1041-00001 · Thorngate Capital Partners · Engagement

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1900 K Street NW, Suite 800 Washington, DC 20006

Telephone: (202) 944-7600 Facsimile: (202) 944-7601 www.calderwoodharkness.com

May 30, 2023

VIA EMAIL AND OVERNIGHT COURIER

Mr. Graham A. Whitfield Founding Partner & Chief Executive Officer

Ms. Sandra K. Levinson Co-Managing Partner & Chief Investment Officer

Solara Digital Infrastructure GP LLC, as General Partner of Solara Digital Infrastructure LP 200 Tatnall Street, Suite 1400 Wilmington, Delaware 19801

Re: Engagement of Calderwood & Harkness LLP — Second Request Compliance FTC File No. 231-0487 Proposed Acquisition of Pinnacle Cloud Systems, Inc. by Solara Digital Infrastructure Fund IV LP

Dear Mr. Whitfield and Ms. Levinson:

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 Material ("Second Request") issued by the Federal Trade Commission ("FTC" or "Commission") on May 29, 2023, in connection with the proposed acquisition (the "Transaction") of one hundred percent (100%) of the outstanding capital stock of Pinnacle Cloud Systems, Inc. ("Pinnacle"), a Delaware corporation headquartered at 8700 Research Boulevard, Suite 500, Austin, Texas 78758.

The Transaction has a reported enterprise value of approximately $1.63 billion, consisting of approximately $1.19 billion in cash and approximately $440 million in rollover equity contributed by certain continuing stockholders of Pinnacle. The Transaction is to be effected pursuant to that certain Stock Purchase Agreement, dated as of April 14, 2023 (the "Merger Agreement"), by and among Solara Digital Infrastructure Fund IV LP, PCS Acquisition Corp., Pinnacle Cloud Systems, Inc., Thorngate Capital Partners LP (in its capacity as Sellers' Representative), and the Sellers named therein.

As you are aware, the parties submitted a Notification and Report Form pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), on April 28, 2023. The initial thirty-day waiting period under the HSR Act expired on May 28, 2023 (as extended by one day via agreement between the parties and the Commission), and the Second Request was issued on May 29, 2023 by the Bureau of Competition, Mergers IV Division. Substantial compliance with the Second Request is a condition to the expiration or termination of the extended waiting period and, accordingly, a condition to the closing of the Transaction under the Merger Agreement.

This engagement letter (this "Letter") sets forth the terms and conditions upon which the Firm will provide legal services to the Client (as defined in Section 2 below) in connection with the Second Request. This Letter supersedes any prior oral understandings, discussions, or communications between the parties and constitutes the binding agreement between the Firm and the Client with respect to this engagement.

We look forward to working with you on this important matter and are committed to achieving a timely and favorable resolution of the Second Request process.

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 Orange Street, Wilmington, Delaware 19801.

For the avoidance of doubt, this engagement does not create an attorney-client relationship between the Firm and any limited partner, investor, co-investor, or parallel fund vehicle of Fund IV, or with any portfolio company of Solara or any of its affiliated funds (including, without limitation, Meridian Workflow Solutions, Inc.), except to the extent specifically set forth in this Letter. The Firm owes no duty of confidentiality, loyalty, or care to any such limited partner, investor, or portfolio company in its own right by virtue of this engagement.

Notwithstanding the foregoing, the Firm acknowledges that, in connection with this engagement, it may be necessary to collect documents from and interact with personnel of Meridian Workflow Solutions, Inc. ("Meridian"), a Delaware corporation headquartered at 350 North Clark Street, Suite 2200, Chicago, Illinois 60654 (Chief Executive Officer: Priya N. Raghavan), as an existing Solara portfolio company whose products and operations are implicated by the scope of the Second Request. Any such interactions with Meridian personnel shall be conducted at the direction of and for the benefit of the Client, and Meridian shall be treated as a "directed affiliate" for purposes of document collection and compliance activities but shall not be treated as an independent client of the Firm. The Firm's duties of confidentiality, loyalty, and professional responsibility shall run solely to the Client as defined herein, and not independently to Meridian. Meridian may, at its election and expense, engage its own independent counsel to advise it in connection with any matters arising from the Second Request compliance process.

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 termination of the Transaction, or (d) termination of this engagement in accordance with Section 11 below. The specific services to be provided by the Firm in connection with this engagement are described below.

3.1 Custodian Identification and Document Collection

The Firm will work with the Client to identify responsive custodians at Solara, Fund IV, and Meridian whose files and communications are likely to contain documents responsive to the specifications set forth in the Second Request. This custodian identification process will involve review of organizational charts, reporting relationships, deal team composition, investment committee membership, and the functional responsibilities of relevant personnel across each entity.

Upon identification of custodians, the Firm will design and implement comprehensive document collection protocols, including the collection of documents and electronically stored information ("ESI") from all relevant sources. Such sources are expected to include, without limitation: enterprise email systems (including Strathmore Data Systems, Ashgrove Software, and Crestline Software), shared network drives, cloud-based file storage repositories (including Aldermere Systems, Hollowell Health IT, Larkspur Technologies, and box), messaging and collaboration platforms (including Meridian Solutions and Northgate Data Systems), personal devices (including laptops, tablets, and mobile phones used for business purposes), and any other repositories identified during the collection process.

The Firm will coordinate closely with the Client's internal information technology teams and with Meridian management (through Priya N. Raghavan or her designees) to ensure that collections are forensically defensible, properly documented, and conducted in a manner that preserves the integrity and metadata of all collected materials.

In connection with document processing and review, the Firm will engage and manage the e-discovery vendor Keymark Document Solutions LLC ("Keymark"), located at 7600 Leesburg Pike, Suite 320, Falls Church, Virginia 22043 (Project Manager: Daniel S. Fong). Keymark will be responsible for document processing, de-duplication, filtering (including date range and domain filtering), hosting, and technology-assisted review ("TAR") within a Crestline Technologies review environment. The Firm will negotiate the terms of Keymark's engagement and supervise Keymark's performance throughout the engagement. The Client will have the right to review and approve the terms of any statement of work or engagement agreement entered into with Keymark prior to its execution.

3.2 Document Review and Privilege Analysis

The Firm will conduct a review of all collected documents for responsiveness to the forty-seven (47) specifications contained in the Second Request. This review will be conducted using a combination of technology-assisted review (including active learning workflows and predictive coding models validated against statistical samples) and manual review by attorneys experienced in antitrust Second Request matters.

