carry-forward provisions), (d) tax distributions to equity holders in an amount sufficient to cover income tax liabilities, and (e) other customary exceptions.

Investments. The Borrower and its subsidiaries shall not make or hold any investment (including loans, advances, equity contributions, and acquisitions), except for Permitted Investments. Permitted Investments shall include, subject to agreed terms and baskets: (a) cash and cash equivalents, (b) intercompany investments, (c) investments existing on the Closing Date, (d) Permitted Acquisitions (subject to compliance with specified conditions, including pro forma leverage tests), (e) a general investment basket, and (f) other customary exceptions.

Asset Sales. The Borrower and its subsidiaries shall not sell, transfer, lease, or otherwise dispose of any assets or property (including equity interests in subsidiaries), except (a) dispositions in the ordinary course of business, (b) dispositions of obsolete or surplus assets, (c) dispositions subject to the mandatory prepayment provisions of Section 10.1, (d) dispositions between or among the Borrower and the Guarantors, and (e) other customary exceptions, in each case subject to fair market value requirements and other conditions to be agreed.

Affiliate Transactions. The Borrower and its subsidiaries shall not enter into or permit to exist any transaction or series of related transactions with any affiliate (other than the Borrower or a wholly owned subsidiary), unless such transaction is (a) on terms no less favorable to the Borrower or such subsidiary than would be obtainable in a comparable arm's-length transaction with an unaffiliated person, and (b) if involving consideration in excess of a specified threshold (expected to be $2,500,000), approved by the majority of the disinterested members of the board of directors (or equivalent governing body) of the Borrower. Customary exceptions shall be provided for management fees, monitoring agreements, and other transactions with the Sponsor and its affiliates in the ordinary course of business, including (i) management and advisory fees payable to the Sponsor in an aggregate annual amount not to exceed a specified cap, (ii) customary director and officer compensation arrangements, and (iii) transactions expressly contemplated by the Acquisition Agreement or the Credit Agreement.

Fundamental Changes. The Borrower and its subsidiaries shall not merge or consolidate with any other person, dissolve, liquidate, or wind up its affairs, or change its organizational form, except as otherwise permitted by the Credit Agreement (including mergers of wholly owned subsidiaries into the Borrower or a Guarantor, and mergers or consolidations in connection with Permitted Acquisitions, subject to customary conditions).

Restrictive Agreements. The Borrower and its subsidiaries shall not enter into or permit to exist any contractual obligation that restricts the ability of any subsidiary to (a) pay dividends or make other distributions to the Borrower or any Guarantor, (b) make intercompany loans or advances, or (c) pledge assets to secure the obligations under the Term Loan Facility, subject to customary exceptions (including restrictions in the Credit Agreement itself, restrictions in connection with Permitted Debt, and customary restrictions in leases and licenses).

Section 16: Affirmative Covenants

The Credit Agreement shall contain affirmative covenants customary for transactions of this type, including, without limitation, the following:

Maintenance of Existence and Properties. The Borrower and each Guarantor shall preserve, renew, and maintain in full force and effect its legal existence and good standing in its jurisdiction of organization and in each other jurisdiction where the failure to do so could reasonably be expected to have a Material Adverse Effect, and shall maintain, preserve, and protect all of its material properties, assets, and rights necessary or useful in the proper conduct of its business.

Compliance with Laws. The Borrower and each Guarantor shall comply with all applicable laws, rules, regulations, and orders of any governmental authority, including, without limitation, environmental laws, tax laws, ERISA, anti-corruption laws (including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act), sanctions laws and regulations (including those administered by OFAC, the U.S. Department of State, the United Nations Security Council, and the European Union), and anti-money laundering laws (including the Bank Secrecy Act and the USA PATRIOT Act), except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes. The Borrower and each Guarantor shall timely pay and discharge all taxes, assessments, and governmental charges imposed upon it or upon its property, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings and adequate reserves have been established in accordance with GAAP, or (b) the failure to pay could not reasonably be expected to have a Material Adverse Effect.

Maintenance of Insurance. The Borrower and each Guarantor shall maintain insurance with financially sound and reputable insurance companies in such amounts, against such risks, and with such deductibles and self-insured retentions as are customary for businesses of similar size and type, including, without limitation, commercial general liability insurance, property and casualty insurance, business interruption insurance, errors and omissions / professional liability insurance, cyber liability insurance, and directors and officers liability insurance. The Administrative Agent shall be named as loss payee (with respect to property and casualty insurance) and as additional insured (with respect to liability insurance) on all such policies, as applicable.

Access to Books and Records. The Borrower and each Guarantor shall permit the Administrative Agent and its representatives (and, during the continuance of an Event of Default, any Lender), upon reasonable prior notice and during normal business hours, to visit and inspect any of the properties, corporate books, and financial records of the Borrower and each Guarantor, to examine and make copies of the books of account and other financial records, and to discuss the affairs, finances, and accounts with the officers, employees, and independent accountants of the Borrower and each Guarantor; provided that (a) such visits shall not unreasonably interfere with the business operations of the Borrower and the Guarantors, (b) in the absence of an Event of Default, such visits shall be limited to no more than two (2) per calendar year, and (c) all information obtained shall be subject to the confidentiality provisions of the Credit Agreement.

Use of Proceeds. The Borrower shall apply the proceeds of the Term Loan solely for the purposes set forth in Section 3 of this Term Sheet.

Further Assurances. The Borrower and each Guarantor shall, from time to time, execute and deliver such additional documents, instruments, and agreements, and take such other actions, as the Administrative Agent may reasonably request to carry out the purposes of the Credit Agreement and the related loan documents and to maintain, preserve, and protect the collateral and the perfection and priority of the security interests therein, including, without limitation, the delivery of additional collateral, the execution of additional security documents, and the filing of additional UCC financing statements or amendments.

Post-Closing Obligations. The Borrower and each Guarantor shall satisfy certain post-closing obligations within the time periods specified in a schedule to the Credit Agreement, which obligations shall include, without limitation, delivery of deposit account control agreements, delivery of landlord waivers and bailee letters, completion of intellectual property filings, and delivery of insurance endorsements. The specific post-closing obligations and applicable deadlines shall be set forth in the Credit Agreement based on the results of due diligence.

Section 17: Reporting Covenants

The Borrower shall deliver or cause to be delivered to the Administrative Agent the following financial statements, reports, and other information:

Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its consolidated subsidiaries as at the end of such fiscal year, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for such fiscal year, all in reasonable detail and prepared in accordance with GAAP applied consistently with prior periods, audited by an independent registered public accounting firm of recognized national standing (which, as of the date hereof, is Whitfield & Sable LLP), and accompanied by an opinion of such accounting firm that is not subject to any "going concern" qualification or any qualification as to the scope of the audit (other than qualifications relating solely to upcoming debt maturities within one year of the date of such financial statements, to the extent consistent with market practice).

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, the consolidated balance sheet of the Borrower and its consolidated subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income, comprehensive income, and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, all in reasonable detail and prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), certified by the Chief Financial Officer of the Borrower (or, if the Target's Chief Financial Officer is the designated reporting officer, the Chief Financial Officer of the Target) as presenting fairly, in all material respects, the financial position and results of operations of the Borrower and its consolidated subsidiaries as of the dates and for the periods indicated.

