conflict-check-memorandum.docx

1041-00003 · Solara Digital Infrastructure LP · Engagement & Administration

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum was prepared by the Office of the General Counsel of Calderwood & Harkness LLP in connection with the firm's internal conflict-checking procedures. It is protected by the attorney-client privilege and the work product doctrine. It is intended solely for use by authorized personnel of Calderwood & Harkness LLP in evaluating potential conflicts of interest. Do not distribute, copy, or disclose this memorandum or its contents outside the firm without the prior written authorization of the General Counsel.

CALDERWOOD & HARKNESS LLP

INTERNAL CONFLICT CHECK MEMORANDUM

Date: August 12, 2023

Prepared by: Office of the General Counsel, Calderwood & Harkness LLP

Proposed Matter Number: 1041-00003

Requesting Attorney: Harrison Wexford, Partner, Mergers & Acquisitions 599 Lexington Avenue, New York, NY 10022

Billing Partner: Beatrice Holloway, Partner, Mergers & Acquisitions

Subject: Conflict Check — Proposed Representation of Solara Digital Infrastructure LP in Connection with Potential Acquisition of Cloudium Technologies plc

I. SUMMARY OF PROPOSED ENGAGEMENT

Calderwood & Harkness LLP ("the firm" or "Calderwood & Harkness") has been asked to represent Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801, in connection with a potential acquisition of Cloudium Technologies plc ("Cloudium"), a public limited company incorporated under the laws of England and Wales (Company No. 09734521). Cloudium is listed on the Nasdaq Global Select Market under the ticker symbol CLDM, with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its US headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103.

Based on the information provided by the requesting attorney, the proposed transaction is expected to be structured as a reverse triangular merger under the Delaware General Corporation Law, in which a newly formed acquisition subsidiary of the buyer would merge with and into Cloudium (or an appropriate acquisition vehicle), with Cloudium surviving the merger as a wholly owned subsidiary of the buyer. The estimated enterprise value of the proposed transaction is in the range of $6.5 billion to $7.0 billion.

The proposed scope of the firm's engagement would encompass the following workstreams:

• Preparation, negotiation, and execution of M&A transaction documentation, including the merger agreement, disclosure schedules, and all ancillary agreements;

• Committed debt financing, including negotiation of commitment letters, fee letters, and related debt documentation with the lead arrangers and any syndicate participants;

• Equity rollover mechanics, including structuring and documentation of any rollover equity arrangements with existing Cloudium shareholders or management;

• Regulatory clearance filings and advocacy under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") and before the United Kingdom Competition and Markets Authority ("UK CMA"), as applicable;

• Representation-and-warranty insurance ("R&W Insurance"), including negotiation and placement of a buy-side R&W insurance policy; and

• Such other legal services as may be reasonably requested by the client in connection with the foregoing transaction.

The proposed engagement team is expected to include the following attorneys:

The engagement team may be expanded as the scope of the matter develops. If the engagement scope is expanded to include tax structuring and optimization, Leonard Cross (Partner, Tax) would be added to the team. If the engagement scope is expanded to include antitrust and competition regulatory clearance (as is anticipated given the deal size and the likely applicability of the HSR Act and UK CMA review), Elaine Forsythe (Partner, Antitrust & Competition, London and Washington DC offices) would be added. Supplemental conflict searches will be conducted as additional team members are identified.

Solara's general partner is Solara Digital GP LLC, a Delaware limited liability company. The managing partners of Solara are Marcus Elliston (Founder & Managing Partner) and Priya Narasimhan (Co-Managing Partner & Chief Investment Officer). The investing entity for this transaction is expected to be Solara Digital Infrastructure Fund VI LP ("Fund VI"), a Delaware limited partnership (vintage 2022, with approximately $12.4 billion in committed capital), whose general partner is Solara Fund VI GP LLC, a Delaware limited liability company. It is anticipated that Fund VI may establish one or more co-investment vehicles, including Solara Digital Co-Invest VI-A LP (a Delaware limited partnership), to facilitate co-investment alongside Fund VI in the proposed transaction.

The requesting attorney has advised that the proposed transaction is at an early stage and that Solara has not yet submitted a formal indication of interest to Cloudium or its board of directors. The engagement is expected to commence promptly upon clearance of this conflict check and execution of the engagement letter.

II. PARTIES SEARCHED

The following parties were searched in the firm's conflict-checking system in connection with the proposed engagement. Parties are organized by category and include all known entities and individuals identified by the requesting attorney, supplemented by publicly available information reviewed by the Office of the General Counsel.

A. Client and Client Affiliates

1. Solara Digital Infrastructure LP — Delaware limited partnership; 1200 Market Street, Suite 3400, Wilmington, DE 19801.

2. Solara Digital GP LLC — Delaware limited liability company; general partner of Solara Digital Infrastructure LP.

3. Solara Digital Infrastructure Fund VI LP — Delaware limited partnership; the investing entity for the proposed transaction (vintage 2022; approximately $12.4 billion committed capital).

4. Solara Fund VI GP LLC — Delaware limited liability company; general partner of Solara Digital Infrastructure Fund VI LP.

5. Solara Digital Co-Invest VI-A LP — Delaware limited partnership; anticipated co-investment vehicle alongside Fund VI.

6. Marcus Elliston — Individual; Founder & Managing Partner, Solara Digital Infrastructure LP.

7. Priya Narasimhan — Individual; Co-Managing Partner & Chief Investment Officer, Solara Digital Infrastructure LP.

B. Target and Target Affiliates

1. Cloudium Technologies plc — Public limited company incorporated under the laws of England and Wales; Company No. 09734521; registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom; US headquarters at 600 Townsend Street, Suite 800, San Francisco, CA 94103; listed on Nasdaq Global Select Market (ticker: CLDM); EIN: 83-2196754.

2. Cloudium Technologies UK Ltd. — Private limited company incorporated under the laws of England and Wales; Company No. 11287456; wholly owned subsidiary of Cloudium Technologies plc.

3. Cloudium Technologies India Pvt. Ltd. — Private limited company organized under the laws of Karnataka, India; wholly owned subsidiary of Cloudium Technologies plc.

4. Cloudium Solutions GmbH — Gesellschaft mit beschränkter Haftung organized under the laws of Germany, with its registered office in Berlin; wholly owned subsidiary of Cloudium Technologies plc.

5. Jonathan Hargrove — Individual; Chief Executive Officer of Cloudium Technologies plc; holds approximately 4.2% of outstanding shares of Cloudium common stock.

6. Sienna Whitfield — Individual; Chief Financial Officer of Cloudium Technologies plc.

7. Nadia Chowdhury — Individual; General Counsel of Cloudium Technologies plc.

8. Douglas Pemberton — Individual; Independent Chair of the Board of Directors of Cloudium Technologies plc.

C. Known Significant Shareholders of Target

1. Pinnacle Growth Ventures LLC — Delaware limited liability company; headquarters at 777 Third Avenue, 28th Floor, New York, NY 10017; growth equity firm holding approximately 11.6% of Cloudium outstanding shares and occupying two seats on Cloudium's board of directors.

2. Evelyn Carmichael — Individual; Managing Member, Pinnacle Growth Ventures LLC.

D. Known or Anticipated Opposing / Co-Counsel

1. Ridgeway Phelps & Sato LLP — Anticipated counsel to Cloudium Technologies plc (target); offices at 1 Angel Court, London EC2R 7HJ, United Kingdom, and 375 Park Avenue, New York, NY 10152.

2. Catherine Answorth — Partner, Mergers & Acquisitions, New York office of Ridgeway Phelps & Sato LLP.

3. Alistair Fenn — Partner, Corporate, London office of Ridgeway Phelps & Sato LLP.

E. Known or Anticipated Financial Advisors

1. Osprey Bancroft & Co. — Partnership organized under the laws of the State of New York; 280 Park Avenue, New York, NY 10017; anticipated financial advisor to the buyer (Solara); lead banker: Damien Harlow.

2. Veridian Partners LLC — Delaware limited liability company; 50 Rockefeller Plaza, New York, NY 10020; anticipated financial advisor to the target (Cloudium); lead banker: Monica Pressler.

F. Known or Anticipated Lenders and Financing Parties

1. Meridian Atlantic Bank, N.A. — National banking association; 383 Madison Avenue, New York, NY 10179; anticipated lead arranger and administrative agent for committed debt financing; contact: Graham Whitaker, Managing Director, Leveraged Finance.

2. Ironclad Capital Markets LLC — Delaware limited liability company; 200 West Street, New York, NY 10282; anticipated co-arranger for committed debt financing; contact: Samuel Diaz, Director, Leveraged Finance.

3. Winthrop & Hale LLP — Law firm; 901 New York Avenue NW, Washington, DC 20001; 125 Old Broad Street, London EC2N 1AR; anticipated lenders' counsel; lead partner: Christine Novak.

G. Known or Anticipated Other Service Providers

1. Cobalt Trust Company — Trust company organized under the laws of the State of New York; 100 Wall Street, New York, NY 10005; anticipated escrow agent for the proposed transaction; contact: Laura Ng, Vice President, Escrow Services.

2. Atlas Commercial Lending Corp. — Delaware corporation; 300 Vesey Street, New York, NY 10281; administrative agent under Cloudium's existing credit agreement (dated March 15, 2021); existing indebtedness to be repaid at closing.

3. Harwell & Dobson LLP — Limited liability partnership organized under the laws of the Commonwealth of Massachusetts; 200 Clarendon Street, Boston, MA 02116; 1 Finsbury Avenue, London EC2M 2PF; Cloudium's independent registered public accounting firm and statutory auditors; engagement partner: Martin Chisholm.