In conjunction with the responsiveness review, the Firm will conduct a comprehensive privilege review across all applicable privilege categories, including the attorney-client privilege, the work product doctrine, and the joint defense/common interest privilege. The Firm will prepare and maintain a privilege log in accordance with FTC requirements, including all information necessary to permit the Commission to assess the applicability of asserted privileges. The privilege log will be updated on a rolling basis as productions are made.

The Firm will negotiate a clawback and non-waiver agreement with FTC Staff governing the inadvertent production of privileged materials. Such agreement will be modeled on the principles set forth in Federal Rule of Evidence 502(d) and will provide that the inadvertent production of privileged or work-product-protected materials shall not constitute a waiver of any applicable privilege or protection.

The Firm will supervise all contract review attorneys engaged through Keymark in connection with the document review process, including the development and maintenance of review protocols, coding guidelines, quality control procedures, and escalation workflows. Senior associates and partners at the Firm will conduct quality control checks and sample-based audits of contract reviewer coding decisions on a regular basis throughout the review.

3.3 Structured Data Submissions

The Firm will prepare and submit structured data productions responsive to the specifications of the Second Request. Such data submissions are expected to encompass, among other categories: sales data (including revenue, units, and contract-level detail), pricing data (including list prices, discounts, and negotiated rates), customer lists (including contact information, contract terms, and renewal dates), win/loss data (including competitive bid information, win rates, and displacement data), market share estimates (including internal estimates and third-party analyst data), financial data (including historical and projected income statements, balance sheets, and cash flow statements for Pinnacle and Meridian), and product feature matrices describing the functionality, integration capabilities, and deployment models of Pinnacle's and Meridian's respective product suites.

The Firm will work with the Client's finance, operations, and technology personnel, as well as with personnel at Meridian, to identify, compile, validate, and format all structured data in accordance with FTC specifications and the Commission's standard data submission protocols. Where applicable, the Firm will prepare accompanying data dictionaries, methodology descriptions, and explanatory memoranda to facilitate FTC Staff's review and analysis of the structured data.

3.4 Economic and Narrative Submissions

The Firm will prepare and file an economic submission (commonly referred to as a "white paper") analyzing the relevant product and geographic markets implicated by the Transaction, the competitive effects of the Transaction, and the cognizable efficiencies expected to result from the Transaction. This submission will be a central component of the Client's advocacy before the Commission.

In connection with the economic submission, the Firm will engage Dr. Arvind Chakrabarti, Senior Economist at Calderwood & Harkness Economic Consulting, to prepare quantitative and qualitative competitive effects analyses. Dr. Chakrabarti's analysis is expected to encompass market definition, market concentration metrics (including HHI calculations), analysis of competitive dynamics and entry conditions, assessment of unilateral and coordinated effects, evaluation of vertical foreclosure theories, and efficiencies analysis.

Based on the Firm's preliminary review of the relevant industry landscape and the Second Request specifications, the relevant product markets anticipated to be at issue in the FTC's investigation are: (i) cloud-based portfolio analytics and performance attribution software for institutional asset managers; and (ii) cloud-based order management/execution management software ("OMS/EMS") for institutional asset managers. The geographic market is anticipated to be national (United States) or global in scope. The Firm will refine its market definition analysis as the investigation progresses and additional information becomes available.

3.5 FTC Advocacy and Clearance

The Firm will conduct substantive advocacy before FTC Mergers IV staff throughout the investigation and clearance process. This advocacy will include the preparation and delivery of formal and informal presentations to FTC Staff, preparation of written responses to staff inquiries and information requests, and participation in meetings, calls, and conferences with Commission staff. The Firm's advocacy will be directed toward demonstrating that the Transaction is not likely to substantially lessen competition in any relevant market, and that any potential competitive concerns are outweighed by the significant procompetitive efficiencies and consumer benefits that the Transaction is expected to generate.

The Firm will prepare a substantial compliance certification and supporting declarations to be submitted to the FTC upon completion of the Client's document and data productions. The compliance certification will describe the scope and methodology of the Client's compliance efforts and will certify that the Client has conducted a diligent and good-faith search for and production of all responsive, non-privileged materials.

The Firm will negotiate with FTC Staff regarding the timing and scope of compliance, including the timing and sequencing of document productions, the scope of any supplemental requests or interrogatories, and any "pull-forward" requests for specific categories of documents or data. The Firm will keep the Client informed of all material developments in these negotiations and will seek the Client's input and approval before agreeing to any material modifications of the compliance timeline or scope.

The Firm will also coordinate with counsel to Pinnacle and the Sellers, specifically Hargrove, Pelletier & Stein LLP, located at 2001 Ross Avenue, Suite 3600, Dallas, Texas 75201 (Lead Partner: Catherine A. Pelletier; Associate: David L. Morrissette), to ensure a coordinated compliance and advocacy strategy. Such coordination will include regular calls and meetings to align on timing, messaging, and substantive positions, and to ensure that the respective parties' productions and submissions are consistent and mutually reinforcing. The Firm anticipates entering into a joint defense or common interest agreement with Hargrove, Pelletier & Stein LLP to facilitate the sharing of privileged information in connection with the coordinated advocacy effort.

3.6 Excluded Services

This engagement does not include representation of the Client in connection with the following matters, each of which is outside the scope of the Firm's retention:

(a) any private litigation or judicial challenge to the Transaction, including any action brought by private plaintiffs, competitors, customers, or state attorneys general;

(b) state-level antitrust review or state regulatory approval processes, if any;

(c) negotiation, amendment, or interpretation of the Merger Agreement or any ancillary transaction documents, including management equity agreements, employment arrangements, indemnification agreements, or escrow agreements;

(d) tax advice, including federal, state, local, or international tax planning, structuring, or compliance in connection with the Transaction;

(e) debt financing or credit facility documentation in connection with the Transaction, which is being handled by Briarcliff National Bank, N.A. and its counsel; or

(f) representation of Thorngate Capital Partners LP (which is separately represented by Ashford Crane LLP) or Crestline Ventures LLC.

The Client acknowledges that financial advisory matters in connection with the Transaction are being handled by Redstone Advisory Group LLC (Managing Director: Elaine C. Davenport), and that the Firm's engagement does not extend to financial advisory services of any kind.

Additionally, the Client acknowledges that Pinnacle's independent auditor, Fielding & Cascade Insurance Brokers (Engagement Partner: Thomas R. Sennett, CPA), may be contacted by the Firm for the purpose of obtaining financial data and documentation responsive to the Second Request. Any such contact with Fielding & Cascade Insurance Brokers shall be coordinated through Pinnacle's General Counsel, Marcus E. Culberson, and through Pinnacle's outside counsel, Hargrove, Pelletier & Stein LLP.