Annual Budget. Within sixty (60) days after the end of each fiscal year, a detailed annual budget of the Borrower and its consolidated subsidiaries for the upcoming fiscal year (and, if available, a summary budget for the subsequent fiscal year), including projected consolidated balance sheets, income statements, and cash flow statements, broken out on a quarterly basis, together with key operating metrics and the assumptions underlying such projections. The annual budget shall be prepared in good faith by management of the Borrower and shall be in form and detail reasonably satisfactory to the Administrative Agent.

Monthly ARR and SaaS Metrics Reports. Within thirty (30) days after the end of each calendar month, a report setting forth the

CONFIDENTIAL
TERM SHEET — SENIOR SECURED TERM LOAN FACILITY
Execution Version
April 18, 2026
Brindoval Internal Deal Reference: CNB-TLF-2026-0389
This Term Sheet sets forth the principal terms and conditions agreed between the parties for the Senior Secured Term Loan Facility described herein. This Term Sheet, together with the Commitment Letter dated as of the date hereof, constitutes a binding agreement of the parties with respect to the matters set forth herein, subject to the negotiation and execution of definitive documentation. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Commitment Letter or, where applicable, the meanings to be ascribed to such terms in the Credit Agreement (as defined below). In the event of any inconsistency between this Term Sheet and the Commitment Letter, the terms of the Commitment Letter shall control. The definitive Credit Agreement and related loan documents shall be prepared on the basis of the terms described herein and shall contain such additional provisions as are customary for credit facilities of this type and as may be agreed upon by the Borrower and the Administrative Agent, acting reasonably and in good faith.
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Section 1: Transaction Overview
Transaction Description. Solara Digital Infrastructure LP (the "Sponsor"), acting through Solara Digital Acquisition Holdings LLC (the "Borrower" or "Acquisition Sub"), 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 Meridian's existing shareholders (the "Selling Shareholders") pursuant to a Stock Purchase Agreement (the "Acquisition Agreement") to be entered into among the Borrower, Meridian, and the Selling Shareholders (the "Acquisition").
Meridian is a provider of enterprise cloud infrastructure management and SaaS-based orchestration platforms, headquartered in Austin, Texas, with operations across North America and select international markets. The Acquisition represents a continuation of Fund IV's investment thesis focused on high-growth, recurring-revenue technology platforms serving mission-critical enterprise workloads.
Enterprise Value / Purchase Price. The aggregate enterprise value of the Target, and the purchase price for the Acquisition, is Three Hundred Fifteen Million Dollars ($315,000,000) (the "Purchase Price"), subject to customary purchase price adjustments for working capital, cash, debt, and transaction expenses as set forth in the Acquisition Agreement.
Sources and Uses. The following table summarizes the anticipated sources and uses of funds in connection with the Acquisition and the transactions contemplated hereby:
The estimated transaction fees and expenses of Twelve Million Dollars ($12,000,000) include, without limitation, arrangement and structuring fees payable to the Lead Arranger, original issue discount, legal fees and expenses, accounting and due diligence fees, title and search fees, filing fees, and other customary closing costs. Cash to balance sheet of Three Million Dollars ($3,000,000) shall be available for general corporate purposes of the Target and its subsidiaries following the Closing Date.
Management Rollover. Jason Tremblay, Founder and Chief Executive Officer of Meridian, will roll over approximately Twenty Million Dollars ($20,000,000) of his sale proceeds into equity of the Borrower. Mr. Tremblay's rollover equity investment will be structured as a direct equity interest in Acquisition Sub, subject to the terms of a management equity agreement to be negotiated between Mr. Tremblay and the Sponsor. The rollover equity will not constitute a source of funds for purposes of this Term Sheet; the rollover amount is embedded within the equity contribution from Fund IV as reflected in the Sources and Uses table above.
Section 2: Parties
Borrower. Solara Digital Acquisition Holdings LLC, a Delaware limited liability company (Delaware Secretary of State File No. 7531209, to be filed in connection with the formation of the Borrower prior to the Closing Date). The Borrower is a newly formed, special-purpose entity organized for the sole purpose of consummating the Acquisition and the financing transactions contemplated hereby. The Borrower's sole member is Solara Digital Infrastructure Fund IV LP.
Sponsor / Sponsor Guarantor. Solara Digital Infrastructure LP, a Delaware limited partnership (Delaware Secretary of State File No. 7294185), acting in its capacity as sponsor of the Acquisition and as limited recourse guarantor of certain obligations of the Borrower as more fully described in Section 12.2 hereof. Solara Digital Infrastructure LP is the management company and general partner affiliate of Fund IV, with principal offices at 150 East 52nd Street, Suite 3200, New York, NY 10022.
Guarantors. Meridian Cloud Solutions Inc., a Delaware corporation (post-Closing), together with each of Meridian's material domestic subsidiaries existing on the Closing Date or formed or acquired thereafter (collectively, the "Guarantors"), shall serve as guarantors of all obligations of the Borrower under the Term Loan Facility. The initial Guarantors shall be identified in a schedule to the Credit Agreement based on the results of due diligence, and shall include, at a minimum, Meridian Cloud Solutions Inc. and each domestic subsidiary of Meridian that, individually, accounts for five percent (5%) or more of consolidated total assets or consolidated total revenue of the Target and its subsidiaries, taken as a whole.
Administrative Agent. Brindoval National Bank, N.A. (the "Administrative Agent"), a national banking association organized and existing under the laws of the United States, with its principal offices located at 383 Madison Avenue, 14th Floor, New York, New York 10179. The Administrative Agent shall serve as the administrative agent and collateral agent under the Credit Agreement on behalf of the Lenders.
Lead Arranger and Sole Bookrunner. Brindoval National Bank, N.A., in its capacity as lead arranger and sole bookrunner for the Term Loan Facility. The Lead Arranger shall have the exclusive right to manage all aspects of the syndication of the Term Loan Facility, including the selection of additional Lenders, the determination of allocations, the preparation of marketing materials, and the scheduling and conduct of lender meetings.
Lenders. Brindoval National Bank, N.A. and such other financial institutions as may become parties to the Credit Agreement through syndication, assignment, or participation in accordance with the terms thereof (collectively, the "Lenders"). The identity and respective commitments of the Lenders shall be set forth in the Credit Agreement.
Section 3: Facility
Type. Senior Secured Term Loan Facility (the "Term Loan Facility" or the "Facility"). The Term Loan Facility shall be a first-lien senior secured credit facility, ranking senior in right of payment to all subordinated indebtedness of the Borrower and the Guarantors, and secured by a first-priority perfected security interest in substantially all assets of the Borrower, the Target, and the Guarantors as more fully described in Section 11 hereof.
Facility Amount. Two Hundred Million Dollars ($200,000,000). The aggregate principal amount of the Term Loan Facility shall not exceed $200,000,000, subject to the market flex provisions described in Section 22 hereof and any incremental facility provisions to be set forth in the Credit Agreement.
Purpose. The proceeds of the Term Loan Facility shall be used solely (i) to finance, in part, the Acquisition, (ii) to pay fees and expenses incurred in connection with the Acquisition and the Term Loan Facility, and (iii) to provide cash to the balance sheet of the Target for use as working capital and for general corporate purposes. No portion of the proceeds of the Term Loan Facility shall be used for any purpose that violates applicable law, including, without limitation, Regulation U of the Board of Governors of the Federal Reserve System or any applicable sanctions, anti-corruption, or anti-money laundering laws.
