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

oc-guidelines-acknowledgment-letter.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

One Liberty Plaza, 44th Floor New York, NY 10006

Telephone: (212) 448-7000 Facsimile: (212) 448-7001 www.calderwoodharkness.com

March 16, 2026

Priya Vasudeva, Esq. General Counsel Solara Digital Infrastructure LP 1700 Market Street, Suite 2400 Wilmington, DE 19801

Re: Acknowledgment and Acceptance of Outside Counsel Guidelines — Solara Digital Infrastructure LP

Matter No. 1041-00002; Client No. CL-081273

Engagement of Calderwood & Harkness LLP as Borrower's Counsel (Financing) in connection with the $200,000,000 Senior Secured Term Loan Facility for the acquisition of Meridian Cloud Solutions Inc.

Dear Ms. Vasudeva:

1. Acknowledgment of Receipt

Calderwood & Harkness LLP ("C&H" or the "Firm") hereby acknowledges receipt of the Outside Counsel Guidelines of Solara Digital Infrastructure LP (the "Guidelines"), which were provided to the Firm in connection with C&H's engagement as borrower's counsel for the financing workstream in the above-referenced matter. The Guidelines were received concurrent with the execution of the engagement letter between the Firm and Solara Digital Infrastructure LP ("Solara" or the "Client"), dated March 16, 2026 (the "Engagement Letter"), pursuant to which C&H has been retained to represent Solara and its wholly owned subsidiary, Solara Digital Acquisition Holdings LLC, as borrower's counsel in connection with the negotiation, documentation, and closing of a $200,000,000 Senior Secured Term Loan Facility (the "Facility") to be extended by a syndicate of lenders led by Brindoval National Bank, N.A. (the "Administrative Agent"), the proceeds of which will be used to fund, in part, the acquisition of Meridian Cloud Solutions Inc. by Solara Digital Acquisition Holdings LLC (the "Transaction").

Philip Hartmann, who serves as the Responsible Partner for this engagement, has personally reviewed the Guidelines in full with each member of the deal team assigned to this matter, including Claudia Merritt (Billing Partner), Lisa Morrow (Lead Associate), and Marcus Leung (Working Associate). Each member of the deal team has been instructed regarding the requirements, expectations, and policies set forth in the Guidelines, and the Firm has implemented appropriate internal procedures to ensure ongoing compliance therewith throughout the course of our representation.

2. Agreement to Comply — General

Calderwood & Harkness LLP hereby agrees to comply with the Guidelines in all material respects in connection with the Firm's representation of Solara Digital Infrastructure LP and Solara Digital Acquisition Holdings LLC in the above-referenced matter. The Firm acknowledges that the Guidelines establish the Client's expectations and requirements for the engagement of outside counsel, and we accept these requirements as binding upon the Firm and all personnel assigned to this matter.

The Guidelines will govern the Firm's provision of legal services on this engagement unless otherwise agreed in writing between the Firm and the Client, or as modified by the express terms of the Engagement Letter dated March 16, 2026. To the extent any provision of the Guidelines conflicts with or is inconsistent with a provision of the Engagement Letter, the terms of the Engagement Letter shall control with respect to the matter in question. In the event that any such conflict is identified during the course of the representation, the Firm will promptly bring such conflict to the attention of the Client's General Counsel so that the parties may address and resolve the inconsistency in a mutually agreeable manner.

The Firm further acknowledges that compliance with the Guidelines is a material condition of the engagement and that the Client reserves the right to review the Firm's adherence to the Guidelines on an ongoing basis.

3. Billing and Fee Arrangements

The Firm confirms that all billing for legal services rendered in connection with this matter will be at the standard hourly rates set forth in the Engagement Letter, which are as follows:

The foregoing rates are effective as of the date of this letter and shall remain in effect for the duration of the engagement unless otherwise modified by mutual written agreement of the parties. No rate increases will be applied to this matter without prior written notice to, and approval from, the Client.

The Firm acknowledges the voluntary billing cap of Six Hundred Twenty-Five Thousand Dollars ($625,000.00) for all legal services rendered through and including the execution of the term sheet and closing of the Facility (the "Billing Cap"). The Billing Cap is exclusive of disbursements and third-party costs, which shall be billed separately in accordance with the expense guidelines set forth below and in the Guidelines. The Firm understands and agrees that the Billing Cap represents a ceiling on fees for the defined scope of services, and that the Firm bears the risk of any hours incurred in excess of the Billing Cap for such services absent prior written approval from the Client for an adjustment to the cap.

