1041-00002 · Solara Digital Infrastructure LP · Engagement & Client Onboarding

conflict-check-memorandum.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP

INTERNAL MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

Conflict Check Memorandum

I. Purpose and Summary

This memorandum documents the results of the firm's conflict of interest check conducted on March 15, 2026, in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership, and its newly formed subsidiary Solara Digital Acquisition Holdings LLC ("Acquisition Sub" or the "Borrower"), a Delaware limited liability company, as borrower-side counsel in the negotiation, documentation, and closing of a $200,000,000 senior secured term loan facility (the "Facility" or the "Term Loan Facility"). The engagement encompasses the full scope of borrower-side finance representation, including review and negotiation of the credit agreement, security and collateral documents, intercreditor arrangements (if any), guaranty agreements, officer's certificates, legal opinions, and all ancillary closing documentation customarily associated with a leveraged acquisition financing of this nature.

The Facility is being arranged by Brindoval National Bank, N.A. ("Brindoval" or "CNB"), a national banking association, acting as sole lead arranger, sole bookrunner, and administrative agent, to finance Solara's acquisition (the "Acquisition") of 100% of the outstanding equity interests of Meridian Cloud Solutions Inc. ("Meridian" or "MCS"), a Delaware corporation, for an aggregate enterprise value of approximately $315,000,000. The Acquisition is being structured as a stock purchase, with the Borrower serving as the acquisition vehicle and the ultimate obligor under the Facility. The equity purchase agreement governing the Acquisition is being handled by Alderton Paige LLP, which serves as Solara's acquisition counsel and is not involved in the financing workstream that would be assigned to this Firm.

This memorandum was prepared in accordance with the Firm's Conflicts of Interest Policy (revised January 2025), the applicable Rules of Professional Conduct of the State of New York (particularly Rules 1.7, 1.9, and 1.10), the Delaware Lawyers' Rules of Professional Conduct, and American Bar Association Model Rules of Professional Conduct, as applicable. The conflict search was conducted using the Firm's proprietary conflict management system (IntakaCheck) and supplemented by manual review of relevant practice group records.

Conclusion: No disqualifying conflicts of interest were identified with respect to any party to the proposed transaction. The matter may proceed to engagement, subject to the informational disclosures and ongoing monitoring obligations discussed in Sections V and VI below.

II. Scope of Conflict Search

A. Parties Searched

The following entities and individuals were run through the Firm's conflict database. For each party, the search encompassed the full legal name, all known trade names, short names, abbreviations, "doing business as" names, and prior names, as well as the names of all identified principals, officers, and key individuals associated with the relevant party. Where available, Employer Identification Numbers (EINs), state filing numbers, and registered addresses were used to confirm entity identity and distinguish against similarly named but unrelated entities.

Client / Borrower Side:

1. Solara Digital Infrastructure LP — Delaware limited partnership; principal office: 1700 Market Street, Suite 2400, Wilmington, DE 19801; EIN: 84-3291057. The proposed client. Solara is a private equity firm focused on digital infrastructure, data center, and cloud computing investments.

2. Solara Digital GP LLC — Delaware limited liability company; general partner of Solara Digital Infrastructure LP. Searched as an affiliated entity of the proposed client.

3. Solara Digital Infrastructure Fund IV LP ("Fund IV") — Delaware limited partnership; the current investing fund through which the Acquisition equity contribution will be made. Fund IV has approximately $1.65 billion in committed capital. Searched as an affiliated entity of the proposed client.

4. Solara Digital Acquisition Holdings LLC — Delaware limited liability company; the newly formed Borrower and Acquisition Sub that will serve as the obligor under the Term Loan Facility. EIN: 93-4718206 (applied for); Delaware Secretary of State File No. 7531209 (formation filing to be submitted). Searched as a direct client entity.

5. Viktor Strand — Co-Founder & Managing Partner, Solara. Searched individually.

6. Nadia Okafor — Co-Founder & Managing Partner, Solara. Searched individually.

7. Derek Raines — Chief Financial Officer, Solara. Searched individually.

8. Priya Vasudeva — General Counsel, Solara. Searched individually. Ms. Vasudeva is expected to serve as the Firm's primary contact on the engagement.

Acquisition Target:

9. Meridian Cloud Solutions Inc. — Delaware corporation; principal office: 450 Technology Parkway, Suite 800, Austin, TX 78759; EIN: 82-1647530; Delaware Secretary of State File No. 6038472. Meridian is a provider of enterprise cloud management and hybrid infrastructure optimization solutions. Searched as the acquisition target.

10. Jason Tremblay — Founder & Chief Executive Officer, Meridian. Also a selling shareholder (~28% equity). Searched individually.

11. Margaret "Maggie" Cho — Chief Financial Officer, Meridian. Searched individually and under the names "Margaret Cho" and "Maggie Cho."

12. Rohan Deshpande — Chief Technology Officer, Meridian. Searched individually.

Selling Shareholders:

13. Ashford Ventures Partners LLC — Delaware limited liability company; principal office: 520 Park Avenue, 18th Floor, New York, NY 10065. Ashford Ventures holds approximately 52% of the outstanding equity of Meridian and is the lead selling shareholder. Searched under full name and variations including "Ashford Ventures," "Ashford Ventures LLC," and "AVP LLC." Principal: Grant Ashworth, Managing Partner.

14. Grant Ashworth — Managing Partner, Ashford Ventures Partners LLC. Searched individually.

Lead Arranger / Administrative Agent:

15. Brindoval National Bank, N.A. — National banking association organized under the laws of the United States; principal office: 383 Madison Avenue, 14th Floor, New York, NY 10179. Acting as sole lead arranger, sole bookrunner, and administrative agent under the proposed Facility. Brindoval Internal Deal Reference: CNB-TLF-2026-0389. Searched under full name and variations including "Brindoval National Bank," "Brindoval Bank," "CNB," and "Brindoval N.A."

16. Thomas Wilder — Managing Director, Technology Leveraged Finance, Brindoval National Bank, N.A. Expected to serve as the lead banker on the Facility. Searched individually.

17. Sandra Fleischer — Senior Vice President, Credit Risk, Brindoval National Bank, N.A. Identified as the credit risk approver on the Brindoval side. Searched individually.

Anticipated Co-Lenders / Syndication Participants:

18. Harborstone Capital Partners LLC — Delaware limited liability company; principal office: 600 Lexington Avenue, Suite 3100, New York, NY 10022. Anticipated commitment: $50,000,000. Harborstone is a private credit fund focused on technology and healthcare direct lending. Principal: Elena Vasquez, Partner, Direct Lending. Searched under full name and variations including "Harborstone Capital," "Harborstone Partners," and "HCP LLC."

19. Pinnacle Ridge Credit Fund II LP — Delaware limited partnership; principal office: 200 Clarendon Street, 42nd Floor, Boston, MA 02116. Anticipated commitment: $40,000,000. Pinnacle Ridge is a middle-market direct lending platform. Principal: Andrew Kesselman, Managing Director. Searched under full name and variations including "Pinnacle Ridge Credit Fund," "Pinnacle Ridge Fund II," "PRCF II," and "Pinnacle Ridge."

Lender's Counsel:

20. Broadwick & Thayer LLP — New York limited liability partnership; principal office: 51 West 52nd Street, 30th Floor, New York, NY 10019. Broadwick & Thayer has been retained by Brindoval National Bank, N.A. to serve as lender's counsel on the Facility. Searched under full name and variations including "Broadwick & Thayer," "Broadwick Thayer," and "B&T LLP."

21. Catherine Hartwell — Partner, Finance & Lending, Broadwick & Thayer LLP. Expected lead partner on the lender's counsel side. Searched individually.

22. James Okoro — Senior Associate, Broadwick & Thayer LLP. Expected to serve as the primary working-level attorney on the lender's counsel team. Searched individually.

Acquisition Counsel (Borrower Side):

23. Alderton Paige LLP — Delaware limited liability partnership; principal office: 2000 K Street NW, Suite 1400, Washington, DC 20006. Alderton Paige has been retained by Solara to serve as acquisition counsel on the Meridian purchase agreement and related acquisition documentation. Lead partner: Richard Fontaine. Searched under full name and variations including "Alderton Paige," "AP LLP," and "Alderton Paige LLP."

Seller's / Target's Counsel:

24. Kerrigan Ross & Associates LLP — New York limited liability partnership; principal office: 780 Third Avenue, 25th Floor, New York, NY 10017. Kerrigan Ross represents the selling shareholders and the target company in connection with the Acquisition. Lead partner: Danielle Musgrave. Searched under full name and variations including "Kerrigan Ross," "KR&A," and "Kerrigan Ross Associates."

Target's Auditor:

25. Whitfield & Sable LLP — Illinois limited liability partnership; principal office: 311 South Wacker Drive, Suite 5500, Chicago, IL 60606. Whitfield & Sable serves as the independent auditor for Meridian Cloud Solutions Inc. and is expected to deliver a comfort letter or consent in connection with the financing. Lead engagement partner: Raymond Bautista. Searched under full name and variations including "Whitfield & Sable," "W&S LLP," and "Whitfield Sable."

Financial Advisor (Borrower Side):

26. Velthorn Stanton Advisory LLC — Delaware limited liability company; principal office: 745 Fifth Avenue, 12th Floor, New York, NY 10151. Velthorn Stanton has been retained by Solara as its financial advisor in connection with the Acquisition and the Facility. Lead advisor: Benjamin Holt. Searched under full name and variations including "Velthorn Stanton," "GSA LLC," and "Velthorn Stanton Advisory."

Insurance:

27. Northvane Insurance Group Inc. — Connecticut corporation; principal office: 200 Constitution Plaza, Hartford, CT 06103. Northvane is the anticipated carrier for representations and warranties ("R&W") insurance and directors and officers ("D&O") insurance policies to be procured in connection with the Acquisition. Searched under full name and variations including "Northvane Insurance," "Northvane Group," and "NIG Inc."