Availability. The Term Loan Facility shall be available in a single drawing on the Closing Date. Amounts repaid or prepaid under the Term Loan Facility may not be re-borrowed.
Closing Date. The Closing Date is targeted for June 30, 2026 (or such other date as may be mutually agreed by the Borrower and the Administrative Agent in writing). Funding on the Closing Date is subject to the satisfaction (or waiver) of the conditions precedent set forth in Section 20 hereof and in the Commitment Letter.
Section 4: Interest Rate
Interest Rate. The Term Loan shall bear interest at a rate per annum equal to Adjusted Term SOFR plus a margin of four hundred seventy-five (475) basis points (4.75%).
Adjusted Term SOFR. "Adjusted Term SOFR" means, for any interest period, the per annum rate equal to Term SOFR for such interest period (as published by the CME Group Benchmark Administration Limited, or a successor administrator, on the applicable SOFR determination date), plus a credit spread adjustment (the "CSA") of ten (10) basis points (0.10%). In the event that Term SOFR ceases to be published or is no longer representative, the Administrative Agent shall select a replacement benchmark rate in accordance with the benchmark replacement provisions to be set forth in the Credit Agreement, which provisions shall be consistent with the ARRC (Alternative Reference Rates Committee) recommended fallback language for syndicated business loans.
SOFR Floor. Notwithstanding anything to the contrary herein, in no event shall Term SOFR (prior to the application of the CSA) be deemed to be less than one percent (1.00%) per annum (the "SOFR Floor"). For the avoidance of doubt, if the published Term SOFR for any interest period is less than 1.00%, Term SOFR shall be deemed to be 1.00% for purposes of calculating Adjusted Term SOFR for such interest period.
Interest Periods. The Borrower may elect interest periods of one (1) month, three (3) months, or six (6) months, in each case subject to availability and market conventions. In the absence of a timely election by the Borrower, the interest period shall default to one (1) month. Interest periods of other durations may be available if agreed to by the Administrative Agent and all affected Lenders.
Default Rate. Upon the occurrence and during the continuance of any Event of Default (as defined in Section 19), the outstanding principal balance of the Term Loan, and, to the extent permitted by applicable law, all overdue interest, fees, and other amounts payable under the Credit Agreement, shall bear interest at a rate per annum equal to the otherwise applicable interest rate plus two hundred (200) basis points (2.00%) (the "Default Rate"). The Default Rate shall apply automatically upon the occurrence of any Event of Default described in the bankruptcy and insolvency provisions of the Credit Agreement, and upon written notice from the Administrative Agent (at the direction of the Required Lenders) with respect to all other Events of Default.
Interest Payment Dates. Interest on the Term Loan shall be payable in arrears on the last business day of each applicable interest period. For interest periods exceeding three (3) months in duration, interest shall also be payable at three-month intervals following the commencement of such interest period. Interest shall also be payable upon any prepayment (voluntary or mandatory) of principal with respect to the amount prepaid.
Day Count Convention. Interest on the Term Loan shall be calculated on the basis of a 360-day year for the actual number of days elapsed (Actual/360), including the first day of the applicable interest period but excluding the last day thereof.
Section 5: Original Issue discount
Original Issue discount. The Term Loan Facility shall be issued with an original issue discount ("OID") of two percent (2.00%) of the aggregate principal amount of the Term Loan Facility.
Calculation. The OID shall be calculated as follows:
$200,000,000 × 2.00% = $4,000,000
Net Proceeds to Borrower. After giving effect to the OID, the net cash proceeds received by the Borrower on the Closing Date from the Term Loan Facility shall be One Hundred Ninety-Six Million Dollars ($196,000,000). For the avoidance of doubt, the full par amount of Two Hundred Million Dollars ($200,000,000) shall constitute the outstanding principal amount of the Term Loan for all purposes under the Credit Agreement, including for purposes of calculating interest, amortization, mandatory prepayments, and all other obligations of the Borrower.
Treatment. The OID shall be payable at Closing. The Term Loan shall be funded at ninety-eight percent (98.00%) of par. The OID is reflected in the estimated transaction fees and expenses set forth in the Sources and Uses table in Section 1.
Section 6: Fees
Arrangement Fee. An arrangement fee equal to one and one-half percent (1.50%) of the total commitment amount of the Term Loan Facility, calculated as follows:
$200,000,000 × 1.50% = $3,000,000
The arrangement fee shall be payable by the Borrower to the Lead Arranger in immediately available funds on the Closing Date, and shall be fully earned and non-refundable upon payment. Additional terms and conditions relating to the arrangement fee are set forth in the Fee Letter dated as of the date hereof between the Borrower and the Lead Arranger (the "Fee Letter"), the terms of which are incorporated herein by reference. The arrangement fee is separate from and in addition to the OID described in Section 5.
Structuring Fee. A flat structuring fee of Five Hundred Thousand Dollars ($500,000), payable by the Borrower to Brindoval National Bank, N.A. in immediately available funds on the Closing Date. The structuring fee compensates the Administrative Agent for its services in structuring, underwriting, and documenting the Term Loan Facility, and shall be fully earned and non-refundable upon payment. Additional terms and conditions relating to the structuring fee are set forth in the Fee Letter.
Undrawn Commitment Fee. In the event that a delayed draw tranche or revolving credit facility is added to the Facility (whether pursuant to the market flex provisions of Section 22, the incremental facility provisions of the Credit Agreement, or otherwise), an undrawn commitment fee of one-half of one percent (0.50%) per annum shall be payable on any unfunded commitments thereunder, calculated on the basis of the average daily unused amount of such commitments, payable quarterly in arrears. No undrawn commitment fee is applicable to the Term Loan Facility as structured in this Term Sheet, as the Term Loan Facility is available in a single draw on the Closing Date.
Administrative Agent Fee. An annual administrative agent fee in an amount to be agreed between the Borrower and the Administrative Agent, payable in advance on the Closing Date and on each anniversary thereof. The amount and terms of the administrative agent fee shall be set forth in a separate letter agreement between the Borrower and the Administrative Agent.
Section 7: Maturity
Maturity Date. The Term Loan Facility shall mature on the date that is seven (7) years following the Closing Date (the "Maturity Date"). Based on the targeted Closing Date of June 30, 2026, the Maturity Date is expected to be June 30, 2033.
All outstanding principal, together with all accrued and unpaid interest, fees, and all other obligations of the Borrower under the Credit Agreement and the related loan documents, shall be due and payable in full in cash on the Maturity Date. No extension of the Maturity Date shall be effective unless agreed to in writing by each affected Lender and the Administrative Agent. The Maturity Date shall be subject to acceleration upon the occurrence of certain Events of Default as set forth in Section 19 hereof and the Credit Agreement.
Section 8: Amortization
Scheduled Amortization. The Term Loan shall amortize at a rate of one percent (1.0%) per annum of the original principal amount of the Term Loan Facility, payable in equal quarterly installments, as follows:
Annual amortization: $200,000,000 × 1.0% = $2,000,000
Quarterly installment: $2,000,000 ÷ 4 = $500,000
