1041-00002 · Solara Digital Infrastructure LP · Internal Memoranda & Analysis

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MEMORANDUM — PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Lisa Morrow, Lead Associate, Banking & Finance

FROM: Marcus Leung, Working Associate, Banking & Finance

DATE: March 26, 2026

RE: Governing Law and Forum Selection Analysis — $200,000,000 Senior Secured Term Loan Facility — Solara Digital Acquisition Holdings LLC

MATTER NO.: 1041-00002

CLIENT NO.: CL-081273

REVIEWED BY: Lisa Morrow

I. Purpose and Summary

This memorandum has been prepared at the request of Lisa Morrow in connection with the firm's representation of Solara Digital Acquisition Holdings LLC (the "Borrower") and Solara Digital Infrastructure LP ("Solara" or the "Sponsor") in the negotiation and documentation of a $200,000,000 Senior Secured Term Loan Facility (the "Facility"). The purpose of this memorandum is to confirm the appropriateness and enforceability of New York law as the governing law for the Facility and the related loan documents to be entered into by the Borrower, a Delaware limited liability company, in connection with the acquisition of Meridian Cloud Solutions Inc. ("Meridian"), a Delaware corporation. The Facility is being arranged by Brindoval National Bank, N.A. ("Brindoval"), which will serve as Lead Arranger, Sole Bookrunner, and Administrative Agent under the credit agreement.

In addition to the governing law analysis, this memorandum confirms that the selection of exclusive jurisdiction in the federal and state courts located in the Borough of Manhattan, New York, New York, as specified in the term sheet received from Brindoval, is appropriate and enforceable under applicable statutory authority and prevailing case law. The memorandum further addresses the enforceability of standard jury trial waiver provisions that will be included in the credit agreement and related loan documents, as well as ancillary considerations arising from the fact that Delaware-organized entities are electing New York law and a New York forum for the resolution of disputes under the loan documents.

As a preliminary matter, no significant issues have been identified in connection with the proposed governing law, forum selection, or jury trial waiver provisions. The selection of New York governing law and exclusive Manhattan forum is market standard for leveraged acquisition financing transactions of this nature and size. The provisions are legally supportable under New York General Obligations Law §§ 5-1401 and 5-1402, and are consistent with the expectations of both the Borrower and the lending syndicate. This memorandum is intended to be a brief, confirmatory analysis, and no changes to the governing law and forum selection provisions in the Brindoval term sheet are recommended at this time.

II. Background — Transaction Summary

The following background is provided for context and is based upon the executed term sheet received from Brindoval on March 21, 2026, the Sponsor's internal investment committee memorandum dated February 28, 2026, and preliminary discussions with counsel to the lender.

Acquisition. Solara Digital Infrastructure LP, a Delaware limited partnership, through its current fund, Solara Digital Infrastructure Fund IV LP ("Fund IV"), is acquiring one hundred percent (100%) of the equity interests of Meridian Cloud Solutions Inc. for an aggregate enterprise value of $315,000,000. Meridian is a Delaware corporation operating a software-as-a-service (SaaS) and cloud infrastructure platform, with its principal offices located at 450 Technology Parkway, Suite 800, Austin, Texas 78759.

Financing Structure. The acquisition is to be financed through a combination of (a) a $200,000,000 senior secured term loan arranged by Brindoval National Bank, N.A. (principal office: 383 Madison Avenue, 14th Floor, New York, New York 10179) and (b) an equity contribution of approximately $130,000,000 from Fund IV. The remaining portion of the enterprise value is expected to be satisfied through Meridian's existing cash on the balance sheet at closing and customary transaction adjustments.

Borrower. The Borrower is Solara Digital Acquisition Holdings LLC, a newly formed Delaware limited liability company organized for the purpose of effectuating the acquisition and holding the equity interests in Meridian post-closing. The Borrower's formation filing with the Delaware Secretary of State is pending (anticipated DE SOS File No. 7531209), and an application for a federal employer identification number has been submitted (anticipated EIN: 93-4718206).

Guarantors. The obligations under the Facility will be guaranteed by (a) Solara Digital Infrastructure LP, pursuant to a limited recourse sponsor guaranty, (b) Meridian Cloud Solutions Inc. (post-closing), and (c) each of Meridian's material domestic subsidiaries, to be identified during the due diligence process and confirmed prior to closing.

Lender's Counsel. Brindoval has engaged Broadwick & Thayer LLP as lender's counsel. The Broadwick & Thayer team is led by Catherine Hartwell, Partner, and James Okoro, Senior Associate. Broadwick & Thayer is a New York limited liability partnership headquartered at 51 West 52nd Street, 30th Floor, New York, New York 10019.

Borrower's Counsel. Calderwood & Harkness LLP represents the Borrower and the Sponsor in connection with the Facility and the broader acquisition transaction. Philip Hartmann, Partner, serves as the Responsible Partner. Calderwood & Harkness LLP is a New York limited liability partnership headquartered at One Liberty Plaza, 44th Floor, New York, New York 10006.

Key Economic Terms. As set forth in the term sheet received from Brindoval on March 21, 2026, the Facility will have a maturity date of June 30, 2033, representing a seven-year term from the targeted closing date of June 30, 2026. The interest rate under the Facility is Adjusted Term SOFR plus 475 basis points, subject to a SOFR floor of 1.00% and a SOFR credit spread adjustment of 10 basis points.

Governing Law and Forum. The term sheet specifies that the governing law of the credit agreement and related loan documents shall be the law of the State of New York and that disputes shall be subject to exclusive jurisdiction in the federal and state courts located in the Borough of Manhattan, New York, New York. The analysis below addresses the enforceability and appropriateness of these provisions.

III. Analysis — New York General Obligations Law Section 5-1401

A. Statutory Framework

New York General Obligations Law Section 5-1401 (the "GOL § 5-1401") is the foundational statutory provision supporting the enforceability of contractual choice-of-law clauses selecting New York law. The statute provides, in relevant part:

"The parties to any contract, agreement or undertaking, contingent or otherwise, in consideration of, or relating to any obligation arising out of a transaction covering in the aggregate not less than two hundred fifty thousand dollars . . . may agree that the law of this state shall govern their rights and duties in whole or in part, whether or not such contract, agreement or undertaking bears a reasonable relationship to this state."