B. Databases and Systems Searched

The conflict search was conducted using the following systems and resources:

• IntakaCheck — Calderwood & Harkness LLP's proprietary conflict management system, which maintains a comprehensive database of all current and former clients, adverse parties, related parties, co-counsel, and other interested parties across all active and closed matters firm-wide. IntakaCheck is updated in real time upon the opening and closing of all firm matters and upon the intake of all lateral attorney hires. The system was last audited for data integrity on January 31, 2026.

• Lookback Period: The search was conducted across all active matters and all matters closed within the preceding five (5) years (i.e., matters closed on or after March 15, 2021). This lookback period conforms to the Firm's standard conflict search protocol and exceeds the minimum three-year lookback recommended by the Firm's General Counsel.

• Search Parameters: The search encompassed all variations of entity names, including full legal names, short names, trade names, d/b/a names, acronyms, and commonly used abbreviations. For individual names, the search encompassed all variations of first names, last names, middle names or initials, and known aliases or prior names. Where EINs, state filing numbers, or other unique identifiers were available, these were used as supplementary search criteria to confirm entity identity and to distinguish between similarly named but unrelated entities.

• Cross-Reference: Search results were cross-referenced against the Firm's current and former client roster, the Firm's adverse party index, the Firm's lateral hire conflict disclosures (for all lateral partners and associates who joined the Firm within the preceding three years), and the Firm's list of entities and individuals subject to standing engagement restrictions or ethical screens.

• Manual Review: In addition to the automated IntakaCheck search, a manual review was conducted of all open matters in the Banking & Finance, Mergers & Acquisitions, Restructuring, and Litigation practice groups to identify any potential conflicts or relationships not captured by the automated system. This manual review was performed by the undersigned in consultation with practice group coordinators.

C. Date and Time of Search

• Search initiated: March 15, 2026, 9:15 a.m. Eastern Time.

• Search completed: March 15, 2026, 2:30 p.m. Eastern Time.

• Total search duration: Approximately 5 hours, 15 minutes (including manual review and verification of identified hits against firm records).

The search results documented herein are current as of the date and time of completion noted above. Any changes in the composition of the transaction parties or the identification of additional parties subsequent to this date will require a supplemental conflict check.

III. Results of Conflict Search

Set forth below are the detailed results of the conflict search, organized by party. For each party, the results indicate whether any prior or current representations, adverse matters, or other relationships were identified, together with the Firm's assessment of whether any identified relationship gives rise to a disqualifying conflict of interest.

A. Solara Digital Infrastructure LP and Related Entities (Client Side)

Calderwood & Harkness has not previously represented Solara Digital Infrastructure LP, Solara Digital GP LLC, Solara Digital Infrastructure Fund IV LP, or any other Solara-affiliated entity in any capacity. The IntakaCheck search returned no results for any of these entities under any name variation. Similarly, no prior matters were identified involving any of the Solara principals or officers searched, including Viktor Strand, Nadia Okafor, Derek Raines, and Priya Vasudeva. None of these individuals have been identified as parties, witnesses, or interested persons in any current or recently closed Firm matter.

Solara Digital Acquisition Holdings LLC, the newly formed Borrower entity, has not yet been formally organized under Delaware law (the formation filing is pending with the Delaware Secretary of State). Given its status as a newly created special purpose vehicle, there is no history of prior representation or adverse matters. The IntakaCheck search confirmed no results for this entity.

Result: No conflicts identified. Solara Digital Infrastructure LP and its affiliated entities are new clients of the Firm. Standard new client intake procedures, including know-your-client and anti-money laundering screening, will be completed as part of the matter opening process.

B. Brindoval National Bank, N.A. (Adverse Party — Lender)

The IntakaCheck search identified two prior matters in which Calderwood & Harkness represented Brindoval National Bank, N.A., both of which are closed with no ongoing obligations:

Matter 2023-BF-02817 — Calderwood & Harkness represented Brindoval National Bank, N.A. in its capacity as administrative agent in a $350,000,000 syndicated revolving credit facility for Thornfield Industries Holdings LLC, a portfolio company of a private equity sponsor unrelated to Solara. The engagement encompassed the negotiation and documentation of the credit agreement and related loan documents on behalf of Brindoval in its agent capacity. The matter was opened on June 5, 2023, and closed on November 17, 2023, upon successful closing of the facility. The responsible partner on the matter was David Chen (Real Estate & Finance, C&H New York). No ongoing advisory, monitoring, or other obligations remain in connection with this matter. The Thornfield facility involved a revolving credit structure in the industrial manufacturing sector and bears no factual, legal, or commercial relationship to the proposed Solara term loan or the Meridian acquisition.

Matter 2024-RE-03156 — Calderwood & Harkness represented Brindoval National Bank, N.A. as lender in a $75,000,000 real estate construction loan for a mixed-use commercial development project in Northern Virginia. The engagement encompassed the negotiation and documentation of the construction loan agreement, deed of trust, and related security documents. The matter was opened on February 12, 2024, and closed on August 9, 2024, upon disbursement of the final construction draw and satisfaction of all closing conditions. The responsible partner on the matter was Jennifer Altman (Real Estate, C&H Washington, D.C.). No ongoing advisory, monitoring, or other obligations remain in connection with this matter. The real estate construction loan bears no factual, legal, or commercial relationship to the proposed Solara term loan or the Meridian acquisition.

In the proposed engagement, Calderwood & Harkness would represent the Borrower (Solara/Acquisition Sub) opposite Brindoval as lead arranger and administrative agent. This is an arm's-length commercial lending transaction in which Brindoval and Solara are counterparties to a negotiated financing, not adversaries in a litigation or dispute context. The negotiation of credit agreement terms, covenants, security packages, and related documentation between a borrower and its lender is a standard commercial interaction that is recognized under applicable professional conduct rules as qualitatively distinct from litigation adversity.

Analysis: The prior representations of Brindoval on the two identified matters do not create a current-client conflict under Rule 1.7 of the New York Rules of Professional Conduct, because Brindoval is not a current client of the Firm. Both identified matters are closed, and no ongoing obligations or attorney-client relationships exist between the Firm and Brindoval. The analysis therefore proceeds under Rule 1.9 (duties to former clients). Under 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. Here, the proposed Solara financing is not the same matter as, and is not substantially related to, either the Thornfield revolving credit facility or the Northern Virginia construction loan. The subject matter, the borrowers, the industries, the deal structures, and the collateral packages are entirely distinct. No confidential information obtained by the Firm during the prior Brindoval representations would be material or relevant to the negotiation of the Solara term loan. There is no basis upon which to conclude that the Firm possesses information relating to Brindoval's internal credit approval processes, pricing methodologies, or negotiation strategies that could be used to the disadvantage of Brindoval in the proposed transaction.

Result: No disqualifying conflict of interest. No formal consent from Brindoval is required under applicable professional conduct rules. However, as a matter of best practice and transparency, an informational disclosure to Solara regarding the Firm's prior representation of Brindoval on unrelated, closed matters is recommended and should be included in the engagement letter. This disclosure will enable Solara to make a fully informed decision regarding the Firm's engagement. See Section V.A below for further discussion.

C. Broadwick & Thayer LLP (Lender's Counsel)

Calderwood & Harkness has worked opposite Broadwick & Thayer LLP on numerous leveraged finance transactions over the past several years. This is a routine occurrence in the New York leveraged finance market, where a relatively small number of law firms regularly serve as borrower's counsel and lender's counsel on syndicated lending transactions. The relationship between Calderwood & Harkness and Broadwick & Thayer in such transactions is that of professional counterpart counsel engaged in arm's-length negotiations on behalf of their respective clients, and no adversarial, competitive, or conflicting relationship exists between the two firms.

The IntakaCheck search identified no matters in which Calderwood & Harkness and Broadwick & Thayer are currently adversaries in litigation, arbitration, dispute resolution, or any other contentious proceeding. Catherine Hartwell and James Okoro, the Broadwick & Thayer attorneys expected to staff the Brindoval side of the Facility, have appeared as counterpart counsel on at least three prior C&H transactions (identified through manual review of Banking & Finance practice group records), all of which proceeded without incident or any professional conduct concerns.

Result: No conflict. Standard counterparty counsel relationship. No further action required.

D. Meridian Cloud Solutions Inc. (Acquisition Target)

Calderwood & Harkness has not previously represented Meridian Cloud Solutions Inc. in any capacity. The IntakaCheck search returned no results for Meridian under any name variation, including "Meridian Cloud," "MCS," "Meridian Solutions," and "Meridian Cloud Solutions." Similarly, no prior matters were identified involving any of the Meridian officers searched, including Jason Tremblay, Margaret "Maggie" Cho (searched under both "Margaret Cho" and "Maggie Cho"), and Rohan Deshpande. None of these individuals have been identified as parties, witnesses, or interested persons in any current or recently closed Firm matter.

No prior adverse matters involving Meridian or its officers were identified. The Firm has not, to its knowledge, been engaged by any party in connection with any litigation, regulatory investigation, or dispute involving Meridian.

Result: No conflicts identified. No further action required.

E. Ashford Ventures Partners LLC (Selling Shareholder)

Calderwood & Harkness has not previously represented Ashford Ventures Partners LLC or Grant Ashworth in any capacity. The IntakaCheck search returned no results for Ashford Ventures Partners LLC under any name variation, including "Ashford Ventures," "AVP LLC," and "Ashford Ventures Partners."

The search did return one result for an entity with a similar name: Ashford Capital Group LP, which appeared as a client in a closed matter from 2022 (Matter 2022-PE-01843, representation in connection with a fund formation). Upon further investigation, including review of the matter file and consultation with the responsible partner (Sarah Liu, Private Equity, C&H New York), it was confirmed that Ashford Capital Group LP is an entirely unrelated entity with no common ownership, management, affiliation, or other connection to Ashford Ventures Partners LLC. Ashford Capital Group LP is a real estate private equity fund based in Chicago, Illinois, managed by different principals. Grant Ashworth has no affiliation with Ashford Capital Group LP. The similarity in names is coincidental.