4. Glenmore Thornton LLP — Offices at 30 Hudson Yards, New York, NY 10001; 1 More London Place, London SE1 2AF; anticipated accounting and tax advisor to the buyer (Solara); lead partners: Richard Okamura (transaction tax) and Vanessa Liu (financial due diligence).

5. Albright & Kerr LLP — Offices at 5 New Street Square, London EC4A 3TW; anticipated buyer's UK regulatory counsel; lead partner: Fiona McAllister.

6. Cascade Corporate Services Inc. — Corporation organized under the laws of the State of New York; 6201 15th Avenue, Brooklyn, NY 11219; Cloudium's transfer agent.

7. Blackthorn Proxy Advisors LLC — Delaware limited liability company; 105 Madison Avenue, New York, NY 10016; anticipated proxy solicitor for Cloudium.

8. Northfield Assurance Ltd. — Private limited company incorporated under the laws of England and Wales; 30 St Mary Axe, London EC3A 8BF; potential representation-and-warranty insurance carrier.

9. Peregrine Advisory Group LLC — Delaware limited liability company; 1166 Avenue of the Americas, New York, NY 10036; potential representation-and-warranty insurance broker.

H. Key Contractual Counterparties of Target (Known)

1. Aegis Federal Solutions Inc. — Corporation organized under the laws of the Commonwealth of Virginia; US government contractor; key customer of Cloudium Technologies plc (approximately $84 million in annual recurring revenue); the Master SaaS Agreement between Aegis and Cloudium contains a change-of-control consent requirement that may be triggered by the proposed transaction.

2. Helix Data Systems GmbH — Gesellschaft mit beschränkter Haftung organized under the laws of Germany, with its registered office in Frankfurt; technology licensor to Cloudium Technologies plc; the Technology License Agreement between Helix and Cloudium contains a termination-for-change-of-control clause that may be triggered by the proposed transaction.

III. CONFLICT DATABASE SEARCH RESULTS

A. Methodology

A full-text search of the firm's conflict-checking system ("ConflictCheck") was conducted on August 12, 2023. The search was performed using the following search parameters for each party identified in Section II above:

• Full legal entity name and all known alternate names, trade names, and d/b/a designations;

• Known principals, officers, directors, and key contacts associated with each entity;

• Ticker symbol (CLDM) for Cloudium Technologies plc;

• Company registration numbers (Company No. 09734521 for Cloudium Technologies plc; Company No. 11287456 for Cloudium Technologies UK Ltd.);

• Employer Identification Numbers (EIN: 87-4523190 for Solara Digital Infrastructure Fund VI LP; EIN: 83-2196754 for Cloudium Technologies plc); and

• Partial name searches and fuzzy-match logic to capture potential variations and misspellings.

The search covered all current and former client matters, adverse party entries, related party entries, and referral/relationship entries across all Calderwood & Harkness offices, including New York, Washington DC, London, Hong Kong, and all other offices worldwide. The search results encompass matters opened from the inception of the ConflictCheck system (January 1, 2004) through the date of this memorandum.

In addition to the database search, a supplemental inquiry was circulated to all partners of the firm via firm-wide email on August 11, 2023 (see Attachment B), requesting that all partners disclose any personal or professional relationships with the named parties, including current or former client relationships, board service, advisory relationships, investment interests, family relationships, or other connections that might be relevant to the conflict analysis. As of the date of this memorandum, responses have been received from all partners in the Mergers & Acquisitions, Tax, Antitrust & Competition, Finance, and Capital Markets practice groups, as well as from the managing partners of the New York, Washington DC, and London offices. No conflicts or relevant relationships were disclosed in the responses received, other than as noted below. The response period for remaining partners will close on August 15, 2023; any late-reported issues will be addressed in a supplemental memorandum if necessary.

The results of the search and partner inquiry are summarized below, organized by party.

B. Solara Digital Infrastructure LP and Affiliates

The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and any of the following entities: Solara Digital Infrastructure LP, Solara Digital GP LLC, Solara Digital Infrastructure Fund VI LP, Solara Fund VI GP LLC, Solara Digital Co-Invest VI-A LP, or any other entity bearing the "Solara" or "Solara Digital" name.

No adverse representations against Solara or any Solara-affiliated entity were identified in the search results. Calderwood & Harkness has not, to the best of the firm's knowledge, appeared adverse to Solara or any Solara affiliate in any litigation, transactional, regulatory, or other matter.

Individual searches for Marcus Elliston and Priya Narasimhan returned no results indicating any prior individual representations, adverse relationships, or other relevant connections.

Note: In response to the firm-wide partner inquiry, Harrison Wexford disclosed a prior professional acquaintance with Marcus Elliston. Mr. Wexford has attended several industry conferences at which Mr. Elliston was a speaker or fellow panelist, including the SuperReturn International Conference (Berlin, June 2022) and the Infrastructure Investor Global Summit (Berlin, March 2023). Mr. Wexford has confirmed that no prior attorney-client relationship, business relationship, financial arrangement, or other professional engagement has existed between himself and Mr. Elliston. The acquaintance is professional in nature and does not give rise to a conflict of interest or any impairment of the firm's ability to exercise independent professional judgment.

Assessment: No conflict identified with respect to Solara or any Solara-affiliated entity or individual. The firm may proceed to represent Solara in the proposed engagement, subject to resolution of other issues identified in this memorandum.

C. Cloudium Technologies plc and Affiliates

The ConflictCheck search returned one result for Cloudium Technologies plc. Specifically, the firm's records indicate that Calderwood & Harkness represented Cloudium Technologies plc in a limited-scope regulatory advisory matter concerning data privacy compliance under the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"). The engagement was handled by the firm's London office, and the relevant details are as follows:

• Matter Number: 1041-00003

• Client: Cloudium Technologies plc

• Description: Advisory engagement concerning GDPR compliance framework for Cloudium's European cloud infrastructure operations, including assessment of data processing agreements, privacy policies, and cross-border data transfer mechanisms.

• Dates: Engagement opened in approximately September 2019; matter closed in February 2020.

• Responsible Partner: Gabriella Marchetti, Partner, Data Privacy & Cybersecurity, London office.

• Team Members: Gabriella Marchetti; one associate (no longer with the firm).

• Status: Closed. No ongoing attorney-client relationship. No outstanding invoices, retainer balances, or active obligations.

No current representation of Cloudium Technologies plc, Cloudium Technologies UK Ltd., Cloudium Technologies India Pvt. Ltd., or Cloudium Solutions GmbH was identified. The firm has no active matters for any Cloudium entity.

Individual searches for the following Cloudium officers and directors returned no results indicating any individual client or adverse relationships:

• Jonathan Hargrove (CEO) — No results.

• Sienna Whitfield (CFO) — No results.

• Nadia Chowdhury (General Counsel) — No results.

• Douglas Pemberton (Independent Board Chair) — No results.

Assessment: The prior closed engagement does not create a current conflict of interest. Because Cloudium will be an adverse party (as the target) in the proposed acquisition, the prior representation must be assessed under the applicable Rules of Professional Conduct, including New York Rules of Professional Conduct Rule 1.9 (duties to former clients) and analogous provisions of the Solicitors Regulation Authority Standards and Regulations (applicable to the London office).

Under Rule 1.9(a), a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. The critical question is whether the prior GDPR advisory engagement is "substantially related" to the proposed acquisition.

The prior engagement was narrowly scoped to GDPR compliance matters, including the review of data processing agreements, privacy policies, and cross-border data transfer mechanisms for Cloudium's European cloud infrastructure operations. The proposed acquisition engagement involves the negotiation of a reverse triangular merger, committed debt financing, equity rollover mechanics, and regulatory clearance. The two matters are substantively distinct: the former concerns EU data privacy regulation, while the latter concerns M&A transaction execution and corporate governance.

Moreover, there is no substantial risk that confidential information obtained in the course of the prior GDPR advisory engagement would be material to the proposed acquisition. While the due diligence process in the proposed acquisition may touch upon Cloudium's data privacy practices as part of a broader review of regulatory compliance, any such review would be based on information provided by Cloudium to Solara in a data room or through responses to due diligence requests — not on confidential information retained by the firm from the 2019 engagement. The prior engagement was concluded more than three years ago, and the associate who worked on the matter is no longer with the firm.

Accordingly, the prior closed engagement is not "substantially related" to the proposed acquisition, and no current-client conflict exists (as the engagement is closed and there is no ongoing attorney-client relationship with Cloudium). No informed consent from Cloudium is required.

As a precautionary measure, the Office of the General Counsel has consulted with Gabriella Marchetti, who has confirmed that (i) the prior engagement was limited in scope as described above, (ii) no confidential information from the engagement is reasonably expected to be material to the proposed acquisition, and (iii) she has no objection to the firm's proposed representation of Solara adverse to Cloudium. Gabriella Marchetti will not be a member of the proposed engagement team.

D. Pinnacle Growth Ventures LLC

The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and Pinnacle Growth Ventures LLC or any entity bearing the "Pinnacle" or "Pinnacle Growth" name in connection with this search context.

No adverse representations against Pinnacle Growth Ventures LLC were identified. Individual searches for Evelyn Carmichael (Managing Member, Pinnacle Growth Ventures LLC) returned no results indicating any individual client or adverse relationships.

Note: The requesting attorney has advised that Pinnacle Growth Ventures LLC is a significant shareholder of Cloudium, holding approximately 11.6% of outstanding Cloudium shares and occupying two seats on the Cloudium board of directors. Depending on the transaction structure, Pinnacle may participate in the proposed acquisition in various capacities — including as a rollover equity investor (in which case its interests would be aligned with Solara), as a dissenting shareholder (in which case its interests would be adverse to Solara), or as a party with whom the merger agreement or related transaction documents must be negotiated. The firm-wide partner inquiry did not disclose any relationships with Pinnacle that would affect this analysis.