Payment Dates. Scheduled amortization payments shall be due and payable on the last business day of each fiscal quarter of the Borrower, commencing with the first full fiscal quarter ending after the Closing Date. Assuming a Closing Date of June 30, 2026, the first scheduled amortization payment would be due on September 30, 2026. Each quarterly amortization payment shall be in the amount of Five Hundred Thousand Dollars ($500,000), representing one-quarter of the annual amortization amount.
Remaining Balance. The balance of all unpaid principal remaining outstanding under the Term Loan Facility, together with all accrued and unpaid interest thereon, shall be due and payable in full on the Maturity Date. Given the low amortization rate of 1.0% per annum, the substantial majority of the original principal amount of the Term Loan will remain outstanding at maturity. Over the seven-year term of the Facility, total scheduled amortization payments will aggregate approximately Fourteen Million Dollars ($14,000,000), leaving a balloon payment of approximately One Hundred Eighty-Six Million Dollars ($186,000,000) due at maturity (before giving effect to any voluntary or mandatory prepayments).
Application. Scheduled amortization payments shall be applied to reduce the outstanding principal balance of the Term Loan on a pro rata basis among all Lenders holding Term Loans.
Section 9: Voluntary Prepayments
Permitted Voluntary Prepayments. The Borrower may, at its option, voluntarily prepay the Term Loan in whole or in part at any time and from time to time, subject to the terms and conditions set forth below.
Call Protection — First Twelve Months. Any voluntary prepayment of the Term Loan made during the first twelve (12) months following the Closing Date (the "Call Protection Period") shall be subject to a prepayment premium equal to one percent (1.0%) of the aggregate principal amount of such prepayment (the "Soft Call Premium"). For the avoidance of doubt, the Soft Call Premium shall apply to any voluntary prepayment made during the Call Protection Period, whether such prepayment is in connection with a repricing transaction, a refinancing, or otherwise. The Soft Call Premium shall not apply to any mandatory prepayment described in Section 10 hereof or to any scheduled amortization payment described in Section 8 hereof.
After Twelve Months. Following the expiration of the Call Protection Period, the Term Loan may be prepaid in whole or in part at par, without premium or penalty.
Minimum Amounts. Each voluntary partial prepayment of the Term Loan 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; provided that, if the outstanding principal balance of the Term Loan at the time of such prepayment is less than One Million Dollars ($1,000,000), the minimum prepayment amount shall be the entire outstanding principal balance of the Term Loan.
Notice Requirements. The Borrower shall provide the Administrative Agent with not less than three (3) business days' prior written notice of any voluntary prepayment, specifying the prepayment date, the principal amount to be prepaid, and the interest period(s) to which the prepayment shall be applied. Any such notice may be conditioned upon the occurrence or non-occurrence of specified events (including, without limitation, the consummation of a refinancing or other transaction), and may be revoked by the Borrower by written notice to the Administrative Agent at any time prior to the scheduled prepayment date. In the event that a notice of prepayment is revoked, no prepayment premium or breakage costs shall be payable solely by reason of the delivery and revocation of such notice.
Application of Voluntary Prepayments. Voluntary prepayments shall be applied to the outstanding principal balance of the Term Loan and shall reduce remaining scheduled amortization payments in direct order of maturity (or in inverse order of maturity, or on a pro rata basis, as elected by the Borrower with the consent of the Administrative Agent), unless otherwise specified in the Credit Agreement.
Breakage Costs. In connection with any voluntary prepayment made on a date other than the last day of an applicable interest period, the Borrower shall compensate each Lender for any loss, cost, or expense (including any loss of anticipated margin) incurred by such Lender as a result of such prepayment, as reasonably determined by such Lender.
Section 10: Mandatory Prepayments
10.1 Asset Sales
The Borrower shall prepay the Term Loan in an amount equal to one hundred percent (100%) of the net cash proceeds received by the Borrower, the Target, or any Guarantor from any asset sale or other disposition of property (whether in a single transaction or a series of related transactions), other than dispositions in the ordinary course of business, subject to the following:
(a) De Minimis Basket. No mandatory prepayment shall be required with respect to asset sale proceeds to the extent that the aggregate net cash proceeds from all asset sales during any fiscal year do not exceed Two Million Five Hundred Thousand Dollars ($2,500,000) (the "De Minimis Basket"). Once aggregate net cash proceeds from asset sales during a fiscal year exceed the De Minimis Basket, only the excess above such threshold shall be subject to mandatory prepayment (or, alternatively, the entire amount above the threshold, as to be specified in the Credit Agreement).
(b) Reinvestment Rights. Notwithstanding the foregoing, the Borrower shall not be required to make a mandatory prepayment with respect to net cash proceeds from any asset sale to the extent that (i) the Borrower delivers a reinvestment notice to the Administrative Agent within ten (10) business days following receipt of such net cash proceeds, certifying its intent to reinvest (or commit to reinvest) such proceeds in assets useful in its business, and (ii) such net cash proceeds are in fact reinvested (or committed to be reinvested) within three hundred sixty-five (365) days following the date of receipt thereof (the "Initial Reinvestment Period"). In the event that the Borrower has committed to reinvest such proceeds during the Initial Reinvestment Period but has not completed such reinvestment, the Borrower shall have an additional one hundred eighty (180) days following the expiration of the Initial Reinvestment Period (for a total period of five hundred forty-five (545) days from receipt) to complete such reinvestment (the "Extended Reinvestment Period"). Any net cash proceeds not reinvested (or committed to be reinvested) within the applicable reinvestment period shall be applied to prepay the Term Loan within five (5) business days following the expiration of such period.
(c) Ordinary Course Exclusions. Asset sales in the ordinary course of business, including, without limitation, (i) sales of inventory, (ii) dispositions of obsolete, worn-out, or surplus equipment, (iii) non-exclusive licenses of intellectual property, and (iv) cash management activities, shall not give rise to mandatory prepayment obligations.
10.2 Debt Issuances
The Borrower shall prepay the Term Loan in an amount equal to one hundred percent (100%) of the net cash proceeds received by the Borrower, the Target, or any Guarantor from the issuance or incurrence of any indebtedness (other than Permitted Debt, as such term shall be defined in the Credit Agreement). For purposes of this provision, "net cash proceeds" means the gross cash proceeds received from such issuance, less customary and reasonable underwriting discounts, commissions, fees, and expenses actually paid in connection therewith. The mandatory prepayment required by this Section 10.2 shall be made within five (5) business days following the receipt of such net cash proceeds.
10.3 Excess Cash Flow Sweep
Percentage. Following the end of each fiscal year (commencing with the fiscal year ending December 31, 2026), the Borrower shall prepay the Term Loan in an amount equal to fifty percent (50%) of Excess Cash Flow ("ECF") for such fiscal year, subject to the step-downs described below.
Step-Downs. The ECF sweep percentage shall be subject to the following step-downs based on the Total Net Leverage Ratio of the Borrower and its consolidated subsidiaries as of the last day of the applicable fiscal year:
(a) If the Total Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 4.50 to 1.00 (4.50x), the ECF sweep percentage shall be reduced to twenty-five percent (25%) of Excess Cash Flow for such fiscal year.
(b) If the Total Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 3.50 to 1.00 (3.50x), the ECF sweep percentage shall be reduced to zero percent (0%) of Excess Cash Flow for such fiscal year (i.e., no ECF sweep shall be required).