GOL § 5-1401 was enacted in 1984 as part of a deliberate legislative effort to reinforce and preserve New York's preeminence as a center for commercial and financial transactions, both domestically and internationally. The statute was specifically designed to provide certainty to parties engaged in significant commercial agreements who elect New York law as the governing law of their contractual arrangements, by eliminating the risk that a New York court would decline to honor a New York choice-of-law provision on the ground that the transaction lacks a "reasonable relationship" to the State of New York. Prior to the enactment of GOL § 5-1401, New York courts applied a "reasonable relationship" or "grouping of contacts" analysis under traditional conflicts-of-law principles, creating uncertainty for parties to transactions with limited physical connections to the state. The statute abrogated that requirement for contracts meeting the monetary threshold, thereby encouraging parties to large-scale commercial and financial transactions to select New York law with confidence.

The $250,000 threshold established in GOL § 5-1401 has remained unchanged since the statute's enactment. For transactions meeting this threshold, the choice of New York law is given effect without inquiry into whether the transaction or the parties have any other connection to the State of New York. This reflects New York's strong public policy in favor of party autonomy in the selection of governing law for commercial transactions.

B. Application to the Facility

The Facility involves a $200,000,000 senior secured term loan, which vastly exceeds the $250,000 statutory threshold established by GOL § 5-1401. The Facility amount is approximately eight hundred times the statutory minimum. Accordingly, the parties' contractual choice of New York law as the governing law for the credit agreement and related loan documents will be honored by New York courts without any further inquiry into the nature or extent of the transaction's connection to the State of New York.

It is worth noting, however, that even under a traditional "reasonable relationship" or "grouping of contacts" analysis, significant New York connections exist in this transaction. Specifically:

(a) Brindoval National Bank, N.A., the Lead Arranger, Sole Bookrunner, and Administrative Agent, maintains its principal office at 383 Madison Avenue, 14th Floor, New York, New York 10179;

(b) Broadwick & Thayer LLP, lender's counsel, is a New York limited liability partnership headquartered at 51 West 52nd Street, 30th Floor, New York, New York 10019;

(c) Calderwood & Harkness LLP, counsel to the Borrower and the Sponsor, is a New York limited liability partnership headquartered at One Liberty Plaza, 44th Floor, New York, New York 10006;

(d) Harborstone Capital Partners LLC, an anticipated co-lender in the syndication, is located at 600 Lexington Avenue, Suite 3100, New York, New York 10022; and

(e) Pinnacle Ridge Credit Fund II LP, another anticipated syndication participant, is located at 200 Clarendon Street, 42nd Floor, Boston, Massachusetts 02116. While not New York-based, Pinnacle Ridge's participation does not diminish the transaction's overall connection to New York.

These connections, while not required under GOL § 5-1401, provide additional support for the appropriateness of the New York governing law selection and would satisfy any traditional conflicts-of-law analysis if such an analysis were ever applied.

With respect to the Borrower and the target, we note that the Borrower (Solara Digital Acquisition Holdings LLC) is a Delaware limited liability company, Meridian Cloud Solutions Inc. is a Delaware corporation, and Solara Digital Infrastructure LP is a Delaware limited partnership. The election of New York governing law by Delaware entities does not give rise to any conflict with Delaware law. Delaware has a similar and complementary policy of honoring contractual choice-of-law provisions in commercial transactions. Specifically, 6 Del. C. § 2708 provides that parties to any contract or agreement relating to a transaction involving not less than $100,000 may agree that the laws of a particular state shall govern the contract, regardless of whether the contract bears a reasonable relationship to that state. Accordingly, neither Delaware courts nor New York courts would be expected to refuse to honor the parties' selection of New York law on the basis that the transacting entities are organized under Delaware law.

For the avoidance of doubt, all loan documents — including the credit agreement, pledge agreements, security agreements, guaranty agreements (including the limited recourse sponsor guaranty), fee letter, and all other ancillary agreements — should specify New York as the governing law for the purpose of maintaining consistency across the documentation package. The sole exception relates to matters of UCC filing and security interest perfection, which are governed by the law of the jurisdiction in which the relevant filings are made. For both the Borrower and Meridian, the applicable UCC filing jurisdiction is the State of Delaware (specifically, filings with the Delaware Secretary of State), as discussed further in Section III.C below.

C. Exceptions and Carve-Outs

While GOL § 5-1401 provides broad support for the parties' choice of New York law, certain categories of issues fall outside the scope of the contractual choice-of-law provision. These exceptions and carve-outs are standard and do not raise concerns in the context of this transaction.

Mandatory Provisions of Other States' Laws. GOL § 5-1401 does not override the mandatory provisions of other states' laws that may apply irrespective of the parties' contractual choice of law. The most commonly cited example is the potential applicability of usury laws in jurisdictions other than New York, as well as certain consumer protection statutes that may have extraterritorial effect. Neither of these exceptions is applicable to the Facility. The Borrower is a sophisticated commercial entity, organized for the specific purpose of effecting a leveraged acquisition, and the Facility is a commercial lending transaction of substantial size. New York's usury limitations (which apply primarily to loans of $250,000 or less under New York Banking Law § 14-a and the general civil usury ceiling under GOL § 5-501) are not implicated by a $200,000,000 institutional credit facility. Moreover, because Brindoval National Bank, N.A. is a national banking association, federal preemption under 12 U.S.C. § 85 provides an additional safeguard against state usury challenges.

UCC Perfection and Security Interest Matters. The creation, attachment, and perfection of security interests in the collateral package will be governed by the applicable provisions of Article 9 of the Uniform Commercial Code as adopted in the relevant filing jurisdiction. Under UCC § 9-301, the local law of the jurisdiction in which the debtor is located governs perfection and the effect of perfection or non-perfection of security interests. Because both the Borrower and Meridian are organized under the laws of the State of Delaware, the applicable UCC filing jurisdiction for the filing of UCC-1 financing statements is the Delaware Secretary of State. The New York governing law clause in the credit agreement should include a customary carve-out acknowledging that matters relating to the perfection, priority, and enforcement of security interests are governed by the UCC of the applicable jurisdiction, rather than by the law specified in the governing law clause.

Real Property. If any real property is included in the collateral package, matters relating to liens, mortgages, and similar encumbrances on real property would be governed by the law of the situs of the property (i.e., the jurisdiction where the real property is located). Based on our preliminary understanding of Meridian's business model — which is a SaaS and cloud-native platform — Meridian does not own material real property, and we do not anticipate that real property collateral will constitute a significant component of the collateral package. This should be confirmed during the due diligence process.

intellectual Property. Meridian holds a portfolio of federal intellectual property registrations, including patents and trademarks registered with the United States Patent and Trademark Office ("USPTO"). Security interests in federally registered intellectual property require filings with the USPTO under applicable federal law, separate from and in addition to UCC financing statements filed with the Delaware Secretary of State. The IP Security Agreement should address both the federal filing requirements and the UCC requirements, and the governing law clause in the IP Security Agreement should acknowledge the applicability of federal law to IP-related perfection matters.