If Pinnacle becomes an adverse party, a co-client, or a party with which the firm is required to negotiate on behalf of Solara, a supplemental conflict check will be required at that time. At this stage, Pinnacle is not a party to the proposed engagement, and no conflict arises from the mere fact of Pinnacle's shareholding in Cloudium.

Assessment: No conflict identified. Monitoring recommended. The engagement team should promptly notify the Office of the General Counsel if Pinnacle's role in the transaction becomes more clearly defined.

E. Ridgeway Phelps & Sato LLP

The ConflictCheck search confirmed that Calderwood & Harkness has appeared opposite Ridgeway Phelps & Sato LLP in multiple prior transactions and litigation matters across various practice groups and offices. This is a routine occurrence in the ordinary course of a major law firm's practice and does not give rise to a conflict of interest. Law firms are not "clients" within the meaning of the Rules of Professional Conduct merely by virtue of being opposing counsel, and a firm's appearance opposite another firm in one matter does not preclude either firm from appearing opposite the other in subsequent matters.

Individual searches for Catherine Answorth (Partner, M&A, New York) and Alistair Fenn (Partner, Corporate, London) returned no results indicating any personal relationships, prior collaborative engagements, or other connections that would give rise to a conflict of interest or impair the firm's ability to represent Solara effectively.

Assessment: No conflict. The opposing counsel relationship is routine and does not require further analysis.

F. Osprey Bancroft & Co.

The ConflictCheck search returned results indicating that Calderwood & Harkness has represented Osprey Bancroft & Co. in prior matters. Specifically, the firm has served as underwriter's counsel to Osprey Bancroft in connection with capital markets transactions, most recently in Q1 2023. The most recent engagement has been closed, and there is no active or ongoing attorney-client relationship between the firm and Osprey Bancroft as of the date of this memorandum. A summary of the relevant prior engagements is as follows:

• Matter Number: 1041-00003 — Served as underwriter's counsel to Osprey Bancroft in connection with a Rule 144A/Regulation S high-yield notes offering; engagement opened November 2022; closed March 2023.

• Matter Number: 1041-00003 — Served as underwriter's counsel to Osprey Bancroft in connection with an initial public offering; engagement opened February 2021; closed June 2021.

Both matters have been closed, and no ongoing obligations, retainer balances, or active engagements exist.

In the proposed engagement, Osprey Bancroft would serve as the buyer's financial advisor, advising Solara on the proposed acquisition. In that capacity, Osprey Bancroft's interests would be aligned with those of the firm's proposed client (Solara), not adverse to it. The firm would not be representing Osprey Bancroft in the proposed engagement — Osprey Bancroft would be a co-advisor working alongside the firm on behalf of a common client.

Assessment: No conflict. The prior client relationship with Osprey Bancroft does not create a conflict of interest where Osprey Bancroft is aligned with (and not adverse to) the firm's proposed client in the proposed transaction. No informed consent is required. Should the firm be asked to provide any legal advice directly to Osprey Bancroft in connection with this transaction, a supplemental conflict analysis would be required.

G. Veridian Partners LLC

The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and Veridian Partners LLC. Individual searches for Monica Pressler returned no results indicating any individual client or adverse relationships.

In the proposed engagement, Veridian Partners would serve as the target's (Cloudium's) financial advisor. While Veridian Partners is aligned with the adverse party in the proposed transaction, the absence of any client relationship means that no conflict arises.

Assessment: No conflict.

H. Meridian Atlantic Bank, N.A.

The ConflictCheck search returned results indicating that Calderwood & Harkness currently represents Meridian Atlantic Bank, N.A. in the following matters:

1. Active Matter — Regulatory Enforcement Defense (Matter No. 1041-00003)

The firm's Washington DC office currently represents Meridian Atlantic Bank, N.A. in connection with a regulatory enforcement matter initiated by a federal banking regulator. The engagement involves the defense of Meridian Atlantic against certain regulatory allegations relating to compliance with the Bank Secrecy Act and anti-money laundering regulations. The matter is active as of the date of this memorandum. The responsible partner's identity is redacted from this memorandum to preserve confidentiality but is known to the Office of the General Counsel. The engagement team is located in the firm's Washington DC office and does not include any members of the proposed Solara engagement team.

2. Closed Matter — Syndicated Lending Transaction (Matter No. 1041-00003)

The firm represented Meridian Atlantic Bank, N.A. as lead arranger in connection with a syndicated term loan facility. The engagement was completed and closed in Q4 2022. No ongoing obligations or active engagements remain.

In the proposed engagement, Meridian Atlantic Bank, N.A. would serve as the lead arranger and administrative agent for the committed debt financing that is expected to fund, in part, Solara's acquisition of Cloudium. The firm would be representing the borrower (Solara and/or Fund VI) in negotiating the terms of the commitment letter, fee letter, and related credit documentation against Meridian Atlantic, which would be represented by its own counsel, Winthrop & Hale LLP.

This creates a potential concurrent-client conflict. The firm would simultaneously be (a) representing Meridian Atlantic in the active regulatory enforcement matter (Matter No. 1041-00003) and (b) representing Solara adverse to Meridian Atlantic in the debt financing workstream of the proposed acquisition. Under New York Rules of Professional Conduct Rule 1.7(a)(1), a lawyer shall not represent a client if a reasonable lawyer would conclude that the representation will involve the lawyer in representing differing interests. Under Rule 1.7(b), notwithstanding the existence of a concurrent conflict of interest, a lawyer may represent a client if:

(i) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client;

(ii) the representation is not prohibited by law;

(iii) the representation does not involve the assertion of a claim by one client against the other client represented by the lawyer in the same litigation or other proceeding before a tribunal; and

(iv) each affected client gives informed consent, confirmed in writing.

Assessment: The firm's current representation of Meridian Atlantic in the regulatory enforcement matter is substantively unrelated to leveraged acquisition financing. The regulatory enforcement matter concerns Bank Secrecy Act and anti-money laundering compliance; the proposed debt financing workstream concerns the negotiation of a committed financing package for a leveraged acquisition. There is no overlap in subject matter, no common factual predicate, and no reasonable expectation that confidential information from one matter would be material to the other.

The firm reasonably believes that it can provide competent and diligent representation to both Solara and Meridian Atlantic in their respective matters. The representation is not prohibited by law, and the matters do not involve the assertion of claims by one client against the other in the same proceeding.

However, informed consent, confirmed in writing, is required from both affected clients — Solara Digital Infrastructure LP and Meridian Atlantic Bank, N.A. — before the firm may commence the proposed engagement.

Recommendation: Obtain informed written consent from both Solara and Meridian Atlantic prior to commencing the engagement. The consent letters should describe the nature of the concurrent representations, confirm that the matters are unrelated, and specify that an information barrier will be maintained between the respective engagement teams. Harrison Wexford should coordinate with the partner handling the Meridian Atlantic regulatory enforcement matter (Matter No. 1041-00003) to ensure that no exchange of confidential information occurs between the two teams. An information barrier (ethical wall) should be implemented in accordance with the firm's standard procedures, including restricted access to matter files, segregated document management, and written acknowledgment by all team members. The consent and barrier procedures should be documented in the engagement file for both matters.

I. Ironclad Capital Markets LLC

The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and Ironclad Capital Markets LLC. Individual searches for Samuel Diaz returned no results indicating any individual client or adverse relationships.

Assessment: No conflict.

J. Winthrop & Hale LLP (Anticipated Lenders' Counsel)

The ConflictCheck search confirmed that Calderwood & Harkness has appeared opposite Winthrop & Hale LLP in multiple prior financing transactions. This is a routine occurrence in the leveraged finance and acquisition finance practice areas, and it does not give rise to a conflict of interest. Winthrop & Hale is a prominent law firm that regularly represents lenders in leveraged acquisition financings, and the firm's appearance opposite Winthrop & Hale in prior matters is a natural incident of the firm's finance practice.

Individual searches for Christine Novak (Partner, Winthrop & Hale LLP) returned no results indicating any personal relationships or other connections that would give rise to a conflict.

Assessment: No conflict. The opposing counsel relationship is routine and does not require further analysis.

K. Cobalt Trust Company

The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and Cobalt Trust Company. No adverse representations were identified.

Assessment: No conflict.

L. Atlas Commercial Lending Corp.

The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and Atlas Commercial Lending Corp. No adverse representations against Atlas Commercial Lending Corp. were identified.

In the proposed transaction, Cloudium's existing indebtedness under the credit agreement dated March 15, 2021 (for which Atlas Commercial Lending Corp. serves as administrative agent) would be repaid at closing. The firm may be involved in coordinating the payoff and discharge of such indebtedness on behalf of Solara.

Assessment: No conflict.

M. Harwell & Dobson LLP (Target's Independent Auditors)

The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and Harwell & Dobson LLP. Individual searches for Martin Chisholm (engagement partner) returned no results indicating any individual client or adverse relationships.

Harwell & Dobson serves as Cloudium's independent registered public accounting firm and statutory auditors. The firm may interact with Harwell & Dobson in connection with due diligence, audit reliance letters, and closing deliverables. No attorney-client relationship would be formed with Harwell & Dobson through such interactions.

Assessment: No conflict.

N. Glenmore Thornton LLP

The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and Glenmore Thornton LLP or its partners. Individual searches for Richard Okamura and Vanessa Liu returned no results.

In the proposed transaction, Glenmore Thornton would serve as the buyer's accounting and tax advisor. The firm would coordinate with Glenmore Thornton on transaction tax structuring and financial due diligence matters.

Assessment: No conflict.

