Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("the Firm," "C&H," or "we") is pleased to confirm its engagement by Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership, and its affiliates, including Solara Digital Infrastructure Fund IV LP ("Fund IV") and PCS Acquisition Corp. ("PCS AcqCo"), in connection with the Second Request for Additional Information and Documentary Mate

2. Identification of the Client The "Client" for purposes of this engagement is Solara Digital Infrastructure LP (EIN: 87-3461209), together with its general partner Solara Digital Infrastructure GP LLC, Solara Digital Infrastructure Fund IV LP (EIN: 88-1724563), and PCS Acquisition Corp. (EIN: 92-5038471). The registered agent for each of the foregoing Delaware entities is Capitol Registered Agents, Inc., 1209 Orang

3. Scope of Engagement The Firm is engaged to represent the Client before the Federal Trade Commission, Bureau of Competition, Mergers IV Division, in connection with FTC File No. 231-0487, from the date of this Letter through the earlier of (a) substantial compliance certification and expiration or termination of the extended HSR Act waiting period, (b) the closing of the Transaction, (c) the abandonment or terminat

4. Engagement Team The following attorneys and professionals will be principally responsible for this engagement: Howard Bellamy will serve as the Responsible Partner and Billing Partner for this engagement and will have overall supervisory responsibility for all aspects of the Firm's representation. Monica Reyes will serve as the Lead Associate and will be responsible for the day-to-day management and coordination o

5. Fee Arrangement 5.1 Hourly Rates Fees for legal services rendered by the Firm in connection with this engagement will be calculated on an hourly basis at the following rates, which are the Firm's standard rates for calendar year 2023: In the event that additional attorneys or professionals are assigned to the matter, fees for such additional personnel will be calculated at the Firm's then-current standard rates, w

6. Billing and Payment 6.1 Invoicing. The Firm will render monthly invoices for fees and expenses incurred during the preceding calendar month. Invoices will contain reasonable detail of the services performed, including the date on which each service was performed, the identity of the timekeeper performing the service, the number of hours (in increments of one-tenth of an hour) spent by each timekeeper, a brief narr

7. Confidentiality and Privilege 7.1 Confidentiality. All information provided by the Client to the Firm in connection with this engagement, including but not limited to business plans, financial data, trade secrets, proprietary technology, customer information, investment strategies, and other competitively sensitive information, shall be treated as strictly confidential by the Firm and shall not be disclosed to any

8. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard procedures and, as of the date of this Letter, is not aware of any conflict of interest that would prevent it from undertaking this engagement consistent with its obligations under the applicable rules of professional conduct. The Client acknowledges that Calderwood & Harkness LLP is a large, multi-office law firm that r

9. Document Retention Upon the conclusion of this engagement, the Firm will retain the Client's files (including attorney work product, correspondence, memoranda, and copies of documents produced to the FTC) in accordance with the Firm's standard document retention policy, which is available upon request. The Firm's retention policy generally provides for the retention of closed matter files for a period of seven (7)

10. Limitation of Liability To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Client arising out of or in connection with this engagement, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of fees actually paid by the Client to the Firm under this engagement. This limitation shall not apply in cases of the Firm's willful misconduct

11. Termination 11.1 By the Client The Client may terminate this engagement at any time and for any reason upon written notice to the Firm delivered in accordance with this Letter. Upon termination by the Client, the Client shall remain responsible for the payment of all fees and expenses incurred by the Firm through the date of termination, including fees for any work necessary to effect an orderly transition of the

12. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict of laws principles. Any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of the Client hereunder, including any dispute regarding the Firm's fees or the scope of service

13. Entire Agreement; Amendments This Letter constitutes the entire agreement between the Firm and the Client with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, representations, warranties, and agreements, whether written or oral, between the parties regarding the engagement described herein. This Letter may not be amended, modified, or supplemented excep

14. Acceptance and Execution If the foregoing terms are acceptable, please indicate your agreement by signing and returning a copy of this Letter to me at your earliest convenience. We request that the signed copy be returned no later than June 2, 2023, so that we may proceed without delay in assembling the engagement team and commencing the custodian identification and document collection process. Please do not hesi