The Firm further confirms that the Billing Cap does not extend to legal services performed after the closing of the Facility, including but not limited to post-closing amendments, consents, waivers, restructurings, workouts, enforcement actions, or any other matters arising under or in connection with the Facility following the closing date. Any such post-closing services will be billed at the standard hourly rates set forth above, subject to the terms of the Engagement Letter and the Guidelines.

Estimated disbursements for this engagement are approximately Fifteen Thousand Dollars ($15,000.00), which are anticipated to include filing fees, lien search costs, UCC filing fees, courier and delivery charges, travel expenses, and similar out-of-pocket costs. The Firm will use commercially reasonable efforts to keep disbursements within this estimate and will promptly advise the Client if it appears that actual disbursements will materially exceed this amount.

The Firm acknowledges receipt of an advance retainer in the amount of Seventy-Five Thousand Dollars ($75,000.00) (the "Retainer"), which shall be held by the Firm in its client trust account and applied against the final invoice or invoices issued in connection with this matter. The Retainer shall not be applied against interim invoices unless otherwise directed by the Client in writing.

Invoicing will occur on a monthly basis. Each invoice will cover the preceding calendar month's legal services and disbursements and will be submitted to the Client within fifteen (15) days following the end of each billing period. Payment is due net thirty (30) days from the date of each invoice. All invoices shall be directed to the attention of Derek Raines, Chief Financial Officer, with a copy to Priya Vasudeva, General Counsel.

The Firm agrees to comply with Solara's billing format requirements as specified in the Guidelines, including without limitation:

(a) the use of task-based coding (UTBMS or such other coding system as Solara may designate);

(b) matter-level detail for all time entries, with narrative descriptions sufficient to enable the Client to understand the nature of the work performed, the timekeeper who performed it, and the amount of time expended;

(d) submission of invoices through the Client's designated electronic billing platform, currently Brightwater Health IT, or such other electronic billing system as the Client may specify from time to time; and

(e) adherence to any additional billing guidelines, formatting requirements, or submission protocols set forth in the Guidelines or communicated by the Client during the course of the engagement.

The Firm further acknowledges that the Client reserves the right to review, audit, and, where appropriate, adjust invoices that do not conform to the Guidelines or the Engagement Letter.

4. Staffing Requirements

The Firm confirms that the following individuals have been assigned to the engagement team for this matter, each of whom has been approved by Solara:

• Philip Hartmann — Responsible Partner, Banking & Finance

• Claudia Merritt — Billing Partner, Banking & Finance

• Lisa Morrow — Lead Associate, Banking & Finance

• Marcus Leung — Working Associate, Banking & Finance

The Firm has staffed this engagement in a manner intended to provide efficient and high-quality legal services commensurate with the complexity of the Transaction and the Facility. Philip Hartmann will serve as the primary point of contact for the Client on all substantive matters and will maintain day-to-day oversight of the engagement. Claudia Merritt will serve as the billing partner responsible for the review and submission of all invoices. Lisa Morrow will serve as lead associate and will be principally responsible for the drafting and negotiation of loan documentation, due diligence coordination, and the preparation of closing deliverables. Marcus Leung will serve as working associate, supporting Ms. Morrow across all aspects of the financing workstream.

The Firm agrees to obtain prior written approval from Solara's General Counsel before materially changing the staffing of the engagement team, including the substitution of any named timekeeper, or before adding any additional timekeepers to this matter. For purposes of this commitment, a "material" change in staffing includes, without limitation, the replacement of the Responsible Partner, the Billing Partner, or the Lead Associate, or the addition of any partner, counsel, or associate not previously approved by the Client.

The Firm further agrees that this matter will not be used for associate training purposes without prior written consent from the Client. Work assigned to associates will be commensurate with each associate's level of experience and ability, and the Firm will not bill the Client for time spent by any timekeeper in becoming generally familiar with an area of law or a legal concept with which such timekeeper should reasonably be expected to be familiar given his or her level of experience and practice area.

The Firm confirms that no work on this matter will be delegated to contract attorneys, temporary staff, secondees, or other non-Firm personnel without the prior written approval of Solara's General Counsel. In the event that the Client approves the use of any such personnel, the billing rates applicable to such individuals will be agreed upon in advance with the Client.

