Contract analysis

I. Reference to Original Engagement This supplemental engagement letter supplements, and should be read in conjunction with, the original engagement letter dated August 14, 2023 (the "Original Engagement Letter"), between Calderwood & Harkness LLP and Solara Digital Infrastructure LP, pursuant to which the Firm was retained to represent Solara in connection with the potential acquisition of Cloudium Technologies plc

II. Expanded Scope of Representation A. Overview of Additional Services Calderwood & Harkness LLP will advise Solara, including Solara Digital Infrastructure Fund VI LP (the investing fund through which the acquisition will be consummated) and any acquisition vehicle, special purpose entity, or holding company formed by or on behalf of Solara for purposes of consummating the Proposed Transaction (collectively with So

1. Reportability Analysis. Analysis of whether the Proposed Transaction is reportable under the HSR Act, including a detailed assessment of the applicable size-of-transaction threshold (currently $111.4 million, as adjusted for 2023) and, if applicable, the size-of-person thresholds. We will prepare a memorandum documenting our reportability conclusions for the Client's files.

2. Preparation and Filing of HSR Notification. Preparation and filing of the Premerger Notification and Report Form (the "HSR Form") with the Premerger Notification Office of the FTC and the Antitrust Division of the U.S. Department of Justice (the "DOJ"). The HSR Form will be filed on behalf of the Client Parties as the acquiring person in the Proposed Transaction.

3. Item 4(c) and 4(d) Document Identification and Production. Identification, review, and production of all documents responsive to Item 4(c) (documents analyzing the Proposed Transaction with respect to competition, competitors, markets, and potential for sales or revenue growth) and Item 4(d) (documents analyzing markets, market shares, competition, or competitors relating to any products or services that overlap b

4. Waiting Period Management. Management of the initial thirty (30) calendar day waiting period following the filing of the HSR Form, including liaison with the assigned staff at the reviewing agency (whether the FTC or the DOJ). In the event that the reviewing agency issues a request for additional information and documentary material (a "Second Request"), we will advise the Client on the scope, strategy, and manage

5. Substantive Competitive Analysis. Substantive analysis of the competitive effects of the Proposed Transaction in the relevant markets, with a particular focus on cloud-based enterprise resource planning ("ERP") solutions, customer-relationship management ("CRM") platforms, and business-intelligence software-as-a-service ("SaaS") offerings. This analysis will include an assessment of horizontal overlaps between Sol

6. White Papers and Supplemental Submissions. Preparation and submission of voluntary white papers, competitive analyses, economic presentations, or other supplemental materials to FTC or DOJ staff, as warranted by the circumstances of the review, to demonstrate the pro-competitive nature of the Proposed Transaction and to address any competitive concerns that may arise during the review process.

7. Timing Agreements. Advice on, and negotiation of, timing agreements or other procedural arrangements with the reviewing agency, including pull-and-refile strategies should they become advisable in light of the transaction timeline. C. UK Competition and Markets Authority (CMA) Merger Notification Given that Cloudium Technologies plc is incorporated under the laws of England and Wales and maintains significant oper

1. CMA Merger Notice Form. Preparation and submission of the CMA Merger Notice Form for the Proposed Transaction, including the compilation and analysis of all required information regarding the parties, the transaction structure, overlapping activities, relevant markets, and competitive conditions.

2. Coordination with Albright & Kerr LLP. Coordination with, and strategic supervision of, Albright & Kerr LLP (5 New Street Square, London EC4A 3TW), which has been separately retained by Solara as buyer's UK regulatory counsel. Albright & Kerr LLP's engagement is led by Fiona McAllister, Lead Partner, UK Competition. Albright & Kerr LLP will serve as local filing counsel in the United Kingdom and will handle day-to

3. Substantive Competitive Analysis — UK Markets. Substantive analysis of the competitive effects of the Proposed Transaction in the United Kingdom, including a detailed assessment of overlapping product markets in the UK cloud ERP sector, relevant geographic market definitions, market share data, competitive dynamics, and potential theories of harm. This analysis will be developed in close collaboration with Albrigh

4. Phase 1 and Phase 2 Proceedings. Preparation for, and advice in connection with, the CMA's Phase 1 review of the Proposed Transaction. In the event that the CMA refers the merger for a more detailed Phase 2 investigation, we will advise the Client on strategy, procedure, and substantive advocacy throughout the Phase 2 process, including any hearings, site visits, or other procedural steps.

5. Remedies and Undertakings in Lieu. Advice on potential remedies, undertakings in lieu of a Phase 2 reference ("UILs"), or conditions that may be proposed by the CMA or offered by the Client Parties, including analysis of the scope, feasibility, and commercial implications of any such remedies. D. Other International Antitrust and Foreign Investment Filings The Firm will assess whether merger control filings, forei

1. European Union — EU Merger Regulation. Jurisdictional analysis under Council Regulation (EC) No 139/2004 (the "EU Merger Regulation") to determine whether the Proposed Transaction meets the applicable EU turnover thresholds (both the worldwide turnover threshold and the Community-wide turnover threshold). We will prepare a memorandum documenting our conclusions regarding EU merger control jurisdiction.

