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Contract analysis / oc-guidelines-acknowledgment-letter.docx
oc-guidelines-acknowledgment-letter.docx
High · 1
Medium · 5
Standard · 1
1. Acknowledgment of Receipt
1. Acknowledgment of Receipt Calderwood & Harkness LLP ("C&H" or the "Firm") hereby acknowledges receipt of the Outside Counsel Guidelines of Solara Digital Infrastructure LP (the "Guidelines"), which were provided to the Firm in connection with C&H's engagement as borrower's counsel for the financing workstream in the above-referenced matter. The Guidelines were received concurrent with the execution of the engageme
2. Agreement to Comply — General
2. Agreement to Comply — General Calderwood & Harkness LLP hereby agrees to comply with the Guidelines in all material respects in connection with the Firm's representation of Solara Digital Infrastructure LP and Solara Digital Acquisition Holdings LLC in the above-referenced matter. The Firm acknowledges that the Guidelines establish the Client's expectations and requirements for the engagement of outside counsel, a
3. Billing and Fee Arrangements
High
⚑ Non-compete / exclusivity restraint
3. Billing and Fee Arrangements The Firm confirms that all billing for legal services rendered in connection with this matter will be at the standard hourly rates set forth in the Engagement Letter, which are as follows: The foregoing rates are effective as of the date of this letter and shall remain in effect for the duration of the engagement unless otherwise modified by mutual written agreement of the parties. No
4. Staffing Requirements
4. Staffing Requirements The Firm confirms that the following individuals have been assigned to the engagement team for this matter, each of whom has been approved by Solara: • Philip Hartmann — Responsible Partner, Banking & Finance • Claudia Merritt — Billing Partner, Banking & Finance • Lisa Morrow — Lead Associate, Banking & Finance • Marcus Leung — Working Associate, Banking & Finance The Firm has staffed this e
5. Reporting and Communication Requirements
Medium
⚑ Liability cap to check against exposure
5. Reporting and Communication Requirements The Firm agrees to provide regular and timely status updates to the Client's designated team, including Priya Vasudeva, General Counsel, and Derek Raines, Chief Financial Officer. The Firm recognizes the importance of proactive communication in a transaction of this complexity and magnitude and commits to keeping the Client fully and currently informed regarding all signifi
6. Confidentiality
Medium
⚑ Forum / governing law
6. Confidentiality The Firm acknowledges its obligation to maintain the strict confidentiality of all client information, work product, and privileged communications received or generated in connection with this engagement, in accordance with the terms of the Guidelines, the Engagement Letter, and all applicable professional responsibility obligations under the New York Rules of Professional Conduct and other applica
7. Conflict of Interest
7. Conflict of Interest The Firm confirms that it completed a comprehensive conflict of interest check on March 15, 2026, one day prior to the formal opening of this matter. The conflict check was conducted in accordance with the Firm's standard internal procedures and encompassed all relevant parties and entities identified by the Client in connection with the engagement, including without limitation: (a) Solara Dig
8. Expense Guidelines
Medium
⚑ Liability cap to check against exposure
8. Expense Guidelines The Firm agrees to comply in all respects with Solara's expense reimbursement policies as set forth in the Guidelines. The Firm understands that the Client's expense guidelines are designed to ensure that only reasonable, necessary, and properly documented expenses are charged to the Client, and the Firm is committed to exercising sound judgment and fiscal discipline in the incurrence of all exp
9. Document Retention and Return
Medium
⚑ Forum / governing law
9. Document Retention and Return The Firm agrees to maintain all matter files, including physical and electronic documents, correspondence, work product, notes, memoranda, and related materials, in accordance with the requirements set forth in the Guidelines and all applicable professional obligations regarding the retention of client files and property. Upon the completion or termination of the engagement, or at any
10. Insurance
Standard
⚑ Commercial term
10. Insurance The Firm confirms that Calderwood & Harkness LLP maintains professional liability insurance (errors and omissions coverage) in amounts that meet or exceed the minimum thresholds required by the Guidelines. The Firm's current professional liability insurance coverage is underwritten by a nationally recognized carrier and provides coverage that is customary for a law firm of C&H's size and practice profil
11. Governing Law
Medium
⚑ Forum / governing law
11. Governing Law The Firm notes that the engagement and the related Guidelines are governed by the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. This governing law provision is consistent with the governing law clause set forth in the Engagement Letter dated March 16, 2026.
12. Closing
12. Closing Calderwood & Harkness LLP sincerely appreciates the opportunity to serve Solara Digital Infrastructure LP and its affiliates on this significant transaction. We recognize the importance of the Facility to the successful consummation of the acquisition of Meridian Cloud Solutions Inc., and we are committed to delivering the highest caliber of legal services in a manner that is efficient, responsive, and fu