5. Reporting and Communication Requirements

The Firm agrees to provide regular and timely status updates to the Client's designated team, including Priya Vasudeva, General Counsel, and Derek Raines, Chief Financial Officer. The Firm recognizes the importance of proactive communication in a transaction of this complexity and magnitude and commits to keeping the Client fully and currently informed regarding all significant developments in the financing workstream.

Specifically, the Firm confirms its awareness of and agreement to comply with Solara's requirement for weekly written status reports during all active negotiation and documentation periods. Such weekly status reports will be prepared by the Responsible Partner or the Lead Associate and will include, at a minimum: (i) a summary of work completed during the reporting period; (ii) identification of open issues and items requiring Client attention or decision; (iii) a description of anticipated next steps and expected timelines; (iv) an updated budget summary reflecting fees and disbursements incurred to date relative to the Billing Cap; and (v) any other information reasonably requested by the Client.

The Firm further agrees to promptly advise the Client of any material developments, risks, or issues arising in the course of the representation, including but not limited to significant changes in the positions taken by the Administrative Agent or the lender group, unexpected legal or regulatory impediments, potential delays in the closing timeline, and any other circumstances that could materially affect the Client's interests, the terms of the Facility, or the consummation of the Transaction.

The Firm agrees to copy Priya Vasudeva on all substantive communications with opposing counsel, Broadwick & Thayer LLP (counsel to Brindoval National Bank, N.A., as Administrative Agent and lead arranger), including without limitation all transmittal letters, markup transmissions, issues lists, and settlement communications. The Firm further agrees to coordinate, as appropriate and as directed by the Client, with Alderton Paige LLP, acquisition counsel to Solara, led by Richard Fontaine, on all matters where the acquisition and financing workstreams intersect, including representations and warranties alignment, conditions precedent, material adverse change definitions, and other areas of overlap between the acquisition agreement and the credit documentation.

The Firm understands that the Client's ability to manage its legal matters effectively depends upon open, transparent, and timely communication, and the Firm is committed to meeting and exceeding these expectations throughout the engagement.

6. Confidentiality

The Firm acknowledges its obligation to maintain the strict confidentiality of all client information, work product, and privileged communications received or generated in connection with this engagement, in accordance with the terms of the Guidelines, the Engagement Letter, and all applicable professional responsibility obligations under the New York Rules of Professional Conduct and other applicable rules and regulations.

The Firm confirms that no confidential information regarding Solara Digital Infrastructure LP, Solara Digital Acquisition Holdings LLC, Solara Digital Infrastructure Fund IV LP, Ashford Ventures Partners LLC, Meridian Cloud Solutions Inc., or any aspect of the Transaction—including the terms of the Facility, the acquisition, and any related negotiations, analyses, or strategies—will be disclosed to any third party without the prior written authorization of Solara, except to the extent that such disclosure is required by applicable law, court order, or the Firm's professional obligations under the rules of professional conduct governing the attorneys involved in this matter.

The Firm has implemented and will maintain reasonable and appropriate safeguards to protect the confidentiality of all client information, including the use of secure document management systems, restricted access protocols, and confidentiality reminders for all personnel working on this matter. All members of the engagement team have been reminded of their confidentiality obligations in connection with this engagement.

7. Conflict of Interest

The Firm confirms that it completed a comprehensive conflict of interest check on March 15, 2026, one day prior to the formal opening of this matter. The conflict check was conducted in accordance with the Firm's standard internal procedures and encompassed all relevant parties and entities identified by the Client in connection with the engagement, including without limitation:

(a) Solara Digital Infrastructure LP;

(b) Solara Digital Acquisition Holdings LLC;

(d) Brindoval National Bank, N.A. (Administrative Agent and lead arranger);

(e) Broadwick & Thayer LLP (counsel to Brindoval National Bank, N.A.);

(f) Meridian Cloud Solutions Inc. (the acquisition target);

(g) Ashford Ventures Partners LLC (the seller); and

(h) any other parties identified in the engagement materials provided by the Client.

Based on the results of the conflict check, no disqualifying conflicts of interest were identified with respect to any of the foregoing parties or entities. The Firm is not currently representing, and has not recently represented, any party adverse to Solara in any matter related to this engagement.

The Firm agrees to promptly notify Solara's General Counsel of any actual or potential conflict of interest that may arise during the course of the engagement, including any circumstances in which the Firm is asked to undertake a representation that could be adverse to Solara or any of its affiliates, whether or not such representation is related to this matter. The Firm will handle any such conflicts in accordance with the procedures set forth in the Guidelines and applicable rules of professional conduct, and will not proceed with any potentially conflicting representation without the prior informed written consent of the Client.