2. Germany — Foreign Direct Investment Screening. Assessment of whether the Proposed Transaction triggers a foreign direct investment ("FDI") screening obligation under the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung, "AWV") with respect to Cloudium Solutions GmbH, a subsidiary of Cloudium Technologies plc organized under the laws of the Federal Republic of Germany and located in Berlin. T

3. India — Competition Commission of India. Assessment of whether the Proposed Transaction requires notification to the Competition Commission of India (the "CCI") under the Competition Act, 2002, with respect to the activities and turnover of Cloudium Technologies India Pvt. Ltd., a subsidiary of Cloudium Technologies plc organized under the laws of the Republic of India and located in Bangalore, Karnataka. We will

4. EU Foreign Subsidies Regulation (FSR). Assessment of whether the Proposed Transaction triggers a notification obligation under Regulation (EU) 2022/2560 on foreign subsidies distorting the internal market (the "Foreign Subsidies Regulation" or "FSR"), based on the aggregate financial contributions received by the Client Parties from non-EU governments or public entities within the applicable look-back period.

5. CFIUS Voluntary Notice Assessment. Analysis of whether Cloudium constitutes a "TID U.S. business" (i.e., a U.S. business involved in critical technologies, critical infrastructure, or the maintenance or collection of sensitive personal data of U.S. citizens) or holds "covered real estate" within the meaning of the regulations implementing the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA"), whi

6. Jurisdictional Memoranda. Preparation of internal memoranda documenting the Firm's jurisdictional conclusions for each relevant jurisdiction identified in the course of our analysis. These memoranda will set forth the applicable legal framework, the relevant facts and threshold calculations, and our recommendation regarding whether a filing is required, advisable, or not necessary. E. Regulatory Strategy and Advoc

1. Overall Regulatory Clearance Strategy. Development and execution of a comprehensive regulatory clearance strategy across all relevant jurisdictions, with the objective of securing all necessary approvals and clearances within the timeline contemplated by the merger agreement. This strategy will take into account the interdependencies among the various filing jurisdictions, the sequencing of filings, and the potent

2. Coordination with the M&A Deal Team. Close coordination with the M&A deal team at Calderwood & Harkness LLP — including Harrison Wexford (Responsible Partner), Tiffany Rosenthal (Lead Associate), and Andrew Fitzpatrick (Senior Associate) — on all regulatory conditions precedent in the merger agreement, including: (a) Outside date / long-stop date provisions, including the interaction between the regulatory clearan

3. Gun-Jumping Compliance. Advice on interim operating restrictions and gun-jumping compliance during the period between the signing and closing of the Proposed Transaction. This will include guidance on the limitations imposed by the HSR Act, the UK Enterprise Act 2002, the EU Merger Regulation (where applicable), and other relevant antitrust laws on the exchange of competitively sensitive information, coordination

4. Agency Representation. Representation of the Client Parties before the FTC, the DOJ, the CMA, and any other antitrust, competition, or regulatory body as needed in connection with the Proposed Transaction, including attendance at meetings, calls, and hearings with agency staff and officials.

III. Staffing — Addition of Specialist Partner Effective as of the date of this supplemental engagement letter, Elaine Forsythe, Partner, Antitrust & Competition, is added to the engagement team and will serve as the lead partner for all antitrust and competition workstreams described herein (the "Specialist Partner"). Ms. Forsythe is based in the Firm's Washington, DC office at 1601 K Street NW, Washington, DC 20006

IV. Coordination with Albright & Kerr LLP Given the significance of the CMA review process to the overall regulatory clearance strategy, it is important to set forth the framework for coordination between Calderwood & Harkness LLP and Albright & Kerr LLP. Albright & Kerr LLP has been separately retained by Solara as buyer's UK regulatory counsel for purposes of the CMA merger review process. The fees and expenses of

V. Billing and Fee Arrangements The billing arrangements set forth in the Original Engagement Letter dated August 14, 2023, shall continue to apply to all services rendered under this supplemental engagement letter. No modifications to the fee structure are contemplated by this supplemental letter except as expressly noted below. Billing Partner. Beatrice Holloway remains the Billing Partner for all matters under Mat

VI. Confidentiality and Privilege All information provided to the Firm by or on behalf of the Client in connection with the expanded scope of representation described in this supplemental engagement letter is subject to the confidentiality and privilege provisions set forth in the Original Engagement Letter. Those provisions apply with equal force to information provided to, or generated by, the antitrust and competi

VII. Terms and Conditions All other terms and conditions of the Original Engagement Letter dated August 14, 2023, including, without limitation, provisions relating to: • conflicts of interest and conflict waivers; • limitation of liability; • dispute resolution, including any arbitration or mediation provisions; • termination of the engagement; • document retention; • data protection and information security; and •

VIII. Acknowledgment and Countersignature We would be grateful if you could confirm your agreement to the expanded scope of our representation, and to the terms set forth in this supplemental engagement letter, by signing and returning a copy of this letter to us at your earliest convenience. An executed copy may be returned by email to Harrison Wexford (hwexford@calderwoodharkness.com) or Elaine Forsythe (eforsythe@

IX. Enclosures The following attachments are enclosed with this supplemental engagement letter: Attachment A: Brief biography of Elaine Forsythe, Partner, Antitrust & Competition, Calderwood & Harkness LLP. Attachment B: Summary of anticipated regulatory filings and estimated timeline, including: Memoranda documenting jurisdictional conclusions for each filing identified as "subject to jurisdictional analysis" will b

X. Copy Recipients cc: Beatrice Holloway, Partner — Mergers & Acquisitions (Billing Partner), Calderwood & Harkness LLP cc: Tiffany Rosenthal, Lead Associate — Mergers & Acquisitions, Calderwood & Harkness LLP cc: Priya Narasimhan, Co-Managing Partner & Chief Investment Officer, Solara Digital Infrastructure LP NY: 4821-7903-6542 v.2 Filing / Review | Jurisdiction | Anticipated Filing Date | Estimated Review Period H