Contract analysis

1. ENGAGEMENT AND SCOPE OF SERVICES 1.1 Retention. Peregrine Advisory Group LLC ("Peregrine," the "Broker," or "we") is hereby engaged by Solara Digital Infrastructure LP ("Solara" or the "Client"), on behalf of itself and Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI"), to act as the exclusive insurance broker for the placement of a buyer-side representation and warranty insuranc

2. TRANSACTION SUMMARY For purposes of the R&WI placement, the following is a summary of the key terms and details of the Transaction, as currently understood by Peregrine based on information provided by the Client and its advisors. This summary is provided for reference purposes and to facilitate the preparation of submission materials for the underwriting process. Peregrine understands that certain terms remain su

3. TARGET R&W INSURANCE PARAMETERS Based on discussions with the Client and its legal counsel, the following are the target parameters for the R&W insurance placement in connection with the Transaction. These parameters represent the Client's objectives and preferences, and Peregrine will use commercially reasonable efforts to secure a policy consistent with these parameters, subject to market conditions, Carrier app

4. UNDERWRITING PROCESS AND TIMELINE 4.1 Anticipated Timeline Given the anticipated signing date for the Merger Agreement (approximately January 22, 2024), the underwriting process will proceed on an expedited basis. Peregrine proposes the following timeline for the R&WI placement process, which is subject to adjustment based on the availability of underwriting materials and the responsiveness of the selected Carrier

5. COMPENSATION 5.1 Broker Fee In consideration of the Services to be provided hereunder, Peregrine shall receive a broker fee of Six Hundred Eighty Thousand Dollars ($680,000) (the "Broker Fee") in connection with the successful placement of the R&W insurance policy for the Transaction. The Broker Fee shall be payable by the Client (Solara Digital Infrastructure LP, on behalf of Fund VI) and shall not be contingent

6. DUTIES AND STANDARD OF CARE 6.1 Professional Standard Peregrine shall perform the Services hereunder in a professional, diligent, and competent manner, consistent with the standard of care customarily exercised by experienced insurance brokers specializing in transactional risk insurance in the United States. Peregrine represents that it has the expertise, qualifications, and resources necessary to perform the Ser

7. TERM AND TERMINATION 7.1 Effective Date This Engagement Letter is effective as of January 10, 2024. 7.2 Term. This engagement shall continue until the earliest to occur of: (a) the issuance of the final R&W insurance policy and the completion of Peregrine's post-closing support obligations as contemplated by Section 1.2(h); (b) the termination or abandonment of the Transaction (including, without limitation, the t

8. LIMITATION OF LIABILITY Peregrine's aggregate liability to the Client and its affiliates (including, without limitation, Fund VI and Merger Sub) arising out of or relating to this Engagement Letter, the Services, or Peregrine's performance or non-performance hereunder, whether based in contract, tort (including negligence), strict liability, or any other theory of liability, shall not exceed the Broker Fee of Six

9. CONFLICTS OF INTEREST Peregrine represents and warrants that, as of the date hereof, it has no material conflict of interest in connection with this engagement that would impair its ability to perform the Services on behalf of the Client in a professional and objective manner. Peregrine discloses that, in the ordinary course of its business as a transactional risk insurance broker, it maintains ongoing business re

10. GOVERNING LAW AND DISPUTE RESOLUTION This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts-of-law principles thereof that would require or permit the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the Services, or the breach, termina

11. MISCELLANEOUS 11.1 Notices. All notices, requests, demands, and other communications required or permitted under this Engagement Letter shall be in writing and shall be deemed to have been duly given when delivered personally, when sent by email (with confirmation of receipt), or one (1) business day after deposit with a nationally recognized overnight courier service, addressed as follows: If to Peregrine: Pereg