Result: No conflicts identified. The Ashford Capital Group LP result was a false positive and has been documented as such in the IntakaCheck search log. No further action required.

F. Harborstone Capital Partners LLC and Pinnacle Ridge Credit Fund II LP (Anticipated Co-Lenders)

Harborstone Capital Partners LLC: Calderwood & Harkness has not previously represented Harborstone Capital Partners LLC or Elena Vasquez in any capacity. The IntakaCheck search returned no results for Harborstone under any name variation. No prior adverse matters involving Harborstone were identified.

Pinnacle Ridge Credit Fund II LP: The IntakaCheck search identified one prior matter in which Calderwood & Harkness represented Pinnacle Ridge Credit Fund II LP:

Matter 2024-BF-03502 — Calderwood & Harkness represented Pinnacle Ridge Credit Fund II LP as a lender participant in a $125,000,000 first-lien term loan to Vertex Applied Sciences LLC, an unrelated borrower in the healthcare technology sector. The engagement was limited in scope to reviewing and advising Pinnacle Ridge on the credit agreement, assignment and assumption documentation, and lender joinder documentation in connection with Pinnacle Ridge's participation in the syndicated facility. The matter was opened on September 3, 2024, and closed on February 21, 2025, following completion of the syndication process. The responsible partner on the matter was Robert Castellano (Banking & Finance, C&H New York). No ongoing advisory, monitoring, or other obligations remain in connection with this matter. The Vertex Applied Sciences facility bears no factual, legal, or commercial relationship to the proposed Solara term loan or the Meridian acquisition.

In the proposed engagement, Pinnacle Ridge is an anticipated co-lender in the syndication of the Facility. Pinnacle Ridge is not a direct negotiating counterparty to Solara; rather, Brindoval National Bank, N.A., as lead arranger and administrative agent, is the entity with which the Borrower will negotiate the terms of the credit agreement. Pinnacle Ridge's participation in the syndication will be governed by the terms of the credit agreement as negotiated between the Borrower and Brindoval. Pinnacle Ridge's interests as a syndication participant are fundamentally aligned with Brindoval's interests as lead arranger — both entities share the common objective of structuring a creditworthy facility with appropriate covenants, collateral, and credit protections. Pinnacle Ridge is not in a position of direct adversity to the Borrower in the same manner as the arranging bank.

Analysis: The prior representation of Pinnacle Ridge on Matter 2024-BF-03502 does not create a disqualifying conflict under Rule 1.9 of the New York Rules of Professional Conduct. Pinnacle Ridge is a former client of the Firm on a closed matter. The proposed Solara financing is not the same matter as, and is not substantially related to, the Vertex Applied Sciences syndication. The subject matter, the borrowers, the industries, the deal structures, and the collateral packages are entirely distinct. No confidential information obtained by the Firm during the Pinnacle Ridge representation would be material or relevant to the negotiation of the Solara term loan. Moreover, the degree of adversity between a borrower and a co-lender in a syndicated lending transaction is attenuated relative to the adversity between a borrower and the lead arranger, given that the co-lender does not typically participate directly in the negotiation of credit agreement terms but rather accepts or declines participation based on the terms as arranged.

Result: No disqualifying conflict of interest. No formal consent from Pinnacle Ridge is required under applicable professional conduct rules. However, as a matter of best practice and transparency, an informational disclosure to Solara regarding the Firm's prior representation of Pinnacle Ridge on an unrelated, closed matter is recommended and should be included in the engagement letter. See Section V.B below for further discussion.

G. Kerrigan Ross & Associates LLP (Seller's / Target's Counsel)

Calderwood & Harkness has worked opposite Kerrigan Ross & Associates LLP on prior M&A transactions. This is a routine counterparty relationship in the New York M&A market. The IntakaCheck search identified no matters in which Calderwood & Harkness and Kerrigan Ross are currently adversaries in litigation, arbitration, or dispute proceedings. The relationship between the firms is professional and unremarkable. Danielle Musgrave, the expected lead partner at Kerrigan Ross, has appeared as counterpart counsel on at least two prior C&H transactions without incident.

It should be noted that in the proposed engagement, Calderwood & Harkness's role is limited to borrower-side representation on the financing and does not encompass the acquisition agreement negotiations, which are being handled by Alderton Paige LLP. Accordingly, the Firm's direct interaction with Kerrigan Ross in connection with this transaction is expected to be limited to the extent that financing-related provisions intersect with acquisition agreement terms (e.g., certain funds provisions, conditions precedent, and representations and warranties).

Result: No conflict. Standard counterparty counsel relationship. No further action required.

H. Alderton Paige LLP (Co-Counsel to Solara on Acquisition)

Calderwood & Harkness will be coordinating with Alderton Paige LLP, and specifically with Richard Fontaine, Alderton Paige's lead partner on the Acquisition, in connection with the financing workstream. Alderton Paige serves as Solara's acquisition counsel and is handling the negotiation and documentation of the equity purchase agreement and all related acquisition documentation. Calderwood & Harkness's borrower-side financing work will need to be closely coordinated with Alderton Paige's acquisition work, particularly with respect to the interplay between the credit agreement's conditions precedent and the purchase agreement's closing conditions, the "certain funds" or "SunGard" provisions (if any), the treatment of acquisition-related representations and warranties in the credit agreement, and the structure of the security and collateral package as it relates to the acquired assets.

The IntakaCheck search identified no adverse relationships between Calderwood & Harkness and Alderton Paige. The Firm has worked alongside Alderton Paige in a co-counsel capacity on at least two prior transactions (identified through manual review of Banking & Finance and M&A practice group records), both of which proceeded smoothly and without any professional conduct concerns. The co-counsel relationship is well-established and functional.

Result: No conflict. Co-counsel alignment confirmed. No further action required.

I. Whitfield & Sable LLP (Target's Auditor)

Calderwood & Harkness has not previously represented Whitfield & Sable LLP or Raymond Bautista in any capacity. The IntakaCheck search returned no results for Whitfield & Sable under any name variation. No prior matters were identified involving Whitfield & Sable as a client, adverse party, or interested party in any Firm matter.

Result: No conflicts identified. No further action required.

J. Velthorn Stanton Advisory LLC (Financial Advisor to Solara)

Calderwood & Harkness has not previously represented Velthorn Stanton Advisory LLC or Benjamin Holt in any capacity. The IntakaCheck search returned no results for Velthorn Stanton under any name variation. No prior matters were identified involving Velthorn Stanton as a client, adverse party, or interested party in any Firm matter.

Result: No conflicts identified. No further action required.

K. Northvane Insurance Group Inc. (R&W / D&O Insurance Carrier)

Calderwood & Harkness has not previously represented Northvane Insurance Group Inc. in any capacity. The IntakaCheck search returned no results for Northvane under any name variation. No prior matters were identified involving Northvane as a client, adverse party, or interested party in any Firm matter.

Result: No conflicts identified. No further action required.

IV. Transaction Overview for Context

The following brief description of the proposed transaction is provided for context in evaluating the conflict analysis set forth herein. This summary is based on information provided to the Firm by Priya Vasudeva, General Counsel of Solara, during the initial intake call on March 14, 2026, supplemented by a review of the preliminary term sheet dated March 8, 2026, provided by Brindoval National Bank.

Solara Digital Infrastructure LP, through its current investing vehicle, Solara Digital Infrastructure Fund IV LP (approximately $1.65 billion in committed capital, of which approximately $740 million has been deployed as of March 2026; Solara total assets under management across all fund vintages: approximately $4.8 billion), is acquiring 100% of the outstanding equity of Meridian Cloud Solutions Inc. for an aggregate enterprise value of approximately $315,000,000. Based on Meridian's last-twelve-months ("LTM") Adjusted EBITDA of approximately $18.7 million, the implied acquisition multiple is approximately 16.84x LTM Adjusted EBITDA. Meridian is a provider of enterprise cloud management, workload optimization, and hybrid infrastructure orchestration solutions, serving a customer base of approximately 350 enterprise clients across the financial services, healthcare, and technology sectors.

The Acquisition will be structured as a stock purchase, with Solara Digital Acquisition Holdings LLC (the newly formed Borrower/Acquisition Sub) acquiring 100% of the outstanding shares of Meridian common stock from the selling shareholders. The principal selling shareholders are:

• Ashford Ventures Partners LLC — approximately 52% of outstanding equity

• Jason Tremblay (Founder & CEO) — approximately 28% of outstanding equity

• Management and employee shareholders — approximately 20% of outstanding equity

The Acquisition will be financed through a combination of debt and equity as follows:

The equity contribution from Fund IV of $130,000,000 represents approximately 41.3% of the enterprise value, reflecting a leverage ratio consistent with middle-market technology acquisition financings.

Calderwood & Harkness's role in the transaction is limited to borrower-side representation on the financing, encompassing the negotiation, documentation, and closing of the $200,000,000 Senior Secured Term Loan Facility. This includes, without limitation, the credit agreement, security agreement, pledge agreement, guaranty agreement, intellectual property security agreement, perfection certificates, officer's certificates, borrower's counsel legal opinion, and all ancillary closing documentation. Alderton Paige LLP is separately handling the acquisition agreement and all related acquisition documentation on behalf of Solara.

Brindoval National Bank, N.A. intends to syndicate the Term Loan Facility following the commitment date. Based on the preliminary term sheet and conversations with Solara's financial advisor (Velthorn Stanton Advisory), the anticipated syndication structure is as follows:

• Brindoval National Bank, N.A. — targeted hold position of approximately $75,000,000

• Harborstone Capital Partners LLC — anticipated commitment of approximately $50,000,000

• Pinnacle Ridge Credit Fund II LP — anticipated commitment of approximately $40,000,000

• Remaining $35,000,000 — to be allocated among additional syndication participants to be identified during the syndication process

The identity of the additional syndication participants is not yet known. As discussed in Section V.C below, supplemental conflict checks should be conducted as additional participants are identified.