8. Expense Guidelines

The Firm agrees to comply in all respects with Solara's expense reimbursement policies as set forth in the Guidelines. The Firm understands that the Client's expense guidelines are designed to ensure that only reasonable, necessary, and properly documented expenses are charged to the Client, and the Firm is committed to exercising sound judgment and fiscal discipline in the incurrence of all expenses related to this matter.

The Firm confirms that all travel-related expenses, including air travel, hotel accommodations, and meal expenses incurred in connection with this engagement, will conform to Solara's pre-approved thresholds as set forth in the Guidelines. Without limiting the foregoing, the Firm acknowledges the Client's policies regarding the use of coach-class airfare for domestic flights, the use of preferred hotel vendors where available, and the applicable per-diem or per-meal caps for business meals.

The Firm further agrees that any single disbursement or third-party cost exceeding the threshold specified in the Guidelines (currently $500.00 per item) will require prior written approval from Solara's General Counsel or Chief Financial Officer before such expense is incurred. The Firm will provide a reasonable description of the nature and necessity of any such expense in its request for approval.

The Firm confirms that internal administrative charges, including but not limited to charges for photocopying, printing, word processing, standard legal research database access (including Westmark Data Systems and Sundial Solutions), local telephone calls, and internal postage, will not be billed to the Client unless expressly permitted by the Guidelines. The Firm understands that such charges are generally considered part of the Firm's overhead and are subsumed within the hourly rates charged for legal services.

9. Document Retention and Return

The Firm agrees to maintain all matter files, including physical and electronic documents, correspondence, work product, notes, memoranda, and related materials, in accordance with the requirements set forth in the Guidelines and all applicable professional obligations regarding the retention of client files and property.

Upon the completion or termination of the engagement, or at any earlier time upon the Client's request, the Firm agrees to return or destroy all client documents and materials in the Firm's possession, at Solara's direction and in accordance with the procedures specified in the Guidelines. The Firm acknowledges that all documents, files, and work product prepared by the Firm in the course of this engagement that constitute client property will be promptly transferred to the Client or its designee upon request. The Firm reserves the right to retain copies of such files as may be required by applicable law, professional responsibility rules, or the Firm's own record-keeping obligations, subject to the confidentiality provisions described above.

10. Insurance

The Firm confirms that Calderwood & Harkness LLP maintains professional liability insurance (errors and omissions coverage) in amounts that meet or exceed the minimum thresholds required by the Guidelines. The Firm's current professional liability insurance coverage is underwritten by a nationally recognized carrier and provides coverage that is customary for a law firm of C&H's size and practice profile.

The Firm agrees to provide a certificate of insurance to Solara upon request, evidencing the Firm's professional liability coverage, and to promptly notify the Client of any material change in, or cancellation of, such coverage during the term of the engagement.

11. Governing Law

The Firm notes that the engagement and the related Guidelines are governed by the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. This governing law provision is consistent with the governing law clause set forth in the Engagement Letter dated March 16, 2026.

12. Closing

Calderwood & Harkness LLP sincerely appreciates the opportunity to serve Solara Digital Infrastructure LP and its affiliates on this significant transaction. We recognize the importance of the Facility to the successful consummation of the acquisition of Meridian Cloud Solutions Inc., and we are committed to delivering the highest caliber of legal services in a manner that is efficient, responsive, and fully aligned with Solara's expectations and objectives.

Should you have any questions regarding this acknowledgment, the Firm's compliance with the Guidelines, or any other aspect of our engagement, please do not hesitate to contact Philip Hartmann directly at the following:

Philip Hartmann Partner, Banking & Finance Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, NY 10006 Telephone: (212) 448-7125

Email: phartmann@calderwoodharkness.com

We look forward to working closely with you, Mr. Raines, and the broader Solara team on this matter and are confident that, together, we will bring the Facility to a successful and timely closing.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Philip Hartmann Partner, Banking & Finance

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	Hourly Rate
Philip Hartmann	Responsible Partner, Banking & Finance	$1,650.00
Claudia Merritt	Billing Partner, Banking & Finance	$1,575.00
Lisa Morrow	Lead Associate, Banking & Finance	$895.00
Marcus Leung	Working Associate, Banking & Finance	$725.00