IV. Analysis — Forum Selection (Exclusive Jurisdiction)

A. Proposed Forum Selection Clause

The term sheet received from Brindoval on March 21, 2026 specifies that the credit agreement and related loan documents shall provide for exclusive jurisdiction in the federal and state courts located in the Borough of Manhattan, New York, New York. The relevant courts are:

(a) Federal Courts: The United States District Court for the Southern District of New York (Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, New York 10007); and

(b) State Courts: The Supreme Court of the State of New York, County of New York (60 Centre Street, New York, New York 10007).

This forum selection is market standard for leveraged acquisition financings governed by New York law. The vast majority of syndicated credit facilities documented under New York law include an exclusive Manhattan forum selection clause, reflecting the parties' expectation that disputes arising under the loan documents will be adjudicated by courts with deep experience in complex commercial and financial litigation. The Southern District of New York and the New York Supreme Court, Commercial Division (New York County), are widely regarded as among the most experienced and sophisticated forums for the resolution of disputes arising under commercial lending agreements.

B. Enforceability Under NY Law

GOL § 5-1402. New York General Obligations Law Section 5-1402 complements GOL § 5-1401 by providing that any person or entity who agrees, in a contract governed by New York law pursuant to GOL § 5-1401, to submit to the jurisdiction of the courts of the State of New York, shall not be permitted to challenge jurisdiction in any action arising out of or relating to such contract on the basis of inconvenient forum, lack of subject matter jurisdiction, lack of in personam jurisdiction over the parties, or any similar defense. GOL § 5-1402 applies to contracts, agreements, or undertakings involving not less than $1,000,000 in the aggregate.

The Facility amount of $200,000,000 far exceeds the $1,000,000 threshold under GOL § 5-1402. Accordingly, any party that consents to jurisdiction in the New York courts under the credit agreement will be precluded from challenging jurisdiction on the grounds of inconvenient forum, absence of personal jurisdiction, or other similar defenses. This provision provides important certainty to the lending syndicate and the Administrative Agent, ensuring that disputes under the loan documents will be resolved in the agreed-upon forum.

Federal Enforceability. In the federal courts, forum selection clauses in commercial contracts between sophisticated parties are presumptively valid and enforceable under the line of authority established in The Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972), and its progeny. Under Bremen, a forum selection clause will be enforced unless the party opposing enforcement establishes that (a) the clause was obtained through fraud or overreaching, (b) enforcement would contravene a strong public policy of the forum, or (c) the chosen forum would be so gravely difficult and inconvenient that the challenging party would be effectively deprived of its day in court. None of these circumstances are present in this transaction. The forum selection clause was included in the term sheet provided by a nationally recognized institutional lender to a well-capitalized private equity sponsor, both parties are represented by sophisticated counsel, and there are no facts suggesting fraud, overreaching, or public policy concerns that would warrant non-enforcement.

The Supreme Court reaffirmed the Bremen framework in Atlantic Marine Construction Co. v. United States District Court for the Western District of Texas, 571 U.S. 49 (2013), holding that a valid forum selection clause should be given controlling weight in all but the most exceptional cases. In the context of a negotiated credit facility between institutional parties, a challenge to the enforceability of a Manhattan forum selection clause would be exceedingly unlikely to succeed.

Delaware Entities Submitting to New York Jurisdiction. The fact that the Borrower, Meridian, and the Sponsor are organized under the laws of the State of Delaware does not present any impediment to the enforceability of the Manhattan forum selection clause. Delaware courts routinely enforce forum selection clauses in commercial lending transactions, and Delaware's own Chancery Court and Superior Court have a long history of respecting the contractual choices of sophisticated commercial parties. The Borrower's consent to New York jurisdiction will be explicitly set forth in the credit agreement, and each Guarantor's consent will be set forth in the applicable guaranty agreement. These consents constitute valid and enforceable submissions to personal jurisdiction in New York.

C. Service of Process

We recommend that the credit agreement and each of the ancillary loan documents include standard provisions governing service of process on the Borrower, the Guarantors, and other loan parties. Specifically, the loan documents should include provisions permitting service of process by registered or certified mail, return receipt requested, to the addresses set forth in the notices section of the credit agreement, with an additional provision confirming that service may also be effected by any other means permitted by applicable law (including personal service and service pursuant to the New York Civil Practice Law and Rules or the Federal Rules of Civil Procedure, as applicable).

The addresses for notices currently anticipated are as follows:

(a) Borrower (Solara Digital Acquisition Holdings LLC): Address to be confirmed upon formation of the entity. Pending confirmation, notices may be directed to the Sponsor's address.

(b) Sponsor (Solara Digital Infrastructure LP): 1700 Market Street, Suite 2400, Wilmington, Delaware 19801.

(d) Administrative Agent (Brindoval National Bank, N.A.): 383 Madison Avenue, 14th Floor, New York, New York 10179.

We further recommend that the credit agreement include a provision requiring the Borrower and each Guarantor to appoint an agent for service of process in the State of New York, to the extent that any such party does not maintain a registered office or place of business in the State of New York. This is a standard provision in credit agreements with non-New York domiciled borrowers and guarantors and ensures that service can be effected efficiently in the event of litigation. The Borrower, Meridian, and the Sponsor are each organized under the laws of the State of Delaware and do not, to our present knowledge, maintain a registered office in New York. The designation of an agent for service of process — typically a commercial registered agent service with a New York office — should be addressed during the documentation process.

V. Jury Trial Waiver

The term sheet provided by Brindoval includes a mutual waiver of the right to trial by jury, and we recommend that the credit agreement and all related loan documents include a corresponding jury trial waiver provision. The waiver should be mutual, applying to all parties — including the Borrower, each Guarantor, the Administrative Agent, and each Lender — with respect to any action, proceeding, or counterclaim arising out of or relating to the loan documents.