V. Analysis of Potential Issues Requiring Disclosure

While no disqualifying conflicts of interest were identified in the conflict search, two relationships were identified that, in the judgment of the undersigned, warrant informational disclosure to the proposed client as a matter of best practice and transparency. In addition, certain ongoing monitoring obligations should be noted.

A. Prior Representation of Brindoval National Bank, N.A.

As set forth in Section III.B above, Calderwood & Harkness represented Brindoval National Bank, N.A. on two prior matters — Matter 2023-BF-02817 (the Thornfield revolving credit facility, closed November 2023) and Matter 2024-RE-03156 (the Northern Virginia construction loan, closed August 2024). Both matters are closed, and no ongoing attorney-client relationship or continuing obligations exist between the Firm and Brindoval.

The undersigned has confirmed, through review of the matter files and consultation with the responsible partners on each prior matter (David Chen and Jennifer Altman, respectively), that no confidential information obtained by the Firm in connection with either prior representation is material or relevant to the proposed Solara Term Loan Facility. The prior matters involved different borrowers, different industries, different deal structures, different collateral packages, and different Brindoval deal teams. While the Firm necessarily gained some general familiarity with Brindoval's documentation preferences and internal processes in the course of the prior representations, such general familiarity does not constitute the type of confidential information that would trigger duties under Rule 1.9 or create a basis for disqualification.

Nevertheless, the fact that the Firm previously represented the entity that will serve as the lead arranger and administrative agent on the proposed Facility is a relationship that should, as a matter of good practice and client service, be disclosed to Solara. This disclosure will enable Solara to make a fully informed decision regarding the Firm's engagement and will demonstrate the Firm's commitment to transparency in its professional relationships.

Recommendation: Include an informational disclosure in the engagement letter (to be dated March 16, 2026) advising Solara of the Firm's prior representation of Brindoval on two unrelated, closed matters. The disclosure should confirm that no confidential information from those engagements is relevant to the proposed financing and that no formal consent from Brindoval is required. The disclosure should further confirm that the Firm's representation of Solara will be conducted with full loyalty, diligence, and undivided attention to Solara's interests, without regard to the Firm's prior relationship with Brindoval.

B. Prior Representation of Pinnacle Ridge Credit Fund II LP

As set forth in Section III.F above, Calderwood & Harkness represented Pinnacle Ridge Credit Fund II LP on one prior matter — Matter 2024-BF-03502 (the Vertex Applied Sciences syndication, closed February 2025). The matter is closed, and no ongoing attorney-client relationship or continuing obligations exist between the Firm and Pinnacle Ridge.

The undersigned has confirmed, through review of the matter file and consultation with the responsible partner (Robert Castellano), that no confidential information obtained by the Firm in connection with the prior representation is material or relevant to the proposed Solara Term Loan Facility. The prior matter involved a different borrower, a different industry, a different deal structure, and a different collateral package. The Firm's representation of Pinnacle Ridge in that matter was limited to reviewing and advising on syndication participation documentation, and no information regarding Pinnacle Ridge's internal investment criteria, credit approval processes, or portfolio strategy that would be relevant to the proposed Facility was obtained.

Pinnacle Ridge's role in the proposed transaction is that of an anticipated syndication participant — a co-lender that will participate in the Facility on terms negotiated between the Borrower and Brindoval. Pinnacle Ridge is not a direct negotiating counterparty to Solara and is not expected to have a role in the negotiation of credit agreement terms. The degree of adversity between the Borrower and Pinnacle Ridge is accordingly minimal.

Recommendation: Include an informational disclosure in the engagement letter advising Solara of the Firm's prior representation of Pinnacle Ridge on an unrelated, closed matter. The disclosure should confirm that no confidential information from that engagement is relevant to the proposed financing, that Pinnacle Ridge's role in the transaction is that of a syndication participant rather than a negotiating counterparty, and that no formal consent from Pinnacle Ridge is required.

C. Ongoing Monitoring

The proposed Facility contemplates a post-commitment syndication in which additional lender participants beyond Harborstone and Pinnacle Ridge may be invited to join the lending group. As of the date of this memorandum, the identity of such additional participants is not yet known. Brindoval has indicated that the remaining $35,000,000 of the Facility (beyond the targeted Brindoval hold of $75,000,000 and the anticipated Harborstone and Pinnacle Ridge commitments of $50,000,000 and $40,000,000, respectively) will be allocated to one or more additional institutional lenders to be identified during the syndication process.

As additional syndication participants are identified, supplemental conflict checks must be conducted with respect to each such participant, including the entity itself and its relevant principals, to ensure that no disqualifying conflicts arise. The working team should coordinate with Thomas Wilder at Brindoval and with Solara's financial advisor (Velthorn Stanton / Benjamin Holt) to obtain the identities of prospective syndication participants as early as practicable.

In addition, the conflict system should be updated with the new matter upon opening. The matter should be entered into IntakaCheck under matter number 1041-00002, client number CL-081273, with all parties identified in Section II.A above listed as relevant parties (clients, adverse parties, co-counsel, and other interested parties, as appropriate). The matter entry should include a note regarding the informational disclosures to Solara concerning the prior Brindoval and Pinnacle Ridge representations, as well as a reminder regarding the need for supplemental conflict checks upon identification of additional syndication participants.

Finally, if the transaction structure changes materially — for example, if additional financing tranches are added, if the identity of the administrative agent changes, or if new parties are introduced to the transaction — a fresh conflict assessment should be conducted at that time.

VI. Conclusion and Recommendation

Based on the comprehensive conflict search and analysis documented in this memorandum, no disqualifying conflicts of interest have been identified with respect to the proposed representation of Solara Digital Infrastructure LP and Solara Digital Acquisition Holdings LLC by Calderwood & Harkness LLP in connection with the $200,000,000 Senior Secured Term Loan Facility for the acquisition of Meridian Cloud Solutions Inc.

The two prior relationships identified — the Firm's former representation of Brindoval National Bank, N.A. on two closed, unrelated matters, and the Firm's former representation of Pinnacle Ridge Credit Fund II LP on one closed, unrelated matter — do not give rise to conflicts under Rules 1.7 or 1.9 of the New York Rules of Professional Conduct and do not require the consent of any party. No confidential information from those prior representations is material or relevant to the proposed transaction.

The engagement may proceed, subject to the following conditions and action items:

1. Informational Disclosure to Solara. The engagement letter, to be dated March 16, 2026, and addressed to Priya Vasudeva, General Counsel, Solara Digital Infrastructure LP, should include informational disclosures regarding the Firm's prior representations of Brindoval National Bank, N.A. (Matters 2023-BF-02817 and 2024-RE-03156) and Pinnacle Ridge Credit Fund II LP (Matter 2024-BF-03502). The disclosures should confirm that both prior relationships involved unrelated, closed matters, that no confidential information from those engagements is relevant to the proposed financing, and that no formal consent is required from either Brindoval or Pinnacle Ridge. Draft language for the engagement letter disclosures will be provided to the responsible partner under separate cover.

2. Supplemental Conflict Checks. As additional syndication participants or other transaction parties are identified, supplemental conflict checks should be promptly conducted and documented. The working team should establish a protocol with Brindoval and Velthorn Stanton to receive early notice of prospective lender participants.

3. Matter Entry. Upon approval of this memorandum and execution of the engagement letter, the matter should be formally opened in the Firm's systems under matter number 1041-00002, client number CL-081273, and entered into IntakaCheck with all parties and relevant notes as described in Section V.C above.

Subject to the foregoing, this matter is cleared from a conflicts perspective, and the Banking & Finance practice group may proceed with the engagement.

VII. Signature and Review

Prepared by:

________________________________________

Marcus Leung Working Associate, Banking & Finance Calderwood & Harkness LLP

Date: March 15, 2026

Reviewed and Approved by:

________________________________________

Philip Hartmann Responsible Partner, Banking & Finance Calderwood & Harkness LLP

Date: March 15, 2026

Distribution: Internal only — Philip Hartmann (Responsible Partner), Claudia Merritt (Billing Partner), Firm General Counsel's Office (conflict records). This memorandum is not to be distributed to any person outside the Firm.

CONFIDENTIALITY NOTICE: This memorandum is privileged and confidential, prepared for internal use only in connection with Calderwood & Harkness LLP's professional responsibility obligations under applicable rules of professional conduct. This memorandum constitutes attorney work product and is protected from disclosure by the attorney work product doctrine, the attorney-client privilege, and all other applicable privileges and protections. This memorandum is not to be distributed, disclosed, or made available to any person or entity outside the Firm, including the proposed client, adverse parties, or any third party, without the prior written approval of the Firm's General Counsel. Any unauthorized disclosure of this memorandum may result in a waiver of applicable privileges and protections.

