PRIVILEGED & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 44th Floor New York, New York 10006
Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
March 16, 2026
VIA EMAIL AND OVERNIGHT COURIER
Solara Digital Infrastructure LP
Attn: Priya Vasudeva, Esq., General Counsel
1700 Market Street, Suite 2400 Wilmington, Delaware 19801
Re: Engagement of Calderwood & Harkness LLP — $200,000,000 Senior Secured Term Loan Facility in connection with the acquisition of Meridian Cloud Solutions Inc.
Matter Number: 1041-00002 Client Number: CL-081273
Dear Ms. Vasudeva:
We are pleased to set forth the terms and conditions upon which Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," "we," or "us") has been engaged to represent Solara Digital Infrastructure LP and Solara Digital Acquisition Holdings LLC in connection with the financing transaction described below. This engagement letter (this "Letter") is intended to memorialize the understanding between the Firm and the Clients (as defined below) regarding the scope of our representation, the fee arrangements applicable thereto, and certain other matters related to our engagement. We ask that you review this Letter carefully and contact us with any questions before signing.
1. Engagement and Scope of Representation
Calderwood & Harkness LLP is pleased to confirm its engagement by Solara Digital Infrastructure LP, a Delaware limited partnership ("Solara" or "SDILP"), and Solara Digital Acquisition Holdings LLC, a Delaware limited liability company ("Acquisition Sub" and, together with Solara, the "Clients"), to act as outside legal counsel to the Clients in connection with the negotiation, documentation, and closing of a $200,000,000 Senior Secured Term Loan Facility (the "Facility") to be provided by Brindoval National Bank, N.A. ("Brindoval"), acting in its capacities as Lead Arranger, Sole Bookrunner, and Administrative Agent.
The Facility will be used to partially finance the Clients' acquisition of one hundred percent (100%) of the outstanding equity interests of Meridian Cloud Solutions Inc., a Delaware corporation ("Meridian" or the "Target"), at an enterprise value of $315,000,000 (the "Acquisition"). We understand that the balance of the Acquisition consideration will be funded through a combination of equity contributions from Solara's existing fund vehicles and subordinated seller financing, the documentation of which is not within the scope of this engagement.
In furtherance of the foregoing, our services in connection with this engagement will include the following:
(a) Term Sheet. Review, negotiation, and markup of the term sheet for the Facility, including analysis of key economic and structural terms and conditions, and preparation of a summary of material terms for the Clients' review and approval.
(b) Commitment Letter and Fee Letter. Review, negotiation, and markup of the commitment letter and related fee letter to be issued by Brindoval in connection with the Facility, including analysis of conditionality provisions, market flex provisions, and documentation principles contained therein.
(c) Definitive Credit Documentation. Negotiation and documentation of the definitive credit agreement and all ancillary loan documents relating to the Facility, including, without limitation, security agreements, pledge agreements, guaranty agreements, and intercreditor agreements or arrangements, if any, required in connection with the Facility.
(d) UCC Filings and Collateral Matters. Preparation and review of UCC-1 financing statements and any amendments thereto, as well as related collateral filings, necessary to perfect the security interests granted in connection with the Facility.
(e) Organizational and Closing Documents. Preparation and review of organizational documents, board or manager resolutions, partner or member consents, officer's certificates, secretary's certificates, incumbency certificates, and similar closing deliverables for the Borrower, Acquisition Sub, and any Guarantors in connection with the closing of the Facility.
(f) Lien Searches and Perfection. Review of lien search results (including UCC, tax lien, judgment lien, and litigation search results) obtained from third-party search providers, and coordination regarding the perfection of security interests in the collateral securing the Facility across all applicable jurisdictions.
(g) Coordination with Acquisition Counsel. Coordination with Alderton Paige LLP, the Clients' acquisition counsel, regarding the financing provisions of the purchase agreement for the Acquisition, including the alignment of commitment letter conditionality with the closing conditions set forth in the purchase agreement, the "SunEdison" provisions, and any financing cooperation covenants.
(h) Legal Opinions. Preparation of borrower's counsel legal opinions as required to be delivered at closing of the Facility, including opinions as to enforceability, due authorization, no conflicts, and such other matters as may be customarily required by the Administrative Agent and the Lenders.
(i) Coordination with Lender's Counsel. Coordination with Broadwick & Thayer LLP, counsel to Brindoval, on all aspects of the Facility documentation, closing logistics, and the satisfaction of conditions precedent to funding.
(j) Syndication Assistance. Assistance with syndication-related documentation as reasonably requested by the Clients, including review and negotiation of lender-side non-disclosure agreements, review of the confidential information memorandum prepared by Brindoval or its agents, and advice regarding the Clients' obligations in connection with the syndication process.