Jury trial waivers are standard provisions in commercial credit facilities and are routinely enforced by New York courts. The enforceability of pre-dispute jury trial waivers in New York is well established. New York courts will enforce such waivers where they are knowing, voluntary, and intelligent. See, e.g., Northpoint Financial Bank of New York, N.A. v. Heady Elec. Co., 174 A.D.2d 963 (3d Dep't 1991); Societe Nationale D'Exploitation Industrielle Des Tabacs Et Allumettes v. Salomon Brothers International Ltd., 268 A.D.2d 373 (1st Dep't 2000). In the context of a negotiated $200,000,000 credit facility between a private equity sponsor with substantial experience in leveraged acquisition transactions and institutional lenders represented by sophisticated counsel, the standard for a knowing, voluntary, and intelligent waiver is readily met.

Federal courts in the Southern District of New York likewise enforce contractual jury trial waivers in commercial disputes, recognizing that such waivers reflect the considered judgment of the parties and promote the efficient resolution of complex financial litigation. See, e.g., Morgan Guaranty Trust Co. of New York v. Crane, 36 F. Supp. 2d 602 (S.D.N.Y. 1999); ICD Group, Inc. v. Israel Foreign Trade Co. (USA), Inc., 1990 U.S. Dist. Calderon Systems 2592 (S.D.N.Y. 1990).

To ensure enforceability, we recommend that the jury trial waiver provision be set forth in a separate, conspicuous section of the credit agreement, printed in capitalized text or otherwise prominently displayed, consistent with market practice. The provision should clearly state that each party has reviewed the waiver with its own counsel and voluntarily agrees to waive the right to a jury trial. The same waiver should appear in each of the ancillary loan documents — the guaranty agreements, the security agreements, the pledge agreements, and any other documents to which the parties consent to jurisdiction and governing law.

VI. Ancillary Documents

For the avoidance of doubt and to ensure consistency across the documentation package, we confirm that all ancillary loan documents should contain governing law provisions selecting New York law, forum selection clauses specifying exclusive jurisdiction in the federal and state courts in the Borough of Manhattan, and mutual jury trial waiver provisions. The relevant documents include, without limitation:

(a) Credit Agreement — the principal financing document governing the Facility;

(b) Guaranty Agreement — including the limited recourse sponsor guaranty to be executed by Solara Digital Infrastructure LP, as well as the full guaranties to be executed by Meridian (post-closing) and each of Meridian's material domestic subsidiaries;

(c) Pledge Agreement — covering the pledge of equity interests, including one hundred percent (100%) of the equity interests in domestic subsidiaries and sixty-five percent (65%) of the equity interests in first-tier foreign subsidiaries (if any), consistent with market practice for leveraged acquisition financings;

(d) Security Agreement — covering accounts receivable, equipment, deposit accounts, general intangibles, intellectual property, and other assets constituting the collateral package;

(e) IP Security Agreement — covering security interests in federally registered patents, trademarks, and other intellectual property of the Borrower and the Guarantors;

(f) Fee Letter — setting forth the arrangement fee of 1.50% of the aggregate Facility commitments ($3,000,000) and a structuring fee of $500,000, each payable to Brindoval at closing;

(g) Deposit Account Control Agreements ("DACAs") — we note that DACAs for deposit accounts maintained at depository banks other than Brindoval may be governed by the law of the state in which the applicable depository bank is located, as certain depository banks require that their form DACAs be governed by local law. This should be confirmed with each depository bank during the closing process, and any departures from New York governing law in the DACAs should be flagged and reviewed;

(h) Intercreditor Agreements — if applicable, in the event that the capital structure includes subordinated or mezzanine debt in addition to the senior secured term loan;

In addition, the Commitment Letter to be executed by Brindoval and the Borrower (execution is currently targeted for April 18, 2026, with an expiration date of June 2, 2026) should likewise specify New York governing law and exclusive Manhattan forum selection. This is consistent with market practice and ensures that any disputes arising under the Commitment Letter prior to the execution of the definitive credit agreement are subject to the same governing law and forum provisions that will govern the loan documents.

VII. Recommendation

Based on the analysis set forth above, we confirm the following:

1. No issues have been identified with the selection of New York governing law and exclusive Manhattan forum for the credit agreement and related loan documents.

2. GOL §§ 5-1401 and 5-1402 fully support the parties' choice of law and forum. The aggregate Facility value of $200,000,000 far exceeds the applicable statutory thresholds of $250,000 (for governing law under § 5-1401) and $1,000,000 (for forum selection under § 5-1402), respectively.

3. Significant nexus to New York exists through Brindoval's principal office in New York, both law firms (Calderwood & Harkness LLP and Broadwick & Thayer LLP, each a New York limited liability partnership), and the anticipated participation of Harborstone Capital Partners LLC and other New York-based syndication participants.

4. The jury trial waiver contemplated by the term sheet is standard, appropriate, and enforceable in the context of a negotiated commercial credit facility of this nature and size.

5. UCC perfection matters should reference the applicable filing jurisdiction (the Delaware Secretary of State) and should be carved out from the New York governing law clause to the extent necessary to ensure that the perfection, priority, and enforcement of security interests are governed by the UCC of the relevant jurisdiction. Federal IP filing requirements at the USPTO should likewise be acknowledged.

6. No changes to the governing law and forum selection provisions in the Brindoval term sheet are recommended. The provisions as drafted are market standard, legally supportable, and in the Borrower's interest. The selection of New York law provides the Borrower and the Sponsor with the benefit of a mature, predictable, and well-developed body of commercial law jurisprudence, which provides greater certainty to all parties in the interpretation and enforcement of the loan documents.

We are available to discuss this memorandum and any related matters at your convenience.

VIII. Distribution and Confidentiality Notice

This memorandum has been prepared for the internal use of Calderwood & Harkness LLP only and is subject to the attorney-client privilege and the protections of the attorney work product doctrine. This memorandum should not be distributed to any person outside of the firm, including the client, without the prior approval of the Responsible Partner (Philip Hartmann). The contents of this memorandum reflect preliminary legal analysis and are not intended to constitute, and should not be construed as, formal legal advice to any party. Any dissemination, distribution, or copying of this memorandum, or the information contained herein, by any person other than an authorized attorney or staff member of Calderwood & Harkness LLP working on the referenced matter, is strictly prohibited.