To:	Philip Hartmann, Responsible Partner, Banking & Finance
From:	Marcus Leung, Working Associate, Banking & Finance
Date:	March 15, 2026
Re:	Conflict Clearance — Representation of Solara Digital Infrastructure LP in connection with $200,000,000 Senior Secured Term Loan Facility for Acquisition of Meridian Cloud Solutions Inc.
Matter Number:	1041-00002 (pending opening)
Client Number:	CL-081273 (Solara Digital Infrastructure LP)
Sources	Amount	% of Total
Senior Secured Term Loan (Brindoval)	$200,000,000	60.6%
Equity Contribution (Fund IV)	$130,000,000	39.4%
Total Sources	$330,000,000	100.0%
Uses	Amount	% of Total
Purchase Price (Enterprise Value)	$315,000,000	95.5%
Estimated Transaction Fees & Expenses	$12,000,000	3.6%
Cash to Balance Sheet	$3,000,000	0.9%
Total Uses	$330,000,000	100.0%

CALDERWOOD & HARKNESS LLP
INTERNAL MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Conflict Check Memorandum
I. Purpose and Summary
This memorandum documents the results of the firm's conflict of interest check conducted on March 15, 2026, in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") to represent Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership, and its newly formed subsidiary Solara Digital Acquisition Holdings LLC ("Acquisition Sub" or the "Borrower"), a Delaware limited liability company, as borrower-side counsel in the negotiation, documentation, and closing of a $200,000,000 senior secured term loan facility (the "Facility" or the "Term Loan Facility"). The engagement encompasses the full scope of borrower-side finance representation, including review and negotiation of the credit agreement, security and collateral documents, intercreditor arrangements (if any), guaranty agreements, officer's certificates, legal opinions, and all ancillary closing documentation customarily associated with a leveraged acquisition financing of this nature.
The Facility is being arranged by Brindoval National Bank, N.A. ("Brindoval" or "CNB"), a national banking association, acting as sole lead arranger, sole bookrunner, and administrative agent, to finance Solara's acquisition (the "Acquisition") of 100% of the outstanding equity interests of Meridian Cloud Solutions Inc. ("Meridian" or "MCS"), a Delaware corporation, for an aggregate enterprise value of approximately $315,000,000. The Acquisition is being structured as a stock purchase, with the Borrower serving as the acquisition vehicle and the ultimate obligor under the Facility. The equity purchase agreement governing the Acquisition is being handled by Alderton Paige LLP, which serves as Solara's acquisition counsel and is not involved in the financing workstream that would be assigned to this Firm.
This memorandum was prepared in accordance with the Firm's Conflicts of Interest Policy (revised January 2025), the applicable Rules of Professional Conduct of the State of New York (particularly Rules 1.7, 1.9, and 1.10), the Delaware Lawyers' Rules of Professional Conduct, and American Bar Association Model Rules of Professional Conduct, as applicable. The conflict search was conducted using the Firm's proprietary conflict management system (IntakaCheck) and supplemented by manual review of relevant practice group records.
Conclusion: No disqualifying conflicts of interest were identified with respect to any party to the proposed transaction. The matter may proceed to engagement, subject to the informational disclosures and ongoing monitoring obligations discussed in Sections V and VI below.
II. Scope of Conflict Search
A. Parties Searched
The following entities and individuals were run through the Firm's conflict database. For each party, the search encompassed the full legal name, all known trade names, short names, abbreviations, "doing business as" names, and prior names, as well as the names of all identified principals, officers, and key individuals associated with the relevant party. Where available, Employer Identification Numbers (EINs), state filing numbers, and registered addresses were used to confirm entity identity and distinguish against similarly named but unrelated entities.
Client / Borrower Side:
1.  Solara Digital Infrastructure LP — Delaware limited partnership; principal office: 1700 Market Street, Suite 2400, Wilmington, DE 19801; EIN: 84-3291057. The proposed client. Solara is a private equity firm focused on digital infrastructure, data center, and cloud computing investments.
2.  Solara Digital GP LLC — Delaware limited liability company; general partner of Solara Digital Infrastructure LP. Searched as an affiliated entity of the proposed client.
3.  Solara Digital Infrastructure Fund IV LP ("Fund IV") — Delaware limited partnership; the current investing fund through which the Acquisition equity contribution will be made. Fund IV has approximately $1.65 billion in committed capital. Searched as an affiliated entity of the proposed client.
4.  Solara Digital Acquisition Holdings LLC — Delaware limited liability company; the newly formed Borrower and Acquisition Sub that will serve as the obligor under the Term Loan Facility. EIN: 93-4718206 (applied for); Delaware Secretary of State File No. 7531209 (formation filing to be submitted). Searched as a direct client entity.
5.  Viktor Strand — Co-Founder & Managing Partner, Solara. Searched individually.
6.  Nadia Okafor — Co-Founder & Managing Partner, Solara. Searched individually.
7.  Derek Raines — Chief Financial Officer, Solara. Searched individually.
8.  Priya Vasudeva — General Counsel, Solara. Searched individually. Ms. Vasudeva is expected to serve as the Firm's primary contact on the engagement.
Acquisition Target:
9.  Meridian Cloud Solutions Inc. — Delaware corporation; principal office: 450 Technology Parkway, Suite 800, Austin, TX 78759; EIN: 82-1647530; Delaware Secretary of State File No. 6038472. Meridian is a provider of enterprise cloud management and hybrid infrastructure optimization solutions. Searched as the acquisition target.
10.  Jason Tremblay — Founder & Chief Executive Officer, Meridian. Also a selling shareholder (~28% equity). Searched individually.
11.  Margaret "Maggie" Cho — Chief Financial Officer, Meridian. Searched individually and under the names "Margaret Cho" and "Maggie Cho."
12.  Rohan Deshpande — Chief Technology Officer, Meridian. Searched individually.
Selling Shareholders:
13.  Ashford Ventures Partners LLC — Delaware limited liability company; principal office: 520 Park Avenue, 18th Floor, New York, NY 10065. Ashford Ventures holds approximately 52% of the outstanding equity of Meridian and is the lead selling shareholder. Searched under full name and variations including "Ashford Ventures," "Ashford Ventures LLC," and "AVP LLC." Principal: Grant Ashworth, Managing Partner.
14.  Grant Ashworth — Managing Partner, Ashford Ventures Partners LLC. Searched individually.
Lead Arranger / Administrative Agent:
15.  Brindoval National Bank, N.A. — National banking association organized under the laws of the United States; principal office: 383 Madison Avenue, 14th Floor, New York, NY 10179. Acting as sole lead arranger, sole bookrunner, and administrative agent under the proposed Facility. Brindoval Internal Deal Reference: CNB-TLF-2026-0389. Searched under full name and variations including "Brindoval National Bank," "Brindoval Bank," "CNB," and "Brindoval N.A."
16.  Thomas Wilder — Managing Director, Technology Leveraged Finance, Brindoval National Bank, N.A. Expected to serve as the lead banker on the Facility. Searched individually.
17.  Sandra Fleischer — Senior Vice President, Credit Risk, Brindoval National Bank, N.A. Identified as the credit risk approver on the Brindoval side. Searched individually.
Anticipated Co-Lenders / Syndication Participants:
18.  Harborstone Capital Partners LLC — Delaware limited liability company; principal office: 600 Lexington Avenue, Suite 3100, New York, NY 10022. Anticipated commitment: $50,000,000. Harborstone is a private credit fund focused on technology and healthcare direct lending. Principal: Elena Vasquez, Partner, Direct Lending. Searched under full name and variations including "Harborstone Capital," "Harborstone Partners," and "HCP LLC."
19.  Pinnacle Ridge Credit Fund II LP — Delaware limited partnership; principal office: 200 Clarendon Street, 42nd Floor, Boston, MA 02116. Anticipated commitment: $40,000,000. Pinnacle Ridge is a middle-market direct lending platform. Principal: Andrew Kesselman, Managing Director. Searched under full name and variations including "Pinnacle Ridge Credit Fund," "Pinnacle Ridge Fund II," "PRCF II," and "Pinnacle Ridge."
Lender's Counsel:
20.  Broadwick & Thayer LLP — New York limited liability partnership; principal office: 51 West 52nd Street, 30th Floor, New York, NY 10019. Broadwick & Thayer has been retained by Brindoval National Bank, N.A. to serve as lender's counsel on the Facility. Searched under full name and variations including "Broadwick & Thayer," "Broadwick Thayer," and "B&T LLP."
21.  Catherine Hartwell — Partner, Finance & Lending, Broadwick & Thayer LLP. Expected lead partner on the lender's counsel side. Searched individually.
22.  James Okoro — Senior Associate, Broadwick & Thayer LLP. Expected to serve as the primary working-level attorney on the lender's counsel team. Searched individually.
Acquisition Counsel (Borrower Side):
23.  Alderton Paige LLP — Delaware limited liability partnership; principal office: 2000 K Street NW, Suite 1400, Washington, DC 20006. Alderton Paige has been retained by Solara to serve as acquisition counsel on the Meridian purchase agreement and related acquisition documentation. Lead partner: Richard Fontaine. Searched under full name and variations including "Alderton Paige," "AP LLP," and "Alderton Paige LLP."
Seller's / Target's Counsel:
24.  Kerrigan Ross & Associates LLP — New York limited liability partnership; principal office: 780 Third Avenue, 25th Floor, New York, NY 10017. Kerrigan Ross represents the selling shareholders and the target company in connection with the Acquisition. Lead partner: Danielle Musgrave. Searched under full name and variations including "Kerrigan Ross," "KR&A," and "Kerrigan Ross Associates."
Target's Auditor:
25.  Whitfield & Sable LLP — Illinois limited liability partnership; principal office: 311 South Wacker Drive, Suite 5500, Chicago, IL 60606. Whitfield & Sable serves as the independent auditor for Meridian Cloud Solutions Inc. and is expected to deliver a comfort letter or consent in connection with the financing. Lead engagement partner: Raymond Bautista. Searched under full name and variations including "Whitfield & Sable," "W&S LLP," and "Whitfield Sable."
Financial Advisor (Borrower Side):
26.  Velthorn Stanton Advisory LLC — Delaware limited liability company; principal office: 745 Fifth Avenue, 12th Floor, New York, NY 10151. Velthorn Stanton has been retained by Solara as its financial advisor in connection with the Acquisition and the Facility. Lead advisor: Benjamin Holt. Searched under full name and variations including "Velthorn Stanton," "GSA LLC," and "Velthorn Stanton Advisory."
Insurance:
27.  Northvane Insurance Group Inc. — Connecticut corporation; principal office: 200 Constitution Plaza, Hartford, CT 06103. Northvane is the anticipated carrier for representations and warranties ("R&W") insurance and directors and officers ("D&O") insurance policies to be procured in connection with the Acquisition. Searched under full name and variations including "Northvane Insurance," "Northvane Group," and "NIG Inc."
B. Databases and Systems Searched
The conflict search was conducted using the following systems and resources:
•  IntakaCheck — Calderwood & Harkness LLP's proprietary conflict management system, which maintains a comprehensive database of all current and former clients, adverse parties, related parties, co-counsel, and other interested parties across all active and closed matters firm-wide. IntakaCheck is updated in real time upon the opening and closing of all firm matters and upon the intake of all lateral attorney hires. The system was last audited for data integrity on January 31, 2026.