Calculation Period. Excess Cash Flow shall be calculated on an annual basis for each fiscal year, based upon the audited financial statements of the Borrower and its consolidated subsidiaries delivered pursuant to Section 17. The ECF sweep payment for each fiscal year shall be due within ten (10) business days following the delivery of the annual audited financial statements for such fiscal year (and in any event not later than 130 days after the end of such fiscal year).
First ECF Sweep. The first ECF sweep calculation shall be for the fiscal year ending December 31, 2026, which may be a partial year depending on the actual Closing Date. To the extent the Closing Date occurs on June 30, 2026 as targeted, the first ECF sweep calculation will cover the approximately six-month period from the Closing Date through December 31, 2026.
Netting of Voluntary Prepayments. Voluntary prepayments of the Term Loan made by the Borrower during the relevant fiscal year (including any Soft Call Premiums paid in connection therewith, but excluding any scheduled amortization payments) shall be credited against, and shall reduce dollar-for-dollar, the ECF sweep obligation for such fiscal year. For the avoidance of doubt, if the aggregate amount of voluntary prepayments made during a fiscal year exceeds the ECF sweep amount otherwise required for such fiscal year, no ECF sweep payment shall be required for such fiscal year, and the excess shall not create a credit or carry-forward against ECF sweep obligations in any subsequent fiscal year.
ECF Definition. "Excess Cash Flow" shall be defined in the Credit Agreement and shall generally mean, for any period, Consolidated Net Income for such period, adjusted as follows:
plus: depreciation, amortization, and other non-cash charges deducted in arriving at Consolidated Net Income;
minus: (i) unfinanced capital expenditures actually made in cash during such period, (ii) scheduled principal payments of funded indebtedness (including scheduled amortization of the Term Loan) actually made during such period, (iii) cash taxes actually paid during such period, (iv) increases (or plus decreases) in working capital during such period, (v) cash restructuring charges and other customary deductions, and (vi) such other items as are customary for excess cash flow definitions in leveraged acquisition financings;
in each case, as more fully defined and set forth in the Credit Agreement.
10.4 Application of Mandatory Prepayments
All mandatory prepayments under this Section 10 shall be applied to the outstanding principal balance of the Term Loan and shall reduce remaining scheduled amortization payments in direct order of maturity (i.e., first to the next-occurring scheduled amortization payment, then to the following scheduled amortization payment, and so on) unless otherwise agreed by the Borrower and the Administrative Agent in the Credit Agreement. Mandatory prepayments shall be applied to the loans of all Lenders on a pro rata basis.
Section 11: Security / Collateral
Collateral. All obligations of the Borrower under the Term Loan Facility, and all guarantee obligations of each Guarantor, shall be secured by a first-priority perfected security interest (subject only to Permitted Liens) in substantially all assets of the Borrower, Meridian Cloud Solutions Inc. (post-Closing), and each Guarantor, including, without limitation, the following:
(a) Equity Interests. One hundred percent (100%) of the issued and outstanding equity interests in all domestic subsidiaries of the Borrower and each Guarantor, including one hundred percent (100%) of the equity interests in Meridian Cloud Solutions Inc. and each of its material domestic subsidiaries. With respect to first-tier foreign subsidiaries (if any), the pledge shall be limited to sixty-five percent (65%) of the voting equity interests in such first-tier foreign subsidiaries, in order to minimize adverse tax consequences under Section 956 of the Internal Revenue Code.
(b) intellectual Property. All intellectual property of the Borrower, the Target, and each Guarantor, including, without limitation, all patents, patent applications, trademarks, trademark registrations, service marks, trade names, copyrights, copyright registrations, software (including proprietary source code to the extent owned and subject to customary escrow arrangements), trade secrets, domain names, and all licenses, royalties, and proceeds relating thereto. The security interest in intellectual property shall be subject to customary exclusions for (i) immaterial intellectual property, (ii) intellectual property subject to license agreements containing enforceable anti-assignment or anti-encumbrance provisions that would be violated by the grant of a security interest (but only to the extent that such provisions are not rendered unenforceable by applicable law, including Sections 9-406 and 9-408 of the Uniform Commercial Code), and (iii) intent-to-use trademark applications to the extent a security interest therein would impair the validity or enforceability thereof under applicable law.
(c) Accounts Receivable. All accounts receivable of the Borrower, the Target, and each Guarantor, whether now existing or hereafter arising, including all rights to payment for goods sold or services rendered.
(d) Equipment. All equipment of the Borrower, the Target, and each Guarantor, including all machinery, furniture, fixtures, vehicles (subject to the exclusions noted below), computers, servers, and other tangible personal property.
(e) Deposit Accounts. All deposit accounts of the Borrower, the Target, and each Guarantor, subject to deposit account control agreements ("DACAs") to be entered into in favor of the Administrative Agent with each depositary bank at which such accounts are maintained. The Borrower and Guarantors shall be required to deliver DACAs with respect to all material deposit accounts within sixty (60) days following the Closing Date (or such later date as agreed by the Administrative Agent).
(f) General Intangibles and Other Personal Property. All general intangibles, chattel paper (whether tangible or electronic), instruments, investment property (including securities accounts and commodity accounts), letter-of-credit rights, commercial tort claims (above a specified threshold), documents, supporting obligations, and all other personal property of the Borrower, the Target, and each Guarantor, whether now owned or hereafter acquired, together with all proceeds, products, accessions, rents, profits, and substitutions of and to any of the foregoing.
UCC Filings. The Administrative Agent (or its designee) shall file UCC-1 financing statements with the Delaware Secretary of State with respect to the Borrower (as debtor) and Meridian Cloud Solutions Inc. (as debtor), and in such other jurisdictions as are necessary or advisable to perfect the security interests granted hereunder. Additional filings shall be made with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, to perfect security interests in registered intellectual property. The Borrower and each Guarantor shall cooperate fully with the Administrative Agent in the preparation and filing of all such documents.
Existing Liens. All existing liens and security interests encumbering the assets of the Target and its subsidiaries, including, without limitation, any existing UCC-1 financing statements filed in connection with equipment lease financing or other pre-existing credit facilities, shall be terminated, released, or subordinated (in form and substance reasonably satisfactory to the Administrative Agent) at or prior to the Closing Date. The Borrower shall deliver to the Administrative Agent on or before the Closing Date evidence of the termination or subordination of all such existing liens, including UCC-3 termination statements, lien release letters, and payoff letters from existing creditors, as applicable.
Exclusions. The collateral package described above shall be subject to customary exclusions, including, without limitation:
(i) assets for which the cost or burden of obtaining perfection of the security interest would be disproportionate to the value of such assets as collateral, as reasonably determined by the Administrative Agent and the Borrower;
(ii) motor vehicles and other assets subject to certificates of title, to the extent the aggregate value of such assets does not exceed a threshold to be agreed in the Credit Agreement (expected to be $250,000);
