Contract analysis

1. Identification of the Client Our client in this engagement is Solara Digital Infrastructure LP, a Delaware limited partnership, with its principal office located at 1200 Market Street, Suite 3400, Wilmington, DE 19801 (the "Client"). We understand that the general partner of Solara is Solara Digital GP LLC, a Delaware limited liability company. We further understand that the representation may extend, from time to

2. Scope of Engagement 2.1 General Description Calderwood & Harkness is engaged to represent Solara in connection with the potential acquisition (the "Transaction") of Cloudium Technologies plc. Subject to the limitations and exclusions set forth below, the scope of our engagement includes the following legal services: (a) Transaction Structuring. Advising Solara on the structuring of the Transaction, including the e

3. Responsible Attorneys 3.1 Responsible Partner Harrison Wexford, Partner in the Firm's Mergers & Acquisitions Group, based in our New York office at 599 Lexington Avenue, New York, NY 10022, will serve as the Responsible Partner for this engagement. Harrison will have overall responsibility for the conduct of the engagement, including supervision of the deal team, strategic advice, and primary client contact. Harri

4. Conflicts of Interest 4.1 Conflicts Review Calderwood & Harkness has conducted a conflicts check as of the date of this letter in accordance with the Firm's standard conflicts clearance procedures. The Firm has reviewed its records for existing and prior relationships with Cloudium Technologies plc, its known directors and officers — including Jonathan Hargrove (Chief Executive Officer), Sienna Whitfield (Chief Fi

5. Fees and Billing Arrangements 5.1 Basis of Fees Calderwood & Harkness will charge for its services on the basis of time spent by attorneys and other legal professionals assigned to the matter, at the Firm's standard hourly rates in effect at the time services are rendered. The hourly rates of individual attorneys and legal professionals vary based on seniority, experience, and practice area specialization. 5.2 Cur

6. Confidentiality Calderwood & Harkness acknowledges its obligations, both ethical and contractual, to maintain the confidentiality of all non-public information received from or on behalf of Solara in connection with this engagement. The Firm will implement appropriate information barriers, access controls, and other confidentiality protocols as necessary to safeguard Solara's confidential information. Confidential

7. Document Retention Calderwood & Harkness will retain client files and materials generated or received in connection with this engagement in accordance with the Firm's standard records retention policy. Under the Firm's current policy, client files are generally retained for a period of ten (10) years following the conclusion of the engagement, unless a longer retention period is required by applicable law or regul

8. Limitation of Liability and Disclaimers Calderwood & Harkness's liability in connection with this engagement shall be limited to the scope of the engagement as described in this Engagement Letter and any supplemental engagement letters executed by the parties. The Firm shall not be liable for any losses, damages, or liabilities arising from matters outside the scope of the engagement, from Solara's acts or omissio

9. Termination of Engagement Either Solara or Calderwood & Harkness may terminate this engagement at any time upon written notice to the other party. Termination by either party shall not relieve Solara of its obligation to pay all fees, disbursements, and expenses incurred by the Firm through the date of termination, and any outstanding invoices shall become due and payable upon termination. Upon termination of this

10. No Guarantee of Outcome While Calderwood & Harkness will endeavor to provide the highest quality legal services in connection with this engagement, no assurance or guarantee is given or implied regarding the outcome of the Transaction or any particular legal matter. The successful completion of the proposed acquisition of Cloudium Technologies plc depends on numerous factors that are beyond the Firm's control, in

11. Agreement to Terms; Counterparts; Governing Law 11.1 Acceptance. We ask that you indicate your agreement to the terms and conditions set forth in this Engagement Letter by signing and returning a copy of this letter to the undersigned at your earliest convenience. This Engagement Letter shall become effective upon execution by both parties. 11.2 Governing Law This Engagement Letter shall be governed by and constr

12. Closing We are genuinely enthusiastic about the opportunity to work with you and the Solara team on this significant transaction. The potential acquisition of Cloudium Technologies represents a compelling opportunity, and we are confident that Calderwood & Harkness is well-positioned to provide the legal counsel and support that Solara needs to execute this matter successfully. Should you have any questions regar

1. Calderwood & Harkness LLP — Standard Terms of Engagement (August 2023 Edition)

2. Matter Information Sheet — Please reference Matter No. 1041-00003 in all future correspondence, billing submissions, and communications related to this engagement. Professional Category | Hourly Rate Range Partners | $1,550 – $2,200 Senior Associates / Counsel | $1,100 – $1,500 Associates | $700 – $1,100 Legal Assistants / Paralegals | $350 – $550