Contract analysis

I. Purpose and Summary This memorandum documents the results of the firm's conflict of interest check conducted on March 15, 2026, in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership, and its newly formed subsidiary Solara Digital Acquisition Holdings LLC ("Acquisition Sub" or

II. Scope of Conflict Search A. Parties Searched The following entities and individuals were run through the Firm's conflict database. For each party, the search encompassed the full legal name, all known trade names, short names, abbreviations, "doing business as" names, and prior names, as well as the names of all identified principals, officers, and key individuals associated with the relevant party. Where availab

1. Solara Digital Infrastructure LP — Delaware limited partnership; principal office: 1700 Market Street, Suite 2400, Wilmington, DE 19801; EIN: 84-3291057. The proposed client. Solara is a private equity firm focused on digital infrastructure, data center, and cloud computing investments.

2. Solara Digital GP LLC — Delaware limited liability company; general partner of Solara Digital Infrastructure LP. Searched as an affiliated entity of the proposed client.

3. Solara Digital Infrastructure Fund IV LP ("Fund IV") — Delaware limited partnership; the current investing fund through which the Acquisition equity contribution will be made. Fund IV has approximately $1.65 billion in committed capital. Searched as an affiliated entity of the proposed client.

4. Solara Digital Acquisition Holdings LLC — Delaware limited liability company; the newly formed Borrower and Acquisition Sub that will serve as the obligor under the Term Loan Facility. EIN: 93-4718206 (applied for); Delaware Secretary of State File No. 7531209 (formation filing to be submitted). Searched as a direct client entity.

5. Viktor Strand — Co-Founder & Managing Partner, Solara. Searched individually.

6. Nadia Okafor — Co-Founder & Managing Partner, Solara. Searched individually.

7. Derek Raines — Chief Financial Officer, Solara. Searched individually.

8. Priya Vasudeva — General Counsel, Solara. Searched individually. Ms. Vasudeva is expected to serve as the Firm's primary contact on the engagement. Acquisition Target:

9. Meridian Cloud Solutions Inc. — Delaware corporation; principal office: 450 Technology Parkway, Suite 800, Austin, TX 78759; EIN: 82-1647530; Delaware Secretary of State File No. 6038472. Meridian is a provider of enterprise cloud management and hybrid infrastructure optimization solutions. Searched as the acquisition target.

10. Jason Tremblay — Founder & Chief Executive Officer, Meridian. Also a selling shareholder (~28% equity). Searched individually.

11. Margaret "Maggie" Cho — Chief Financial Officer, Meridian. Searched individually and under the names "Margaret Cho" and "Maggie Cho."

12. Rohan Deshpande — Chief Technology Officer, Meridian. Searched individually. Selling Shareholders:

13. Ashford Ventures Partners LLC — Delaware limited liability company; principal office: 520 Park Avenue, 18th Floor, New York, NY 10065. Ashford Ventures holds approximately 52% of the outstanding equity of Meridian and is the lead selling shareholder. Searched under full name and variations including "Ashford Ventures," "Ashford Ventures LLC," and "AVP LLC." Principal: Grant Ashworth, Managing Partner.

14. Grant Ashworth — Managing Partner, Ashford Ventures Partners LLC. Searched individually. Lead Arranger / Administrative Agent:

15. Brindoval National Bank, N.A. — National banking association organized under the laws of the United States; principal office: 383 Madison Avenue, 14th Floor, New York, NY 10179. Acting as sole lead arranger, sole bookrunner, and administrative agent under the proposed Facility. Brindoval Internal Deal Reference: CNB-TLF-2026-0389. Searched under full name and variations including "Brindoval National Bank," "Brind

16. Thomas Wilder — Managing Director, Technology Leveraged Finance, Brindoval National Bank, N.A. Expected to serve as the lead banker on the Facility. Searched individually.

17. Sandra Fleischer — Senior Vice President, Credit Risk, Brindoval National Bank, N.A. Identified as the credit risk approver on the Brindoval side. Searched individually. Anticipated Co-Lenders / Syndication Participants:

18. Harborstone Capital Partners LLC — Delaware limited liability company; principal office: 600 Lexington Avenue, Suite 3100, New York, NY 10022. Anticipated commitment: $50,000,000. Harborstone is a private credit fund focused on technology and healthcare direct lending. Principal: Elena Vasquez, Partner, Direct Lending. Searched under full name and variations including "Harborstone Capital," "Harborstone Partners,

19. Pinnacle Ridge Credit Fund II LP — Delaware limited partnership; principal office: 200 Clarendon Street, 42nd Floor, Boston, MA 02116. Anticipated commitment: $40,000,000. Pinnacle Ridge is a middle-market direct lending platform. Principal: Andrew Kesselman, Managing Director. Searched under full name and variations including "Pinnacle Ridge Credit Fund," "Pinnacle Ridge Fund II," "PRCF II," and "Pinnacle Ridge.

20. Broadwick & Thayer LLP — New York limited liability partnership; principal office: 51 West 52nd Street, 30th Floor, New York, NY 10019. Broadwick & Thayer has been retained by Brindoval National Bank, N.A. to serve as lender's counsel on the Facility. Searched under full name and variations including "Broadwick & Thayer," "Broadwick Thayer," and "B&T LLP."

21. Catherine Hartwell — Partner, Finance & Lending, Broadwick & Thayer LLP. Expected lead partner on the lender's counsel side. Searched individually.