•  Lookback Period: The search was conducted across all active matters and all matters closed within the preceding five (5) years (i.e., matters closed on or after March 15, 2021). This lookback period conforms to the Firm's standard conflict search protocol and exceeds the minimum three-year lookback recommended by the Firm's General Counsel.
•  Search Parameters: The search encompassed all variations of entity names, including full legal names, short names, trade names, d/b/a names, acronyms, and commonly used abbreviations. For individual names, the search encompassed all variations of first names, last names, middle names or initials, and known aliases or prior names. Where EINs, state filing numbers, or other unique identifiers were available, these were used as supplementary search criteria to confirm entity identity and to distinguish between similarly named but unrelated entities.
•  Cross-Reference: Search results were cross-referenced against the Firm's current and former client roster, the Firm's adverse party index, the Firm's lateral hire conflict disclosures (for all lateral partners and associates who joined the Firm within the preceding three years), and the Firm's list of entities and individuals subject to standing engagement restrictions or ethical screens.
•  Manual Review: In addition to the automated IntakaCheck search, a manual review was conducted of all open matters in the Banking & Finance, Mergers & Acquisitions, Restructuring, and Litigation practice groups to identify any potential conflicts or relationships not captured by the automated system. This manual review was performed by the undersigned in consultation with practice group coordinators.
C. Date and Time of Search
•  Search initiated: March 15, 2026, 9:15 a.m. Eastern Time.
•  Search completed: March 15, 2026, 2:30 p.m. Eastern Time.
•  Total search duration: Approximately 5 hours, 15 minutes (including manual review and verification of identified hits against firm records).
The search results documented herein are current as of the date and time of completion noted above. Any changes in the composition of the transaction parties or the identification of additional parties subsequent to this date will require a supplemental conflict check.
III. Results of Conflict Search
Set forth below are the detailed results of the conflict search, organized by party. For each party, the results indicate whether any prior or current representations, adverse matters, or other relationships were identified, together with the Firm's assessment of whether any identified relationship gives rise to a disqualifying conflict of interest.
A. Solara Digital Infrastructure LP and Related Entities (Client Side)
Calderwood & Harkness has not previously represented Solara Digital Infrastructure LP, Solara Digital GP LLC, Solara Digital Infrastructure Fund IV LP, or any other Solara-affiliated entity in any capacity. The IntakaCheck search returned no results for any of these entities under any name variation. Similarly, no prior matters were identified involving any of the Solara principals or officers searched, including Viktor Strand, Nadia Okafor, Derek Raines, and Priya Vasudeva. None of these individuals have been identified as parties, witnesses, or interested persons in any current or recently closed Firm matter.
Solara Digital Acquisition Holdings LLC, the newly formed Borrower entity, has not yet been formally organized under Delaware law (the formation filing is pending with the Delaware Secretary of State). Given its status as a newly created special purpose vehicle, there is no history of prior representation or adverse matters. The IntakaCheck search confirmed no results for this entity.
Result: No conflicts identified. Solara Digital Infrastructure LP and its affiliated entities are new clients of the Firm. Standard new client intake procedures, including know-your-client and anti-money laundering screening, will be completed as part of the matter opening process.
B. Brindoval National Bank, N.A. (Adverse Party — Lender)
The IntakaCheck search identified two prior matters in which Calderwood & Harkness represented Brindoval National Bank, N.A., both of which are closed with no ongoing obligations:
Matter 2023-BF-02817 — Calderwood & Harkness represented Brindoval National Bank, N.A. in its capacity as administrative agent in a $350,000,000 syndicated revolving credit facility for Thornfield Industries Holdings LLC, a portfolio company of a private equity sponsor unrelated to Solara. The engagement encompassed the negotiation and documentation of the credit agreement and related loan documents on behalf of Brindoval in its agent capacity. The matter was opened on June 5, 2023, and closed on November 17, 2023, upon successful closing of the facility. The responsible partner on the matter was David Chen (Real Estate & Finance, C&H New York). No ongoing advisory, monitoring, or other obligations remain in connection with this matter. The Thornfield facility involved a revolving credit structure in the industrial manufacturing sector and bears no factual, legal, or commercial relationship to the proposed Solara term loan or the Meridian acquisition.
Matter 2024-RE-03156 — Calderwood & Harkness represented Brindoval National Bank, N.A. as lender in a $75,000,000 real estate construction loan for a mixed-use commercial development project in Northern Virginia. The engagement encompassed the negotiation and documentation of the construction loan agreement, deed of trust, and related security documents. The matter was opened on February 12, 2024, and closed on August 9, 2024, upon disbursement of the final construction draw and satisfaction of all closing conditions. The responsible partner on the matter was Jennifer Altman (Real Estate, C&H Washington, D.C.). No ongoing advisory, monitoring, or other obligations remain in connection with this matter. The real estate construction loan bears no factual, legal, or commercial relationship to the proposed Solara term loan or the Meridian acquisition.
In the proposed engagement, Calderwood & Harkness would represent the Borrower (Solara/Acquisition Sub) opposite Brindoval as lead arranger and administrative agent. This is an arm's-length commercial lending transaction in which Brindoval and Solara are counterparties to a negotiated financing, not adversaries in a litigation or dispute context. The negotiation of credit agreement terms, covenants, security packages, and related documentation between a borrower and its lender is a standard commercial interaction that is recognized under applicable professional conduct rules as qualitatively distinct from litigation adversity.
Analysis: The prior representations of Brindoval on the two identified matters do not create a current-client conflict under Rule 1.7 of the New York Rules of Professional Conduct, because Brindoval is not a current client of the Firm. Both identified matters are closed, and no ongoing obligations or attorney-client relationships exist between the Firm and Brindoval. The analysis therefore proceeds under Rule 1.9 (duties to former clients). Under 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. Here, the proposed Solara financing is not the same matter as, and is not substantially related to, either the Thornfield revolving credit facility or the Northern Virginia construction loan. The subject matter, the borrowers, the industries, the deal structures, and the collateral packages are entirely distinct. No confidential information obtained by the Firm during the prior Brindoval representations would be material or relevant to the negotiation of the Solara term loan. There is no basis upon which to conclude that the Firm possesses information relating to Brindoval's internal credit approval processes, pricing methodologies, or negotiation strategies that could be used to the disadvantage of Brindoval in the proposed transaction.
Result: No disqualifying conflict of interest. No formal consent from Brindoval is required under applicable professional conduct rules. However, as a matter of best practice and transparency, an informational disclosure to Solara regarding the Firm's prior representation of Brindoval on unrelated, closed matters is recommended and should be included in the engagement letter. This disclosure will enable Solara to make a fully informed decision regarding the Firm's engagement. See Section V.A below for further discussion.
C. Broadwick & Thayer LLP (Lender's Counsel)
Calderwood & Harkness has worked opposite Broadwick & Thayer LLP on numerous leveraged finance transactions over the past several years. This is a routine occurrence in the New York leveraged finance market, where a relatively small number of law firms regularly serve as borrower's counsel and lender's counsel on syndicated lending transactions. The relationship between Calderwood & Harkness and Broadwick & Thayer in such transactions is that of professional counterpart counsel engaged in arm's-length negotiations on behalf of their respective clients, and no adversarial, competitive, or conflicting relationship exists between the two firms.
The IntakaCheck search identified no matters in which Calderwood & Harkness and Broadwick & Thayer are currently adversaries in litigation, arbitration, dispute resolution, or any other contentious proceeding. Catherine Hartwell and James Okoro, the Broadwick & Thayer attorneys expected to staff the Brindoval side of the Facility, have appeared as counterpart counsel on at least three prior C&H transactions (identified through manual review of Banking & Finance practice group records), all of which proceeded without incident or any professional conduct concerns.
Result: No conflict. Standard counterparty counsel relationship. No further action required.
D. Meridian Cloud Solutions Inc. (Acquisition Target)
Calderwood & Harkness has not previously represented Meridian Cloud Solutions Inc. in any capacity. The IntakaCheck search returned no results for Meridian under any name variation, including "Meridian Cloud," "MCS," "Meridian Solutions," and "Meridian Cloud Solutions." Similarly, no prior matters were identified involving any of the Meridian officers searched, including Jason Tremblay, Margaret "Maggie" Cho (searched under both "Margaret Cho" and "Maggie Cho"), and Rohan Deshpande. None of these individuals have been identified as parties, witnesses, or interested persons in any current or recently closed Firm matter.
No prior adverse matters involving Meridian or its officers were identified. The Firm has not, to its knowledge, been engaged by any party in connection with any litigation, regulatory investigation, or dispute involving Meridian.
Result: No conflicts identified. No further action required.
E. Ashford Ventures Partners LLC (Selling Shareholder)
Calderwood & Harkness has not previously represented Ashford Ventures Partners LLC or Grant Ashworth in any capacity. The IntakaCheck search returned no results for Ashford Ventures Partners LLC under any name variation, including "Ashford Ventures," "AVP LLC," and "Ashford Ventures Partners."
The search did return one result for an entity with a similar name: Ashford Capital Group LP, which appeared as a client in a closed matter from 2022 (Matter 2022-PE-01843, representation in connection with a fund formation). Upon further investigation, including review of the matter file and consultation with the responsible partner (Sarah Liu, Private Equity, C&H New York), it was confirmed that Ashford Capital Group LP is an entirely unrelated entity with no common ownership, management, affiliation, or other connection to Ashford Ventures Partners LLC. Ashford Capital Group LP is a real estate private equity fund based in Chicago, Illinois, managed by different principals. Grant Ashworth has no affiliation with Ashford Capital Group LP. The similarity in names is coincidental.
