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Contract analysis / supplemental-engagement-letter-tax.docx
supplemental-engagement-letter-tax.docx
High · 2
Medium · 2
Standard · 2
1. Reference to Original Engagement
1. Reference to Original Engagement This Supplemental Engagement Letter (this "Supplemental Letter") is issued pursuant to and supplements that certain Engagement Letter dated August 14, 2023 (the "Original Engagement Letter"), between Calderwood & Harkness LLP and Solara Digital Infrastructure LP, which established the scope of our Firm's representation of Solara in connection with the potential acquisition of Cloud
2. Expansion of Scope — Tax Structuring and Advisory
Standard
⚑ Commercial term
2. Expansion of Scope — Tax Structuring and Advisory This Supplemental Letter expands the scope of Calderwood & Harkness LLP's representation of Solara to include comprehensive tax structuring, tax advisory, and tax-related transactional services in connection with the proposed acquisition of Cloudium. The expanded scope encompasses the specific areas set forth in Sections 2.1 through 2.8 below. 2.1 Transaction Struc
3. Addition of Specialist Partner
Medium
⚑ Confidentiality undertaking
3. Addition of Specialist Partner Effective as of the date of this Supplemental Letter, Leonard Cross, Partner in the Tax practice of Calderwood & Harkness LLP, is hereby added to the engagement team for Matter No. 1041-00003 as the Specialist Partner for Tax. Leonard Cross will serve as the lead partner for all tax structuring and advisory workstreams described in Section 2 above. In this capacity, Leonard Cross wil
4. Billing Arrangements
Standard
⚑ Commercial term
4. Billing Arrangements All professional time incurred by Leonard Cross and any additional members of the tax advisory team in connection with the matters described in Section 2 will be billed under the existing Matter No. 1041-00003. Beatrice Holloway will remain the Billing Partner for the engagement, and all invoices will continue to be issued in accordance with the procedures set forth in the Original Engagement
5. Coordination with Third-Party Tax Advisors
High
⚑ Indemnity / guarantee obligation
5. Coordination with Third-Party Tax Advisors Calderwood & Harkness LLP will coordinate the delivery of tax advice with the following third-party advisors that have been separately retained by Solara in connection with the Transaction: Glenmore Thornton LLP. Glenmore Thornton LLP has been separately retained by Solara to provide transaction tax and financial due diligence services in connection with the proposed acqu
6. Confidentiality and Privilege
Medium
⚑ Forum / governing law
6. Confidentiality and Privilege All tax advice rendered by Calderwood & Harkness LLP under this Supplemental Letter, including any memoranda, analyses, opinions, and other work product prepared in connection with the tax structuring and advisory services described in Section 2, is and shall remain subject to the confidentiality and attorney-client privilege provisions set forth in the Original Engagement Letter. Wit
7. Conflicts
7. Conflicts Reference is made to the Conflict Check Memorandum dated August 12, 2023, which was prepared in connection with the Original Engagement Letter and which cleared the engagement after a comprehensive review of the Firm's client and matter database. We have conducted an additional review in connection with the expansion of our engagement scope to include tax advisory services under this Supplemental Letter,
8. Limitations
8. Limitations This Supplemental Letter covers only the tax structuring, tax advisory, and tax-related transactional matters described in Section 2 herein, in each case solely in connection with the proposed acquisition of Cloudium Technologies plc. Calderwood & Harkness LLP does not serve, and shall not be deemed to serve, as Solara's general tax advisor or as tax counsel to Solara, Fund VI, or any of their affiliat
9. Governing Terms
High
⚑ Indemnity / guarantee obligation
9. Governing Terms Except as specifically supplemented or modified by this Supplemental Letter, all terms and conditions of the Original Engagement Letter dated August 14, 2023, remain in full force and effect and are incorporated herein by reference as though set forth in their entirety. This includes, without limitation, the provisions of the Original Engagement Letter relating to the scope of representation, fee a
10. Acceptance
10. Acceptance If the foregoing accurately reflects your understanding and agreement with respect to the expanded scope of our engagement, please indicate your acceptance by signing and returning a copy of this Supplemental Letter in the space provided below. We are pleased to be of continued service to Solara in this important transaction and look forward to working with you and your team. Very truly yours, CALDERWO