(iii) equity interests in immaterial foreign subsidiaries and certain joint ventures where the granting of a security interest is prohibited by the organizational documents thereof or by applicable law;
(iv) any lease, license, contract, or agreement to the extent the grant of a security interest therein would constitute a violation of a valid and enforceable restriction on assignment thereof (other than to the extent such restriction is rendered unenforceable by applicable law);
(v) assets held in trust or in a fiduciary capacity; and
(vi) any governmental licenses or permits to the extent the grant of a security interest therein is prohibited by applicable law.
Section 12: Guaranty
12.1 Target and Subsidiary Guaranty
Meridian Cloud Solutions Inc. (post-Closing) and each of Meridian's material domestic subsidiaries (together, the "Guarantors") shall jointly and severally, unconditionally and irrevocably, guarantee the full and punctual payment and performance of all obligations of the Borrower under the Term Loan Facility, including, without limitation, all principal, interest (including post-petition interest), fees, expenses, indemnification obligations, and other amounts from time to time owing under the Credit Agreement and the related loan documents (collectively, the "Guaranteed Obligations").
Each Guarantor's obligations under the guaranty shall be continuing, absolute, and unconditional, irrespective of (i) the genuineness, validity, regularity, or enforceability of the Credit Agreement or any other loan document, (ii) any change in the time, manner, or place of payment of the Guaranteed Obligations, (iii) any exchange, release, or non-perfection of any security interest, or (iv) any other circumstance that might otherwise constitute a defense available to, or a legal or equitable discharge of, a surety or guarantor. The guaranty shall be a guaranty of payment and not merely of collection.
Each Guarantor's obligations under the guaranty shall be limited to the maximum amount that would not render such Guarantor's obligations voidable under applicable fraudulent transfer or fraudulent conveyance laws (including the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, Section 548 of the Bankruptcy Code, and analogous state laws). The Credit Agreement shall contain customary contribution and subrogation provisions among the Guarantors.
12.2 Sponsor Guaranty
Solara Digital Infrastructure LP (the "Sponsor Guarantor") shall provide a limited recourse guaranty (the "Sponsor Guaranty") in favor of the Administrative Agent for the benefit of the Lenders, with the Sponsor Guarantor's guaranteed obligations limited to losses, damages, costs, and expenses incurred by the Administrative Agent and the Lenders arising out of or relating to the following:
(a) "Bad Boy" Acts. Fraud, intentional misrepresentation, willful misconduct, or misappropriation of collateral or funds by the Borrower, the Target, any Guarantor, or any of their respective officers, directors, managers, or controlling persons at the direction or with the knowledge of the Sponsor.
(b) Environmental Indemnities. Environmental liabilities arising from the operations or properties of the Borrower, the Target, or any Guarantor, to the extent such liabilities are attributable to conditions existing on or before the Closing Date or to violations of environmental laws occurring at the direction or with the knowledge of the Sponsor after the Closing Date.
(c) Breach of Specified Representations. Losses arising from any material breach of specified representations and warranties made by the Borrower or the Sponsor in the Credit Agreement or the related loan documents, to the extent such representations relate to the Sponsor's authority, organization, or the absence of undisclosed material liabilities of the Sponsor.
The Sponsor Guaranty shall expressly not constitute a guaranty of the full repayment obligations of the Borrower under the Term Loan Facility or the Credit Agreement. The Sponsor Guarantor's aggregate liability under the Sponsor Guaranty shall be subject to a cap to be agreed in the Credit Agreement. The form and substance of the Sponsor Guaranty shall be reasonably satisfactory to the Administrative Agent and the Sponsor Guarantor.
Section 13: Financial Covenant
Springing Total Net Leverage Ratio Covenant. The Credit Agreement shall contain a single financial maintenance covenant as follows:
Maximum Total Net Leverage Ratio. The Borrower shall not permit the Total Net Leverage Ratio as of the last day of any fiscal quarter to exceed 7.50 to 1.00 (7.50x), subject to the springing testing mechanism described below.
Springing Testing Mechanism. The Total Net Leverage Ratio covenant shall be tested quarterly, as of the last day of each fiscal quarter, only when and for so long as the aggregate outstanding amount of all revolving loans under any revolving credit facility (if and as established under the Credit Agreement or otherwise) exceeds thirty-five percent (35%) of the total revolving commitments as of such date (the "Springing Trigger"). For purposes of determining whether the Springing Trigger has been met, letters of credit outstanding in an aggregate face amount not exceeding Two Million Five Hundred Thousand Dollars ($2,500,000), and all undrawn letters of credit, shall be excluded from the calculation of aggregate outstanding revolving loans.
Covenant-Lite Structure. For purposes of the Term Loan Facility, no financial maintenance covenant shall be tested unless and until the Springing Trigger is activated. In the event that no revolving credit facility is established or, if established, revolving loans are not outstanding in excess of the Springing Trigger threshold, the Term Loan Facility shall not be subject to any ongoing financial maintenance covenant testing. This structure is consistent with the "covenant-lite" market convention for sponsor-backed term loan facilities.
Total Net Leverage Ratio Definition. The "Total Net Leverage Ratio" shall mean, as of any date of determination, the ratio of (i) Consolidated Total Net Debt as of such date to (ii) Consolidated Adjusted EBITDA for the most recently completed period of four (4) consecutive fiscal quarters ending on or prior to such date. "Consolidated Total Net Debt" shall mean the aggregate principal amount of all funded indebtedness of the Borrower and its consolidated subsidiaries on a consolidated basis, less unrestricted cash and cash equivalents of the Borrower and its consolidated subsidiaries on such date, subject to a cap on nettable cash to be agreed in the Credit Agreement (expected to be the lesser of (x) unrestricted cash and cash equivalents and (y) a specified dollar amount, such as $25,000,000). The Credit Agreement shall contain customary definitions and exclusions for purposes of calculating Consolidated Total Net Debt, including exclusions for undrawn letters of credit, hedging obligations, and intercompany indebtedness.
Equity Cure Rights. The Credit Agreement shall include customary equity cure provisions permitting the Sponsor (or Fund IV) to make equity contributions to the Borrower for the purpose of curing any breach of the Total Net Leverage Ratio covenant, subject to the following limitations: (a) no more than two (2) equity cures in any period of four (4) consecutive fiscal quarters, (b) no more than five (5) equity cures during the term of the Facility, (c) the amount of each equity cure contribution shall be deemed to increase Consolidated Adjusted EBITDA (or reduce Consolidated Total Net Debt) for the applicable test period solely for the purpose of determining compliance with the Total Net Leverage Ratio covenant, and (d) each equity cure contribution must be made within fifteen (15) business days after the date on which the applicable compliance certificate is required to be delivered.
Section 14: Adjusted EBITDA Definition
Consolidated Adjusted EBITDA. "Consolidated Adjusted EBITDA" shall mean, for any period, the Consolidated Net Income of the Borrower and its consolidated subsidiaries for such period, adjusted (without duplication) as follows:
Plus:
(a) interest expense (including imputed interest on capital leases and paid-in-kind interest) deducted in arriving at Consolidated Net Income;
(b) income tax expense (including federal, state, local, and foreign income taxes) deducted in arriving at Consolidated Net Income;