Result: No conflicts identified. The Ashford Capital Group LP result was a false positive and has been documented as such in the IntakaCheck search log. No further action required.
F. Harborstone Capital Partners LLC and Pinnacle Ridge Credit Fund II LP (Anticipated Co-Lenders)
Harborstone Capital Partners LLC: Calderwood & Harkness has not previously represented Harborstone Capital Partners LLC or Elena Vasquez in any capacity. The IntakaCheck search returned no results for Harborstone under any name variation. No prior adverse matters involving Harborstone were identified.
Pinnacle Ridge Credit Fund II LP: The IntakaCheck search identified one prior matter in which Calderwood & Harkness represented Pinnacle Ridge Credit Fund II LP:
Matter 2024-BF-03502 — Calderwood & Harkness represented Pinnacle Ridge Credit Fund II LP as a lender participant in a $125,000,000 first-lien term loan to Vertex Applied Sciences LLC, an unrelated borrower in the healthcare technology sector. The engagement was limited in scope to reviewing and advising Pinnacle Ridge on the credit agreement, assignment and assumption documentation, and lender joinder documentation in connection with Pinnacle Ridge's participation in the syndicated facility. The matter was opened on September 3, 2024, and closed on February 21, 2025, following completion of the syndication process. The responsible partner on the matter was Robert Castellano (Banking & Finance, C&H New York). No ongoing advisory, monitoring, or other obligations remain in connection with this matter. The Vertex Applied Sciences facility bears no factual, legal, or commercial relationship to the proposed Solara term loan or the Meridian acquisition.
In the proposed engagement, Pinnacle Ridge is an anticipated co-lender in the syndication of the Facility. Pinnacle Ridge is not a direct negotiating counterparty to Solara; rather, Brindoval National Bank, N.A., as lead arranger and administrative agent, is the entity with which the Borrower will negotiate the terms of the credit agreement. Pinnacle Ridge's participation in the syndication will be governed by the terms of the credit agreement as negotiated between the Borrower and Brindoval. Pinnacle Ridge's interests as a syndication participant are fundamentally aligned with Brindoval's interests as lead arranger — both entities share the common objective of structuring a creditworthy facility with appropriate covenants, collateral, and credit protections. Pinnacle Ridge is not in a position of direct adversity to the Borrower in the same manner as the arranging bank.
Analysis: The prior representation of Pinnacle Ridge on Matter 2024-BF-03502 does not create a disqualifying conflict under Rule 1.9 of the New York Rules of Professional Conduct. Pinnacle Ridge is a former client of the Firm on a closed matter. The proposed Solara financing is not the same matter as, and is not substantially related to, the Vertex Applied Sciences syndication. The subject matter, the borrowers, the industries, the deal structures, and the collateral packages are entirely distinct. No confidential information obtained by the Firm during the Pinnacle Ridge representation would be material or relevant to the negotiation of the Solara term loan. Moreover, the degree of adversity between a borrower and a co-lender in a syndicated lending transaction is attenuated relative to the adversity between a borrower and the lead arranger, given that the co-lender does not typically participate directly in the negotiation of credit agreement terms but rather accepts or declines participation based on the terms as arranged.
Result: No disqualifying conflict of interest. No formal consent from Pinnacle Ridge is required under applicable professional conduct rules. However, as a matter of best practice and transparency, an informational disclosure to Solara regarding the Firm's prior representation of Pinnacle Ridge on an unrelated, closed matter is recommended and should be included in the engagement letter. See Section V.B below for further discussion.
G. Kerrigan Ross & Associates LLP (Seller's / Target's Counsel)
Calderwood & Harkness has worked opposite Kerrigan Ross & Associates LLP on prior M&A transactions. This is a routine counterparty relationship in the New York M&A market. The IntakaCheck search identified no matters in which Calderwood & Harkness and Kerrigan Ross are currently adversaries in litigation, arbitration, or dispute proceedings. The relationship between the firms is professional and unremarkable. Danielle Musgrave, the expected lead partner at Kerrigan Ross, has appeared as counterpart counsel on at least two prior C&H transactions without incident.
It should be noted that in the proposed engagement, Calderwood & Harkness's role is limited to borrower-side representation on the financing and does not encompass the acquisition agreement negotiations, which are being handled by Alderton Paige LLP. Accordingly, the Firm's direct interaction with Kerrigan Ross in connection with this transaction is expected to be limited to the extent that financing-related provisions intersect with acquisition agreement terms (e.g., certain funds provisions, conditions precedent, and representations and warranties).
Result: No conflict. Standard counterparty counsel relationship. No further action required.
H. Alderton Paige LLP (Co-Counsel to Solara on Acquisition)
Calderwood & Harkness will be coordinating with Alderton Paige LLP, and specifically with Richard Fontaine, Alderton Paige's lead partner on the Acquisition, in connection with the financing workstream. Alderton Paige serves as Solara's acquisition counsel and is handling the negotiation and documentation of the equity purchase agreement and all related acquisition documentation. Calderwood & Harkness's borrower-side financing work will need to be closely coordinated with Alderton Paige's acquisition work, particularly with respect to the interplay between the credit agreement's conditions precedent and the purchase agreement's closing conditions, the "certain funds" or "SunGard" provisions (if any), the treatment of acquisition-related representations and warranties in the credit agreement, and the structure of the security and collateral package as it relates to the acquired assets.
The IntakaCheck search identified no adverse relationships between Calderwood & Harkness and Alderton Paige. The Firm has worked alongside Alderton Paige in a co-counsel capacity on at least two prior transactions (identified through manual review of Banking & Finance and M&A practice group records), both of which proceeded smoothly and without any professional conduct concerns. The co-counsel relationship is well-established and functional.
Result: No conflict. Co-counsel alignment confirmed. No further action required.
I. Whitfield & Sable LLP (Target's Auditor)
Calderwood & Harkness has not previously represented Whitfield & Sable LLP or Raymond Bautista in any capacity. The IntakaCheck search returned no results for Whitfield & Sable under any name variation. No prior matters were identified involving Whitfield & Sable as a client, adverse party, or interested party in any Firm matter.
Result: No conflicts identified. No further action required.
J. Velthorn Stanton Advisory LLC (Financial Advisor to Solara)
Calderwood & Harkness has not previously represented Velthorn Stanton Advisory LLC or Benjamin Holt in any capacity. The IntakaCheck search returned no results for Velthorn Stanton under any name variation. No prior matters were identified involving Velthorn Stanton as a client, adverse party, or interested party in any Firm matter.
Result: No conflicts identified. No further action required.
K. Northvane Insurance Group Inc. (R&W / D&O Insurance Carrier)
Calderwood & Harkness has not previously represented Northvane Insurance Group Inc. in any capacity. The IntakaCheck search returned no results for Northvane under any name variation. No prior matters were identified involving Northvane as a client, adverse party, or interested party in any Firm matter.
Result: No conflicts identified. No further action required.
IV. Transaction Overview for Context
The following brief description of the proposed transaction is provided for context in evaluating the conflict analysis set forth herein. This summary is based on information provided to the Firm by Priya Vasudeva, General Counsel of Solara, during the initial intake call on March 14, 2026, supplemented by a review of the preliminary term sheet dated March 8, 2026, provided by Brindoval National Bank.
Solara Digital Infrastructure LP, through its current investing vehicle, Solara Digital Infrastructure Fund IV LP (approximately $1.65 billion in committed capital, of which approximately $740 million has been deployed as of March 2026; Solara total assets under management across all fund vintages: approximately $4.8 billion), is acquiring 100% of the outstanding equity of Meridian Cloud Solutions Inc. for an aggregate enterprise value of approximately $315,000,000. Based on Meridian's last-twelve-months ("LTM") Adjusted EBITDA of approximately $18.7 million, the implied acquisition multiple is approximately 16.84x LTM Adjusted EBITDA. Meridian is a provider of enterprise cloud management, workload optimization, and hybrid infrastructure orchestration solutions, serving a customer base of approximately 350 enterprise clients across the financial services, healthcare, and technology sectors.
The Acquisition will be structured as a stock purchase, with Solara Digital Acquisition Holdings LLC (the newly formed Borrower/Acquisition Sub) acquiring 100% of the outstanding shares of Meridian common stock from the selling shareholders. The principal selling shareholders are:
•  Ashford Ventures Partners LLC — approximately 52% of outstanding equity
•  Jason Tremblay (Founder & CEO) — approximately 28% of outstanding equity
•  Management and employee shareholders — approximately 20% of outstanding equity
The Acquisition will be financed through a combination of debt and equity as follows:
The equity contribution from Fund IV of $130,000,000 represents approximately 41.3% of the enterprise value, reflecting a leverage ratio consistent with middle-market technology acquisition financings.
Calderwood & Harkness's role in the transaction is limited to borrower-side representation on the financing, encompassing the negotiation, documentation, and closing of the $200,000,000 Senior Secured Term Loan Facility. This includes, without limitation, the credit agreement, security agreement, pledge agreement, guaranty agreement, intellectual property security agreement, perfection certificates, officer's certificates, borrower's counsel legal opinion, and all ancillary closing documentation. Alderton Paige LLP is separately handling the acquisition agreement and all related acquisition documentation on behalf of Solara.
Brindoval National Bank, N.A. intends to syndicate the Term Loan Facility following the commitment date. Based on the preliminary term sheet and conversations with Solara's financial advisor (Velthorn Stanton Advisory), the anticipated syndication structure is as follows:
•  Brindoval National Bank, N.A. — targeted hold position of approximately $75,000,000
•  Harborstone Capital Partners LLC — anticipated commitment of approximately $50,000,000
•  Pinnacle Ridge Credit Fund II LP — anticipated commitment of approximately $40,000,000
•  Remaining $35,000,000 — to be allocated among additional syndication participants to be identified during the syndication process
The identity of the additional syndication participants is not yet known. As discussed in Section V.C below, supplemental conflict checks should be conducted as additional participants are identified.