(k) General Advice. General advice regarding the Facility and related financing matters as reasonably requested by the Clients from time to time through and including the closing of the Facility.
Scope Exclusions. For the avoidance of doubt, this engagement does not cover, and Calderwood & Harkness shall have no responsibility for, representation in connection with the following:
(i) the Acquisition itself, including the negotiation and documentation of the purchase agreement, ancillary acquisition documents, and pre-closing and post-closing covenants thereunder, all of which are being handled by Alderton Paige LLP;
(ii) tax advice of any kind, including advice regarding the tax structure of the Acquisition, the Facility, or the Clients' investment vehicles;
(iii) regulatory filings, including Hart-Scott-Rodino Act filings, CFIUS filings, or any state or federal regulatory approvals required in connection with the Acquisition;
(iv) intellectual property prosecution, registration, or related counseling;
(v) insurance procurement, including the placement of representation and warranty insurance being placed with Northvane Insurance Group Inc. or directors' and officers' liability insurance;
(vi) post-closing amendments, consents, or waivers under the credit agreement or any ancillary loan documents;
(vii) workout, restructuring, or enforcement matters arising under or in connection with the Facility; and
(viii) any litigation, dispute resolution, arbitration, or similar proceedings.
If the Clients desire assistance with any matter outside the scope of this engagement, we would be happy to discuss the terms of a separate engagement for such services.
2. Staffing
Calderwood & Harkness has assembled a team of attorneys with deep experience in leveraged acquisition finance transactions to staff this engagement. The key members of the engagement team are as follows:
Philip Hartmann, Partner — Mr. Hartmann will serve as the Responsible Partner for this engagement and will provide overall supervision of the engagement team and serve as the primary client relationship partner. Mr. Hartmann has more than twenty-five years of experience representing sponsors, borrowers, and lenders in acquisition finance and leveraged lending transactions.
Claudia Merritt, Partner — Ms. Merritt will serve as the Billing Partner for this engagement, with responsibility for billing oversight, fee arrangement administration, and the preparation and review of all invoices rendered in connection with this engagement. Ms. Merritt is also an experienced finance practitioner and will be available to provide substantive guidance on documentation matters as needed.
Lisa Morrow, Associate — Ms. Morrow will serve as the Lead Associate for this engagement and will be responsible for the day-to-day management of the negotiation, drafting, and review of all Facility documentation. Ms. Morrow will serve as the primary point of contact for Alderton Paige LLP and Broadwick & Thayer LLP on documentation and closing matters.
Marcus Leung, Associate — Mr. Leung will serve as a Working Associate on this engagement, supporting research, due diligence review, UCC filing preparation, lien search review, and drafting of ancillary documents and closing deliverables.
Additional attorneys, paralegals, or other professional staff may be assigned to this engagement as necessary to ensure that the matter is handled efficiently and in a timely manner. The Firm will provide the Clients with prior notice of any material changes to the engagement team. At all times, the Firm will endeavor to maintain staffing efficiency consistent with the voluntary billing cap described in Section 4 below and will avoid unnecessary duplication of effort among timekeepers.
3. Fee Arrangement and Billing Rates
Our fees for this engagement will be based on the time actually devoted to the matter by the attorneys and other timekeepers assigned to it, at the standard hourly billing rates in effect for each such timekeeper. The standard hourly billing rates for the members of the engagement team for the calendar year 2026 are as follows:
The foregoing rates are the Firm's standard rates for the individuals listed and are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. In the event of any rate adjustment during the term of this engagement, the Firm will communicate such changes to the Clients in advance of their effective date. Given the anticipated timeline for the Facility (with a targeted closing date of June 30, 2026), we do not expect any rate adjustment to take effect during the course of this engagement.
The Firm's rates for paralegals, legal assistants, and other timekeepers who may perform services in connection with this engagement will be at the Firm's standard rates in effect from time to time. Current paralegal rates range from $375 to $495 per hour, depending on seniority and experience. Paralegal time will be billed separately from attorney time and will be included in the calculation of fees for purposes of the Billing Cap described below.
4. Voluntary Billing Cap
In recognition of the Clients' expectations regarding the overall cost of this engagement and the Firm's desire to establish a productive, long-term relationship with the Clients, Calderwood & Harkness agrees to a voluntary billing cap of Six Hundred Twenty-Five Thousand Dollars ($625,000) (the "Billing Cap") for all professional fees (including partner, associate, and paralegal time) for services rendered within the scope described in Section 1 above, through and including the execution and closing of the Facility, which is currently targeted for June 30, 2026.
