Contract analysis

I. EXECUTIVE SUMMARY The purpose of this memorandum is to provide a comprehensive summary of the outcome of the Federal Trade Commission ("FTC") Second Request investigation and the resulting clearance of the proposed acquisition of Pinnacle Cloud Systems, Inc. ("Pinnacle" or the "Target") by Solara Digital Infrastructure Fund IV LP ("Fund IV"), through its wholly owned indirect acquisition subsidiary PCS Acquisition

II. BACKGROUND AND TRANSACTION OVERVIEW A. Transaction Structure The proposed transaction involves the acquisition of 100% of the outstanding capital stock of Pinnacle Cloud Systems, Inc., a Delaware corporation, by Solara Digital Infrastructure Fund IV LP, a Delaware limited partnership, acting through PCS Acquisition Corp., a newly formed Delaware corporation and wholly owned indirect subsidiary of Fund IV. The tra

III. CHRONOLOGY OF KEY EVENTS AND MILESTONES The following is a detailed chronological summary of the principal events and milestones in the Second Request investigation, from the execution of the Merger Agreement through FTC clearance. A. Pre-Second Request Phase The issuance of a Second Request, while not unusual for transactions of this size and involving overlapping technology platforms in concentrated market seg

IV. PRODUCTION AND COMPLIANCE STATISTICS This Section provides a detailed summary of the production and compliance statistics for the Solara-side Second Request response. These statistics are presented for the record and to document the scope and completeness of Solara's compliance efforts. A. Document Collection and Production The following table summarizes the key document collection and production metrics for the

V. SUMMARY OF SUBSTANTIVE FTC INVESTIGATION AND ADVOCACY A. FTC's Competitive Concerns Throughout the course of its investigation, the FTC Bureau of Competition, Mergers IV Division identified two principal areas of competitive concern arising from the proposed acquisition:

1. Horizontal Overlap in Cloud-Based Portfolio Analytics and Performance Attribution Software. The FTC Staff examined the extent to which Pinnacle's core analytics platform and Meridian's analytics module offered overlapping functionality in the market for cloud-based portfolio analytics and performance attribution software used by institutional asset managers. The Staff's preliminary concern was that the combination

2. Vertical Foreclosure. The FTC Staff also examined the potential for the post-merger entity to leverage the integration of Meridian's order management system ("OMS") and execution management system ("EMS") with Pinnacle's analytics data to foreclose competing OMS or analytics vendors from the market. The concern was that the combined entity could, through exclusive integration protocols, data-sharing restrictions,

VI. SATISFACTION OF ANTITRUST CONDITION UNDER THE MERGER AGREEMENT The Merger Agreement contains, at Section 7.1(b), a condition to closing requiring the expiration or termination of all applicable waiting periods under the HSR Act (including any extended waiting period resulting from a Second Request) without the imposition of any injunction, order, judgment, decree, or other governmental action prohibiting, restrai

VII. ENGAGEMENT COST SUMMARY The following is a summary of the total Solara-side costs incurred in connection with the Second Request compliance process, from the commencement of the Calderwood & Harkness engagement on May 30, 2023 through FTC clearance on January 19, 2024. A. Calderwood & Harkness LLP Legal Fees Estimated total Calderwood & Harkness legal fees through clearance: $5,740,000 The Calderwood & Harkness

VIII. NEXT STEPS FOR TRANSACTION CLOSING With the antitrust condition now satisfied, the parties should move promptly to complete the remaining closing deliverables and consummate the transaction. The following items require attention in the near term. A. Financing Arrangements Solara should coordinate with Briarcliff National Bank, N.A. — Karen P. Aldridge, Relationship Manager — regarding the $825 million senior se

IX. CONCLUSION The FTC Second Request investigation arising from the proposed acquisition of Pinnacle Cloud Systems, Inc. by Solara Digital Infrastructure Fund IV LP concluded successfully with FTC clearance on January 19, 2024, after a total investigative timeline of 235 calendar days from the issuance of the Second Request on May 29, 2023. No enforcement action was initiated, no consent decree or remedial order was

1. Engagement Letter, dated May 30, 2023, between Calderwood & Harkness LLP and Solara Digital Infrastructure GP LLC;

2. Substantial Compliance Certification and Accompanying Letter, dated September 22, 2023, filed with the FTC on behalf of Solara Digital Infrastructure Fund IV LP;

3. Economic Submission / White Paper, dated November 3, 2023, authored by Dr. Arvind Chakrabarti, with legal framing by Howard Bellamy and Monica Reyes;

4. Response to FTC First Privilege Challenge, dated November 15, 2023;

5. Response to FTC Second Privilege Challenge, dated December 2023; and

6. Advocacy Presentation Deck, dated December 7, 2023. Copies of these materials are available upon request from Calderwood & Harkness. DISTRIBUTION DISTRIBUTION LIMITED. This memorandum is addressed exclusively to Graham A. Whitfield, Founding Partner & CEO, and Sandra K. Levinson, Co-Managing Partner & CIO, of Solara Digital Infrastructure GP LLC. This memorandum constitutes a privileged and confidential attorney-c