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 of the engagement, including oversight of the document review process, preparation of privilege logs, and drafting of the economic submission. Elliot Nguyen will support Ms. Reyes in all aspects of the engagement, with particular focus on structured data submissions and custodian management. Tamara J. Westbrook will serve as E-discovery Counsel and will be responsible for the design and implementation of document collection protocols, management of the Keymark relationship, and oversight of the technology-assisted review workflow. Dr. Arvind Chakrabarti will lead the economic analysis and will work closely with the legal team to develop the Client's competitive effects arguments and efficiencies narrative.

Additional attorneys or professionals may be assigned to the engagement as needed to ensure timely and effective compliance with the Second Request. The Firm will provide reasonable notice to the Client of any material changes to the engagement team, including the assignment of additional partners or senior associates.

The day-to-day contacts for the Client shall be Graham A. Whitfield, Founding Partner & CEO, and Sandra K. Levinson, Co-Managing Partner & CIO. Matter-specific operational contacts at Meridian shall be coordinated through Priya N. Raghavan (CEO, Meridian) or such other person as Ms. Raghavan may designate. The Firm will establish regular communication protocols, including weekly status calls and written status reports, to keep the Client informed of all material developments.

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, which will be communicated to the Client in advance of such assignment.

No success fee, contingency fee, transaction-related bonus, or other form of alternative fee arrangement is payable under this engagement. The Client's obligation to pay fees is based solely on the hourly rates set forth above and the actual time spent by the Firm's professionals in connection with the engagement.

The Firm reserves the right to adjust its standard hourly rates annually, effective January 1 of each calendar year. Any such rate adjustment will be communicated to the Client in writing at least thirty (30) days prior to the effective date of the adjustment. Rate adjustments shall apply only to services rendered on or after the effective date of the adjustment.

5.2 Estimated Budget

Based on the Firm's preliminary assessment of the scope and complexity of the Second Request — which contains forty-seven (47) specifications, is expected to involve approximately eighteen (18) custodians on the Solara side (inclusive of custodians at Solara, Fund IV, and Meridian), and raises potential horizontal and vertical competitive concerns in two relevant product markets — the Firm estimates the following costs through clearance:

These estimates are provided for budgeting and planning purposes only and do not constitute a cap, ceiling, fixed fee, or guaranteed maximum price. The Client understands and acknowledges that the Firm is not guaranteeing that actual fees and costs will not exceed the estimated amounts.

Actual fees and costs will depend on a number of factors that cannot be predicted with certainty at this time, including without limitation: the volume of documents collected (currently estimated at approximately 1.24 million documents pre-deduplication across all custodians and data sources), the volume of documents determined to be responsive or potentially responsive following technology-assisted review, the complexity and volume of privilege issues encountered during the review, the number and scope of supplemental requests, interrogatories, or "pull-forward" requests issued by FTC Staff during the compliance process, the duration of the overall review and compliance process, and the extent of substantive advocacy required to achieve clearance.

The Firm will provide monthly budget status updates to the Client, comparing actual fees and costs incurred to date against the estimated budget. The Firm will promptly notify the Client if it anticipates that actual fees will exceed the estimated amounts by more than ten percent (10%), and will discuss with the Client any measures that may be taken to manage costs without compromising the quality or timeliness of the compliance effort.

5.3 Expenses and Disbursements

The Client will be responsible for reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses may include, but are not limited to: travel expenses (including airfare, hotel, ground transportation, and meals incurred in connection with travel to FTC offices or Client locations), courier and overnight delivery charges, long-distance telephone and videoconference charges, charges for computerized legal research (including Westlaw and Sundial Solutions), photocopying and printing charges, filing fees, and other similar costs.

The HSR Act filing fee of $450,000, which was previously paid by or on behalf of the Client in connection with the April 28, 2023 HSR filing, is not included in the foregoing fee estimates or expense estimates.

Vendor costs for Keymark Document Solutions LLC will be invoiced separately by Keymark and passed through directly to the Client, or alternatively, at the Client's election, invoiced through the Firm with no markup or administrative surcharge. The Client shall notify the Firm of its preferred invoicing arrangement within ten (10) business days of the date of this Letter. In either case, the Client shall be solely responsible for all Keymark fees and costs incurred in connection with the engagement.

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 narrative description of the work performed, and a summary of expenses and disbursements incurred during the billing period.

Invoices will be directed to the attention of Graham A. Whitfield and Sandra K. Levinson at the Client's address set forth above, or to such other address or addresses as the Client may designate in writing. Electronic copies of invoices will be transmitted via email to such addresses as the Client may specify.

Invoices are due and payable within thirty (30) days of the invoice date.

6.2 Late Payment

Any amounts that remain unpaid after the thirty (30)-day payment period will accrue interest at the rate of one percent (1.0%) per month (equivalent to twelve percent (12%) per annum), or the maximum rate permitted by applicable law, whichever is less. Interest shall be calculated on the outstanding balance from the date on which payment was due until the date on which payment is received in full by the Firm. The accrual of interest shall not constitute a waiver by the Firm of any other rights or remedies available to it in connection with the Client's failure to pay.

6.3 Retainer. No retainer or advance deposit against fees is required at the commencement of this engagement. The Firm reserves the right to request a retainer in the event that invoices remain unpaid beyond the thirty (30)-day payment period specified herein.

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 third party except (a) as authorized by the Client, (b) as required by the Firm's professional obligations under the applicable rules of professional conduct, (c) as required by applicable law, regulation, or court order, or (d) as necessary in connection with the FTC proceedings, including productions and submissions made in compliance with the Second Request.

The Firm will comply with the terms of any protective order, confidentiality agreement, or non-disclosure agreement entered into in connection with the FTC proceedings. The Firm will take reasonable measures to safeguard confidential client information, including the use of secure document management systems, encrypted communications, and access controls.

7.2 Privilege. Communications between the Firm and the Client in connection with this engagement, including written and oral communications, memoranda, analyses, and other work product prepared by the Firm, are intended to be protected by the attorney-client privilege and/or the work product doctrine. The Client agrees to take all reasonable steps to preserve such privilege and protection, including refraining from disclosing the Firm's legal advice to third parties without the Firm's prior written consent.

