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Contract analysis

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Contract analysis / new-matter-memorandum.docx
new-matter-memorandum.docx
1041-00002 · 9 clauses
High · 4 Medium · 2 Standard · 2
1. Matter Opening Summary Medium
⚑ Liability cap to check against exposure
1. Matter Opening Summary This memorandum is submitted to request the formal opening of a new matter for the representation of Solara Digital Infrastructure LP ("Solara" or the "Sponsor") and its newly formed acquisition subsidiary, Solara Digital Acquisition Holdings LLC (the "Acquisition Sub" or the "Borrower"), in connection with the negotiation, documentation, and closing of a $200,000,000 senior secured term loa
2. Client Information Medium
⚑ Assignment / subcontracting
2. Client Information 2.1 Client Entity Full Legal Name: Solara Digital Infrastructure LP Short Name / Commonly Used Reference: Solara / SDILP Client Number: CL-081273 Entity Type: Limited partnership Jurisdiction of Formation: State of Delaware Delaware Secretary of State File Number: 7294185 Employer Identification Number (EIN): 84-3291057 Principal Office / Headquarters: 1700 Market Street, Suite 2400, Wilmington,
3. Matter Description High
⚑ Penalty / liquidated damages
3. Matter Description 3.1 Nature of Engagement Calderwood & Harkness LLP will serve as financing counsel to the Borrower (Solara Digital Acquisition Holdings LLC) and the Sponsor (Solara Digital Infrastructure LP) in connection with the negotiation, documentation, and closing of the $200,000,000 Senior Secured Term Loan Facility. The scope of the engagement encompasses the following principal work streams: (a) Term S
4. Staffing and Billing Information High
⚑ Non-compete / exclusivity restraint
4. Staffing and Billing Information 4.1 Engagement Team The following attorneys have been assigned to the matter and will comprise the core engagement team. Additional attorneys or paraprofessionals may be staffed as needed to meet transaction deadlines, subject to client approval for the addition of any timekeeper not listed below. Philip Hartmann will serve as the responsible partner and primary relationship partne
5. Counterparties and Other Parties High
⚑ Non-compete / exclusivity restraint
5. Counterparties and Other Parties The following is a summary of the principal counterparties, advisors, and other parties involved in the transaction, together with their contact information and roles. This information is provided for the purpose of the conflicts database and for reference by the engagement team. 5.1 Lender / Administrative Agent Brindoval National Bank, N.A. 383 Madison Avenue, 14th Floor New York
6. Key Timeline and Milestones
6. Key Timeline and Milestones The following table sets forth the anticipated timeline and key milestones for the engagement. These dates are based on the current transaction schedule as communicated by the client and are subject to change as the transaction progresses. The Calderwood & Harkness engagement team will monitor progress against this timeline and provide periodic updates to the client team. Commentary on
7. Filing and Jurisdictional Information High
⚑ Non-compete / exclusivity restraint
7. Filing and Jurisdictional Information The following jurisdictional and filing information is provided for the matter file and for reference by the engagement team in connection with the preparation of security documents, UCC filings, and related deliverables. Governing Law: The Credit Agreement and ancillary loan documents will be governed by the laws of the State of New York, without regard to conflicts of laws p
8. Special Instructions and Notes Standard
⚑ Commercial term
8. Special Instructions and Notes The following special instructions and notes are provided for the engagement team and the New Matter Committee: (a) Immediate Priority — Term Sheet Review. The immediate priority upon matter opening is the review, analysis, and markup of the initial term sheet from Brindoval National Bank, N.A., which is expected to be received by March 21, 2026. Lisa Morrow should prepare an initial
9. Approvals Standard
⚑ Commercial term
9. Approvals The undersigned hereby request and authorize the opening of Matter No. 1041-00002 in accordance with the terms and information set forth in this New Matter Memorandum. Responsible Partner: PHILIP HARTMANN Partner, Banking & Finance Calderwood & Harkness LLP Signature: ________ Date: ________ Billing Partner: CLAUDIA MERRITT Partner, Banking & Finance Calderwood & Harkness LLP Signature: ________ Date: __