The following terms and conditions apply to the Billing Cap:
(a) Exclusion of Disbursements. The Billing Cap is exclusive of disbursements and third-party costs, which are described separately in Section 5 below and are not subject to the cap.
(b) Scope Limitation. The Billing Cap applies only to services rendered within the scope of engagement described in Section 1 above and does not apply to any of the following categories of services, each of which, if requested and agreed upon, would be subject to a separate fee arrangement:
(i) post-closing amendments, consents, or waivers under the credit agreement or any ancillary loan documents;
(ii) workout, restructuring, or enforcement matters arising under or in connection with the Facility;
(iii) any expansion of scope beyond the Facility documentation as described herein, including, by way of example, the negotiation and documentation of a revolving credit facility if such facility is added to the Facility structure;
(iv) litigation, arbitration, dispute resolution, or similar proceedings; and
(v) any other services not described in Section 1.
(c) Notification and Good Faith Discussion. If actual fees incurred reach the Billing Cap prior to the closing of the Facility, the Firm will promptly notify the Clients in writing, and the parties will discuss in good faith any adjustment to the Billing Cap or the scope of the engagement as may be appropriate under the circumstances.
(d) Ceiling, Not Minimum. The Billing Cap represents a ceiling on professional fees, not a minimum fee or a flat fee. The Firm will bill the Clients for actual time expended at the rates set forth in Section 3 above, up to the Billing Cap. The Clients will not be obligated to pay fees in excess of the Billing Cap for in-scope services unless an adjustment is agreed upon in accordance with clause (c) above.
5. Disbursements and Third-Party Costs
In addition to professional fees, the Clients will be responsible for the reimbursement of disbursements and out-of-pocket expenses reasonably incurred by the Firm in connection with this engagement. Based on our experience with transactions of similar size and complexity, we estimate that total disbursements for this engagement will be approximately $15,000, although the actual amount may vary depending on the specific requirements of the transaction.
Disbursements include, but are not limited to, the following:
• UCC filing fees and UCC search costs;
• Good standing certificate fees and certified document fees from applicable Secretaries of State;
• Lien and judgment search costs;
• Courier, delivery, and overnight shipping charges;
• Travel expenses, if any (including transportation, lodging, and meals incurred in connection with in-person closings or meetings at the Clients' request);
• Document reproduction and printing costs;
• Long-distance telephone and teleconference charges; and
• Filing fees and recording fees, if applicable.
All disbursements will be billed at cost and are not subject to the Billing Cap described in Section 4 above.
The Clients will also be responsible for third-party costs incurred at the Clients' request or with the Clients' prior approval. By way of example, if local counsel is required in any jurisdiction for the purpose of rendering local law opinions or filing collateral documents, the fees and disbursements of such local counsel will be the responsibility of the Clients. The Firm will consult with the Clients before engaging any local counsel or other third-party service providers on the Clients' behalf and will obtain the Clients' prior approval for any such engagement.
6. Advance Retainer
The Clients agree to provide an advance retainer in the amount of Seventy-Five Thousand Dollars ($75,000) (the "Retainer") upon execution and return of this Letter. The Retainer should be made payable to "Calderwood & Harkness LLP Attorney Trust Account" and delivered together with the signed copy of this Letter.
The Retainer will be held in the Firm's client trust account (IOLTA) in accordance with applicable rules of professional conduct and will be applied against the final invoices rendered in connection with this engagement. The Firm will not draw against the Retainer until the final stages of the engagement, and the Clients will receive monthly invoices for fees and disbursements in the ordinary course as described in Section 7 below.
To the extent the Retainer exceeds the final amounts owed to the Firm upon conclusion of this engagement, the balance will be promptly refunded to the Clients within fifteen (15) business days following the conclusion of the engagement or the closing of the Facility, whichever occurs first.
The Retainer is not a flat fee and does not limit the Clients' obligation to pay fees and disbursements incurred as described herein, subject in all cases to the Billing Cap set forth in Section 4 above with respect to professional fees for in-scope services.
7. Billing and Payment Terms
Calderwood & Harkness will render monthly invoices for professional fees and disbursements incurred during the preceding calendar month. Invoices will typically be issued within fifteen (15) business days following the close of each calendar month.
All invoices are due and payable within thirty (30) days of the invoice date (net 30). Payment should be made by wire transfer to the Firm's operating account, the details of which will be provided on each invoice. If payment by check is preferred, checks should be made payable to "Calderwood & Harkness LLP" and mailed to the Firm's address set forth above.