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

Prepared by:

________________________________________

Marcus Leung Working Associate, Banking & Finance Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, New York 10006 Direct: (212) 555-4837 mleung@calderwoodharkness.com

Reviewed by:

________________________________________

Lisa Morrow Lead Associate, Banking & Finance Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, New York 10006 Direct: (212) 555-3921 lmorrow@calderwoodharkness.com

MEMORANDUM — PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Lisa Morrow, Lead Associate, Banking & Finance
FROM: Marcus Leung, Working Associate, Banking & Finance
DATE: March 26, 2026
RE: Governing Law and Forum Selection Analysis — $200,000,000 Senior Secured Term Loan Facility — Solara Digital Acquisition Holdings LLC
MATTER NO.: 1041-00002
CLIENT NO.: CL-081273
REVIEWED BY: Lisa Morrow
I. Purpose and Summary
This memorandum has been prepared at the request of Lisa Morrow in connection with the firm's representation of Solara Digital Acquisition Holdings LLC (the "Borrower") and Solara Digital Infrastructure LP ("Solara" or the "Sponsor") in the negotiation and documentation of a $200,000,000 Senior Secured Term Loan Facility (the "Facility"). The purpose of this memorandum is to confirm the appropriateness and enforceability of New York law as the governing law for the Facility and the related loan documents to be entered into by the Borrower, a Delaware limited liability company, in connection with the acquisition of Meridian Cloud Solutions Inc. ("Meridian"), a Delaware corporation. The Facility is being arranged by Brindoval National Bank, N.A. ("Brindoval"), which will serve as Lead Arranger, Sole Bookrunner, and Administrative Agent under the credit agreement.
In addition to the governing law analysis, this memorandum confirms that the selection of exclusive jurisdiction in the federal and state courts located in the Borough of Manhattan, New York, New York, as specified in the term sheet received from Brindoval, is appropriate and enforceable under applicable statutory authority and prevailing case law. The memorandum further addresses the enforceability of standard jury trial waiver provisions that will be included in the credit agreement and related loan documents, as well as ancillary considerations arising from the fact that Delaware-organized entities are electing New York law and a New York forum for the resolution of disputes under the loan documents.
As a preliminary matter, no significant issues have been identified in connection with the proposed governing law, forum selection, or jury trial waiver provisions. The selection of New York governing law and exclusive Manhattan forum is market standard for leveraged acquisition financing transactions of this nature and size. The provisions are legally supportable under New York General Obligations Law §§ 5-1401 and 5-1402, and are consistent with the expectations of both the Borrower and the lending syndicate. This memorandum is intended to be a brief, confirmatory analysis, and no changes to the governing law and forum selection provisions in the Brindoval term sheet are recommended at this time.
II. Background — Transaction Summary
The following background is provided for context and is based upon the executed term sheet received from Brindoval on March 21, 2026, the Sponsor's internal investment committee memorandum dated February 28, 2026, and preliminary discussions with counsel to the lender.
Acquisition. Solara Digital Infrastructure LP, a Delaware limited partnership, through its current fund, Solara Digital Infrastructure Fund IV LP ("Fund IV"), is acquiring one hundred percent (100%) of the equity interests of Meridian Cloud Solutions Inc. for an aggregate enterprise value of $315,000,000. Meridian is a Delaware corporation operating a software-as-a-service (SaaS) and cloud infrastructure platform, with its principal offices located at 450 Technology Parkway, Suite 800, Austin, Texas 78759.
Financing Structure. The acquisition is to be financed through a combination of (a) a $200,000,000 senior secured term loan arranged by Brindoval National Bank, N.A. (principal office: 383 Madison Avenue, 14th Floor, New York, New York 10179) and (b) an equity contribution of approximately $130,000,000 from Fund IV. The remaining portion of the enterprise value is expected to be satisfied through Meridian's existing cash on the balance sheet at closing and customary transaction adjustments.
Borrower. The Borrower is Solara Digital Acquisition Holdings LLC, a newly formed Delaware limited liability company organized for the purpose of effectuating the acquisition and holding the equity interests in Meridian post-closing. The Borrower's formation filing with the Delaware Secretary of State is pending (anticipated DE SOS File No. 7531209), and an application for a federal employer identification number has been submitted (anticipated EIN: 93-4718206).
Guarantors. The obligations under the Facility will be guaranteed by (a) Solara Digital Infrastructure LP, pursuant to a limited recourse sponsor guaranty, (b) Meridian Cloud Solutions Inc. (post-closing), and (c) each of Meridian's material domestic subsidiaries, to be identified during the due diligence process and confirmed prior to closing.
Lender's Counsel. Brindoval has engaged Broadwick & Thayer LLP as lender's counsel. The Broadwick & Thayer team is led by Catherine Hartwell, Partner, and James Okoro, Senior Associate. Broadwick & Thayer is a New York limited liability partnership headquartered at 51 West 52nd Street, 30th Floor, New York, New York 10019.
Borrower's Counsel. Calderwood & Harkness LLP represents the Borrower and the Sponsor in connection with the Facility and the broader acquisition transaction. Philip Hartmann, Partner, serves as the Responsible Partner. Calderwood & Harkness LLP is a New York limited liability partnership headquartered at One Liberty Plaza, 44th Floor, New York, New York 10006.
Key Economic Terms. As set forth in the term sheet received from Brindoval on March 21, 2026, the Facility will have a maturity date of June 30, 2033, representing a seven-year term from the targeted closing date of June 30, 2026. The interest rate under the Facility is Adjusted Term SOFR plus 475 basis points, subject to a SOFR floor of 1.00% and a SOFR credit spread adjustment of 10 basis points.
Governing Law and Forum. The term sheet specifies that the governing law of the credit agreement and related loan documents shall be the law of the State of New York and that disputes shall be subject to exclusive jurisdiction in the federal and state courts located in the Borough of Manhattan, New York, New York. The analysis below addresses the enforceability and appropriateness of these provisions.
III. Analysis — New York General Obligations Law Section 5-1401
A. Statutory Framework
New York General Obligations Law Section 5-1401 (the "GOL § 5-1401") is the foundational statutory provision supporting the enforceability of contractual choice-of-law clauses selecting New York law. The statute provides, in relevant part:
"The parties to any contract, agreement or undertaking, contingent or otherwise, in consideration of, or relating to any obligation arising out of a transaction covering in the aggregate not less than two hundred fifty thousand dollars . . . may agree that the law of this state shall govern their rights and duties in whole or in part, whether or not such contract, agreement or undertaking bears a reasonable relationship to this state."