O. Albright & Kerr LLP

The ConflictCheck search returned results indicating that Calderwood & Harkness has worked alongside Albright & Kerr LLP on prior UK regulatory matters as co-counsel. The prior engagements involved collaborative work on UK regulatory filings and compliance matters in which both firms represented the same client or were engaged by the same party to provide complementary legal services. No adverse relationships between the two firms were identified.

Individual searches for Fiona McAllister (Partner, Albright & Kerr LLP) returned results confirming that she has been a collaborative co-counsel contact on prior matters, including UK Competition and Markets Authority filings and Financial Conduct Authority regulatory inquiries. No adverse relationships were identified.

In the proposed transaction, Albright & Kerr would serve as the buyer's UK regulatory counsel, coordinating with Calderwood & Harkness (specifically Elaine Forsythe, who maintains offices in both the London and Washington DC offices) on UK CMA filings and related regulatory clearance matters. The two firms would be aligned on the same side of the transaction.

Assessment: No conflict. The co-counsel alignment is consistent with prior working relationships and does not raise any conflict concerns.

P. Northfield Assurance Ltd. and Peregrine Advisory Group LLC

The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and either Northfield Assurance Ltd. (potential R&W insurance carrier) or Peregrine Advisory Group LLC (potential R&W insurance broker).

Assessment: No conflict with respect to either entity.

Q. Cascade Corporate Services Inc. and Blackthorn Proxy Advisors LLC

The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and either Cascade Corporate Services Inc. (Cloudium's transfer agent) or Blackthorn Proxy Advisors LLC (anticipated proxy solicitor for Cloudium).

Assessment: No conflict with respect to either entity.

R. Aegis Federal Solutions Inc.

The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and Aegis Federal Solutions Inc. No adverse representations were identified.

Aegis Federal Solutions is a key Cloudium customer (approximately $84 million in annual recurring revenue) whose Master SaaS Agreement with Cloudium contains a change-of-control consent requirement. The firm may need to review and advise on this consent requirement in connection with the proposed transaction.

Assessment: No conflict.

S. Helix Data Systems GmbH

The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and Helix Data Systems GmbH. No adverse representations were identified.

Helix Data Systems is a technology licensor to Cloudium whose Technology License Agreement contains a termination-for-change-of-control clause. The firm may need to review and advise on this termination provision in connection with the proposed transaction.

Assessment: No conflict.

IV. SUMMARY OF IDENTIFIED ISSUES AND RECOMMENDATIONS

Based on the conflict database search results and partner inquiry responses described in Section III above, the Office of the General Counsel has identified the following issues requiring analysis and, where applicable, remedial action prior to or in connection with the commencement of the proposed engagement.

Issue 1: Prior Closed Representation of Cloudium Technologies plc (Target)

Nature of Issue: Calderwood & Harkness represented Cloudium Technologies plc in a limited-scope GDPR regulatory advisory matter (Matter No. 1041-00003) in 2019. The engagement was handled by the London office under the supervision of Gabriella Marchetti and was closed in February 2020. No ongoing attorney-client relationship exists between the firm and Cloudium. In the proposed engagement, Cloudium will be the target — an adverse party to the firm's proposed client, Solara.

Applicable Rule: New York Rules of Professional Conduct Rule 1.9(a) (duties to former clients); SRA Code of Conduct, Paragraph 6.5 (applicable to the London office).

Analysis: The prior GDPR advisory engagement is substantively unrelated to the proposed leveraged acquisition. The subject matters are distinct (data privacy compliance versus M&A transaction documentation and execution), the legal issues do not overlap, and there is no substantial risk that confidential information obtained during the prior engagement would be material to the proposed acquisition. The engagement was concluded over three years ago, and the associate who worked on the matter has departed the firm. Gabriella Marchetti has confirmed that no material confidential information is at risk and has no objection to the proposed representation.

Risk Level: Low.

Conclusion: No conflict. The prior engagement is closed, substantively unrelated, and poses no material risk of misuse of confidential information. No informed consent from Cloudium is required under Rule 1.9(a), as the matters are not "substantially related." No further action is required.

Issue 2: Concurrent Representation of Meridian Atlantic Bank, N.A.

Nature of Issue: Calderwood & Harkness currently represents Meridian Atlantic Bank, N.A. in an active regulatory enforcement defense matter (Matter No. 1041-00003) handled by the Washington DC office. In the proposed engagement, the firm would represent Solara and/or Fund VI adverse to Meridian Atlantic in the debt financing workstream, specifically in negotiating the commitment letter, fee letter, and related credit documentation for the committed acquisition financing in which Meridian Atlantic would serve as lead arranger and administrative agent.

Applicable Rule: New York Rules of Professional Conduct Rule 1.7(a) (concurrent conflicts of interest); Rule 1.7(b) (consent exception).

Analysis: This presents a concurrent-client conflict. The firm would simultaneously represent Meridian Atlantic in one matter and represent another client (Solara) adverse to Meridian Atlantic in a separate, unrelated matter. Although the matters are substantively unrelated, the concurrent adverse representation triggers the requirements of Rule 1.7(b). The firm reasonably believes that it can provide competent and diligent representation to each affected client. The representation is not prohibited by law and does not involve the assertion of claims by one client against the other in the same proceeding. Accordingly, the conflict is consentable, provided that informed consent, confirmed in writing, is obtained from both Solara and Meridian Atlantic.

Risk Level: Moderate — concurrent-client conflict requiring informed written consent from both affected clients and implementation of an information barrier.

Recommendation:

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum was prepared by the Office of the General Counsel of Calderwood & Harkness LLP in connection with the firm's internal conflict-checking procedures. It is protected by the attorney-client privilege and the work product doctrine. It is intended solely for use by authorized personnel of Calderwood & Harkness LLP in evaluating potential conflicts of interest. Do not distribute, copy, or disclose this memorandum or its contents outside the firm without the prior written authorization of the General Counsel.
CALDERWOOD & HARKNESS LLP
INTERNAL CONFLICT CHECK MEMORANDUM
Date: August 12, 2023
Prepared by: Office of the General Counsel, Calderwood & Harkness LLP
Proposed Matter Number: 1041-00003
Requesting Attorney: Harrison Wexford, Partner, Mergers & Acquisitions 599 Lexington Avenue, New York, NY 10022
Billing Partner: Beatrice Holloway, Partner, Mergers & Acquisitions
Subject: Conflict Check — Proposed Representation of Solara Digital Infrastructure LP in Connection with Potential Acquisition of Cloudium Technologies plc
I. SUMMARY OF PROPOSED ENGAGEMENT
Calderwood & Harkness LLP ("the firm" or "Calderwood & Harkness") has been asked to represent Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801, in connection with a potential acquisition of Cloudium Technologies plc ("Cloudium"), a public limited company incorporated under the laws of England and Wales (Company No. 09734521). Cloudium is listed on the Nasdaq Global Select Market under the ticker symbol CLDM, with its registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its US headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103.
Based on the information provided by the requesting attorney, the proposed transaction is expected to be structured as a reverse triangular merger under the Delaware General Corporation Law, in which a newly formed acquisition subsidiary of the buyer would merge with and into Cloudium (or an appropriate acquisition vehicle), with Cloudium surviving the merger as a wholly owned subsidiary of the buyer. The estimated enterprise value of the proposed transaction is in the range of $6.5 billion to $7.0 billion.
The proposed scope of the firm's engagement would encompass the following workstreams:
•  Preparation, negotiation, and execution of M&A transaction documentation, including the merger agreement, disclosure schedules, and all ancillary agreements;
•  Committed debt financing, including negotiation of commitment letters, fee letters, and related debt documentation with the lead arrangers and any syndicate participants;
•  Equity rollover mechanics, including structuring and documentation of any rollover equity arrangements with existing Cloudium shareholders or management;
•  Regulatory clearance filings and advocacy under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") and before the United Kingdom Competition and Markets Authority ("UK CMA"), as applicable;
•  Representation-and-warranty insurance ("R&W Insurance"), including negotiation and placement of a buy-side R&W insurance policy; and
•  Such other legal services as may be reasonably requested by the client in connection with the foregoing transaction.
The proposed engagement team is expected to include the following attorneys:
The engagement team may be expanded as the scope of the matter develops. If the engagement scope is expanded to include tax structuring and optimization, Leonard Cross (Partner, Tax) would be added to the team. If the engagement scope is expanded to include antitrust and competition regulatory clearance (as is anticipated given the deal size and the likely applicability of the HSR Act and UK CMA review), Elaine Forsythe (Partner, Antitrust & Competition, London and Washington DC offices) would be added. Supplemental conflict searches will be conducted as additional team members are identified.
Solara's general partner is Solara Digital GP LLC, a Delaware limited liability company. The managing partners of Solara are Marcus Elliston (Founder & Managing Partner) and Priya Narasimhan (Co-Managing Partner & Chief Investment Officer). The investing entity for this transaction is expected to be Solara Digital Infrastructure Fund VI LP ("Fund VI"), a Delaware limited partnership (vintage 2022, with approximately $12.4 billion in committed capital), whose general partner is Solara Fund VI GP LLC, a Delaware limited liability company. It is anticipated that Fund VI may establish one or more co-investment vehicles, including Solara Digital Co-Invest VI-A LP (a Delaware limited partnership), to facilitate co-investment alongside Fund VI in the proposed transaction.
The requesting attorney has advised that the proposed transaction is at an early stage and that Solara has not yet submitted a formal indication of interest to Cloudium or its board of directors. The engagement is expected to commence promptly upon clearance of this conflict check and execution of the engagement letter.
II. PARTIES SEARCHED
The following parties were searched in the firm's conflict-checking system in connection with the proposed engagement. Parties are organized by category and include all known entities and individuals identified by the requesting attorney, supplemented by publicly available information reviewed by the Office of the General Counsel.
A. Client and Client Affiliates
1.  Solara Digital Infrastructure LP — Delaware limited partnership; 1200 Market Street, Suite 3400, Wilmington, DE 19801.
2.  Solara Digital GP LLC — Delaware limited liability company; general partner of Solara Digital Infrastructure LP.
3.  Solara Digital Infrastructure Fund VI LP — Delaware limited partnership; the investing entity for the proposed transaction (vintage 2022; approximately $12.4 billion committed capital).
4.  Solara Fund VI GP LLC — Delaware limited liability company; general partner of Solara Digital Infrastructure Fund VI LP.
5.  Solara Digital Co-Invest VI-A LP — Delaware limited partnership; anticipated co-investment vehicle alongside Fund VI.
6.  Marcus Elliston — Individual; Founder & Managing Partner, Solara Digital Infrastructure LP.
7.  Priya Narasimhan — Individual; Co-Managing Partner & Chief Investment Officer, Solara Digital Infrastructure LP.
B. Target and Target Affiliates
1.  Cloudium Technologies plc — Public limited company incorporated under the laws of England and Wales; Company No. 09734521; registered office at 45 Broadwick Street, London W1F 0DB, United Kingdom; US headquarters at 600 Townsend Street, Suite 800, San Francisco, CA 94103; listed on Nasdaq Global Select Market (ticker: CLDM); EIN: 83-2196754.
2.  Cloudium Technologies UK Ltd. — Private limited company incorporated under the laws of England and Wales; Company No. 11287456; wholly owned subsidiary of Cloudium Technologies plc.
3.  Cloudium Technologies India Pvt. Ltd. — Private limited company organized under the laws of Karnataka, India; wholly owned subsidiary of Cloudium Technologies plc.
4.  Cloudium Solutions GmbH — Gesellschaft mit beschränkter Haftung organized under the laws of Germany, with its registered office in Berlin; wholly owned subsidiary of Cloudium Technologies plc.
5.  Jonathan Hargrove — Individual; Chief Executive Officer of Cloudium Technologies plc; holds approximately 4.2% of outstanding shares of Cloudium common stock.
6.  Sienna Whitfield — Individual; Chief Financial Officer of Cloudium Technologies plc.
7.  Nadia Chowdhury — Individual; General Counsel of Cloudium Technologies plc.
8.  Douglas Pemberton — Individual; Independent Chair of the Board of Directors of Cloudium Technologies plc.
C. Known Significant Shareholders of Target
1.  Pinnacle Growth Ventures LLC — Delaware limited liability company; headquarters at 777 Third Avenue, 28th Floor, New York, NY 10017; growth equity firm holding approximately 11.6% of Cloudium outstanding shares and occupying two seats on Cloudium's board of directors.
2.  Evelyn Carmichael — Individual; Managing Member, Pinnacle Growth Ventures LLC.
D. Known or Anticipated Opposing / Co-Counsel
1.  Ridgeway Phelps & Sato LLP — Anticipated counsel to Cloudium Technologies plc (target); offices at 1 Angel Court, London EC2R 7HJ, United Kingdom, and 375 Park Avenue, New York, NY 10152.
2.  Catherine Answorth — Partner, Mergers & Acquisitions, New York office of Ridgeway Phelps & Sato LLP.
3.  Alistair Fenn — Partner, Corporate, London office of Ridgeway Phelps & Sato LLP.
E. Known or Anticipated Financial Advisors
1.  Osprey Bancroft & Co. — Partnership organized under the laws of the State of New York; 280 Park Avenue, New York, NY 10017; anticipated financial advisor to the buyer (Solara); lead banker: Damien Harlow.
2.  Veridian Partners LLC — Delaware limited liability company; 50 Rockefeller Plaza, New York, NY 10020; anticipated financial advisor to the target (Cloudium); lead banker: Monica Pressler.
F. Known or Anticipated Lenders and Financing Parties
1.  Meridian Atlantic Bank, N.A. — National banking association; 383 Madison Avenue, New York, NY 10179; anticipated lead arranger and administrative agent for committed debt financing; contact: Graham Whitaker, Managing Director, Leveraged Finance.
2.  Ironclad Capital Markets LLC — Delaware limited liability company; 200 West Street, New York, NY 10282; anticipated co-arranger for committed debt financing; contact: Samuel Diaz, Director, Leveraged Finance.
3.  Winthrop & Hale LLP — Law firm; 901 New York Avenue NW, Washington, DC 20001; 125 Old Broad Street, London EC2N 1AR; anticipated lenders' counsel; lead partner: Christine Novak.
G. Known or Anticipated Other Service Providers
1.  Cobalt Trust Company — Trust company organized under the laws of the State of New York; 100 Wall Street, New York, NY 10005; anticipated escrow agent for the proposed transaction; contact: Laura Ng, Vice President, Escrow Services.
2.  Atlas Commercial Lending Corp. — Delaware corporation; 300 Vesey Street, New York, NY 10281; administrative agent under Cloudium's existing credit agreement (dated March 15, 2021); existing indebtedness to be repaid at closing.
3.  Harwell & Dobson LLP — Limited liability partnership organized under the laws of the Commonwealth of Massachusetts; 200 Clarendon Street, Boston, MA 02116; 1 Finsbury Avenue, London EC2M 2PF; Cloudium's independent registered public accounting firm and statutory auditors; engagement partner: Martin Chisholm.
4.  Glenmore Thornton LLP — Offices at 30 Hudson Yards, New York, NY 10001; 1 More London Place, London SE1 2AF; anticipated accounting and tax advisor to the buyer (Solara); lead partners: Richard Okamura (transaction tax) and Vanessa Liu (financial due diligence).
5.  Albright & Kerr LLP — Offices at 5 New Street Square, London EC4A 3TW; anticipated buyer's UK regulatory counsel; lead partner: Fiona McAllister.
6.  Cascade Corporate Services Inc. — Corporation organized under the laws of the State of New York; 6201 15th Avenue, Brooklyn, NY 11219; Cloudium's transfer agent.
7.  Blackthorn Proxy Advisors LLC — Delaware limited liability company; 105 Madison Avenue, New York, NY 10016; anticipated proxy solicitor for Cloudium.
8.  Northfield Assurance Ltd. — Private limited company incorporated under the laws of England and Wales; 30 St Mary Axe, London EC3A 8BF; potential representation-and-warranty insurance carrier.
9.  Peregrine Advisory Group LLC — Delaware limited liability company; 1166 Avenue of the Americas, New York, NY 10036; potential representation-and-warranty insurance broker.
H. Key Contractual Counterparties of Target (Known)
1.  Aegis Federal Solutions Inc. — Corporation organized under the laws of the Commonwealth of Virginia; US government contractor; key customer of Cloudium Technologies plc (approximately $84 million in annual recurring revenue); the Master SaaS Agreement between Aegis and Cloudium contains a change-of-control consent requirement that may be triggered by the proposed transaction.
2.  Helix Data Systems GmbH — Gesellschaft mit beschränkter Haftung organized under the laws of Germany, with its registered office in Frankfurt; technology licensor to Cloudium Technologies plc; the Technology License Agreement between Helix and Cloudium contains a termination-for-change-of-control clause that may be triggered by the proposed transaction.
III. CONFLICT DATABASE SEARCH RESULTS
A. Methodology
A full-text search of the firm's conflict-checking system ("ConflictCheck") was conducted on August 12, 2023. The search was performed using the following search parameters for each party identified in Section II above:
•  Full legal entity name and all known alternate names, trade names, and d/b/a designations;
•  Known principals, officers, directors, and key contacts associated with each entity;
•  Ticker symbol (CLDM) for Cloudium Technologies plc;
•  Company registration numbers (Company No. 09734521 for Cloudium Technologies plc; Company No. 11287456 for Cloudium Technologies UK Ltd.);
•  Employer Identification Numbers (EIN: 87-4523190 for Solara Digital Infrastructure Fund VI LP; EIN: 83-2196754 for Cloudium Technologies plc); and
•  Partial name searches and fuzzy-match logic to capture potential variations and misspellings.
The search covered all current and former client matters, adverse party entries, related party entries, and referral/relationship entries across all Calderwood & Harkness offices, including New York, Washington DC, London, Hong Kong, and all other offices worldwide. The search results encompass matters opened from the inception of the ConflictCheck system (January 1, 2004) through the date of this memorandum.
In addition to the database search, a supplemental inquiry was circulated to all partners of the firm via firm-wide email on August 11, 2023 (see Attachment B), requesting that all partners disclose any personal or professional relationships with the named parties, including current or former client relationships, board service, advisory relationships, investment interests, family relationships, or other connections that might be relevant to the conflict analysis. As of the date of this memorandum, responses have been received from all partners in the Mergers & Acquisitions, Tax, Antitrust & Competition, Finance, and Capital Markets practice groups, as well as from the managing partners of the New York, Washington DC, and London offices. No conflicts or relevant relationships were disclosed in the responses received, other than as noted below. The response period for remaining partners will close on August 15, 2023; any late-reported issues will be addressed in a supplemental memorandum if necessary.
The results of the search and partner inquiry are summarized below, organized by party.
B. Solara Digital Infrastructure LP and Affiliates
The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and any of the following entities: Solara Digital Infrastructure LP, Solara Digital GP LLC, Solara Digital Infrastructure Fund VI LP, Solara Fund VI GP LLC, Solara Digital Co-Invest VI-A LP, or any other entity bearing the "Solara" or "Solara Digital" name.
No adverse representations against Solara or any Solara-affiliated entity were identified in the search results. Calderwood & Harkness has not, to the best of the firm's knowledge, appeared adverse to Solara or any Solara affiliate in any litigation, transactional, regulatory, or other matter.
Individual searches for Marcus Elliston and Priya Narasimhan returned no results indicating any prior individual representations, adverse relationships, or other relevant connections.
Note: In response to the firm-wide partner inquiry, Harrison Wexford disclosed a prior professional acquaintance with Marcus Elliston. Mr. Wexford has attended several industry conferences at which Mr. Elliston was a speaker or fellow panelist, including the SuperReturn International Conference (Berlin, June 2022) and the Infrastructure Investor Global Summit (Berlin, March 2023). Mr. Wexford has confirmed that no prior attorney-client relationship, business relationship, financial arrangement, or other professional engagement has existed between himself and Mr. Elliston. The acquaintance is professional in nature and does not give rise to a conflict of interest or any impairment of the firm's ability to exercise independent professional judgment.
Assessment: No conflict identified with respect to Solara or any Solara-affiliated entity or individual. The firm may proceed to represent Solara in the proposed engagement, subject to resolution of other issues identified in this memorandum.
C. Cloudium Technologies plc and Affiliates
The ConflictCheck search returned one result for Cloudium Technologies plc. Specifically, the firm's records indicate that Calderwood & Harkness represented Cloudium Technologies plc in a limited-scope regulatory advisory matter concerning data privacy compliance under the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"). The engagement was handled by the firm's London office, and the relevant details are as follows:
•  Matter Number: 1041-00003
•  Client: Cloudium Technologies plc
•  Description: Advisory engagement concerning GDPR compliance framework for Cloudium's European cloud infrastructure operations, including assessment of data processing agreements, privacy policies, and cross-border data transfer mechanisms.
•  Dates: Engagement opened in approximately September 2019; matter closed in February 2020.
•  Responsible Partner: Gabriella Marchetti, Partner, Data Privacy & Cybersecurity, London office.
•  Team Members: Gabriella Marchetti; one associate (no longer with the firm).
•  Status: Closed. No ongoing attorney-client relationship. No outstanding invoices, retainer balances, or active obligations.
No current representation of Cloudium Technologies plc, Cloudium Technologies UK Ltd., Cloudium Technologies India Pvt. Ltd., or Cloudium Solutions GmbH was identified. The firm has no active matters for any Cloudium entity.
Individual searches for the following Cloudium officers and directors returned no results indicating any individual client or adverse relationships:
•  Jonathan Hargrove (CEO) — No results.
•  Sienna Whitfield (CFO) — No results.
•  Nadia Chowdhury (General Counsel) — No results.
•  Douglas Pemberton (Independent Board Chair) — No results.
Assessment: The prior closed engagement does not create a current conflict of interest. Because Cloudium will be an adverse party (as the target) in the proposed acquisition, the prior representation must be assessed under the applicable Rules of Professional Conduct, including New York Rules of Professional Conduct Rule 1.9 (duties to former clients) and analogous provisions of the Solicitors Regulation Authority Standards and Regulations (applicable to the London office).
Under Rule 1.9(a), a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent, confirmed in writing. The critical question is whether the prior GDPR advisory engagement is "substantially related" to the proposed acquisition.
The prior engagement was narrowly scoped to GDPR compliance matters, including the review of data processing agreements, privacy policies, and cross-border data transfer mechanisms for Cloudium's European cloud infrastructure operations. The proposed acquisition engagement involves the negotiation of a reverse triangular merger, committed debt financing, equity rollover mechanics, and regulatory clearance. The two matters are substantively distinct: the former concerns EU data privacy regulation, while the latter concerns M&A transaction execution and corporate governance.
Moreover, there is no substantial risk that confidential information obtained in the course of the prior GDPR advisory engagement would be material to the proposed acquisition. While the due diligence process in the proposed acquisition may touch upon Cloudium's data privacy practices as part of a broader review of regulatory compliance, any such review would be based on information provided by Cloudium to Solara in a data room or through responses to due diligence requests — not on confidential information retained by the firm from the 2019 engagement. The prior engagement was concluded more than three years ago, and the associate who worked on the matter is no longer with the firm.
Accordingly, the prior closed engagement is not "substantially related" to the proposed acquisition, and no current-client conflict exists (as the engagement is closed and there is no ongoing attorney-client relationship with Cloudium). No informed consent from Cloudium is required.
As a precautionary measure, the Office of the General Counsel has consulted with Gabriella Marchetti, who has confirmed that (i) the prior engagement was limited in scope as described above, (ii) no confidential information from the engagement is reasonably expected to be material to the proposed acquisition, and (iii) she has no objection to the firm's proposed representation of Solara adverse to Cloudium. Gabriella Marchetti will not be a member of the proposed engagement team.
D. Pinnacle Growth Ventures LLC
The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and Pinnacle Growth Ventures LLC or any entity bearing the "Pinnacle" or "Pinnacle Growth" name in connection with this search context.
No adverse representations against Pinnacle Growth Ventures LLC were identified. Individual searches for Evelyn Carmichael (Managing Member, Pinnacle Growth Ventures LLC) returned no results indicating any individual client or adverse relationships.
Note: The requesting attorney has advised that Pinnacle Growth Ventures LLC is a significant shareholder of Cloudium, holding approximately 11.6% of outstanding Cloudium shares and occupying two seats on the Cloudium board of directors. Depending on the transaction structure, Pinnacle may participate in the proposed acquisition in various capacities — including as a rollover equity investor (in which case its interests would be aligned with Solara), as a dissenting shareholder (in which case its interests would be adverse to Solara), or as a party with whom the merger agreement or related transaction documents must be negotiated. The firm-wide partner inquiry did not disclose any relationships with Pinnacle that would affect this analysis.
If Pinnacle becomes an adverse party, a co-client, or a party with which the firm is required to negotiate on behalf of Solara, a supplemental conflict check will be required at that time. At this stage, Pinnacle is not a party to the proposed engagement, and no conflict arises from the mere fact of Pinnacle's shareholding in Cloudium.
Assessment: No conflict identified. Monitoring recommended. The engagement team should promptly notify the Office of the General Counsel if Pinnacle's role in the transaction becomes more clearly defined.
E. Ridgeway Phelps & Sato LLP
The ConflictCheck search confirmed that Calderwood & Harkness has appeared opposite Ridgeway Phelps & Sato LLP in multiple prior transactions and litigation matters across various practice groups and offices. This is a routine occurrence in the ordinary course of a major law firm's practice and does not give rise to a conflict of interest. Law firms are not "clients" within the meaning of the Rules of Professional Conduct merely by virtue of being opposing counsel, and a firm's appearance opposite another firm in one matter does not preclude either firm from appearing opposite the other in subsequent matters.
Individual searches for Catherine Answorth (Partner, M&A, New York) and Alistair Fenn (Partner, Corporate, London) returned no results indicating any personal relationships, prior collaborative engagements, or other connections that would give rise to a conflict of interest or impair the firm's ability to represent Solara effectively.
Assessment: No conflict. The opposing counsel relationship is routine and does not require further analysis.
F. Osprey Bancroft & Co.
The ConflictCheck search returned results indicating that Calderwood & Harkness has represented Osprey Bancroft & Co. in prior matters. Specifically, the firm has served as underwriter's counsel to Osprey Bancroft in connection with capital markets transactions, most recently in Q1 2023. The most recent engagement has been closed, and there is no active or ongoing attorney-client relationship between the firm and Osprey Bancroft as of the date of this memorandum. A summary of the relevant prior engagements is as follows:
•  Matter Number: 1041-00003 — Served as underwriter's counsel to Osprey Bancroft in connection with a Rule 144A/Regulation S high-yield notes offering; engagement opened November 2022; closed March 2023.
•  Matter Number: 1041-00003 — Served as underwriter's counsel to Osprey Bancroft in connection with an initial public offering; engagement opened February 2021; closed June 2021.
Both matters have been closed, and no ongoing obligations, retainer balances, or active engagements exist.
In the proposed engagement, Osprey Bancroft would serve as the buyer's financial advisor, advising Solara on the proposed acquisition. In that capacity, Osprey Bancroft's interests would be aligned with those of the firm's proposed client (Solara), not adverse to it. The firm would not be representing Osprey Bancroft in the proposed engagement — Osprey Bancroft would be a co-advisor working alongside the firm on behalf of a common client.
