Contract analysis

I. Purpose and Summary The purpose of this memorandum is to document the results of the firm's conflict check and new-matter intake procedures in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Solara Digital Infrastructure LP ("Solara" or the "Client") as buyer's counsel in the proposed acquisition of one hundred percent (100%) of the issued and outstanding stock of Meri

II. Transaction Overview Set forth below is a summary of the material terms and structure of the proposed transaction, based on information provided to the Firm by Solara's internal deal team and its financial advisor, Cobalt Ridge Partners LLC, as of the date of this memorandum. This summary is preliminary and is based on pre-LOI discussions; material terms may change as negotiations progress. Transaction Structure.

III. Parties Searched in Conflict Check In accordance with the Firm's Intake Policy, all known parties to the transaction — including the client, the target and its principals, advisors to both sides, financing parties, and material contractual counterparties of the target — were searched in the Firm's conflicts database. A total of thirty-seven (37) parties were searched. The complete list of parties, organized by c

IV. Conflict Check Methodology The conflict check underlying this memorandum was conducted in accordance with Calderwood & Harkness's Intake Policy and was performed using the Firm's proprietary conflicts database and intake management system, known internally as "IntakeCheck." The IntakeCheck system contains records of all current and former client representations, adverse-party designations, and personnel conflict

V. Conflict Check Results A. Summary of Results Of the thirty-seven (37) parties searched, one (1) prior representation was identified that requires disclosure and analysis: the Firm's prior representation of Ironclad National Bank, N.A. in an unrelated regulatory advisory matter in 2024. This prior representation is discussed in detail in Section V.B below. The following additional summary findings are reported: • N

1. Matter Identified The IntakeCheck search returned a single hit for Party No. 24 — Ironclad National Bank, N.A. Specifically, the Firm previously represented Ironclad National Bank, N.A. in a matter bearing C&H Matter No. 1041-00004. That matter involved regulatory advisory services relating to guidance issued by the Office of the Comptroller of the Currency ("OCC") concerning bank partnership lending programs and

2. Nature of Prior Representation The prior representation of Ironclad was a regulatory advisory engagement. The scope of the engagement was limited to advising Ironclad on the interpretation and application of OCC guidance to Ironclad's existing bank partnership lending operations. The matter did not involve mergers and acquisitions, debt financing, acquisition financing, leveraged lending, or any subject matter rel

3. Engagement Team Overlap There is no engagement team overlap between the prior Ironclad matter and the proposed Project Trident matter. The 2024 Ironclad regulatory advisory matter was staffed by partners and associates in the Firm's Financial Institutions Regulatory practice group. None of the members of the proposed Project Trident engagement team — James Prentice, Sandra Tung, Sylvia Hartwell, Andrew Fitzpatrick

4. Current Relationship Status Calderwood & Harkness does not currently represent Ironclad National Bank, N.A. in any active matter. The 2024 regulatory advisory matter was the Firm's only engagement for Ironclad, and it was closed in October 2024. As of the date of this memorandum, Ironclad is not a current client of the Firm. Accordingly, the analysis is governed by NYRPC Rule 1.9 (duties to former clients) rather

5. Confidential Information Exposure No confidential information obtained by the Firm in the course of the prior regulatory advisory matter is relevant to, or could be used in connection with, the proposed Project Trident transaction. The regulatory advisory matter concerned OCC compliance guidance related to bank partnership lending programs — a subject matter entirely distinct from acquisition financing, leveraged

6. Role of Ironclad in the Current Transaction In the proposed Project Trident transaction, Ironclad National Bank, N.A. serves as the lead arranger, administrative agent, and sole bookrunner for the $175,000,000 senior secured credit facility that will fund a portion of the purchase price. Ironclad is not an adverse party to the buyer; rather, it is a financing source to the buyer. Ironclad is being separately and i

7. Analysis and Conclusion Under NYRPC Rule 1.9(a), a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent confirmed in writing. Here, the prior Ironclad regulatory advisory matter

8. Ironclad Notification Because the prior representation of Ironclad is closed and Ironclad is not an adverse party in the current transaction — but rather serves as a financing source to the Firm's client — no formal waiver from Ironclad is required under NYRPC Rule 1.9 or the Firm's Intake Policy. Ironclad's interests are aligned with, rather than adverse to, the buyer's interests in this transaction. Nonetheless,

VI. Engagement Team The following attorneys have been designated as the engagement team for Matter No. 1041-00004 (Project Trident): Each of the above-named individuals has been searched in the Firm's conflicts database and has provided an individual conflict certification confirming that he or she has no personal conflict with respect to any party listed in Section III of this memorandum. The individual certificatio

VII. Matter Classification and Billing Information The following information has been entered into the Firm's matter management and billing systems in connection with the opening of Matter No. 1041-00004: Rate Schedule. The following hourly rates have been agreed with the Client and are reflected in the engagement letter: The aggregate fee cap of $2,750,000 applies to professional fees incurred through the closing of

VIII. Recommendations and Required Actions Based on the conflict check results and analysis set forth in this memorandum, the following recommendations and required actions are presented for the Responsible Partner's approval:

1. Clearance to Proceed. The Conflicts Office clears Matter No. 1041-00004 for opening. No disqualifying conflicts exist with respect to any of the thirty-seven identified parties. The engagement team may proceed with engagement letter execution and preliminary work-stream planning, subject to the conditions set forth below.

2. Ironclad Waiver / Client Acknowledgment. The engagement letter (1041-00004) shall include a disclosure of the Firm's prior representation of Ironclad National Bank, N.A. in the 2024 regulatory advisory matter (C&H Matter No. 1041-00004). The disclosure shall describe the nature and scope of the prior representation in sufficient detail to provide Solara with the information necessary to make an informed decision.

3. Ongoing Conflict Monitoring. The Conflicts Office will flag Matter No. 1041-00004 for ongoing conflict monitoring throughout the engagement. As additional parties are identified during due diligence — including, without limitation, additional contractual counterparties of MFW, litigation claimants, co-investors, regulatory bodies, and other third parties — supplemental conflict searches will be conducted and the r

4. New-Client Intake / AML-KYC Procedures. Standard AML/KYC procedures for Solara Digital Infrastructure LP, Solara Fund III, LP, and Solara Digital Infrastructure GP LLC are to be completed prior to engagement letter execution. The AML/KYC review is being conducted in parallel and is documented in a separate Client Identification and AML Memorandum being prepared by the Conflicts Office. The engagement letter shall

5. Engagement Letter Execution. The target date for engagement letter execution is February 10, 2026. The engagement letter has been prepared, reviewed by the Conflicts Office, and is in final form pending the Responsible Partner's approval. Upon execution, the matter will be activated in the Firm's billing and docketing systems, and the engagement team will be authorized to commence billable work in accordance with

IX. Approval and Sign-Off The undersigned confirm that the conflict check and new-matter intake procedures described in this memorandum have been conducted in accordance with Calderwood & Harkness's Internal Policy on New-Matter Intake and Conflict Review and the New York Rules of Professional Conduct. The conflict check results have been reviewed and analyzed, and the recommendations set forth in Section VIII are su