GOL § 5-1401 was enacted in 1984 as part of a deliberate legislative effort to reinforce and preserve New York's preeminence as a center for commercial and financial transactions, both domestically and internationally. The statute was specifically designed to provide certainty to parties engaged in significant commercial agreements who elect New York law as the governing law of their contractual arrangements, by eliminating the risk that a New York court would decline to honor a New York choice-of-law provision on the ground that the transaction lacks a "reasonable relationship" to the State of New York. Prior to the enactment of GOL § 5-1401, New York courts applied a "reasonable relationship" or "grouping of contacts" analysis under traditional conflicts-of-law principles, creating uncertainty for parties to transactions with limited physical connections to the state. The statute abrogated that requirement for contracts meeting the monetary threshold, thereby encouraging parties to large-scale commercial and financial transactions to select New York law with confidence.
The $250,000 threshold established in GOL § 5-1401 has remained unchanged since the statute's enactment. For transactions meeting this threshold, the choice of New York law is given effect without inquiry into whether the transaction or the parties have any other connection to the State of New York. This reflects New York's strong public policy in favor of party autonomy in the selection of governing law for commercial transactions.
B. Application to the Facility
The Facility involves a $200,000,000 senior secured term loan, which vastly exceeds the $250,000 statutory threshold established by GOL § 5-1401. The Facility amount is approximately eight hundred times the statutory minimum. Accordingly, the parties' contractual choice of New York law as the governing law for the credit agreement and related loan documents will be honored by New York courts without any further inquiry into the nature or extent of the transaction's connection to the State of New York.
It is worth noting, however, that even under a traditional "reasonable relationship" or "grouping of contacts" analysis, significant New York connections exist in this transaction. Specifically:
(a) Brindoval National Bank, N.A., the Lead Arranger, Sole Bookrunner, and Administrative Agent, maintains its principal office at 383 Madison Avenue, 14th Floor, New York, New York 10179;
(b) Broadwick & Thayer LLP, lender's counsel, is a New York limited liability partnership headquartered at 51 West 52nd Street, 30th Floor, New York, New York 10019;
(c) Calderwood & Harkness LLP, counsel to the Borrower and the Sponsor, is a New York limited liability partnership headquartered at One Liberty Plaza, 44th Floor, New York, New York 10006;
(d) Harborstone Capital Partners LLC, an anticipated co-lender in the syndication, is located at 600 Lexington Avenue, Suite 3100, New York, New York 10022; and
(e) Pinnacle Ridge Credit Fund II LP, another anticipated syndication participant, is located at 200 Clarendon Street, 42nd Floor, Boston, Massachusetts 02116. While not New York-based, Pinnacle Ridge's participation does not diminish the transaction's overall connection to New York.
These connections, while not required under GOL § 5-1401, provide additional support for the appropriateness of the New York governing law selection and would satisfy any traditional conflicts-of-law analysis if such an analysis were ever applied.
With respect to the Borrower and the target, we note that the Borrower (Solara Digital Acquisition Holdings LLC) is a Delaware limited liability company, Meridian Cloud Solutions Inc. is a Delaware corporation, and Solara Digital Infrastructure LP is a Delaware limited partnership. The election of New York governing law by Delaware entities does not give rise to any conflict with Delaware law. Delaware has a similar and complementary policy of honoring contractual choice-of-law provisions in commercial transactions. Specifically, 6 Del. C. § 2708 provides that parties to any contract or agreement relating to a transaction involving not less than $100,000 may agree that the laws of a particular state shall govern the contract, regardless of whether the contract bears a reasonable relationship to that state. Accordingly, neither Delaware courts nor New York courts would be expected to refuse to honor the parties' selection of New York law on the basis that the transacting entities are organized under Delaware law.
For the avoidance of doubt, all loan documents — including the credit agreement, pledge agreements, security agreements, guaranty agreements (including the limited recourse sponsor guaranty), fee letter, and all other ancillary agreements — should specify New York as the governing law for the purpose of maintaining consistency across the documentation package. The sole exception relates to matters of UCC filing and security interest perfection, which are governed by the law of the jurisdiction in which the relevant filings are made. For both the Borrower and Meridian, the applicable UCC filing jurisdiction is the State of Delaware (specifically, filings with the Delaware Secretary of State), as discussed further in Section III.C below.
C. Exceptions and Carve-Outs
While GOL § 5-1401 provides broad support for the parties' choice of New York law, certain categories of issues fall outside the scope of the contractual choice-of-law provision. These exceptions and carve-outs are standard and do not raise concerns in the context of this transaction.
Mandatory Provisions of Other States' Laws. GOL § 5-1401 does not override the mandatory provisions of other states' laws that may apply irrespective of the parties' contractual choice of law. The most commonly cited example is the potential applicability of usury laws in jurisdictions other than New York, as well as certain consumer protection statutes that may have extraterritorial effect. Neither of these exceptions is applicable to the Facility. The Borrower is a sophisticated commercial entity, organized for the specific purpose of effecting a leveraged acquisition, and the Facility is a commercial lending transaction of substantial size. New York's usury limitations (which apply primarily to loans of $250,000 or less under New York Banking Law § 14-a and the general civil usury ceiling under GOL § 5-501) are not implicated by a $200,000,000 institutional credit facility. Moreover, because Brindoval National Bank, N.A. is a national banking association, federal preemption under 12 U.S.C. § 85 provides an additional safeguard against state usury challenges.
UCC Perfection and Security Interest Matters. The creation, attachment, and perfection of security interests in the collateral package will be governed by the applicable provisions of Article 9 of the Uniform Commercial Code as adopted in the relevant filing jurisdiction. Under UCC § 9-301, the local law of the jurisdiction in which the debtor is located governs perfection and the effect of perfection or non-perfection of security interests. Because both the Borrower and Meridian are organized under the laws of the State of Delaware, the applicable UCC filing jurisdiction for the filing of UCC-1 financing statements is the Delaware Secretary of State. The New York governing law clause in the credit agreement should include a customary carve-out acknowledging that matters relating to the perfection, priority, and enforcement of security interests are governed by the UCC of the applicable jurisdiction, rather than by the law specified in the governing law clause.
Real Property. If any real property is included in the collateral package, matters relating to liens, mortgages, and similar encumbrances on real property would be governed by the law of the situs of the property (i.e., the jurisdiction where the real property is located). Based on our preliminary understanding of Meridian's business model — which is a SaaS and cloud-native platform — Meridian does not own material real property, and we do not anticipate that real property collateral will constitute a significant component of the collateral package. This should be confirmed during the due diligence process.