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 44th Floor New York, NY 10006
Telephone: (212) 448-7000 Facsimile: (212) 448-7001 www.calderwoodharkness.com
March 16, 2026
Priya Vasudeva, Esq. General Counsel Solara Digital Infrastructure LP 1700 Market Street, Suite 2400 Wilmington, DE 19801
Re: Acknowledgment and Acceptance of Outside Counsel Guidelines — Solara Digital Infrastructure LP
Matter No. 1041-00002; Client No. CL-081273
Engagement of Calderwood & Harkness LLP as Borrower's Counsel (Financing) in connection with the $200,000,000 Senior Secured Term Loan Facility for the acquisition of Meridian Cloud Solutions Inc.
Dear Ms. Vasudeva:
1. Acknowledgment of Receipt
Calderwood & Harkness LLP ("C&H" or the "Firm") hereby acknowledges receipt of the Outside Counsel Guidelines of Solara Digital Infrastructure LP (the "Guidelines"), which were provided to the Firm in connection with C&H's engagement as borrower's counsel for the financing workstream in the above-referenced matter. The Guidelines were received concurrent with the execution of the engagement letter between the Firm and Solara Digital Infrastructure LP ("Solara" or the "Client"), dated March 16, 2026 (the "Engagement Letter"), pursuant to which C&H has been retained to represent Solara and its wholly owned subsidiary, Solara Digital Acquisition Holdings LLC, as borrower's counsel in connection with the negotiation, documentation, and closing of a $200,000,000 Senior Secured Term Loan Facility (the "Facility") to be extended by a syndicate of lenders led by Brindoval National Bank, N.A. (the "Administrative Agent"), the proceeds of which will be used to fund, in part, the acquisition of Meridian Cloud Solutions Inc. by Solara Digital Acquisition Holdings LLC (the "Transaction").
Philip Hartmann, who serves as the Responsible Partner for this engagement, has personally reviewed the Guidelines in full with each member of the deal team assigned to this matter, including Claudia Merritt (Billing Partner), Lisa Morrow (Lead Associate), and Marcus Leung (Working Associate). Each member of the deal team has been instructed regarding the requirements, expectations, and policies set forth in the Guidelines, and the Firm has implemented appropriate internal procedures to ensure ongoing compliance therewith throughout the course of our representation.
2. Agreement to Comply — General
Calderwood & Harkness LLP hereby agrees to comply with the Guidelines in all material respects in connection with the Firm's representation of Solara Digital Infrastructure LP and Solara Digital Acquisition Holdings LLC in the above-referenced matter. The Firm acknowledges that the Guidelines establish the Client's expectations and requirements for the engagement of outside counsel, and we accept these requirements as binding upon the Firm and all personnel assigned to this matter.
The Guidelines will govern the Firm's provision of legal services on this engagement unless otherwise agreed in writing between the Firm and the Client, or as modified by the express terms of the Engagement Letter dated March 16, 2026. To the extent any provision of the Guidelines conflicts with or is inconsistent with a provision of the Engagement Letter, the terms of the Engagement Letter shall control with respect to the matter in question. In the event that any such conflict is identified during the course of the representation, the Firm will promptly bring such conflict to the attention of the Client's General Counsel so that the parties may address and resolve the inconsistency in a mutually agreeable manner.
The Firm further acknowledges that compliance with the Guidelines is a material condition of the engagement and that the Client reserves the right to review the Firm's adherence to the Guidelines on an ongoing basis.
3. Billing and Fee Arrangements
The Firm confirms that all billing for legal services rendered in connection with this matter will be at the standard hourly rates set forth in the Engagement Letter, which are as follows:
The foregoing rates are effective as of the date of this letter and shall remain in effect for the duration of the engagement unless otherwise modified by mutual written agreement of the parties. No rate increases will be applied to this matter without prior written notice to, and approval from, the Client.
The Firm acknowledges the voluntary billing cap of Six Hundred Twenty-Five Thousand Dollars ($625,000.00) for all legal services rendered through and including the execution of the term sheet and closing of the Facility (the "Billing Cap"). The Billing Cap is exclusive of disbursements and third-party costs, which shall be billed separately in accordance with the expense guidelines set forth below and in the Guidelines. The Firm understands and agrees that the Billing Cap represents a ceiling on fees for the defined scope of services, and that the Firm bears the risk of any hours incurred in excess of the Billing Cap for such services absent prior written approval from the Client for an adjustment to the cap.
The Firm further confirms that the Billing Cap does not extend to legal services performed after the closing of the Facility, including but not limited to post-closing amendments, consents, waivers, restructurings, workouts, enforcement actions, or any other matters arising under or in connection with the Facility following the closing date. Any such post-closing services will be billed at the standard hourly rates set forth above, subject to the terms of the Engagement Letter and the Guidelines.