Assessment: No conflict. The prior client relationship with Osprey Bancroft does not create a conflict of interest where Osprey Bancroft is aligned with (and not adverse to) the firm's proposed client in the proposed transaction. No informed consent is required. Should the firm be asked to provide any legal advice directly to Osprey Bancroft in connection with this transaction, a supplemental conflict analysis would be required.
G. Veridian Partners LLC
The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and Veridian Partners LLC. Individual searches for Monica Pressler returned no results indicating any individual client or adverse relationships.
In the proposed engagement, Veridian Partners would serve as the target's (Cloudium's) financial advisor. While Veridian Partners is aligned with the adverse party in the proposed transaction, the absence of any client relationship means that no conflict arises.
Assessment: No conflict.
H. Meridian Atlantic Bank, N.A.
The ConflictCheck search returned results indicating that Calderwood & Harkness currently represents Meridian Atlantic Bank, N.A. in the following matters:
1.  Active Matter — Regulatory Enforcement Defense (Matter No. 1041-00003)
The firm's Washington DC office currently represents Meridian Atlantic Bank, N.A. in connection with a regulatory enforcement matter initiated by a federal banking regulator. The engagement involves the defense of Meridian Atlantic against certain regulatory allegations relating to compliance with the Bank Secrecy Act and anti-money laundering regulations. The matter is active as of the date of this memorandum. The responsible partner's identity is redacted from this memorandum to preserve confidentiality but is known to the Office of the General Counsel. The engagement team is located in the firm's Washington DC office and does not include any members of the proposed Solara engagement team.
2.  Closed Matter — Syndicated Lending Transaction (Matter No. 1041-00003)
The firm represented Meridian Atlantic Bank, N.A. as lead arranger in connection with a syndicated term loan facility. The engagement was completed and closed in Q4 2022. No ongoing obligations or active engagements remain.
In the proposed engagement, Meridian Atlantic Bank, N.A. would serve as the lead arranger and administrative agent for the committed debt financing that is expected to fund, in part, Solara's acquisition of Cloudium. The firm would be representing the borrower (Solara and/or Fund VI) in negotiating the terms of the commitment letter, fee letter, and related credit documentation against Meridian Atlantic, which would be represented by its own counsel, Winthrop & Hale LLP.
This creates a potential concurrent-client conflict. The firm would simultaneously be (a) representing Meridian Atlantic in the active regulatory enforcement matter (Matter No. 1041-00003) and (b) representing Solara adverse to Meridian Atlantic in the debt financing workstream of the proposed acquisition. Under New York Rules of Professional Conduct Rule 1.7(a)(1), a lawyer shall not represent a client if a reasonable lawyer would conclude that the representation will involve the lawyer in representing differing interests. Under Rule 1.7(b), notwithstanding the existence of a concurrent conflict of interest, a lawyer may represent a client if:
(i) the lawyer reasonably believes that the lawyer will be able to provide competent and diligent representation to each affected client;
(ii) the representation is not prohibited by law;
(iii) the representation does not involve the assertion of a claim by one client against the other client represented by the lawyer in the same litigation or other proceeding before a tribunal; and
(iv) each affected client gives informed consent, confirmed in writing.
Assessment: The firm's current representation of Meridian Atlantic in the regulatory enforcement matter is substantively unrelated to leveraged acquisition financing. The regulatory enforcement matter concerns Bank Secrecy Act and anti-money laundering compliance; the proposed debt financing workstream concerns the negotiation of a committed financing package for a leveraged acquisition. There is no overlap in subject matter, no common factual predicate, and no reasonable expectation that confidential information from one matter would be material to the other.
The firm reasonably believes that it can provide competent and diligent representation to both Solara and Meridian Atlantic in their respective matters. The representation is not prohibited by law, and the matters do not involve the assertion of claims by one client against the other in the same proceeding.
However, informed consent, confirmed in writing, is required from both affected clients — Solara Digital Infrastructure LP and Meridian Atlantic Bank, N.A. — before the firm may commence the proposed engagement.
Recommendation: Obtain informed written consent from both Solara and Meridian Atlantic prior to commencing the engagement. The consent letters should describe the nature of the concurrent representations, confirm that the matters are unrelated, and specify that an information barrier will be maintained between the respective engagement teams. Harrison Wexford should coordinate with the partner handling the Meridian Atlantic regulatory enforcement matter (Matter No. 1041-00003) to ensure that no exchange of confidential information occurs between the two teams. An information barrier (ethical wall) should be implemented in accordance with the firm's standard procedures, including restricted access to matter files, segregated document management, and written acknowledgment by all team members. The consent and barrier procedures should be documented in the engagement file for both matters.
I. Ironclad Capital Markets LLC
The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and Ironclad Capital Markets LLC. Individual searches for Samuel Diaz returned no results indicating any individual client or adverse relationships.
Assessment: No conflict.
J. Winthrop & Hale LLP (Anticipated Lenders' Counsel)
The ConflictCheck search confirmed that Calderwood & Harkness has appeared opposite Winthrop & Hale LLP in multiple prior financing transactions. This is a routine occurrence in the leveraged finance and acquisition finance practice areas, and it does not give rise to a conflict of interest. Winthrop & Hale is a prominent law firm that regularly represents lenders in leveraged acquisition financings, and the firm's appearance opposite Winthrop & Hale in prior matters is a natural incident of the firm's finance practice.
Individual searches for Christine Novak (Partner, Winthrop & Hale LLP) returned no results indicating any personal relationships or other connections that would give rise to a conflict.
Assessment: No conflict. The opposing counsel relationship is routine and does not require further analysis.
K. Cobalt Trust Company
The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and Cobalt Trust Company. No adverse representations were identified.
Assessment: No conflict.
L. Atlas Commercial Lending Corp.
The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and Atlas Commercial Lending Corp. No adverse representations against Atlas Commercial Lending Corp. were identified.
In the proposed transaction, Cloudium's existing indebtedness under the credit agreement dated March 15, 2021 (for which Atlas Commercial Lending Corp. serves as administrative agent) would be repaid at closing. The firm may be involved in coordinating the payoff and discharge of such indebtedness on behalf of Solara.
Assessment: No conflict.
M. Harwell & Dobson LLP (Target's Independent Auditors)
The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and Harwell & Dobson LLP. Individual searches for Martin Chisholm (engagement partner) returned no results indicating any individual client or adverse relationships.
Harwell & Dobson serves as Cloudium's independent registered public accounting firm and statutory auditors. The firm may interact with Harwell & Dobson in connection with due diligence, audit reliance letters, and closing deliverables. No attorney-client relationship would be formed with Harwell & Dobson through such interactions.
Assessment: No conflict.
N. Glenmore Thornton LLP
The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and Glenmore Thornton LLP or its partners. Individual searches for Richard Okamura and Vanessa Liu returned no results.
In the proposed transaction, Glenmore Thornton would serve as the buyer's accounting and tax advisor. The firm would coordinate with Glenmore Thornton on transaction tax structuring and financial due diligence matters.
Assessment: No conflict.
O. Albright & Kerr LLP
The ConflictCheck search returned results indicating that Calderwood & Harkness has worked alongside Albright & Kerr LLP on prior UK regulatory matters as co-counsel. The prior engagements involved collaborative work on UK regulatory filings and compliance matters in which both firms represented the same client or were engaged by the same party to provide complementary legal services. No adverse relationships between the two firms were identified.
Individual searches for Fiona McAllister (Partner, Albright & Kerr LLP) returned results confirming that she has been a collaborative co-counsel contact on prior matters, including UK Competition and Markets Authority filings and Financial Conduct Authority regulatory inquiries. No adverse relationships were identified.
In the proposed transaction, Albright & Kerr would serve as the buyer's UK regulatory counsel, coordinating with Calderwood & Harkness (specifically Elaine Forsythe, who maintains offices in both the London and Washington DC offices) on UK CMA filings and related regulatory clearance matters. The two firms would be aligned on the same side of the transaction.
Assessment: No conflict. The co-counsel alignment is consistent with prior working relationships and does not raise any conflict concerns.
P. Northfield Assurance Ltd. and Peregrine Advisory Group LLC
The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and either Northfield Assurance Ltd. (potential R&W insurance carrier) or Peregrine Advisory Group LLC (potential R&W insurance broker).
Assessment: No conflict with respect to either entity.
Q. Cascade Corporate Services Inc. and Blackthorn Proxy Advisors LLC
The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and either Cascade Corporate Services Inc. (Cloudium's transfer agent) or Blackthorn Proxy Advisors LLC (anticipated proxy solicitor for Cloudium).
Assessment: No conflict with respect to either entity.
R. Aegis Federal Solutions Inc.
The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and Aegis Federal Solutions Inc. No adverse representations were identified.
Aegis Federal Solutions is a key Cloudium customer (approximately $84 million in annual recurring revenue) whose Master SaaS Agreement with Cloudium contains a change-of-control consent requirement. The firm may need to review and advise on this consent requirement in connection with the proposed transaction.
Assessment: No conflict.
S. Helix Data Systems GmbH
The ConflictCheck search returned no results indicating any current or prior attorney-client relationship between Calderwood & Harkness and Helix Data Systems GmbH. No adverse representations were identified.
Helix Data Systems is a technology licensor to Cloudium whose Technology License Agreement contains a termination-for-change-of-control clause. The firm may need to review and advise on this termination provision in connection with the proposed transaction.
Assessment: No conflict.
IV. SUMMARY OF IDENTIFIED ISSUES AND RECOMMENDATIONS
Based on the conflict database search results and partner inquiry responses described in Section III above, the Office of the General Counsel has identified the following issues requiring analysis and, where applicable, remedial action prior to or in connection with the commencement of the proposed engagement.
Issue 1: Prior Closed Representation of Cloudium Technologies plc (Target)
Nature of Issue: Calderwood & Harkness represented Cloudium Technologies plc in a limited-scope GDPR regulatory advisory matter (Matter No. 1041-00003) in 2019. The engagement was handled by the London office under the supervision of Gabriella Marchetti and was closed in February 2020. No ongoing attorney-client relationship exists between the firm and Cloudium. In the proposed engagement, Cloudium will be the target — an adverse party to the firm's proposed client, Solara.
