Contract analysis

I. PURPOSE AND SCOPE A. Purpose of This Protocol This memorandum establishes the uniform procedures, privilege categories, tagging conventions, escalation workflows, and quality control standards to be followed by all reviewers engaged in the privilege review of documents collected in connection with the Second Request issued by the Federal Trade Commission on May 29, 2023, in FTC File No. 231-0487 (the "Second Reque

1. Client / Acquirer Solara Digital Infrastructure LP (and affiliates: Solara Digital Infrastructure GP LLC, Solara Digital Infrastructure Fund IV LP, PCS Acquisition Corp.) • Graham A. Whitfield — Founding Partner & CEO • Sandra K. Levinson — Co-Managing Partner & CIO • Additional custodians and personnel identified in Appendix A

2. Target. Pinnacle Cloud Systems, Inc. • Nathaniel R. Okonkwo — CEO • Diane M. Hartwell — CFO • Marcus E. Culberson — General Counsel Important Note Regarding Pinnacle General Counsel: Marcus E. Culberson serves as General Counsel of Pinnacle, the target company in the Transaction. Pinnacle is not a client of Calderwood & Harkness LLP, and communications with Culberson are not privileged on behalf of Solara or its a

3. Existing Portfolio Company Meridian Workflow Solutions, Inc. • Priya N. Raghavan — CEO • Additional custodians and personnel identified in Appendix A

4. Sellers. • Thorngate Capital Partners LP — Approximate 58% holder of Pinnacle; Julian V. Strathmore, Managing Director • Crestline Ventures LLC — Approximate 20% holder of Pinnacle; Angela W. Frederickson, Managing Partner • Pinnacle management — Approximate 22% holder (various individuals)

5. Outside Counsel • Outside Counsel to Solara (Antitrust — this firm): Calderwood & Harkness LLP — Howard Bellamy (Partner), Monica Reyes (Senior Associate), Elliot Nguyen (Associate), Tamara J. Westbrook (Of Counsel, E-discovery) — 1900 K Street NW, Suite 800, Washington, DC 20006 • Outside Counsel to Pinnacle / Sellers (Antitrust): Hargrove, Pelletier & Stein LLP ("HPS") — Catherine A. Pelletier (Partner), David L

6. Economic Expert • Dr. Arvind Chakrabarti — Senior Economist, Calderwood & Harkness Economic Consulting

7. Financial Advisor • Redstone Advisory Group LLC — Elaine C. Davenport

8. Auditor. • Fielding & Cascade Insurance Brokers — Thomas R. Sennett, CPA (Auditor for Pinnacle)

9. Lead Lender / Administrative Agent • Briarcliff National Bank, N.A. — Karen P. Aldridge

10. Entity EIN Reference Table The following table of Employer Identification Numbers is provided for reference purposes to assist in entity identification: A comprehensive chart of all attorneys and law firms that may appear in the documents under review, organized by party representation, is attached as Appendix B. That chart is designed to assist reviewers in quickly identifying communications that may trigger pri

II. PRIVILEGE CATEGORIES This section describes the three principal privilege categories applicable to this review: (A) attorney-client privilege, (B) work product doctrine, and (C) joint defense / common interest privilege. Reviewers must understand the elements, scope, and limitations of each category. Where a document implicates more than one category, all applicable tags should be applied, along with the PRIV-DUA

1. Elements. The attorney-client privilege protects confidential communications between a client (or an agent of the client) and an attorney (or an agent of the attorney) made for the purpose of seeking or providing legal advice. The essential elements of the privilege are: (a) The communication must be between a client (or an authorized agent of the client) and an attorney (or an authorized agent of the attorney act

2. Identifying Attorney-Client Privileged Communications in This Matter In the context of this review, the following categories of communications are likely to be protected by the attorney-client privilege. Reviewers should be attentive to these patterns: (a) Communications between Solara personnel and Calderwood & Harkness attorneys. Communications between Solara custodians (including Whitfield, Levinson, and other

3. Common Pitfalls Reviewers should be particularly alert to the following common pitfalls in attorney-client privilege analysis: (a) Business advice versus legal advice. The mere presence of an attorney on a communication does not render it privileged. Communications that discuss business strategy, deal economics, operational matters, financial projections, or market conditions without a legal advice component are n

1. Elements. The work product doctrine, first recognized in Hickman v. Taylor, 329 U.S. 495 (1947), and codified in Federal Rule of Civil Procedure 26(b)(3), protects materials prepared by or at the direction of an attorney in anticipation of litigation or for trial. The doctrine encompasses two categories of protected material: (a) Opinion work product — Materials that reveal an attorney's mental processes, impressi

2. Identifying Work Product in This Matter The following categories of materials are likely to qualify as work product in this review: (a) Calderwood & Harkness internal memoranda, legal analyses, strategy documents, and legal research related to the Second Request, market definition, competitive effects arguments, efficiencies analysis, and FTC advocacy strategy. (b) Draft submissions to the FTC, including draft whi