V. Analysis of Potential Issues Requiring Disclosure
While no disqualifying conflicts of interest were identified in the conflict search, two relationships were identified that, in the judgment of the undersigned, warrant informational disclosure to the proposed client as a matter of best practice and transparency. In addition, certain ongoing monitoring obligations should be noted.
A. Prior Representation of Brindoval National Bank, N.A.
As set forth in Section III.B above, Calderwood & Harkness represented Brindoval National Bank, N.A. on two prior matters — Matter 2023-BF-02817 (the Thornfield revolving credit facility, closed November 2023) and Matter 2024-RE-03156 (the Northern Virginia construction loan, closed August 2024). Both matters are closed, and no ongoing attorney-client relationship or continuing obligations exist between the Firm and Brindoval.
The undersigned has confirmed, through review of the matter files and consultation with the responsible partners on each prior matter (David Chen and Jennifer Altman, respectively), that no confidential information obtained by the Firm in connection with either prior representation is material or relevant to the proposed Solara Term Loan Facility. The prior matters involved different borrowers, different industries, different deal structures, different collateral packages, and different Brindoval deal teams. While the Firm necessarily gained some general familiarity with Brindoval's documentation preferences and internal processes in the course of the prior representations, such general familiarity does not constitute the type of confidential information that would trigger duties under Rule 1.9 or create a basis for disqualification.
Nevertheless, the fact that the Firm previously represented the entity that will serve as the lead arranger and administrative agent on the proposed Facility is a relationship that should, as a matter of good practice and client service, be disclosed to Solara. This disclosure will enable Solara to make a fully informed decision regarding the Firm's engagement and will demonstrate the Firm's commitment to transparency in its professional relationships.
Recommendation: Include an informational disclosure in the engagement letter (to be dated March 16, 2026) advising Solara of the Firm's prior representation of Brindoval on two unrelated, closed matters. The disclosure should confirm that no confidential information from those engagements is relevant to the proposed financing and that no formal consent from Brindoval is required. The disclosure should further confirm that the Firm's representation of Solara will be conducted with full loyalty, diligence, and undivided attention to Solara's interests, without regard to the Firm's prior relationship with Brindoval.
B. Prior Representation of Pinnacle Ridge Credit Fund II LP
As set forth in Section III.F above, Calderwood & Harkness represented Pinnacle Ridge Credit Fund II LP on one prior matter — Matter 2024-BF-03502 (the Vertex Applied Sciences syndication, closed February 2025). The matter is closed, and no ongoing attorney-client relationship or continuing obligations exist between the Firm and Pinnacle Ridge.
The undersigned has confirmed, through review of the matter file and consultation with the responsible partner (Robert Castellano), that no confidential information obtained by the Firm in connection with the prior representation is material or relevant to the proposed Solara Term Loan Facility. The prior matter involved a different borrower, a different industry, a different deal structure, and a different collateral package. The Firm's representation of Pinnacle Ridge in that matter was limited to reviewing and advising on syndication participation documentation, and no information regarding Pinnacle Ridge's internal investment criteria, credit approval processes, or portfolio strategy that would be relevant to the proposed Facility was obtained.
Pinnacle Ridge's role in the proposed transaction is that of an anticipated syndication participant — a co-lender that will participate in the Facility on terms negotiated between the Borrower and Brindoval. Pinnacle Ridge is not a direct negotiating counterparty to Solara and is not expected to have a role in the negotiation of credit agreement terms. The degree of adversity between the Borrower and Pinnacle Ridge is accordingly minimal.
Recommendation: Include an informational disclosure in the engagement letter advising Solara of the Firm's prior representation of Pinnacle Ridge on an unrelated, closed matter. The disclosure should confirm that no confidential information from that engagement is relevant to the proposed financing, that Pinnacle Ridge's role in the transaction is that of a syndication participant rather than a negotiating counterparty, and that no formal consent from Pinnacle Ridge is required.
C. Ongoing Monitoring
The proposed Facility contemplates a post-commitment syndication in which additional lender participants beyond Harborstone and Pinnacle Ridge may be invited to join the lending group. As of the date of this memorandum, the identity of such additional participants is not yet known. Brindoval has indicated that the remaining $35,000,000 of the Facility (beyond the targeted Brindoval hold of $75,000,000 and the anticipated Harborstone and Pinnacle Ridge commitments of $50,000,000 and $40,000,000, respectively) will be allocated to one or more additional institutional lenders to be identified during the syndication process.
As additional syndication participants are identified, supplemental conflict checks must be conducted with respect to each such participant, including the entity itself and its relevant principals, to ensure that no disqualifying conflicts arise. The working team should coordinate with Thomas Wilder at Brindoval and with Solara's financial advisor (Velthorn Stanton / Benjamin Holt) to obtain the identities of prospective syndication participants as early as practicable.
In addition, the conflict system should be updated with the new matter upon opening. The matter should be entered into IntakaCheck under matter number 1041-00002, client number CL-081273, with all parties identified in Section II.A above listed as relevant parties (clients, adverse parties, co-counsel, and other interested parties, as appropriate). The matter entry should include a note regarding the informational disclosures to Solara concerning the prior Brindoval and Pinnacle Ridge representations, as well as a reminder regarding the need for supplemental conflict checks upon identification of additional syndication participants.
Finally, if the transaction structure changes materially — for example, if additional financing tranches are added, if the identity of the administrative agent changes, or if new parties are introduced to the transaction — a fresh conflict assessment should be conducted at that time.
VI. Conclusion and Recommendation
Based on the comprehensive conflict search and analysis documented in this memorandum, no disqualifying conflicts of interest have been identified with respect to the proposed representation of Solara Digital Infrastructure LP and Solara Digital Acquisition Holdings LLC by Calderwood & Harkness LLP in connection with the $200,000,000 Senior Secured Term Loan Facility for the acquisition of Meridian Cloud Solutions Inc.
The two prior relationships identified — the Firm's former representation of Brindoval National Bank, N.A. on two closed, unrelated matters, and the Firm's former representation of Pinnacle Ridge Credit Fund II LP on one closed, unrelated matter — do not give rise to conflicts under Rules 1.7 or 1.9 of the New York Rules of Professional Conduct and do not require the consent of any party. No confidential information from those prior representations is material or relevant to the proposed transaction.
The engagement may proceed, subject to the following conditions and action items:
1.  Informational Disclosure to Solara. The engagement letter, to be dated March 16, 2026, and addressed to Priya Vasudeva, General Counsel, Solara Digital Infrastructure LP, should include informational disclosures regarding the Firm's prior representations of Brindoval National Bank, N.A. (Matters 2023-BF-02817 and 2024-RE-03156) and Pinnacle Ridge Credit Fund II LP (Matter 2024-BF-03502). The disclosures should confirm that both prior relationships involved unrelated, closed matters, that no confidential information from those engagements is relevant to the proposed financing, and that no formal consent is required from either Brindoval or Pinnacle Ridge. Draft language for the engagement letter disclosures will be provided to the responsible partner under separate cover.
2.  Supplemental Conflict Checks. As additional syndication participants or other transaction parties are identified, supplemental conflict checks should be promptly conducted and documented. The working team should establish a protocol with Brindoval and Velthorn Stanton to receive early notice of prospective lender participants.
3.  Matter Entry. Upon approval of this memorandum and execution of the engagement letter, the matter should be formally opened in the Firm's systems under matter number 1041-00002, client number CL-081273, and entered into IntakaCheck with all parties and relevant notes as described in Section V.C above.
Subject to the foregoing, this matter is cleared from a conflicts perspective, and the Banking & Finance practice group may proceed with the engagement.
VII. Signature and Review
Prepared by:
________________________________________
Marcus Leung Working Associate, Banking & Finance Calderwood & Harkness LLP
Date: March 15, 2026
Reviewed and Approved by:
________________________________________
Philip Hartmann Responsible Partner, Banking & Finance Calderwood & Harkness LLP
Date: March 15, 2026
Distribution: Internal only — Philip Hartmann (Responsible Partner), Claudia Merritt (Billing Partner), Firm General Counsel's Office (conflict records). This memorandum is not to be distributed to any person outside the Firm.
CONFIDENTIALITY NOTICE: This memorandum is privileged and confidential, prepared for internal use only in connection with Calderwood & Harkness LLP's professional responsibility obligations under applicable rules of professional conduct. This memorandum constitutes attorney work product and is protected from disclosure by the attorney work product doctrine, the attorney-client privilege, and all other applicable privileges and protections. This memorandum is not to be distributed, disclosed, or made available to any person or entity outside the Firm, including the proposed client, adverse parties, or any third party, without the prior written approval of the Firm's General Counsel. Any unauthorized disclosure of this memorandum may result in a waiver of applicable privileges and protections.
To: | Philip Hartmann, Responsible Partner, Banking & Finance
From: | Marcus Leung, Working Associate, Banking & Finance
Date: | March 15, 2026
Re: | Conflict Clearance — Representation of Solara Digital Infrastructure LP in connection with $200,000,000 Senior Secured Term Loan Facility for Acquisition of Meridian Cloud Solutions Inc.
Matter Number: | 1041-00002 (pending opening)
Client Number: | CL-081273 (Solara Digital Infrastructure LP)
Sources | Amount | % of Total
Senior Secured Term Loan (Brindoval) | $200,000,000 | 60.6%
Equity Contribution (Fund IV) | $130,000,000 | 39.4%
Total Sources | $330,000,000 | 100.0%
Uses | Amount | % of Total
Purchase Price (Enterprise Value) | $315,000,000 | 95.5%
Estimated Transaction Fees & Expenses | $12,000,000 | 3.6%
Cash to Balance Sheet | $3,000,000 | 0.9%
Total Uses | $330,000,000 | 100.0%

CALDERWOOD & HARKNESS LLP

INTERNAL MEMORANDUM

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