Applicable Rule: New York Rules of Professional Conduct Rule 1.9(a) (duties to former clients); SRA Code of Conduct, Paragraph 6.5 (applicable to the London office).
Analysis: The prior GDPR advisory engagement is substantively unrelated to the proposed leveraged acquisition. The subject matters are distinct (data privacy compliance versus M&A transaction documentation and execution), the legal issues do not overlap, and there is no substantial risk that confidential information obtained during the prior engagement would be material to the proposed acquisition. The engagement was concluded over three years ago, and the associate who worked on the matter has departed the firm. Gabriella Marchetti has confirmed that no material confidential information is at risk and has no objection to the proposed representation.
Risk Level: Low.
Conclusion: No conflict. The prior engagement is closed, substantively unrelated, and poses no material risk of misuse of confidential information. No informed consent from Cloudium is required under Rule 1.9(a), as the matters are not "substantially related." No further action is required.
Issue 2: Concurrent Representation of Meridian Atlantic Bank, N.A.
Nature of Issue: Calderwood & Harkness currently represents Meridian Atlantic Bank, N.A. in an active regulatory enforcement defense matter (Matter No. 1041-00003) handled by the Washington DC office. In the proposed engagement, the firm would represent Solara and/or Fund VI adverse to Meridian Atlantic in the debt financing workstream, specifically in negotiating the commitment letter, fee letter, and related credit documentation for the committed acquisition financing in which Meridian Atlantic would serve as lead arranger and administrative agent.
Applicable Rule: New York Rules of Professional Conduct Rule 1.7(a) (concurrent conflicts of interest); Rule 1.7(b) (consent exception).
Analysis: This presents a concurrent-client conflict. The firm would simultaneously represent Meridian Atlantic in one matter and represent another client (Solara) adverse to Meridian Atlantic in a separate, unrelated matter. Although the matters are substantively unrelated, the concurrent adverse representation triggers the requirements of Rule 1.7(b). The firm reasonably believes that it can provide competent and diligent representation to each affected client. The representation is not prohibited by law and does not involve the assertion of claims by one client against the other in the same proceeding. Accordingly, the conflict is consentable, provided that informed consent, confirmed in writing, is obtained from both Solara and Meridian Atlantic.
Risk Level: Moderate — concurrent-client conflict requiring informed written consent from both affected clients and implementation of an information barrier.
Recommendation:
(a) Informed Written Consent from Solara. Prior to commencing the engagement, the firm must obtain informed written consent from Solara Digital Infrastructure LP (or its authorized representative, such as Marcus Elliston or Priya Narasimhan) acknowledging the firm's current representation of Meridian Atlantic Bank, N.A. in unrelated matters and consenting to the firm's simultaneous representation of Solara adverse to Meridian Atlantic in the debt financing workstream.
(b) Informed Written Consent from Meridian Atlantic. Prior to commencing the engagement, the firm must obtain informed written consent from Meridian Atlantic Bank, N.A. (through the appropriate contact, coordinated with the partner handling the Meridian Atlantic regulatory enforcement matter) acknowledging the firm's proposed representation of Solara adverse to Meridian Atlantic in the debt financing workstream and consenting to the firm's simultaneous representation.
(c) Information Barrier. An information barrier (ethical wall) must be implemented between the Solara deal team (Harrison Wexford, Beatrice Holloway, Tiffany Rosenthal, Andrew Fitzpatrick, and any other team members) and the Meridian Atlantic regulatory enforcement team (the responsible partner in the Washington DC office and associated team members). The information barrier shall include, at a minimum:
(i) Restricted access to matter files — members of each team shall not have access to the other team's files, documents, or electronic work product in the firm's document management system;
(ii) Segregated billing and timekeeping — billing records for the two matters shall be maintained separately, and no cross-referencing shall be permitted;
(iii) No substantive communications between team members regarding the respective matters;
(iv) Written acknowledgment by all team members of the existence and terms of the information barrier; and
(v) Designation of a compliance monitor within the Office of the General Counsel to oversee adherence to the information barrier.
Action Required: Harrison Wexford is directed to coordinate with the partner handling the Meridian Atlantic regulatory enforcement matter and with the Office of the General Counsel to prepare and distribute the necessary consent letters and to implement the information barrier procedures described above. The engagement may not commence until both consents have been obtained and confirmed in writing and the information barrier has been established.
Issue 3: Prior Closed Client Relationship with Osprey Bancroft & Co.
Nature of Issue: Calderwood & Harkness previously represented Osprey Bancroft & Co. as underwriter's counsel in capital markets transactions. The most recent engagement was closed in March 2023. In the proposed engagement, Osprey Bancroft would serve as the buyer's financial advisor, aligned with (not adverse to) the firm's proposed client, Solara.
Applicable Rule: New York Rules of Professional Conduct Rule 1.9(a) (duties to former clients).
Analysis: The prior client relationship has been concluded, and no ongoing attorney-client relationship exists. More importantly, Osprey Bancroft is aligned with the firm's proposed client in the proposed transaction — Osprey Bancroft and Solara are on the same side. There is no adverse representation, and no risk that the firm's prior service as Osprey Bancroft's underwriter's counsel would create a duty conflict. The firm's prior experience with Osprey Bancroft may, in fact, facilitate coordination on the proposed transaction.
Risk Level: None.
Conclusion: No conflict. No action required.
V. CLEARANCE DETERMINATION
Overall Conclusion: Subject to the resolution of Issue 2 (obtaining informed written consent from both Solara Digital Infrastructure LP and Meridian Atlantic Bank, N.A. regarding the concurrent representation, and implementing an information barrier between the respective engagement teams), the conflict check for the proposed representation of Solara Digital Infrastructure LP in connection with the potential acquisition of Cloudium Technologies plc is CLEARED for engagement.
Conditions to Clearance:
The following conditions must be satisfied before the engagement may commence and before a matter number may be activated for billing purposes:
1.  Informed written consent must be obtained from Solara Digital Infrastructure LP (or its authorized representative) acknowledging the firm's current representation of Meridian Atlantic Bank, N.A. in unrelated matters and consenting to the firm's simultaneous representation of Solara adverse to Meridian Atlantic in the debt financing workstream of the proposed acquisition.
2.  Informed written consent must be obtained from Meridian Atlantic Bank, N.A. (through its authorized representative, coordinated with the responsible partner handling the Meridian Atlantic regulatory enforcement matter) acknowledging the firm's proposed representation of Solara adverse to Meridian Atlantic in the debt financing workstream and consenting to the firm's simultaneous representation.
3.  An information barrier must be implemented between the Solara deal team and the Meridian Atlantic regulatory enforcement team in accordance with the procedures described in Section IV, Issue 2, above. Written acknowledgments from all affected team members must be obtained and filed in the engagement records for both matters.
4.  A supplemental conflict check must be conducted promptly if any of the following events occur during the course of the engagement:
(a) Additional parties are identified or become involved in the transaction (e.g., additional lenders, co-investors, insurers, or advisors);
(b) Pinnacle Growth Ventures LLC assumes a defined role in the transaction, whether as a rollover equity investor, a co-client, an adverse party, or otherwise;
(c) The engagement scope is expanded to include additional workstreams (e.g., tax structuring, antitrust/competition regulatory clearance) or additional team members;
(d) Any information comes to the attention of the engagement team that may be relevant to the conflict analysis, including information obtained during due diligence; or
(e) Any other event or circumstance occurs that could reasonably be expected to affect the firm's conflict analysis.
The engagement team is reminded of its continuing obligation to notify the Office of the General Counsel promptly of any changes in circumstances that may affect the conflict analysis or require a supplemental review.
Proposed Matter Number: 1041-00003. The matter number will be activated upon confirmation that all conditions to clearance have been satisfied.
VI. APPROVALS
Prepared by:
________________________________________
Rebecca S. Thornburg Conflicts Counsel Office of the General Counsel Calderwood & Harkness LLP
Date: August 12, 2023
Reviewed and Approved by:
________________________________________
David M. Carruthers Deputy General Counsel Calderwood & Harkness LLP
Date: August 12, 2023
Acknowledged by Requesting Partner:
________________________________________
Harrison Wexford Partner, Mergers & Acquisitions Calderwood & Harkness LLP
Date: ________
Matter Number Assigned: 1041-00003
VII. ATTACHMENTS
The following documents are attached to this memorandum and incorporated herein by reference:
Attachment A: ConflictCheck System Search Report — Full printout of database search results for all parties listed in Section II of this memorandum, including entity name searches, individual name searches, ticker symbol searches, company registration number searches, and EIN searches, as generated by the ConflictCheck system on August 12, 2023.
Attachment B: Firm-wide Partner Inquiry Circulation — Copy of the email dated August 11, 2023, circulated to all partners of the firm requesting disclosure of any personal or professional relationships with the named parties, together with all responses received as of August 12, 2023. Responses received after the date of this memorandum will be collected and, if relevant, addressed in a supplemental memorandum.
Attachment C: Summary of Prior Cloudium Technologies plc Engagement — Summary of the firm's prior representation of Cloudium Technologies plc in the 2019 GDPR regulatory advisory matter (Matter No. 1041-00003), including scope of engagement, engagement dates, team composition, billing summary, and closure confirmation dated February 2020.
Attachment D: Summary of Current Meridian Atlantic Bank, N.A. Engagements — Summary of (i) the active regulatory enforcement defense matter (Matter No. 1041-00003), including scope of engagement, engagement team (names redacted as appropriate), and current status; and (ii) the closed syndicated lending transaction matter (Matter No. 1041-00003), including closure confirmation dated Q4 2022.
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is intended solely for internal use by authorized personnel of Calderwood & Harkness LLP. Unauthorized disclosure, copying, or distribution is prohibited. If you have received this memorandum in error, please notify the Office of the General Counsel immediately and destroy all copies.
Attorney | Role | Practice Group
Harrison Wexford | Responsible Partner | Mergers & Acquisitions
Beatrice Holloway | Billing Partner | Mergers & Acquisitions
Tiffany Rosenthal | Lead Associate | Mergers & Acquisitions
Andrew Fitzpatrick | Working Associate | Mergers & Acquisitions
Leonard Cross | Tax Partner (potential) | Tax
Elaine Forsythe | Antitrust/Competition Partner (potential) | Antitrust & Competition

CALDERWOOD & HARKNESS LLP

INTERNAL CONFLICT CHECK MEMORANDUM

I. SUMMARY OF PROPOSED ENGAGEMENT

II. PARTIES SEARCHED

III. CONFLICT DATABASE SEARCH RESULTS

IV. SUMMARY OF IDENTIFIED ISSUES AND RECOMMENDATIONS

Record

Parties

Dates

Amounts