Contract analysis

1. Engagement and Scope of Representation Calderwood & Harkness LLP is pleased to confirm its engagement by Solara Digital Infrastructure LP, a Delaware limited partnership ("Solara" or "SDILP"), and Solara Digital Acquisition Holdings LLC, a Delaware limited liability company ("Acquisition Sub" and, together with Solara, the "Clients"), to act as outside legal counsel to the Clients in connection with the negotiatio

2. Staffing Calderwood & Harkness has assembled a team of attorneys with deep experience in leveraged acquisition finance transactions to staff this engagement. The key members of the engagement team are as follows: Philip Hartmann, Partner — Mr. Hartmann will serve as the Responsible Partner for this engagement and will provide overall supervision of the engagement team and serve as the primary client relationship p

3. Fee Arrangement and Billing Rates Our fees for this engagement will be based on the time actually devoted to the matter by the attorneys and other timekeepers assigned to it, at the standard hourly billing rates in effect for each such timekeeper. The standard hourly billing rates for the members of the engagement team for the calendar year 2026 are as follows: The foregoing rates are the Firm's standard rates for

4. Voluntary Billing Cap In recognition of the Clients' expectations regarding the overall cost of this engagement and the Firm's desire to establish a productive, long-term relationship with the Clients, Calderwood & Harkness agrees to a voluntary billing cap of Six Hundred Twenty-Five Thousand Dollars ($625,000) (the "Billing Cap") for all professional fees (including partner, associate, and paralegal time) for ser

5. Disbursements and Third-Party Costs In addition to professional fees, the Clients will be responsible for the reimbursement of disbursements and out-of-pocket expenses reasonably incurred by the Firm in connection with this engagement. Based on our experience with transactions of similar size and complexity, we estimate that total disbursements for this engagement will be approximately $15,000, although the actual

6. Advance Retainer The Clients agree to provide an advance retainer in the amount of Seventy-Five Thousand Dollars ($75,000) (the "Retainer") upon execution and return of this Letter. The Retainer should be made payable to "Calderwood & Harkness LLP Attorney Trust Account" and delivered together with the signed copy of this Letter. The Retainer will be held in the Firm's client trust account (IOLTA) in accordance wi

7. Billing and Payment Terms Calderwood & Harkness will render monthly invoices for professional fees and disbursements incurred during the preceding calendar month. Invoices will typically be issued within fifteen (15) business days following the close of each calendar month. All invoices are due and payable within thirty (30) days of the invoice date (net 30). Payment should be made by wire transfer to the Firm's o

8. Client Identification and Matter Reference For the Firm's internal records and to ensure the efficient administration of this engagement, the following client and matter identification information will apply: Client: Solara Digital Infrastructure LP Client Number: CL-081273 Additional Client Party: Solara Digital Acquisition Holdings LLC Matter Number: 1041-00002 Matter Description: Representation of Borrower and

9. Conflict of Interest Disclosure and Waiver Calderwood & Harkness has conducted a comprehensive conflicts check in connection with this engagement, which was completed on March 15, 2026. The conflicts check covered the Clients, Meridian, Brindoval, and the other principal parties known to be involved in the Facility and the Acquisition. Based on the results of the conflicts check, the Firm confirms that it does not

10. Confidentiality Calderwood & Harkness will maintain the confidentiality of all information received from or on behalf of the Clients in connection with this engagement, in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and all other applicable rules of professional conduct and legal ethics. The Firm will not disclose confidential client information to any thir

11. Document Retention Upon the conclusion of this engagement, whether by closing of the Facility, termination of the engagement, or otherwise, the Firm will retain the Clients' files and work product in accordance with the Firm's standard document retention policy. A copy of the Firm's document retention policy is available upon request and will be provided to the Clients promptly upon such request. Under the Firm's

12. Termination Either the Clients or the Firm may terminate this engagement at any time upon written notice to the other party. No reason need be stated for such termination, although the Firm's ability to withdraw from the representation may be subject to applicable rules of professional conduct and any applicable court rules. In the event of termination, the Clients will be responsible for the payment of all profe

13. Limitation of Engagement This engagement is limited to the specific matter described in Section 1 above. The Firm does not undertake to represent the Clients in any other matter, transaction, litigation, or proceeding unless separately agreed in writing by the Firm and the Clients. Nothing in this Letter creates, or shall be construed to create, an attorney-client relationship between the Firm and any affiliate,

14. Governing Law This Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles that would result in the application of the laws of any other jurisdiction. Any dispute arising out of or in connection with this Letter shall be subject to the exclusive jurisdiction of the state and federal courts located in the County of New York, Sta

15. Acceptance and Execution We respectfully request that the Clients confirm their acceptance of the terms and conditions of this engagement by signing and returning a copy of this Letter to the undersigned, together with the advance retainer of $75,000 as described in Section 6 above. This Letter, together with the Firm's acknowledgment of the Clients' Outside Counsel Guidelines delivered under separate cover of ev