Notwithstanding the foregoing, the Client may share the Firm's legal advice and work product with co-counsel to Pinnacle and the Sellers, specifically Hargrove, Pelletier & Stein LLP, or with other professional advisors, under the terms of a common interest or joint defense agreement. Any such sharing shall be conducted in a manner that preserves the applicable privilege or protection, and the Client shall ensure that the recipient acknowledges and agrees to maintain the privileged and confidential nature of the shared materials.

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 represents a significant number of clients across a wide range of industries and practice areas. The Firm may currently represent, or may in the future undertake representation of, other clients whose commercial interests may differ from or be adverse to those of the Client in matters that are unrelated to this engagement. The Client consents to the Firm's continued and future representation of other clients in matters that are not substantially related to this engagement, provided that the Firm will not undertake representation of any party that is directly adverse to the Client in any matter that is substantially related to this engagement without first obtaining the Client's informed written consent.

In the event that a conflict of interest arises after the date of this Letter that the Firm believes may impair its ability to continue the representation, the Firm will promptly notify the Client and the parties will discuss in good faith whether the conflict can be resolved through appropriate measures, including the implementation of ethical screens or the execution of informed written consents. If the conflict cannot be resolved, the Firm may withdraw from the engagement in accordance with Section 11 below.

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) years from the date of the matter's closure, subject to extension for matters involving ongoing litigation, regulatory investigation, or similar circumstances.

Original documents belonging to the Client that are in the Firm's possession will be returned to the Client upon written request. The Client acknowledges that the Firm may retain copies of such original documents in its files.

The Firm may destroy or dispose of client files in accordance with its document retention policy after providing the Client with at least sixty (60) days' prior written notice of the intended destruction. If the Client does not request return of the files within the notice period, the Firm shall be entitled to proceed with destruction without further obligation to the Client.

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 or gross negligence.

The Client acknowledges that this limitation of liability reflects a fair and reasonable allocation of risk between the parties in light of the nature of the engagement, the fees charged, and the parties' respective abilities to bear and insure against the risks associated with the engagement. The Client further acknowledges that the Firm's willingness to undertake this engagement at the rates set forth herein is conditioned upon the inclusion of this limitation of liability provision.

In no event shall the Firm be liable to the Client for any indirect, consequential, incidental, special, or punitive damages arising out of or in connection with this engagement, regardless of whether such damages were foreseeable or whether the Firm was advised of the possibility of such damages.

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 matter to successor counsel. Upon the Client's request and subject to applicable rules of professional conduct, the Firm will cooperate in the transfer of files, work product, and other materials to successor counsel.

11.2 By the Firm

The Firm may withdraw from this engagement upon reasonable written notice to the Client, subject to the applicable rules of professional conduct and any obligations the Firm may have to the Federal Trade Commission or other tribunals in connection with the representation. Circumstances that may warrant the Firm's withdrawal include, but are not limited to: (a) non-payment of invoices rendered in accordance with this Letter after reasonable notice and opportunity to cure; (b) conflicts of interest arising after the date of this Letter that cannot be resolved through appropriate measures; (c) the Client's failure to cooperate in the Firm's performance of services, including failure to provide documents, data, or access to personnel in a timely manner; (d) the Client's insistence upon a course of action that the Firm reasonably believes to be unethical, unlawful, or inconsistent with the Firm's professional obligations; or (e) other circumstances that render the Firm's continued representation unreasonably difficult or impracticable.

In the event of withdrawal by the Firm, the Firm will take all reasonable steps to protect the Client's interests, including providing reasonable notice to permit the Client to engage successor counsel, cooperating in the transfer of files and work product, and complying with any applicable rules regarding withdrawal from representation.

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 services provided, shall be resolved by binding arbitration in Washington, D.C. The arbitration shall be administered by a mutually agreed-upon arbitral body and shall be conducted before a single arbitrator selected in accordance with the rules of the chosen arbitral body. If the parties are unable to agree upon an arbitral body within thirty (30) days of written notice of a dispute, the arbitration shall be administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The arbitrator's award shall be final and binding and may be entered and enforced in any court of competent jurisdiction. Each party shall bear its own costs and attorney's fees in connection with the arbitration, unless the arbitrator determines that a different allocation is warranted.

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 except by a written instrument duly executed by both the Firm and the Client. No waiver of any provision of this Letter shall be effective unless set forth in a signed writing by the party granting the waiver, and no waiver shall constitute a waiver of any other provision or a continuing waiver of the same provision.

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 hesitate to contact me directly at (202) 944-7614 or hbellamy@calderwoodharkness.com if you have any questions regarding this Letter or the engagement generally. We are grateful for your confidence in Calderwood & Harkness LLP and look forward to a successful working relationship.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Howard Bellamy Partner, Antitrust & Competition Group Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006

Date: ________

AGREED AND ACCEPTED:

SOLARA DIGITAL INFRASTRUCTURE LP By its General Partner, Solara Digital Infrastructure GP LLC

By: ________

Name: Graham A. Whitfield

Title: Founding Partner & Chief Executive Officer

Date: ________

By: ________

Name: Sandra K. Levinson

Title: Co-Managing Partner & Chief Investment Officer

Date: ________

Enclosure: Rate Schedule (incorporated above in Section 5.1)

cc: Monica Reyes, Senior Associate, Calderwood & Harkness LLP

Tamara J. Westbrook, Of Counsel, Calderwood & Harkness LLP

Name	Role	Title
Howard Bellamy	Responsible Partner & Billing Partner	Partner, Antitrust & Competition Group
Monica Reyes	Lead Associate	Senior Associate (Year 7), Antitrust & Competition Group
Elliot Nguyen	Working Associate	Associate (Year 4), Antitrust & Competition Group
Tamara J. Westbrook	E-discovery Counsel	Of Counsel, Litigation Technology & E-discovery
Dr. Arvind Chakrabarti	Senior Economist	Senior Economist, Calderwood & Harkness Economic Consulting
Professional	Hourly Rate
Howard Bellamy (Partner)	$1,650 per hour
Monica Reyes (Senior Associate, Year 7)	$1,050 per hour
Elliot Nguyen (Associate, Year 4)	$825 per hour
Tamara J. Westbrook (Of Counsel, E-discovery)	$975 per hour
Dr. Arvind Chakrabarti (Senior Economist)	$1,200 per hour
Category	Estimated Amount
Calderwood & Harkness LLP legal fees (including economic consulting)	$5,740,000
Keymark Document Solutions LLC (e-discovery vendor: processing, hosting, contract review attorneys, TAR, and related services)	$1,820,000
Total estimated Solara-side compliance cost	$7,560,000