Each invoice will include reasonably detailed descriptions of the services rendered during the applicable billing period, including identification of each timekeeper, the number of hours worked by each timekeeper, the applicable hourly rate, and a narrative description of the work performed. The Firm will use reasonable efforts to provide task-based or phase-based billing codes where requested by the Clients.
The Firm acknowledges that the Clients maintain Outside Counsel Guidelines that govern the terms and conditions applicable to outside counsel engagements. The Firm has reviewed the Clients' Outside Counsel Guidelines, and the Firm's acknowledgment and agreement to comply with such guidelines is being provided separately by letter of even date herewith. In the event of any conflict between the terms of this Letter and the Clients' Outside Counsel Guidelines, the terms of this Letter shall control.
All inquiries regarding invoices, billing matters, or the Firm's compliance with the Clients' Outside Counsel Guidelines should be directed to Claudia Merritt, Billing Partner, at (212) 554-7128 or cmerritt@calderwoodharkness.com.
8. Client Identification and Matter Reference
For the Firm's internal records and to ensure the efficient administration of this engagement, the following client and matter identification information will apply:
Client: Solara Digital Infrastructure LP Client Number: CL-081273
Additional Client Party: Solara Digital Acquisition Holdings LLC
Matter Number: 1041-00002 Matter Description: Representation of Borrower and Sponsor — $200,000,000 Senior Secured Term Loan Facility — Acquisition of Meridian Cloud Solutions Inc.
All correspondence, invoices, communications, and deliverables related to this engagement should reference the matter number set forth above. We respectfully request that the Clients include the matter number in all communications directed to the Firm in connection with this engagement to facilitate prompt and accurate routing.
9. Conflict of Interest Disclosure and Waiver
Calderwood & Harkness has conducted a comprehensive conflicts check in connection with this engagement, which was completed on March 15, 2026. The conflicts check covered the Clients, Meridian, Brindoval, and the other principal parties known to be involved in the Facility and the Acquisition.
Based on the results of the conflicts check, the Firm confirms that it does not currently represent any party in any matter that is adverse to the Clients in connection with the Facility or the Acquisition.
Disclosure. The Firm wishes to disclose that Calderwood & Harkness has in the past represented, and may in the future represent on unrelated matters, Brindoval National Bank, N.A. and its affiliates, Broadwick & Thayer LLP, and certain other parties that may be involved in this transaction. Such prior and potential future representations are on matters that are entirely unrelated to the Facility and the Acquisition. The Firm does not believe that any such prior or potential future representation gives rise to a conflict of interest that would impair the Firm's ability to represent the Clients vigorously and effectively in connection with this engagement.
Waiver. By signing this Letter, the Clients acknowledge the foregoing disclosure and consent to the Firm's continued representation of such parties on unrelated matters, provided that the Firm will not represent any such party in any matter that is directly adverse to the Clients in connection with the Facility or the Acquisition without first obtaining the Clients' prior written consent.
If an actual conflict of interest arises during the course of this engagement, the Firm will promptly notify the Clients and take appropriate steps to address the conflict, which may include implementing an ethical screen, seeking an additional waiver, or, if the conflict cannot be resolved, withdrawal from the representation in accordance with applicable rules of professional conduct.
10. Confidentiality
Calderwood & Harkness will maintain the confidentiality of all information received from or on behalf of the Clients in connection with this engagement, in accordance with the Firm's professional obligations under the New York Rules of Professional Conduct and all other applicable rules of professional conduct and legal ethics.
The Firm will not disclose confidential client information to any third party without the Clients' prior written consent, except as may be required by applicable law, court order, subpoena, or the applicable rules of professional conduct governing the Firm's attorneys. The Firm will implement reasonable internal procedures to safeguard the confidentiality of the Clients' information, including limiting access to engagement materials to those attorneys, paralegals, and staff who have a need to know in connection with the performance of services under this engagement.
The obligations set forth in this Section 10 shall survive the termination or conclusion of this engagement.
11. Document Retention
Upon the conclusion of this engagement, whether by closing of the Facility, termination of the engagement, or otherwise, the Firm will retain the Clients' files and work product in accordance with the Firm's standard document retention policy. A copy of the Firm's document retention policy is available upon request and will be provided to the Clients promptly upon such request.
Under the Firm's current document retention policy, client files are retained for a period of ten (10) years following the conclusion of the engagement, after which files may be destroyed in accordance with the policy unless the Clients have requested their return. The Firm will provide reasonable advance notice to the Clients before destroying any files related to this engagement.
Client documents and property, including original documents, executed instruments, and other materials belonging to the Clients, will be returned to the Clients promptly upon request at any time during or after this engagement. The Firm reserves the right to retain copies of such documents for its files, subject to the confidentiality obligations set forth in Section 10 above.