Estimated disbursements for this engagement are approximately Fifteen Thousand Dollars ($15,000.00), which are anticipated to include filing fees, lien search costs, UCC filing fees, courier and delivery charges, travel expenses, and similar out-of-pocket costs. The Firm will use commercially reasonable efforts to keep disbursements within this estimate and will promptly advise the Client if it appears that actual disbursements will materially exceed this amount.
The Firm acknowledges receipt of an advance retainer in the amount of Seventy-Five Thousand Dollars ($75,000.00) (the "Retainer"), which shall be held by the Firm in its client trust account and applied against the final invoice or invoices issued in connection with this matter. The Retainer shall not be applied against interim invoices unless otherwise directed by the Client in writing.
Invoicing will occur on a monthly basis. Each invoice will cover the preceding calendar month's legal services and disbursements and will be submitted to the Client within fifteen (15) days following the end of each billing period. Payment is due net thirty (30) days from the date of each invoice. All invoices shall be directed to the attention of Derek Raines, Chief Financial Officer, with a copy to Priya Vasudeva, General Counsel.
The Firm agrees to comply with Solara's billing format requirements as specified in the Guidelines, including without limitation:
(a) the use of task-based coding (UTBMS or such other coding system as Solara may designate);
(b) matter-level detail for all time entries, with narrative descriptions sufficient to enable the Client to understand the nature of the work performed, the timekeeper who performed it, and the amount of time expended;
(c) itemized descriptions of all disbursements;
(d) submission of invoices through the Client's designated electronic billing platform, currently Brightwater Health IT, or such other electronic billing system as the Client may specify from time to time; and
(e) adherence to any additional billing guidelines, formatting requirements, or submission protocols set forth in the Guidelines or communicated by the Client during the course of the engagement.
The Firm further acknowledges that the Client reserves the right to review, audit, and, where appropriate, adjust invoices that do not conform to the Guidelines or the Engagement Letter.
4. Staffing Requirements
The Firm confirms that the following individuals have been assigned to the engagement team for this matter, each of whom has been approved by Solara:
•  Philip Hartmann — Responsible Partner, Banking & Finance
•  Claudia Merritt — Billing Partner, Banking & Finance
•  Lisa Morrow — Lead Associate, Banking & Finance
•  Marcus Leung — Working Associate, Banking & Finance
The Firm has staffed this engagement in a manner intended to provide efficient and high-quality legal services commensurate with the complexity of the Transaction and the Facility. Philip Hartmann will serve as the primary point of contact for the Client on all substantive matters and will maintain day-to-day oversight of the engagement. Claudia Merritt will serve as the billing partner responsible for the review and submission of all invoices. Lisa Morrow will serve as lead associate and will be principally responsible for the drafting and negotiation of loan documentation, due diligence coordination, and the preparation of closing deliverables. Marcus Leung will serve as working associate, supporting Ms. Morrow across all aspects of the financing workstream.
The Firm agrees to obtain prior written approval from Solara's General Counsel before materially changing the staffing of the engagement team, including the substitution of any named timekeeper, or before adding any additional timekeepers to this matter. For purposes of this commitment, a "material" change in staffing includes, without limitation, the replacement of the Responsible Partner, the Billing Partner, or the Lead Associate, or the addition of any partner, counsel, or associate not previously approved by the Client.
The Firm further agrees that this matter will not be used for associate training purposes without prior written consent from the Client. Work assigned to associates will be commensurate with each associate's level of experience and ability, and the Firm will not bill the Client for time spent by any timekeeper in becoming generally familiar with an area of law or a legal concept with which such timekeeper should reasonably be expected to be familiar given his or her level of experience and practice area.
The Firm confirms that no work on this matter will be delegated to contract attorneys, temporary staff, secondees, or other non-Firm personnel without the prior written approval of Solara's General Counsel. In the event that the Client approves the use of any such personnel, the billing rates applicable to such individuals will be agreed upon in advance with the Client.
5. Reporting and Communication Requirements
The Firm agrees to provide regular and timely status updates to the Client's designated team, including Priya Vasudeva, General Counsel, and Derek Raines, Chief Financial Officer. The Firm recognizes the importance of proactive communication in a transaction of this complexity and magnitude and commits to keeping the Client fully and currently informed regarding all significant developments in the financing workstream.