intellectual Property. Meridian holds a portfolio of federal intellectual property registrations, including patents and trademarks registered with the United States Patent and Trademark Office ("USPTO"). Security interests in federally registered intellectual property require filings with the USPTO under applicable federal law, separate from and in addition to UCC financing statements filed with the Delaware Secretary of State. The IP Security Agreement should address both the federal filing requirements and the UCC requirements, and the governing law clause in the IP Security Agreement should acknowledge the applicability of federal law to IP-related perfection matters.
IV. Analysis — Forum Selection (Exclusive Jurisdiction)
A. Proposed Forum Selection Clause
The term sheet received from Brindoval on March 21, 2026 specifies that the credit agreement and related loan documents shall provide for exclusive jurisdiction in the federal and state courts located in the Borough of Manhattan, New York, New York. The relevant courts are:
(a) Federal Courts: The United States District Court for the Southern District of New York (Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, New York 10007); and
(b) State Courts: The Supreme Court of the State of New York, County of New York (60 Centre Street, New York, New York 10007).
This forum selection is market standard for leveraged acquisition financings governed by New York law. The vast majority of syndicated credit facilities documented under New York law include an exclusive Manhattan forum selection clause, reflecting the parties' expectation that disputes arising under the loan documents will be adjudicated by courts with deep experience in complex commercial and financial litigation. The Southern District of New York and the New York Supreme Court, Commercial Division (New York County), are widely regarded as among the most experienced and sophisticated forums for the resolution of disputes arising under commercial lending agreements.
B. Enforceability Under NY Law
GOL § 5-1402. New York General Obligations Law Section 5-1402 complements GOL § 5-1401 by providing that any person or entity who agrees, in a contract governed by New York law pursuant to GOL § 5-1401, to submit to the jurisdiction of the courts of the State of New York, shall not be permitted to challenge jurisdiction in any action arising out of or relating to such contract on the basis of inconvenient forum, lack of subject matter jurisdiction, lack of in personam jurisdiction over the parties, or any similar defense. GOL § 5-1402 applies to contracts, agreements, or undertakings involving not less than $1,000,000 in the aggregate.
The Facility amount of $200,000,000 far exceeds the $1,000,000 threshold under GOL § 5-1402. Accordingly, any party that consents to jurisdiction in the New York courts under the credit agreement will be precluded from challenging jurisdiction on the grounds of inconvenient forum, absence of personal jurisdiction, or other similar defenses. This provision provides important certainty to the lending syndicate and the Administrative Agent, ensuring that disputes under the loan documents will be resolved in the agreed-upon forum.
Federal Enforceability. In the federal courts, forum selection clauses in commercial contracts between sophisticated parties are presumptively valid and enforceable under the line of authority established in The Bremen v. Zapata Off-Shore Co., 407 U.S. 1 (1972), and its progeny. Under Bremen, a forum selection clause will be enforced unless the party opposing enforcement establishes that (a) the clause was obtained through fraud or overreaching, (b) enforcement would contravene a strong public policy of the forum, or (c) the chosen forum would be so gravely difficult and inconvenient that the challenging party would be effectively deprived of its day in court. None of these circumstances are present in this transaction. The forum selection clause was included in the term sheet provided by a nationally recognized institutional lender to a well-capitalized private equity sponsor, both parties are represented by sophisticated counsel, and there are no facts suggesting fraud, overreaching, or public policy concerns that would warrant non-enforcement.
The Supreme Court reaffirmed the Bremen framework in Atlantic Marine Construction Co. v. United States District Court for the Western District of Texas, 571 U.S. 49 (2013), holding that a valid forum selection clause should be given controlling weight in all but the most exceptional cases. In the context of a negotiated credit facility between institutional parties, a challenge to the enforceability of a Manhattan forum selection clause would be exceedingly unlikely to succeed.
Delaware Entities Submitting to New York Jurisdiction. The fact that the Borrower, Meridian, and the Sponsor are organized under the laws of the State of Delaware does not present any impediment to the enforceability of the Manhattan forum selection clause. Delaware courts routinely enforce forum selection clauses in commercial lending transactions, and Delaware's own Chancery Court and Superior Court have a long history of respecting the contractual choices of sophisticated commercial parties. The Borrower's consent to New York jurisdiction will be explicitly set forth in the credit agreement, and each Guarantor's consent will be set forth in the applicable guaranty agreement. These consents constitute valid and enforceable submissions to personal jurisdiction in New York.
C. Service of Process
We recommend that the credit agreement and each of the ancillary loan documents include standard provisions governing service of process on the Borrower, the Guarantors, and other loan parties. Specifically, the loan documents should include provisions permitting service of process by registered or certified mail, return receipt requested, to the addresses set forth in the notices section of the credit agreement, with an additional provision confirming that service may also be effected by any other means permitted by applicable law (including personal service and service pursuant to the New York Civil Practice Law and Rules or the Federal Rules of Civil Procedure, as applicable).
The addresses for notices currently anticipated are as follows:
(a) Borrower (Solara Digital Acquisition Holdings LLC): Address to be confirmed upon formation of the entity. Pending confirmation, notices may be directed to the Sponsor's address.
(b) Sponsor (Solara Digital Infrastructure LP): 1700 Market Street, Suite 2400, Wilmington, Delaware 19801.
(c) Meridian Cloud Solutions Inc.: 450 Technology Parkway, Suite 800, Austin, Texas 78759.
(d) Administrative Agent (Brindoval National Bank, N.A.): 383 Madison Avenue, 14th Floor, New York, New York 10179.
We further recommend that the credit agreement include a provision requiring the Borrower and each Guarantor to appoint an agent for service of process in the State of New York, to the extent that any such party does not maintain a registered office or place of business in the State of New York. This is a standard provision in credit agreements with non-New York domiciled borrowers and guarantors and ensures that service can be effected efficiently in the event of litigation. The Borrower, Meridian, and the Sponsor are each organized under the laws of the State of Delaware and do not, to our present knowledge, maintain a registered office in New York. The designation of an agent for service of process — typically a commercial registered agent service with a New York office — should be addressed during the documentation process.
V. Jury Trial Waiver
The term sheet provided by Brindoval includes a mutual waiver of the right to trial by jury, and we recommend that the credit agreement and all related loan documents include a corresponding jury trial waiver provision. The waiver should be mutual, applying to all parties — including the Borrower, each Guarantor, the Administrative Agent, and each Lender — with respect to any action, proceeding, or counterclaim arising out of or relating to the loan documents.