CALDERWOOD & HARKNESS LLP Attorneys at Law
1900 K Street NW, Suite 800 Washington, DC 20006
Telephone: (202) 944-7600 Facsimile: (202) 944-7601 www.calderwoodharkness.com
May 30, 2023
VIA EMAIL AND OVERNIGHT COURIER
Mr. Graham A. Whitfield Founding Partner & Chief Executive Officer
Ms. Sandra K. Levinson Co-Managing Partner & Chief Investment Officer
Solara Digital Infrastructure GP LLC, as General Partner of Solara Digital Infrastructure LP 200 Tatnall Street, Suite 1400 Wilmington, Delaware 19801
Re: Engagement of Calderwood & Harkness LLP — Second Request Compliance FTC File No. 231-0487 Proposed Acquisition of Pinnacle Cloud Systems, Inc. by Solara Digital Infrastructure Fund IV LP
Dear Mr. Whitfield and Ms. Levinson:
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 Material ("Second Request") issued by the Federal Trade Commission ("FTC" or "Commission") on May 29, 2023, in connection with the proposed acquisition (the "Transaction") of one hundred percent (100%) of the outstanding capital stock of Pinnacle Cloud Systems, Inc. ("Pinnacle"), a Delaware corporation headquartered at 8700 Research Boulevard, Suite 500, Austin, Texas 78758.
The Transaction has a reported enterprise value of approximately $1.63 billion, consisting of approximately $1.19 billion in cash and approximately $440 million in rollover equity contributed by certain continuing stockholders of Pinnacle. The Transaction is to be effected pursuant to that certain Stock Purchase Agreement, dated as of April 14, 2023 (the "Merger Agreement"), by and among Solara Digital Infrastructure Fund IV LP, PCS Acquisition Corp., Pinnacle Cloud Systems, Inc., Thorngate Capital Partners LP (in its capacity as Sellers' Representative), and the Sellers named therein.
As you are aware, the parties submitted a Notification and Report Form pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), on April 28, 2023. The initial thirty-day waiting period under the HSR Act expired on May 28, 2023 (as extended by one day via agreement between the parties and the Commission), and the Second Request was issued on May 29, 2023 by the Bureau of Competition, Mergers IV Division. Substantial compliance with the Second Request is a condition to the expiration or termination of the extended waiting period and, accordingly, a condition to the closing of the Transaction under the Merger Agreement.
This engagement letter (this "Letter") sets forth the terms and conditions upon which the Firm will provide legal services to the Client (as defined in Section 2 below) in connection with the Second Request. This Letter supersedes any prior oral understandings, discussions, or communications between the parties and constitutes the binding agreement between the Firm and the Client with respect to this engagement.
We look forward to working with you on this important matter and are committed to achieving a timely and favorable resolution of the Second Request process.
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 Orange Street, Wilmington, Delaware 19801.
For the avoidance of doubt, this engagement does not create an attorney-client relationship between the Firm and any limited partner, investor, co-investor, or parallel fund vehicle of Fund IV, or with any portfolio company of Solara or any of its affiliated funds (including, without limitation, Meridian Workflow Solutions, Inc.), except to the extent specifically set forth in this Letter. The Firm owes no duty of confidentiality, loyalty, or care to any such limited partner, investor, or portfolio company in its own right by virtue of this engagement.
Notwithstanding the foregoing, the Firm acknowledges that, in connection with this engagement, it may be necessary to collect documents from and interact with personnel of Meridian Workflow Solutions, Inc. ("Meridian"), a Delaware corporation headquartered at 350 North Clark Street, Suite 2200, Chicago, Illinois 60654 (Chief Executive Officer: Priya N. Raghavan), as an existing Solara portfolio company whose products and operations are implicated by the scope of the Second Request. Any such interactions with Meridian personnel shall be conducted at the direction of and for the benefit of the Client, and Meridian shall be treated as a "directed affiliate" for purposes of document collection and compliance activities but shall not be treated as an independent client of the Firm. The Firm's duties of confidentiality, loyalty, and professional responsibility shall run solely to the Client as defined herein, and not independently to Meridian. Meridian may, at its election and expense, engage its own independent counsel to advise it in connection with any matters arising from the Second Request compliance process.
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 termination of the Transaction, or (d) termination of this engagement in accordance with Section 11 below. The specific services to be provided by the Firm in connection with this engagement are described below.
3.1 Custodian Identification and Document Collection
The Firm will work with the Client to identify responsive custodians at Solara, Fund IV, and Meridian whose files and communications are likely to contain documents responsive to the specifications set forth in the Second Request. This custodian identification process will involve review of organizational charts, reporting relationships, deal team composition, investment committee membership, and the functional responsibilities of relevant personnel across each entity.
Upon identification of custodians, the Firm will design and implement comprehensive document collection protocols, including the collection of documents and electronically stored information ("ESI") from all relevant sources. Such sources are expected to include, without limitation: enterprise email systems (including Strathmore Data Systems, Ashgrove Software, and Crestline Software), shared network drives, cloud-based file storage repositories (including Aldermere Systems, Hollowell Health IT, Larkspur Technologies, and box), messaging and collaboration platforms (including Meridian Solutions and Northgate Data Systems), personal devices (including laptops, tablets, and mobile phones used for business purposes), and any other repositories identified during the collection process.
The Firm will coordinate closely with the Client's internal information technology teams and with Meridian management (through Priya N. Raghavan or her designees) to ensure that collections are forensically defensible, properly documented, and conducted in a manner that preserves the integrity and metadata of all collected materials.
In connection with document processing and review, the Firm will engage and manage the e-discovery vendor Keymark Document Solutions LLC ("Keymark"), located at 7600 Leesburg Pike, Suite 320, Falls Church, Virginia 22043 (Project Manager: Daniel S. Fong). Keymark will be responsible for document processing, de-duplication, filtering (including date range and domain filtering), hosting, and technology-assisted review ("TAR") within a Crestline Technologies review environment. The Firm will negotiate the terms of Keymark's engagement and supervise Keymark's performance throughout the engagement. The Client will have the right to review and approve the terms of any statement of work or engagement agreement entered into with Keymark prior to its execution.
3.2 Document Review and Privilege Analysis
The Firm will conduct a review of all collected documents for responsiveness to the forty-seven (47) specifications contained in the Second Request. This review will be conducted using a combination of technology-assisted review (including active learning workflows and predictive coding models validated against statistical samples) and manual review by attorneys experienced in antitrust Second Request matters.
In conjunction with the responsiveness review, the Firm will conduct a comprehensive privilege review across all applicable privilege categories, including the attorney-client privilege, the work product doctrine, and the joint defense/common interest privilege. The Firm will prepare and maintain a privilege log in accordance with FTC requirements, including all information necessary to permit the Commission to assess the applicability of asserted privileges. The privilege log will be updated on a rolling basis as productions are made.