(c) depreciation and amortization expense (including amortization of acquired intangible assets, deferred financing costs, and original issue discount) deducted in arriving at Consolidated Net Income;
(d) stock-based compensation expense and other non-cash equity compensation charges;
(e) non-cash charges, write-downs, and losses (including non-cash impairment charges, non-cash purchase accounting adjustments, and unrealized losses on hedging and derivative instruments);
(f) transaction fees and expenses incurred in connection with the Acquisition, including advisory fees, legal fees, accounting fees, due diligence costs, financing fees, and other one-time costs directly related to the consummation of the Acquisition, in an aggregate amount not to exceed the estimated transaction fees and expenses set forth in the Sources and Uses table;
(g) management fees, monitoring fees, and transaction fees paid or payable to the Sponsor or its affiliates pursuant to the management services agreement (if any), in each case to the extent not prohibited by the Credit Agreement;
(h) restructuring charges, severance costs, integration costs, facilities opening and closing costs, business optimization expenses, and other non-recurring charges, in each case to the extent actually incurred and reasonably documented;
(i) cost savings, operating expense reductions, and revenue and operational synergies projected by the Borrower in good faith to be realized within eighteen (18) months following the Closing Date (or, with respect to cost savings projected in connection with any Permitted Acquisition, within eighteen (18) months following the consummation of such Permitted Acquisition), in an aggregate amount not to exceed twenty-five percent (25%) of LTM Adjusted EBITDA calculated before giving effect to such projected amounts (the "Add-Back Cap"); provided that (x) such cost savings, expense reductions, and synergies are reasonably identifiable and factually supportable, (y) the actions necessary to achieve such savings have been taken or are expected to be taken within such eighteen-month period, and (z) the aggregate amount of all such add-backs, when combined with all other add-backs described in this Section 14, does not cause Adjusted EBITDA to be increased by more than the Add-Back Cap; and
(j) other customary add-backs consistent with market practice for sponsor-backed SaaS acquisition financings, as agreed between the Borrower and the Administrative Agent.
Less:
(k) non-cash gains, non-cash income, and non-cash items increasing Consolidated Net Income (including unrealized gains on hedging and derivative instruments and non-cash purchase accounting adjustments resulting in gains); and
(l) other customary deductions as agreed between the Borrower and the Administrative Agent.
Pro Forma Adjustments. Consolidated Adjusted EBITDA shall be calculated on a pro forma basis giving effect to (i) the Acquisition (as if the Acquisition had been consummated on the first day of the applicable test period), (ii) any Permitted Acquisitions or material dispositions consummated during the applicable test period (as if such transactions had been consummated on the first day of the applicable test period), and (iii) any cost savings, operating expense reductions, or synergies described in clause (i) above, in each case to the extent not already reflected in the financial statements for such period. Pro forma adjustments shall be made in a manner consistent with Regulation S-X under the Securities Act of 1933 and shall be set forth in reasonable detail in a certificate of the Borrower's Chief Financial Officer.
Section 15: Negative Covenants
The Credit Agreement shall contain negative covenants customary for sponsor-backed SaaS acquisition financings of this type, including, without limitation, the following:
Indebtedness. The Borrower and its subsidiaries shall not create, incur, assume, or permit to exist any indebtedness, except for Permitted Debt. "Permitted Debt" shall include, subject to agreed terms, baskets, and conditions: (a) indebtedness under the Term Loan Facility, (b) a general basket for unsecured indebtedness in an amount to be agreed (expected to be the greater of a specified dollar amount and a percentage of Consolidated Adjusted EBITDA), (c) an incremental facility basket for additional first-lien, second-lien, or unsecured term loans or revolving facilities, subject to compliance with incurrence-based leverage tests and other customary conditions, (d) capital lease obligations and purchase money indebtedness in an aggregate amount to be agreed, (e) intercompany indebtedness (subject to subordination requirements), (f) indebtedness in respect of hedging obligations entered into in the ordinary course of business and not for speculative purposes, (g) indebtedness assumed in connection with Permitted Acquisitions, and (h) other customary exceptions.
Liens. The Borrower and its subsidiaries shall not create, incur, assume, or permit to exist any lien on any property or asset, except for Permitted Liens. "Permitted Liens" shall include: (a) liens securing the Term Loan Facility, (b) statutory liens for taxes, assessments, and governmental charges not yet delinquent, (c) mechanics', materialmen's, carriers', and similar liens arising in the ordinary course of business, (d) liens securing capital lease obligations and purchase money indebtedness (limited to the assets so financed), (e) easements, zoning restrictions, and similar encumbrances on real property, (f) judgment liens not constituting an Event of Default, (g) liens in favor of customs and revenue authorities, and (h) other customary exceptions.
Restricted Payments. The Borrower and its subsidiaries shall not declare or make any dividend, distribution, or other restricted payment (including any repurchase or redemption of equity interests), except as permitted by the following baskets and exceptions: (a) a builder basket tied to cumulative Excess Cash Flow, adjusted for other permitted payments and investments, commencing with a specified base amount, (b) an available amount basket (including a "grower" component tied to a specified percentage of Consolidated Adjusted EBITDA), (c) a management equity repurchase basket for the repurchase of equity interests held by current or former officers, directors, and employees (expected to be subject to an annual cap of Two Million Five Hundred Thousand Dollars ($2,500,000), with carry-forward provisions), (d) tax distributions to equity holders in an amount sufficient to cover income tax liabilities, and (e) other customary exceptions.
Investments. The Borrower and its subsidiaries shall not make or hold any investment (including loans, advances, equity contributions, and acquisitions), except for Permitted Investments. Permitted Investments shall include, subject to agreed terms and baskets: (a) cash and cash equivalents, (b) intercompany investments, (c) investments existing on the Closing Date, (d) Permitted Acquisitions (subject to compliance with specified conditions, including pro forma leverage tests), (e) a general investment basket, and (f) other customary exceptions.
Asset Sales. The Borrower and its subsidiaries shall not sell, transfer, lease, or otherwise dispose of any assets or property (including equity interests in subsidiaries), except (a) dispositions in the ordinary course of business, (b) dispositions of obsolete or surplus assets, (c) dispositions subject to the mandatory prepayment provisions of Section 10.1, (d) dispositions between or among the Borrower and the Guarantors, and (e) other customary exceptions, in each case subject to fair market value requirements and other conditions to be agreed.
Affiliate Transactions. The Borrower and its subsidiaries shall not enter into or permit to exist any transaction or series of related transactions with any affiliate (other than the Borrower or a wholly owned subsidiary), unless such transaction is (a) on terms no less favorable to the Borrower or such subsidiary than would be obtainable in a comparable arm's-length transaction with an unaffiliated person, and (b) if involving consideration in excess of a specified threshold (expected to be $2,500,000), approved by the majority of the disinterested members of the board of directors (or equivalent governing body) of the Borrower. Customary exceptions shall be provided for management fees, monitoring agreements, and other transactions with the Sponsor and its affiliates in the ordinary course of business, including (i) management and advisory fees payable to the Sponsor in an aggregate annual amount not to exceed a specified cap, (ii) customary director and officer compensation arrangements, and (iii) transactions expressly contemplated by the Acquisition Agreement or the Credit Agreement.
