Contract analysis

I. SCOPE OF COMPLIANCE EFFORTS A. Custodian Identification In connection with its compliance efforts, Solara identified a total of eighteen (18) custodians on its side of the Transaction. Of these eighteen custodians, twelve (12) are current officers, employees, or partners of Solara Digital Infrastructure GP LLC ("Solara GP") and the Fund IV management and investment team. These twelve custodians include, among othe

1. Sales Data. Historical contract-level revenue data for Solara portfolio companies, including Meridian, covering the period specified in the Second Request. This submission includes annual and quarterly revenue figures broken down by customer, product line, and contract type.

2. Pricing Data. Rate cards, discount schedules, and negotiated pricing terms for Meridian's product offerings, including subscription pricing tiers, volume discount structures, implementation and professional services fees, and any promotional or competitive pricing arrangements.

3. Customer Lists. Complete customer lists for Meridian, including customer names, contract start and end dates, annual contract values, and product modules licensed. To the extent within Solara's custody or control, Pinnacle-related customer data has also been provided.

4. Win/Loss Data. Competitive bid tracking records and customer acquisition and loss records maintained by Meridian's sales organization, including information regarding competitive encounters with Pinnacle and other identified competitors, win and loss reasons as recorded by Meridian sales personnel, and aggregate win/loss statistics.

5. Market Share Estimates. Internal estimates and third-party research reports regarding market size and competitive shares in the cloud-based institutional investment technology market, including portfolio analytics, risk modeling, order management, and compliance workflow software segments.

6. Financial Data. Historical and projected financial statements, budgets, operating plans, and strategic plans for Meridian, as well as Fund IV-level financial projections and investment memoranda relating to the Transaction.

7. Product Feature Matrices. Comparative functionality analyses of Meridian's platform and competing platforms, including internal product roadmaps, feature comparison charts, and competitive positioning documents. These data submissions were prepared in consultation with Dr. Arvind Chakrabarti, Senior Economist in Calderwood & Harkness's Economic Consulting practice, and with Meridian management. Dr. Chakrabarti wor

II. SPECIFICATION-BY-SPECIFICATION COMPLIANCE SUMMARY Solara confirms that it has responded to each of the forty-seven (47) specifications contained in the Second Request. The specifications cover a broad range of documents and data relating to the following principal subject matter categories: • Relevant Product and Geographic Markets. Specifications addressing the identification and definition of relevant product a

III. COORDINATION WITH TARGET'S COUNSEL Throughout the compliance process, Calderwood & Harkness has maintained regular coordination with Hargrove, Pelletier & Stein LLP, counsel to Pinnacle and the Sellers. The principal contacts at HPS for this engagement have been Catherine A. Pelletier, Lead Partner, and David L. Morrissette, Associate. This coordination has been directed at ensuring that the combined compliance

IV. RESERVATION OF RIGHTS AND CONTINUING OBLIGATIONS Solara expressly reserves all rights to supplement, correct, or amend its productions and privilege log at any time. This reservation encompasses, without limitation, the right to produce additional responsive documents identified through ongoing compliance monitoring, to correct any inadvertent errors or omissions in prior productions or privilege designations, an

V. CERTIFICATION OF SUBSTANTIAL COMPLIANCE Based on the foregoing, Solara Digital Infrastructure LP hereby certifies that it has substantially complied with the Request for Additional Information and Documentary Material (Second Request) issued by the Federal Trade Commission on May 29, 2023, in FTC File No. 231-0487. The accompanying Declaration of Howard Bellamy in Support of Substantial Compliance Certification is

1. I am a partner at Calderwood & Harkness LLP, located at 1900 K Street NW, Suite 800, Washington, DC 20006. I am a member of the firm's Antitrust & Competition Group and have practiced antitrust and competition law for over twenty-three years, with particular experience in Hart-Scott-Rodino Act compliance, merger investigations, and proceedings before the Federal Trade Commission and the Antitrust Division of the U

2. Solara Digital Infrastructure Fund IV LP ("Fund IV"), a Delaware limited partnership with approximately $4.2 billion in committed capital from institutional limited partners, proposes to acquire 100% of the outstanding capital stock of Pinnacle Cloud Systems, Inc. ("Pinnacle"), a Delaware corporation with its principal offices at 8700 Research Boulevard, Suite 500, Austin, Texas 78758. Pinnacle is a cloud-based so

3. The Calderwood & Harkness team responsible for managing Solara's compliance with the Second Request consists of the following individuals: Howard Bellamy, Partner (billing rate: $1,650 per hour); Monica Reyes, Senior Associate, Year 7 (billing rate: $1,050 per hour); Elliot Nguyen, Associate, Year 4 (billing rate: $825 per hour); Tamara J. Westbrook, Of Counsel, Litigation Technology & E-discovery (billing rate: $

4. As set forth in the cover letter accompanying this Declaration, Solara identified a total of eighteen (18) custodians on its side of the Transaction. Twelve (12) of these custodians are current officers, employees, or partners of Solara GP and the Fund IV management and investment team. The remaining six (6) custodians are current officers and senior management personnel of Meridian, including Chief Executive Offi

5. Following collection, all documents were ingested into Keymark's hosted Relativity environment for processing and de-duplication. After de-duplication using MD5 hash values at the family-group level, and after the application of agreed-upon search terms, date-range restrictions, and file-type filtering protocols, the initial collection of approximately 1,240,000 documents was reduced to a review universe of approx

6. As a result of the document review process described above, approximately 196,300 responsive, non-privileged documents have been produced to the Commission. These documents bear consecutive Bates numbers SDILP-2R-000001 through SDILP-2R-196300. Productions were made on a rolling basis, with the initial production delivered to FTC Staff on July 14, 2023, and subsequent rolling productions delivered at approximately

7. In addition to the documentary productions described above, seven (7) structured data submissions have been provided to FTC Staff in response to the data-related specifications contained in the Second Request. These submissions cover the following categories: (1) sales data, including historical contract-level revenue data for Solara portfolio companies, with particular focus on Meridian; (2) pricing data, includi

8. A detailed privilege log has been prepared and produced to FTC Staff identifying a total of 4,872 documents or communications that have been withheld in whole or redacted in part on the basis of applicable privilege or protection. The 4,872 privilege log entries are categorized as follows: 3,641 entries asserting the attorney-client privilege (representing approximately 74.8% of all log entries); 894 entries asser

9. Throughout the compliance process, Calderwood & Harkness has maintained regular coordination with Hargrove, Pelletier & Stein LLP, counsel to Pinnacle and the Sellers. The principal contacts at HPS for this engagement have been Catherine A. Pelletier, Lead Partner, and David L. Morrissette, Associate. This coordination has been directed at ensuring comprehensive coverage of all forty-seven specifications contained

10. Based on my direct supervision of the compliance effort described herein, I affirm that Solara has conducted a diligent and good-faith search for all documents and data responsive to the Second Request. The compliance effort has involved the identification of all reasonably likely sources of responsive materials, the comprehensive collection and preservation of documents and data from those sources, the careful a

11. I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct to the best of my knowledge, information, and belief. Executed on this 22nd day of September, 2023, at Washington, District of Columbia. ________________________________________ Howard Bellamy Partner, Antitrust & Competition Group Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006