The Firm will negotiate a clawback and non-waiver agreement with FTC Staff governing the inadvertent production of privileged materials. Such agreement will be modeled on the principles set forth in Federal Rule of Evidence 502(d) and will provide that the inadvertent production of privileged or work-product-protected materials shall not constitute a waiver of any applicable privilege or protection.
The Firm will supervise all contract review attorneys engaged through Keymark in connection with the document review process, including the development and maintenance of review protocols, coding guidelines, quality control procedures, and escalation workflows. Senior associates and partners at the Firm will conduct quality control checks and sample-based audits of contract reviewer coding decisions on a regular basis throughout the review.
3.3 Structured Data Submissions
The Firm will prepare and submit structured data productions responsive to the specifications of the Second Request. Such data submissions are expected to encompass, among other categories: sales data (including revenue, units, and contract-level detail), pricing data (including list prices, discounts, and negotiated rates), customer lists (including contact information, contract terms, and renewal dates), win/loss data (including competitive bid information, win rates, and displacement data), market share estimates (including internal estimates and third-party analyst data), financial data (including historical and projected income statements, balance sheets, and cash flow statements for Pinnacle and Meridian), and product feature matrices describing the functionality, integration capabilities, and deployment models of Pinnacle's and Meridian's respective product suites.
The Firm will work with the Client's finance, operations, and technology personnel, as well as with personnel at Meridian, to identify, compile, validate, and format all structured data in accordance with FTC specifications and the Commission's standard data submission protocols. Where applicable, the Firm will prepare accompanying data dictionaries, methodology descriptions, and explanatory memoranda to facilitate FTC Staff's review and analysis of the structured data.
3.4 Economic and Narrative Submissions
The Firm will prepare and file an economic submission (commonly referred to as a "white paper") analyzing the relevant product and geographic markets implicated by the Transaction, the competitive effects of the Transaction, and the cognizable efficiencies expected to result from the Transaction. This submission will be a central component of the Client's advocacy before the Commission.
In connection with the economic submission, the Firm will engage Dr. Arvind Chakrabarti, Senior Economist at Calderwood & Harkness Economic Consulting, to prepare quantitative and qualitative competitive effects analyses. Dr. Chakrabarti's analysis is expected to encompass market definition, market concentration metrics (including HHI calculations), analysis of competitive dynamics and entry conditions, assessment of unilateral and coordinated effects, evaluation of vertical foreclosure theories, and efficiencies analysis.
Based on the Firm's preliminary review of the relevant industry landscape and the Second Request specifications, the relevant product markets anticipated to be at issue in the FTC's investigation are: (i) cloud-based portfolio analytics and performance attribution software for institutional asset managers; and (ii) cloud-based order management/execution management software ("OMS/EMS") for institutional asset managers. The geographic market is anticipated to be national (United States) or global in scope. The Firm will refine its market definition analysis as the investigation progresses and additional information becomes available.
3.5 FTC Advocacy and Clearance
The Firm will conduct substantive advocacy before FTC Mergers IV staff throughout the investigation and clearance process. This advocacy will include the preparation and delivery of formal and informal presentations to FTC Staff, preparation of written responses to staff inquiries and information requests, and participation in meetings, calls, and conferences with Commission staff. The Firm's advocacy will be directed toward demonstrating that the Transaction is not likely to substantially lessen competition in any relevant market, and that any potential competitive concerns are outweighed by the significant procompetitive efficiencies and consumer benefits that the Transaction is expected to generate.
The Firm will prepare a substantial compliance certification and supporting declarations to be submitted to the FTC upon completion of the Client's document and data productions. The compliance certification will describe the scope and methodology of the Client's compliance efforts and will certify that the Client has conducted a diligent and good-faith search for and production of all responsive, non-privileged materials.
The Firm will negotiate with FTC Staff regarding the timing and scope of compliance, including the timing and sequencing of document productions, the scope of any supplemental requests or interrogatories, and any "pull-forward" requests for specific categories of documents or data. The Firm will keep the Client informed of all material developments in these negotiations and will seek the Client's input and approval before agreeing to any material modifications of the compliance timeline or scope.
The Firm will also coordinate with counsel to Pinnacle and the Sellers, specifically Hargrove, Pelletier & Stein LLP, located at 2001 Ross Avenue, Suite 3600, Dallas, Texas 75201 (Lead Partner: Catherine A. Pelletier; Associate: David L. Morrissette), to ensure a coordinated compliance and advocacy strategy. Such coordination will include regular calls and meetings to align on timing, messaging, and substantive positions, and to ensure that the respective parties' productions and submissions are consistent and mutually reinforcing. The Firm anticipates entering into a joint defense or common interest agreement with Hargrove, Pelletier & Stein LLP to facilitate the sharing of privileged information in connection with the coordinated advocacy effort.
3.6 Excluded Services
This engagement does not include representation of the Client in connection with the following matters, each of which is outside the scope of the Firm's retention:
(a) any private litigation or judicial challenge to the Transaction, including any action brought by private plaintiffs, competitors, customers, or state attorneys general;
(b) state-level antitrust review or state regulatory approval processes, if any;
(c) negotiation, amendment, or interpretation of the Merger Agreement or any ancillary transaction documents, including management equity agreements, employment arrangements, indemnification agreements, or escrow agreements;
(d) tax advice, including federal, state, local, or international tax planning, structuring, or compliance in connection with the Transaction;
(e) debt financing or credit facility documentation in connection with the Transaction, which is being handled by Briarcliff National Bank, N.A. and its counsel; or
(f) representation of Thorngate Capital Partners LP (which is separately represented by Ashford Crane LLP) or Crestline Ventures LLC.
The Client acknowledges that financial advisory matters in connection with the Transaction are being handled by Redstone Advisory Group LLC (Managing Director: Elaine C. Davenport), and that the Firm's engagement does not extend to financial advisory services of any kind.
Additionally, the Client acknowledges that Pinnacle's independent auditor, Fielding & Cascade Insurance Brokers (Engagement Partner: Thomas R. Sennett, CPA), may be contacted by the Firm for the purpose of obtaining financial data and documentation responsive to the Second Request. Any such contact with Fielding & Cascade Insurance Brokers shall be coordinated through Pinnacle's General Counsel, Marcus E. Culberson, and through Pinnacle's outside counsel, Hargrove, Pelletier & Stein LLP.