22. James Okoro — Senior Associate, Broadwick & Thayer LLP. Expected to serve as the primary working-level attorney on the lender's counsel team. Searched individually. Acquisition Counsel (Borrower Side):

23. Alderton Paige LLP — Delaware limited liability partnership; principal office: 2000 K Street NW, Suite 1400, Washington, DC 20006. Alderton Paige has been retained by Solara to serve as acquisition counsel on the Meridian purchase agreement and related acquisition documentation. Lead partner: Richard Fontaine. Searched under full name and variations including "Alderton Paige," "AP LLP," and "Alderton Paige LLP."

24. Kerrigan Ross & Associates LLP — New York limited liability partnership; principal office: 780 Third Avenue, 25th Floor, New York, NY 10017. Kerrigan Ross represents the selling shareholders and the target company in connection with the Acquisition. Lead partner: Danielle Musgrave. Searched under full name and variations including "Kerrigan Ross," "KR&A," and "Kerrigan Ross Associates." Target's Auditor:

25. Whitfield & Sable LLP — Illinois limited liability partnership; principal office: 311 South Wacker Drive, Suite 5500, Chicago, IL 60606. Whitfield & Sable serves as the independent auditor for Meridian Cloud Solutions Inc. and is expected to deliver a comfort letter or consent in connection with the financing. Lead engagement partner: Raymond Bautista. Searched under full name and variations including "Whitfield

26. Velthorn Stanton Advisory LLC — Delaware limited liability company; principal office: 745 Fifth Avenue, 12th Floor, New York, NY 10151. Velthorn Stanton has been retained by Solara as its financial advisor in connection with the Acquisition and the Facility. Lead advisor: Benjamin Holt. Searched under full name and variations including "Velthorn Stanton," "GSA LLC," and "Velthorn Stanton Advisory." Insurance:

27. Northvane Insurance Group Inc. — Connecticut corporation; principal office: 200 Constitution Plaza, Hartford, CT 06103. Northvane is the anticipated carrier for representations and warranties ("R&W") insurance and directors and officers ("D&O") insurance policies to be procured in connection with the Acquisition. Searched under full name and variations including "Northvane Insurance," "Northvane Group," and "NIG

III. Results of Conflict Search Set forth below are the detailed results of the conflict search, organized by party. For each party, the results indicate whether any prior or current representations, adverse matters, or other relationships were identified, together with the Firm's assessment of whether any identified relationship gives rise to a disqualifying conflict of interest. A. Solara Digital Infrastructure LP

I. Whitfield & Sable LLP (Target's Auditor) Calderwood & Harkness has not previously represented Whitfield & Sable LLP or Raymond Bautista in any capacity. The IntakaCheck search returned no results for Whitfield & Sable under any name variation. No prior matters were identified involving Whitfield & Sable as a client, adverse party, or interested party in any Firm matter. Result: No conflicts identified. No further

IV. Transaction Overview for Context The following brief description of the proposed transaction is provided for context in evaluating the conflict analysis set forth herein. This summary is based on information provided to the Firm by Priya Vasudeva, General Counsel of Solara, during the initial intake call on March 14, 2026, supplemented by a review of the preliminary term sheet dated March 8, 2026, provided by Bri

V. Analysis of Potential Issues Requiring Disclosure While no disqualifying conflicts of interest were identified in the conflict search, two relationships were identified that, in the judgment of the undersigned, warrant informational disclosure to the proposed client as a matter of best practice and transparency. In addition, certain ongoing monitoring obligations should be noted. A. Prior Representation of Brindov

VI. Conclusion and Recommendation Based on the comprehensive conflict search and analysis documented in this memorandum, no disqualifying conflicts of interest have been identified with respect to the proposed representation of Solara Digital Infrastructure LP and Solara Digital Acquisition Holdings LLC by Calderwood & Harkness LLP in connection with the $200,000,000 Senior Secured Term Loan Facility for the acquisit

1. Informational Disclosure to Solara. The engagement letter, to be dated March 16, 2026, and addressed to Priya Vasudeva, General Counsel, Solara Digital Infrastructure LP, should include informational disclosures regarding the Firm's prior representations of Brindoval National Bank, N.A. (Matters 2023-BF-02817 and 2024-RE-03156) and Pinnacle Ridge Credit Fund II LP (Matter 2024-BF-03502). The disclosures should con

2. Supplemental Conflict Checks. As additional syndication participants or other transaction parties are identified, supplemental conflict checks should be promptly conducted and documented. The working team should establish a protocol with Brindoval and Velthorn Stanton to receive early notice of prospective lender participants.

3. Matter Entry. Upon approval of this memorandum and execution of the engagement letter, the matter should be formally opened in the Firm's systems under matter number 1041-00002, client number CL-081273, and entered into IntakaCheck with all parties and relevant notes as described in Section V.C above. Subject to the foregoing, this matter is cleared from a conflicts perspective, and the Banking & Finance practice

VII. Signature and Review Prepared by: ________________________________________ Marcus Leung Working Associate, Banking & Finance Calderwood & Harkness LLP Date: March 15, 2026 Reviewed and Approved by: ________________________________________ Philip Hartmann Responsible Partner, Banking & Finance Calderwood & Harkness LLP Date: March 15, 2026 Distribution: Internal only — Philip Hartmann (Responsible Partner), Claud