Contract analysis

I. Purpose and Summary This memorandum has been prepared at the request of Lisa Morrow in connection with the firm's representation of Solara Digital Acquisition Holdings LLC (the "Borrower") and Solara Digital Infrastructure LP ("Solara" or the "Sponsor") in the negotiation and documentation of a $200,000,000 Senior Secured Term Loan Facility (the "Facility"). The purpose of this memorandum is to confirm the appropr

II. Background — Transaction Summary The following background is provided for context and is based upon the executed term sheet received from Brindoval on March 21, 2026, the Sponsor's internal investment committee memorandum dated February 28, 2026, and preliminary discussions with counsel to the lender. Acquisition. Solara Digital Infrastructure LP, a Delaware limited partnership, through its current fund, Solara D

III. Analysis — New York General Obligations Law Section 5-1401 A. Statutory Framework New York General Obligations Law Section 5-1401 (the "GOL § 5-1401") is the foundational statutory provision supporting the enforceability of contractual choice-of-law clauses selecting New York law. The statute provides, in relevant part: "The parties to any contract, agreement or undertaking, contingent or otherwise, in considera

IV. Analysis — Forum Selection (Exclusive Jurisdiction) A. Proposed Forum Selection Clause The term sheet received from Brindoval on March 21, 2026 specifies that the credit agreement and related loan documents shall provide for exclusive jurisdiction in the federal and state courts located in the Borough of Manhattan, New York, New York. The relevant courts are: (a) Federal Courts: The United States District Court f

V. Jury Trial Waiver The term sheet provided by Brindoval includes a mutual waiver of the right to trial by jury, and we recommend that the credit agreement and all related loan documents include a corresponding jury trial waiver provision. The waiver should be mutual, applying to all parties — including the Borrower, each Guarantor, the Administrative Agent, and each Lender — with respect to any action, proceeding,

VI. Ancillary Documents For the avoidance of doubt and to ensure consistency across the documentation package, we confirm that all ancillary loan documents should contain governing law provisions selecting New York law, forum selection clauses specifying exclusive jurisdiction in the federal and state courts in the Borough of Manhattan, and mutual jury trial waiver provisions. The relevant documents include, without

VII. Recommendation Based on the analysis set forth above, we confirm the following:

1. No issues have been identified with the selection of New York governing law and exclusive Manhattan forum for the credit agreement and related loan documents.

2. GOL §§ 5-1401 and 5-1402 fully support the parties' choice of law and forum. The aggregate Facility value of $200,000,000 far exceeds the applicable statutory thresholds of $250,000 (for governing law under § 5-1401) and $1,000,000 (for forum selection under § 5-1402), respectively.

3. Significant nexus to New York exists through Brindoval's principal office in New York, both law firms (Calderwood & Harkness LLP and Broadwick & Thayer LLP, each a New York limited liability partnership), and the anticipated participation of Harborstone Capital Partners LLC and other New York-based syndication participants.

4. The jury trial waiver contemplated by the term sheet is standard, appropriate, and enforceable in the context of a negotiated commercial credit facility of this nature and size.

5. UCC perfection matters should reference the applicable filing jurisdiction (the Delaware Secretary of State) and should be carved out from the New York governing law clause to the extent necessary to ensure that the perfection, priority, and enforcement of security interests are governed by the UCC of the relevant jurisdiction. Federal IP filing requirements at the USPTO should likewise be acknowledged.

6. No changes to the governing law and forum selection provisions in the Brindoval term sheet are recommended. The provisions as drafted are market standard, legally supportable, and in the Borrower's interest. The selection of New York law provides the Borrower and the Sponsor with the benefit of a mature, predictable, and well-developed body of commercial law jurisprudence, which provides greater certainty to all p

VIII. Distribution and Confidentiality Notice This memorandum has been prepared for the internal use of Calderwood & Harkness LLP only and is subject to the attorney-client privilege and the protections of the attorney work product doctrine. This memorandum should not be distributed to any person outside of the firm, including the client, without the prior approval of the Responsible Partner (Philip Hartmann). The co