Jury trial waivers are standard provisions in commercial credit facilities and are routinely enforced by New York courts. The enforceability of pre-dispute jury trial waivers in New York is well established. New York courts will enforce such waivers where they are knowing, voluntary, and intelligent. See, e.g., Northpoint Financial Bank of New York, N.A. v. Heady Elec. Co., 174 A.D.2d 963 (3d Dep't 1991); Societe Nationale D'Exploitation Industrielle Des Tabacs Et Allumettes v. Salomon Brothers International Ltd., 268 A.D.2d 373 (1st Dep't 2000). In the context of a negotiated $200,000,000 credit facility between a private equity sponsor with substantial experience in leveraged acquisition transactions and institutional lenders represented by sophisticated counsel, the standard for a knowing, voluntary, and intelligent waiver is readily met.
Federal courts in the Southern District of New York likewise enforce contractual jury trial waivers in commercial disputes, recognizing that such waivers reflect the considered judgment of the parties and promote the efficient resolution of complex financial litigation. See, e.g., Morgan Guaranty Trust Co. of New York v. Crane, 36 F. Supp. 2d 602 (S.D.N.Y. 1999); ICD Group, Inc. v. Israel Foreign Trade Co. (USA), Inc., 1990 U.S. Dist. Calderon Systems 2592 (S.D.N.Y. 1990).
To ensure enforceability, we recommend that the jury trial waiver provision be set forth in a separate, conspicuous section of the credit agreement, printed in capitalized text or otherwise prominently displayed, consistent with market practice. The provision should clearly state that each party has reviewed the waiver with its own counsel and voluntarily agrees to waive the right to a jury trial. The same waiver should appear in each of the ancillary loan documents — the guaranty agreements, the security agreements, the pledge agreements, and any other documents to which the parties consent to jurisdiction and governing law.
VI. Ancillary Documents
For the avoidance of doubt and to ensure consistency across the documentation package, we confirm that all ancillary loan documents should contain governing law provisions selecting New York law, forum selection clauses specifying exclusive jurisdiction in the federal and state courts in the Borough of Manhattan, and mutual jury trial waiver provisions. The relevant documents include, without limitation:
(a) Credit Agreement — the principal financing document governing the Facility;
(b) Guaranty Agreement — including the limited recourse sponsor guaranty to be executed by Solara Digital Infrastructure LP, as well as the full guaranties to be executed by Meridian (post-closing) and each of Meridian's material domestic subsidiaries;
(c) Pledge Agreement — covering the pledge of equity interests, including one hundred percent (100%) of the equity interests in domestic subsidiaries and sixty-five percent (65%) of the equity interests in first-tier foreign subsidiaries (if any), consistent with market practice for leveraged acquisition financings;
(d) Security Agreement — covering accounts receivable, equipment, deposit accounts, general intangibles, intellectual property, and other assets constituting the collateral package;
(e) IP Security Agreement — covering security interests in federally registered patents, trademarks, and other intellectual property of the Borrower and the Guarantors;
(f) Fee Letter — setting forth the arrangement fee of 1.50% of the aggregate Facility commitments ($3,000,000) and a structuring fee of $500,000, each payable to Brindoval at closing;
(g) Deposit Account Control Agreements ("DACAs") — we note that DACAs for deposit accounts maintained at depository banks other than Brindoval may be governed by the law of the state in which the applicable depository bank is located, as certain depository banks require that their form DACAs be governed by local law. This should be confirmed with each depository bank during the closing process, and any departures from New York governing law in the DACAs should be flagged and reviewed;
(h) Intercreditor Agreements — if applicable, in the event that the capital structure includes subordinated or mezzanine debt in addition to the senior secured term loan;
In addition, the Commitment Letter to be executed by Brindoval and the Borrower (execution is currently targeted for April 18, 2026, with an expiration date of June 2, 2026) should likewise specify New York governing law and exclusive Manhattan forum selection. This is consistent with market practice and ensures that any disputes arising under the Commitment Letter prior to the execution of the definitive credit agreement are subject to the same governing law and forum provisions that will govern the loan documents.
VII. Recommendation
Based on the analysis set forth above, we confirm the following:
1. No issues have been identified with the selection of New York governing law and exclusive Manhattan forum for the credit agreement and related loan documents.
2. GOL §§ 5-1401 and 5-1402 fully support the parties' choice of law and forum. The aggregate Facility value of $200,000,000 far exceeds the applicable statutory thresholds of $250,000 (for governing law under § 5-1401) and $1,000,000 (for forum selection under § 5-1402), respectively.
3. Significant nexus to New York exists through Brindoval's principal office in New York, both law firms (Calderwood & Harkness LLP and Broadwick & Thayer LLP, each a New York limited liability partnership), and the anticipated participation of Harborstone Capital Partners LLC and other New York-based syndication participants.
4. The jury trial waiver contemplated by the term sheet is standard, appropriate, and enforceable in the context of a negotiated commercial credit facility of this nature and size.
5. UCC perfection matters should reference the applicable filing jurisdiction (the Delaware Secretary of State) and should be carved out from the New York governing law clause to the extent necessary to ensure that the perfection, priority, and enforcement of security interests are governed by the UCC of the relevant jurisdiction. Federal IP filing requirements at the USPTO should likewise be acknowledged.
6. No changes to the governing law and forum selection provisions in the Brindoval term sheet are recommended. The provisions as drafted are market standard, legally supportable, and in the Borrower's interest. The selection of New York law provides the Borrower and the Sponsor with the benefit of a mature, predictable, and well-developed body of commercial law jurisprudence, which provides greater certainty to all parties in the interpretation and enforcement of the loan documents.
We are available to discuss this memorandum and any related matters at your convenience.
VIII. Distribution and Confidentiality Notice
This memorandum has been prepared for the internal use of Calderwood & Harkness LLP only and is subject to the attorney-client privilege and the protections of the attorney work product doctrine. This memorandum should not be distributed to any person outside of the firm, including the client, without the prior approval of the Responsible Partner (Philip Hartmann). The contents of this memorandum reflect preliminary legal analysis and are not intended to constitute, and should not be construed as, formal legal advice to any party. Any dissemination, distribution, or copying of this memorandum, or the information contained herein, by any person other than an authorized attorney or staff member of Calderwood & Harkness LLP working on the referenced matter, is strictly prohibited.
Matter No.: 1041-00002 Client No.: CL-081273
Prepared by:
________________________________________
Marcus Leung Working Associate, Banking & Finance Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, New York 10006 Direct: (212) 555-4837 mleung@calderwoodharkness.com
Reviewed by:
________________________________________
Lisa Morrow Lead Associate, Banking & Finance Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, New York 10006 Direct: (212) 555-3921 lmorrow@calderwoodharkness.com

MEMORANDUM — PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

MATTER NO.: 1041-00002

CLIENT NO.: CL-081273

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