12. Termination
Either the Clients or the Firm may terminate this engagement at any time upon written notice to the other party. No reason need be stated for such termination, although the Firm's ability to withdraw from the representation may be subject to applicable rules of professional conduct and any applicable court rules.
In the event of termination, the Clients will be responsible for the payment of all professional fees and disbursements incurred through the date of termination, subject to the Billing Cap for in-scope services rendered through the closing of the Facility. If the engagement is terminated prior to closing, the Billing Cap shall apply to the aggregate fees incurred through the date of termination for services within the scope described in Section 1 above.
Upon termination, the Firm will take reasonable steps to protect the Clients' interests, including providing reasonable notice to allow the Clients to engage successor counsel, cooperating in the orderly transition of the matter to successor counsel, and providing successor counsel with access to the Firm's files and work product related to this engagement (subject to the Firm's lien rights, if any, under applicable law).
13. Limitation of Engagement
This engagement is limited to the specific matter described in Section 1 above. The Firm does not undertake to represent the Clients in any other matter, transaction, litigation, or proceeding unless separately agreed in writing by the Firm and the Clients.
Nothing in this Letter creates, or shall be construed to create, an attorney-client relationship between the Firm and any affiliate, subsidiary, fund, portfolio company, general partner, limited partner, member, manager, officer, director, employee, or other related entity or individual of either of the Clients, other than Solara Digital Infrastructure LP and Solara Digital Acquisition Holdings LLC, unless such representation is specifically agreed to in a separate written engagement letter.
The Firm's obligation to provide legal services hereunder is limited to the laws of the jurisdictions in which the Firm's attorneys are licensed to practice. To the extent that legal advice is required under the laws of jurisdictions in which the Firm's attorneys are not licensed, the Firm will coordinate with appropriate local counsel, subject to the Clients' approval as described in Section 5 above.
14. Governing Law
This Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles that would result in the application of the laws of any other jurisdiction. Any dispute arising out of or in connection with this Letter shall be subject to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York, and each party hereby consents to the personal jurisdiction of such courts.
15. Acceptance and Execution
We respectfully request that the Clients confirm their acceptance of the terms and conditions of this engagement by signing and returning a copy of this Letter to the undersigned, together with the advance retainer of $75,000 as described in Section 6 above.
This Letter, together with the Firm's acknowledgment of the Clients' Outside Counsel Guidelines delivered under separate cover of even date herewith, constitutes the entire agreement between the Firm and the Clients with respect to the subject matter hereof and supersedes all prior discussions, negotiations, proposals, and understandings, whether written or oral, regarding the scope, terms, and conditions of this engagement.
This Letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including PDF or Brightwater Software) shall be deemed original signatures for all purposes.
We are excited to work with the Solara team on this transaction and look forward to a successful closing. Please do not hesitate to contact Philip Hartmann at (212) 554-7215 or phartmann@calderwoodharkness.com, or Lisa Morrow at (212) 554-7344 or lmorrow@calderwoodharkness.com, with any questions regarding this Letter or the engagement generally.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Philip Hartmann
Title: Partner
Date: March 16, 2026
ACKNOWLEDGMENT AND AGREEMENT
By signing below, the undersigned, on behalf of each of the Clients identified herein, hereby acknowledge receipt of this engagement letter, confirm their agreement to the terms and conditions set forth herein, and authorize Calderwood & Harkness LLP to proceed with this engagement in accordance with the terms of this Letter.
SOLARA DIGITAL INFRASTRUCTURE LP
By: Solara Digital GP LLC, its General Partner
By: ________
Name: Viktor Strand
Title: Co-Founder & Managing Partner
Date: ________
SOLARA DIGITAL ACQUISITION HOLDINGS LLC
By: ________
Name: Viktor Strand
Title: Authorized Signatory
Date: ________
Enclosures: None (Outside Counsel Guidelines Acknowledgment Letter sent under separate cover)
cc:
Viktor Strand, Co-Founder & Managing Partner, Solara Digital Infrastructure LP Derek Raines, Chief Financial Officer, Solara Digital Infrastructure LP Claudia Merritt, Partner, Calderwood & Harkness LLP Lisa Morrow, Associate, Calderwood & Harkness LLP Marcus Leung, Associate, Calderwood & Harkness LLP
| Timekeeper | Role | 2026 Hourly Rate |
| Philip Hartmann | Partner | $1,650 |
| Claudia Merritt | Partner | $1,575 |
| Lisa Morrow | Associate | $895 |
| Marcus Leung | Associate | $725 |