Specifically, the Firm confirms its awareness of and agreement to comply with Solara's requirement for weekly written status reports during all active negotiation and documentation periods. Such weekly status reports will be prepared by the Responsible Partner or the Lead Associate and will include, at a minimum: (i) a summary of work completed during the reporting period; (ii) identification of open issues and items requiring Client attention or decision; (iii) a description of anticipated next steps and expected timelines; (iv) an updated budget summary reflecting fees and disbursements incurred to date relative to the Billing Cap; and (v) any other information reasonably requested by the Client.
The Firm further agrees to promptly advise the Client of any material developments, risks, or issues arising in the course of the representation, including but not limited to significant changes in the positions taken by the Administrative Agent or the lender group, unexpected legal or regulatory impediments, potential delays in the closing timeline, and any other circumstances that could materially affect the Client's interests, the terms of the Facility, or the consummation of the Transaction.
The Firm agrees to copy Priya Vasudeva on all substantive communications with opposing counsel, Broadwick & Thayer LLP (counsel to Brindoval National Bank, N.A., as Administrative Agent and lead arranger), including without limitation all transmittal letters, markup transmissions, issues lists, and settlement communications. The Firm further agrees to coordinate, as appropriate and as directed by the Client, with Alderton Paige LLP, acquisition counsel to Solara, led by Richard Fontaine, on all matters where the acquisition and financing workstreams intersect, including representations and warranties alignment, conditions precedent, material adverse change definitions, and other areas of overlap between the acquisition agreement and the credit documentation.
The Firm understands that the Client's ability to manage its legal matters effectively depends upon open, transparent, and timely communication, and the Firm is committed to meeting and exceeding these expectations throughout the engagement.
6. Confidentiality
The Firm acknowledges its obligation to maintain the strict confidentiality of all client information, work product, and privileged communications received or generated in connection with this engagement, in accordance with the terms of the Guidelines, the Engagement Letter, and all applicable professional responsibility obligations under the New York Rules of Professional Conduct and other applicable rules and regulations.
The Firm confirms that no confidential information regarding Solara Digital Infrastructure LP, Solara Digital Acquisition Holdings LLC, Solara Digital Infrastructure Fund IV LP, Ashford Ventures Partners LLC, Meridian Cloud Solutions Inc., or any aspect of the Transaction—including the terms of the Facility, the acquisition, and any related negotiations, analyses, or strategies—will be disclosed to any third party without the prior written authorization of Solara, except to the extent that such disclosure is required by applicable law, court order, or the Firm's professional obligations under the rules of professional conduct governing the attorneys involved in this matter.
The Firm has implemented and will maintain reasonable and appropriate safeguards to protect the confidentiality of all client information, including the use of secure document management systems, restricted access protocols, and confidentiality reminders for all personnel working on this matter. All members of the engagement team have been reminded of their confidentiality obligations in connection with this engagement.
7. Conflict of Interest
The Firm confirms that it completed a comprehensive conflict of interest check on March 15, 2026, one day prior to the formal opening of this matter. The conflict check was conducted in accordance with the Firm's standard internal procedures and encompassed all relevant parties and entities identified by the Client in connection with the engagement, including without limitation:
(a) Solara Digital Infrastructure LP;
(b) Solara Digital Acquisition Holdings LLC;
(c) Solara Digital Infrastructure Fund IV LP;
(d) Brindoval National Bank, N.A. (Administrative Agent and lead arranger);
(e) Broadwick & Thayer LLP (counsel to Brindoval National Bank, N.A.);
(f) Meridian Cloud Solutions Inc. (the acquisition target);
(g) Ashford Ventures Partners LLC (the seller); and
(h) any other parties identified in the engagement materials provided by the Client.
Based on the results of the conflict check, no disqualifying conflicts of interest were identified with respect to any of the foregoing parties or entities. The Firm is not currently representing, and has not recently represented, any party adverse to Solara in any matter related to this engagement.
The Firm agrees to promptly notify Solara's General Counsel of any actual or potential conflict of interest that may arise during the course of the engagement, including any circumstances in which the Firm is asked to undertake a representation that could be adverse to Solara or any of its affiliates, whether or not such representation is related to this matter. The Firm will handle any such conflicts in accordance with the procedures set forth in the Guidelines and applicable rules of professional conduct, and will not proceed with any potentially conflicting representation without the prior informed written consent of the Client.
8. Expense Guidelines