3. Distinguishing Fact Work Product from Opinion Work Product Reviewers must distinguish between fact work product and opinion work product, as the two categories receive different levels of protection and must be separately tagged and logged: • Tag as "WP-Opinion" (PRIV-WP-Opinion) if the document reveals an attorney's mental impressions, conclusions, opinions, or legal theories. Examples include: a memorandum in wh

1. Elements. The joint defense privilege (also referred to as the common interest privilege) is an extension of the attorney-client privilege that protects communications between parties who share a common legal interest. The essential elements are: (a) The parties to the communication must share a common legal interest — not merely a common commercial or business interest; (b) The communications must have been made

2. Identifying Joint Defense / Common Interest Communications in This Matter In the context of this Transaction, the following categories of communications are potentially protected by the joint defense / common interest privilege: (a) Communications between Calderwood & Harkness LLP and Hargrove, Pelletier & Stein LLP. HPS represents Pinnacle and the Sellers for purposes of Second Request compliance. Calderwood & Ha

3. Limitations. The common interest privilege is not unlimited. Reviewers must be aware of the following important limitations: (a) Adversarial communications. Communications regarding adversarial issues between buyer and seller — including indemnification disputes, purchase price adjustments, earn-out calculations, representations and warranties, closing condition negotiations, and post-signing disputes — are not co

III. TAGGING WORKFLOW IN RELATIVITY A. Review Platform All privilege review will be conducted in the Relativity e-discovery platform hosted and managed by Keymark Document Solutions LLC. Keymark maintains the Relativity environment on secure, access-controlled servers and is responsible for user provisioning, workspace configuration, and technical support. No privilege review work may be performed outside the Relativ

1. Responsiveness Coding Although the primary focus of this protocol is privilege review, reviewers conducting first-pass review will also code for responsiveness. The following responsiveness tags are available: • Responsive: The document falls within the scope of one or more of the forty-seven (47) Second Request specifications. Where possible, the reviewer should identify the specific specification number(s) in th

2. Privilege Coding — Primary Tags The following primary privilege tags are to be used to identify the basis for any privilege claim: • PRIV-AC: Attorney-Client Privilege. Apply this tag when the document constitutes or contains a confidential communication between a client and an attorney (or their respective agents) made for the purpose of seeking or providing legal advice, as described in Section II.A above. • PRI

3. Privilege Coding — Disposition Tags The following disposition tags determine how each document will be treated in the production: • WITHHOLD: The entire document is withheld from production on privilege grounds. This tag should be applied when the document is entirely privileged and no non-privileged portion can be meaningfully separated and produced. A privilege log entry will be generated for all documents tagge

4. Escalation Tags The following escalation tags are used to route documents requiring higher-level review: • ESC-LEVEL1: Ambiguous privilege call requiring first-level review. Documents tagged ESC-LEVEL1 will be routed to Elliot Nguyen for resolution. See Section IV.A.1 below. • ESC-LEVEL2: Complex or high-risk privilege determination requiring second-level review. Documents tagged ESC-LEVEL2 will be routed to Monic

5. Document Type Tags Reviewers must also code each document with the applicable document type tag. Accurate document type coding assists in efficient privilege log generation and in the identification of document patterns across the review universe. The available document type tags are: • Email • Attachment • Memorandum • Presentation • Spreadsheet • Board Materials • Financial Document • Contract/Agreement • Instan

IV. ESCALATION PROCEDURES A. Three-Tier Escalation Framework Privilege review inevitably involves judgment calls, and not every document will present a clear-cut privilege determination. When a reviewer encounters a document for which the privilege analysis is uncertain, ambiguous, or potentially high-risk, the document must be escalated through the three-tier framework described below. Prompt and appropriate escalat

1. Reviewer name: The name of the contract reviewer who initiated the escalation.

2. Date of escalation: The date on which the escalation was initiated.

3. Basis for escalation: A concise description of the privilege issue or ambiguity that prompted the escalation.

4. Resolution: The privilege tag applied upon resolution (e.g., PRIV-AC / WITHHOLD, or PRODUCE).

5. Name of the person who resolved the escalation: The name of the Calderwood & Harkness attorney (Nguyen, Reyes, or Bellamy) who made the final determination. Complete and accurate documentation of escalation decisions serves multiple purposes: it creates an auditable record of privilege determinations, facilitates consistency across the review team, and provides a defensible basis for privilege claims in the event

V. SPECIFIC GUIDANCE FOR COMMON DOCUMENT TYPES IN THIS MATTER This section provides targeted guidance for the privilege analysis of document categories that reviewers are likely to encounter frequently in this review. The guidance below supplements, and should be read in conjunction with, the general privilege framework set forth in Section II. A. Deal-Related Communications The Transaction is documented by a Stock P