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 of the engagement, including oversight of the document review process, preparation of privilege logs, and drafting of the economic submission. Elliot Nguyen will support Ms. Reyes in all aspects of the engagement, with particular focus on structured data submissions and custodian management. Tamara J. Westbrook will serve as E-discovery Counsel and will be responsible for the design and implementation of document collection protocols, management of the Keymark relationship, and oversight of the technology-assisted review workflow. Dr. Arvind Chakrabarti will lead the economic analysis and will work closely with the legal team to develop the Client's competitive effects arguments and efficiencies narrative.
Additional attorneys or professionals may be assigned to the engagement as needed to ensure timely and effective compliance with the Second Request. The Firm will provide reasonable notice to the Client of any material changes to the engagement team, including the assignment of additional partners or senior associates.
The day-to-day contacts for the Client shall be Graham A. Whitfield, Founding Partner & CEO, and Sandra K. Levinson, Co-Managing Partner & CIO. Matter-specific operational contacts at Meridian shall be coordinated through Priya N. Raghavan (CEO, Meridian) or such other person as Ms. Raghavan may designate. The Firm will establish regular communication protocols, including weekly status calls and written status reports, to keep the Client informed of all material developments.
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, which will be communicated to the Client in advance of such assignment.
No success fee, contingency fee, transaction-related bonus, or other form of alternative fee arrangement is payable under this engagement. The Client's obligation to pay fees is based solely on the hourly rates set forth above and the actual time spent by the Firm's professionals in connection with the engagement.
The Firm reserves the right to adjust its standard hourly rates annually, effective January 1 of each calendar year. Any such rate adjustment will be communicated to the Client in writing at least thirty (30) days prior to the effective date of the adjustment. Rate adjustments shall apply only to services rendered on or after the effective date of the adjustment.
5.2 Estimated Budget
Based on the Firm's preliminary assessment of the scope and complexity of the Second Request — which contains forty-seven (47) specifications, is expected to involve approximately eighteen (18) custodians on the Solara side (inclusive of custodians at Solara, Fund IV, and Meridian), and raises potential horizontal and vertical competitive concerns in two relevant product markets — the Firm estimates the following costs through clearance:
These estimates are provided for budgeting and planning purposes only and do not constitute a cap, ceiling, fixed fee, or guaranteed maximum price. The Client understands and acknowledges that the Firm is not guaranteeing that actual fees and costs will not exceed the estimated amounts.
Actual fees and costs will depend on a number of factors that cannot be predicted with certainty at this time, including without limitation: the volume of documents collected (currently estimated at approximately 1.24 million documents pre-deduplication across all custodians and data sources), the volume of documents determined to be responsive or potentially responsive following technology-assisted review, the complexity and volume of privilege issues encountered during the review, the number and scope of supplemental requests, interrogatories, or "pull-forward" requests issued by FTC Staff during the compliance process, the duration of the overall review and compliance process, and the extent of substantive advocacy required to achieve clearance.
The Firm will provide monthly budget status updates to the Client, comparing actual fees and costs incurred to date against the estimated budget. The Firm will promptly notify the Client if it anticipates that actual fees will exceed the estimated amounts by more than ten percent (10%), and will discuss with the Client any measures that may be taken to manage costs without compromising the quality or timeliness of the compliance effort.
5.3 Expenses and Disbursements
The Client will be responsible for reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses may include, but are not limited to: travel expenses (including airfare, hotel, ground transportation, and meals incurred in connection with travel to FTC offices or Client locations), courier and overnight delivery charges, long-distance telephone and videoconference charges, charges for computerized legal research (including Westlaw and Sundial Solutions), photocopying and printing charges, filing fees, and other similar costs.
The HSR Act filing fee of $450,000, which was previously paid by or on behalf of the Client in connection with the April 28, 2023 HSR filing, is not included in the foregoing fee estimates or expense estimates.
Vendor costs for Keymark Document Solutions LLC will be invoiced separately by Keymark and passed through directly to the Client, or alternatively, at the Client's election, invoiced through the Firm with no markup or administrative surcharge. The Client shall notify the Firm of its preferred invoicing arrangement within ten (10) business days of the date of this Letter. In either case, the Client shall be solely responsible for all Keymark fees and costs incurred in connection with the engagement.
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 narrative description of the work performed, and a summary of expenses and disbursements incurred during the billing period.
Invoices will be directed to the attention of Graham A. Whitfield and Sandra K. Levinson at the Client's address set forth above, or to such other address or addresses as the Client may designate in writing. Electronic copies of invoices will be transmitted via email to such addresses as the Client may specify.
Invoices are due and payable within thirty (30) days of the invoice date.
6.2 Late Payment
Any amounts that remain unpaid after the thirty (30)-day payment period will accrue interest at the rate of one percent (1.0%) per month (equivalent to twelve percent (12%) per annum), or the maximum rate permitted by applicable law, whichever is less. Interest shall be calculated on the outstanding balance from the date on which payment was due until the date on which payment is received in full by the Firm. The accrual of interest shall not constitute a waiver by the Firm of any other rights or remedies available to it in connection with the Client's failure to pay.
6.3 Retainer.  No retainer or advance deposit against fees is required at the commencement of this engagement. The Firm reserves the right to request a retainer in the event that invoices remain unpaid beyond the thirty (30)-day payment period specified herein.
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 third party except (a) as authorized by the Client, (b) as required by the Firm's professional obligations under the applicable rules of professional conduct, (c) as required by applicable law, regulation, or court order, or (d) as necessary in connection with the FTC proceedings, including productions and submissions made in compliance with the Second Request.
The Firm will comply with the terms of any protective order, confidentiality agreement, or non-disclosure agreement entered into in connection with the FTC proceedings. The Firm will take reasonable measures to safeguard confidential client information, including the use of secure document management systems, encrypted communications, and access controls.
7.2 Privilege.  Communications between the Firm and the Client in connection with this engagement, including written and oral communications, memoranda, analyses, and other work product prepared by the Firm, are intended to be protected by the attorney-client privilege and/or the work product doctrine. The Client agrees to take all reasonable steps to preserve such privilege and protection, including refraining from disclosing the Firm's legal advice to third parties without the Firm's prior written consent.
Notwithstanding the foregoing, the Client may share the Firm's legal advice and work product with co-counsel to Pinnacle and the Sellers, specifically Hargrove, Pelletier & Stein LLP, or with other professional advisors, under the terms of a common interest or joint defense agreement. Any such sharing shall be conducted in a manner that preserves the applicable privilege or protection, and the Client shall ensure that the recipient acknowledges and agrees to maintain the privileged and confidential nature of the shared materials.