The Firm agrees to comply in all respects with Solara's expense reimbursement policies as set forth in the Guidelines. The Firm understands that the Client's expense guidelines are designed to ensure that only reasonable, necessary, and properly documented expenses are charged to the Client, and the Firm is committed to exercising sound judgment and fiscal discipline in the incurrence of all expenses related to this matter.
The Firm confirms that all travel-related expenses, including air travel, hotel accommodations, and meal expenses incurred in connection with this engagement, will conform to Solara's pre-approved thresholds as set forth in the Guidelines. Without limiting the foregoing, the Firm acknowledges the Client's policies regarding the use of coach-class airfare for domestic flights, the use of preferred hotel vendors where available, and the applicable per-diem or per-meal caps for business meals.
The Firm further agrees that any single disbursement or third-party cost exceeding the threshold specified in the Guidelines (currently $500.00 per item) will require prior written approval from Solara's General Counsel or Chief Financial Officer before such expense is incurred. The Firm will provide a reasonable description of the nature and necessity of any such expense in its request for approval.
The Firm confirms that internal administrative charges, including but not limited to charges for photocopying, printing, word processing, standard legal research database access (including Westmark Data Systems and Sundial Solutions), local telephone calls, and internal postage, will not be billed to the Client unless expressly permitted by the Guidelines. The Firm understands that such charges are generally considered part of the Firm's overhead and are subsumed within the hourly rates charged for legal services.
9. Document Retention and Return
The Firm agrees to maintain all matter files, including physical and electronic documents, correspondence, work product, notes, memoranda, and related materials, in accordance with the requirements set forth in the Guidelines and all applicable professional obligations regarding the retention of client files and property.
Upon the completion or termination of the engagement, or at any earlier time upon the Client's request, the Firm agrees to return or destroy all client documents and materials in the Firm's possession, at Solara's direction and in accordance with the procedures specified in the Guidelines. The Firm acknowledges that all documents, files, and work product prepared by the Firm in the course of this engagement that constitute client property will be promptly transferred to the Client or its designee upon request. The Firm reserves the right to retain copies of such files as may be required by applicable law, professional responsibility rules, or the Firm's own record-keeping obligations, subject to the confidentiality provisions described above.
10. Insurance
The Firm confirms that Calderwood & Harkness LLP maintains professional liability insurance (errors and omissions coverage) in amounts that meet or exceed the minimum thresholds required by the Guidelines. The Firm's current professional liability insurance coverage is underwritten by a nationally recognized carrier and provides coverage that is customary for a law firm of C&H's size and practice profile.
The Firm agrees to provide a certificate of insurance to Solara upon request, evidencing the Firm's professional liability coverage, and to promptly notify the Client of any material change in, or cancellation of, such coverage during the term of the engagement.
11. Governing Law
The Firm notes that the engagement and the related Guidelines are governed by the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions that would cause the application of the laws of any other jurisdiction. This governing law provision is consistent with the governing law clause set forth in the Engagement Letter dated March 16, 2026.
12. Closing
Calderwood & Harkness LLP sincerely appreciates the opportunity to serve Solara Digital Infrastructure LP and its affiliates on this significant transaction. We recognize the importance of the Facility to the successful consummation of the acquisition of Meridian Cloud Solutions Inc., and we are committed to delivering the highest caliber of legal services in a manner that is efficient, responsive, and fully aligned with Solara's expectations and objectives.
Should you have any questions regarding this acknowledgment, the Firm's compliance with the Guidelines, or any other aspect of our engagement, please do not hesitate to contact Philip Hartmann directly at the following:
Philip Hartmann Partner, Banking & Finance Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, NY 10006 Telephone: (212) 448-7125
Email: phartmann@calderwoodharkness.com
We look forward to working closely with you, Mr. Raines, and the broader Solara team on this matter and are confident that, together, we will bring the Facility to a successful and timely closing.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Philip Hartmann Partner, Banking & Finance
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 | Hourly Rate
Philip Hartmann | Responsible Partner, Banking & Finance | $1,650.00
Claudia Merritt | Billing Partner, Banking & Finance | $1,575.00
Lisa Morrow | Lead Associate, Banking & Finance | $895.00
Marcus Leung | Working Associate, Banking & Finance | $725.00

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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