Fundamental Changes. The Borrower and its subsidiaries shall not merge or consolidate with any other person, dissolve, liquidate, or wind up its affairs, or change its organizational form, except as otherwise permitted by the Credit Agreement (including mergers of wholly owned subsidiaries into the Borrower or a Guarantor, and mergers or consolidations in connection with Permitted Acquisitions, subject to customary conditions).
Restrictive Agreements. The Borrower and its subsidiaries shall not enter into or permit to exist any contractual obligation that restricts the ability of any subsidiary to (a) pay dividends or make other distributions to the Borrower or any Guarantor, (b) make intercompany loans or advances, or (c) pledge assets to secure the obligations under the Term Loan Facility, subject to customary exceptions (including restrictions in the Credit Agreement itself, restrictions in connection with Permitted Debt, and customary restrictions in leases and licenses).
Section 16: Affirmative Covenants
The Credit Agreement shall contain affirmative covenants customary for transactions of this type, including, without limitation, the following:
Maintenance of Existence and Properties. The Borrower and each Guarantor shall preserve, renew, and maintain in full force and effect its legal existence and good standing in its jurisdiction of organization and in each other jurisdiction where the failure to do so could reasonably be expected to have a Material Adverse Effect, and shall maintain, preserve, and protect all of its material properties, assets, and rights necessary or useful in the proper conduct of its business.
Compliance with Laws. The Borrower and each Guarantor shall comply with all applicable laws, rules, regulations, and orders of any governmental authority, including, without limitation, environmental laws, tax laws, ERISA, anti-corruption laws (including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act), sanctions laws and regulations (including those administered by OFAC, the U.S. Department of State, the United Nations Security Council, and the European Union), and anti-money laundering laws (including the Bank Secrecy Act and the USA PATRIOT Act), except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.
Payment of Taxes. The Borrower and each Guarantor shall timely pay and discharge all taxes, assessments, and governmental charges imposed upon it or upon its property, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings and adequate reserves have been established in accordance with GAAP, or (b) the failure to pay could not reasonably be expected to have a Material Adverse Effect.
Maintenance of Insurance. The Borrower and each Guarantor shall maintain insurance with financially sound and reputable insurance companies in such amounts, against such risks, and with such deductibles and self-insured retentions as are customary for businesses of similar size and type, including, without limitation, commercial general liability insurance, property and casualty insurance, business interruption insurance, errors and omissions / professional liability insurance, cyber liability insurance, and directors and officers liability insurance. The Administrative Agent shall be named as loss payee (with respect to property and casualty insurance) and as additional insured (with respect to liability insurance) on all such policies, as applicable.
Access to Books and Records. The Borrower and each Guarantor shall permit the Administrative Agent and its representatives (and, during the continuance of an Event of Default, any Lender), upon reasonable prior notice and during normal business hours, to visit and inspect any of the properties, corporate books, and financial records of the Borrower and each Guarantor, to examine and make copies of the books of account and other financial records, and to discuss the affairs, finances, and accounts with the officers, employees, and independent accountants of the Borrower and each Guarantor; provided that (a) such visits shall not unreasonably interfere with the business operations of the Borrower and the Guarantors, (b) in the absence of an Event of Default, such visits shall be limited to no more than two (2) per calendar year, and (c) all information obtained shall be subject to the confidentiality provisions of the Credit Agreement.
Use of Proceeds. The Borrower shall apply the proceeds of the Term Loan solely for the purposes set forth in Section 3 of this Term Sheet.
Further Assurances. The Borrower and each Guarantor shall, from time to time, execute and deliver such additional documents, instruments, and agreements, and take such other actions, as the Administrative Agent may reasonably request to carry out the purposes of the Credit Agreement and the related loan documents and to maintain, preserve, and protect the collateral and the perfection and priority of the security interests therein, including, without limitation, the delivery of additional collateral, the execution of additional security documents, and the filing of additional UCC financing statements or amendments.
Post-Closing Obligations. The Borrower and each Guarantor shall satisfy certain post-closing obligations within the time periods specified in a schedule to the Credit Agreement, which obligations shall include, without limitation, delivery of deposit account control agreements, delivery of landlord waivers and bailee letters, completion of intellectual property filings, and delivery of insurance endorsements. The specific post-closing obligations and applicable deadlines shall be set forth in the Credit Agreement based on the results of due diligence.
Section 17: Reporting Covenants
The Borrower shall deliver or cause to be delivered to the Administrative Agent the following financial statements, reports, and other information:
Annual Audited Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of the Borrower, the consolidated balance sheet of the Borrower and its consolidated subsidiaries as at the end of such fiscal year, and the related consolidated statements of income, comprehensive income, shareholders' equity, and cash flows for such fiscal year, all in reasonable detail and prepared in accordance with GAAP applied consistently with prior periods, audited by an independent registered public accounting firm of recognized national standing (which, as of the date hereof, is Whitfield & Sable LLP), and accompanied by an opinion of such accounting firm that is not subject to any "going concern" qualification or any qualification as to the scope of the audit (other than qualifications relating solely to upcoming debt maturities within one year of the date of such financial statements, to the extent consistent with market practice).
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, the consolidated balance sheet of the Borrower and its consolidated subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income, comprehensive income, and cash flows for such fiscal quarter and for the portion of the fiscal year then ended, all in reasonable detail and prepared in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes), certified by the Chief Financial Officer of the Borrower (or, if the Target's Chief Financial Officer is the designated reporting officer, the Chief Financial Officer of the Target) as presenting fairly, in all material respects, the financial position and results of operations of the Borrower and its consolidated subsidiaries as of the dates and for the periods indicated.
Annual Budget. Within sixty (60) days after the end of each fiscal year, a detailed annual budget of the Borrower and its consolidated subsidiaries for the upcoming fiscal year (and, if available, a summary budget for the subsequent fiscal year), including projected consolidated balance sheets, income statements, and cash flow statements, broken out on a quarterly basis, together with key operating metrics and the assumptions underlying such projections. The annual budget shall be prepared in good faith by management of the Borrower and shall be in form and detail reasonably satisfactory to the Administrative Agent.
Monthly ARR and SaaS Metrics Reports. Within thirty (30) days after the end of each calendar month, a report setting forth the