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 represents a significant number of clients across a wide range of industries and practice areas. The Firm may currently represent, or may in the future undertake representation of, other clients whose commercial interests may differ from or be adverse to those of the Client in matters that are unrelated to this engagement. The Client consents to the Firm's continued and future representation of other clients in matters that are not substantially related to this engagement, provided that the Firm will not undertake representation of any party that is directly adverse to the Client in any matter that is substantially related to this engagement without first obtaining the Client's informed written consent.
In the event that a conflict of interest arises after the date of this Letter that the Firm believes may impair its ability to continue the representation, the Firm will promptly notify the Client and the parties will discuss in good faith whether the conflict can be resolved through appropriate measures, including the implementation of ethical screens or the execution of informed written consents. If the conflict cannot be resolved, the Firm may withdraw from the engagement in accordance with Section 11 below.
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) years from the date of the matter's closure, subject to extension for matters involving ongoing litigation, regulatory investigation, or similar circumstances.
Original documents belonging to the Client that are in the Firm's possession will be returned to the Client upon written request. The Client acknowledges that the Firm may retain copies of such original documents in its files.
The Firm may destroy or dispose of client files in accordance with its document retention policy after providing the Client with at least sixty (60) days' prior written notice of the intended destruction. If the Client does not request return of the files within the notice period, the Firm shall be entitled to proceed with destruction without further obligation to the Client.
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 or gross negligence.
The Client acknowledges that this limitation of liability reflects a fair and reasonable allocation of risk between the parties in light of the nature of the engagement, the fees charged, and the parties' respective abilities to bear and insure against the risks associated with the engagement. The Client further acknowledges that the Firm's willingness to undertake this engagement at the rates set forth herein is conditioned upon the inclusion of this limitation of liability provision.
In no event shall the Firm be liable to the Client for any indirect, consequential, incidental, special, or punitive damages arising out of or in connection with this engagement, regardless of whether such damages were foreseeable or whether the Firm was advised of the possibility of such damages.
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 matter to successor counsel. Upon the Client's request and subject to applicable rules of professional conduct, the Firm will cooperate in the transfer of files, work product, and other materials to successor counsel.
11.2 By the Firm
The Firm may withdraw from this engagement upon reasonable written notice to the Client, subject to the applicable rules of professional conduct and any obligations the Firm may have to the Federal Trade Commission or other tribunals in connection with the representation. Circumstances that may warrant the Firm's withdrawal include, but are not limited to: (a) non-payment of invoices rendered in accordance with this Letter after reasonable notice and opportunity to cure; (b) conflicts of interest arising after the date of this Letter that cannot be resolved through appropriate measures; (c) the Client's failure to cooperate in the Firm's performance of services, including failure to provide documents, data, or access to personnel in a timely manner; (d) the Client's insistence upon a course of action that the Firm reasonably believes to be unethical, unlawful, or inconsistent with the Firm's professional obligations; or (e) other circumstances that render the Firm's continued representation unreasonably difficult or impracticable.
In the event of withdrawal by the Firm, the Firm will take all reasonable steps to protect the Client's interests, including providing reasonable notice to permit the Client to engage successor counsel, cooperating in the transfer of files and work product, and complying with any applicable rules regarding withdrawal from representation.
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 services provided, shall be resolved by binding arbitration in Washington, D.C. The arbitration shall be administered by a mutually agreed-upon arbitral body and shall be conducted before a single arbitrator selected in accordance with the rules of the chosen arbitral body. If the parties are unable to agree upon an arbitral body within thirty (30) days of written notice of a dispute, the arbitration shall be administered by JAMS under its Comprehensive Arbitration Rules and Procedures. The arbitrator's award shall be final and binding and may be entered and enforced in any court of competent jurisdiction. Each party shall bear its own costs and attorney's fees in connection with the arbitration, unless the arbitrator determines that a different allocation is warranted.
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 except by a written instrument duly executed by both the Firm and the Client. No waiver of any provision of this Letter shall be effective unless set forth in a signed writing by the party granting the waiver, and no waiver shall constitute a waiver of any other provision or a continuing waiver of the same provision.
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 hesitate to contact me directly at (202) 944-7614 or hbellamy@calderwoodharkness.com if you have any questions regarding this Letter or the engagement generally. We are grateful for your confidence in Calderwood & Harkness LLP and look forward to a successful working relationship.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Howard Bellamy Partner, Antitrust & Competition Group Calderwood & Harkness LLP 1900 K Street NW, Suite 800 Washington, DC 20006
Date: ________
AGREED AND ACCEPTED:
SOLARA DIGITAL INFRASTRUCTURE LP By its General Partner, Solara Digital Infrastructure GP LLC
By: ________
Name: Graham A. Whitfield
Title: Founding Partner & Chief Executive Officer
Date: ________
By: ________
Name: Sandra K. Levinson
Title: Co-Managing Partner & Chief Investment Officer
Date: ________
Enclosure: Rate Schedule (incorporated above in Section 5.1)
cc: Monica Reyes, Senior Associate, Calderwood & Harkness LLP
Tamara J. Westbrook, Of Counsel, Calderwood & Harkness LLP
Name | Role | Title
Howard Bellamy | Responsible Partner & Billing Partner | Partner, Antitrust & Competition Group
Monica Reyes | Lead Associate | Senior Associate (Year 7), Antitrust & Competition Group
Elliot Nguyen | Working Associate | Associate (Year 4), Antitrust & Competition Group
Tamara J. Westbrook | E-discovery Counsel | Of Counsel, Litigation Technology & E-discovery
Dr. Arvind Chakrabarti | Senior Economist | Senior Economist, Calderwood & Harkness Economic Consulting
Professional | Hourly Rate
Howard Bellamy (Partner) | $1,650 per hour
Monica Reyes (Senior Associate, Year 7) | $1,050 per hour
Elliot Nguyen (Associate, Year 4) | $825 per hour
Tamara J. Westbrook (Of Counsel, E-discovery) | $975 per hour
Dr. Arvind Chakrabarti (Senior Economist) | $1,200 per hour
Category | Estimated Amount
Calderwood & Harkness LLP legal fees (including economic consulting) | $5,740,000
Keymark Document Solutions LLC (e-discovery vendor: processing, hosting, contract review attorneys, TAR, and related services) | $1,820,000
Total estimated Solara-side compliance cost | $7,560,000

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA EMAIL AND OVERNIGHT COURIER

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

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