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

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PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, NY 10022 Tel: (212) 455-7000

Fax: (212) 455-7001

www.calderwoodharkness.com

August 14, 2023

VIA EMAIL AND HAND DELIVERY

Mr. Marcus Elliston Founder & Managing Partner Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801

Re: Engagement of Calderwood & Harkness LLP — Potential Acquisition of Cloudium Technologies plc Matter No.: 1041-00003

Dear Mr. Elliston:

Thank you for the opportunity to represent Solara Digital Infrastructure LP ("Solara" or the "Client") in connection with Solara's potential acquisition of Cloudium Technologies plc ("Cloudium" or the "Target"), a public limited company incorporated under the laws of England and Wales and listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." We very much appreciate the confidence you and your team have placed in Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," "we," or "us") in selecting us as your legal advisors for this important matter.

Following our recent discussions regarding the proposed transaction, we are delighted to confirm that Calderwood & Harkness is prepared to serve as lead transaction counsel to Solara in connection with this engagement. This letter (this "Engagement Letter") sets forth the terms and conditions of the Firm's engagement by Solara, including the scope of the representation, the identity of the responsible attorneys, the Firm's fee arrangements, and certain other matters. We ask that you review this letter carefully and, if the terms are acceptable, execute and return a copy to us as described below.

1. Identification of the Client

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

We further understand that the representation may extend, from time to time and as the proposed transaction develops, to certain affiliates of Solara that are directly or indirectly involved in the contemplated acquisition, including, without limitation, the following:

(a) Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (vintage 2022), which we understand is the anticipated investing fund for this transaction;

(b) Solara Fund VI GP LLC, a Delaware limited liability company, as the general partner of Solara Digital Infrastructure Fund VI LP;

(c) any co-investment vehicles, parallel funds, or alternative investment vehicles organized by or on behalf of Solara or its affiliates in connection with the proposed transaction; and

(d) any acquisition vehicle, merger subsidiary, special purpose entity, or holding company to be formed in connection with the proposed transaction (collectively, with the entities described in clauses (a) through (c), the "Affiliated Entities").

For the avoidance of doubt, our engagement is with Solara Digital Infrastructure LP, and, to the extent applicable, the Affiliated Entities described above. This engagement is not with any individual partner, officer, director, employee, or agent of Solara or any of its affiliates in their personal capacity. Our duties of loyalty, confidentiality, and professional responsibility run to Solara as an entity, and not to any individual associated with Solara. In the event that the interests of any individual partner, officer, director, employee, or agent diverge from the interests of Solara, such individual should seek independent legal counsel with respect to any personal legal matters.

2. Scope of Engagement

2.1 General Description

Calderwood & Harkness is engaged to represent Solara in connection with the potential acquisition (the "Transaction") of Cloudium Technologies plc. Subject to the limitations and exclusions set forth below, the scope of our engagement includes the following legal services:

(a) Transaction Structuring. Advising Solara on the structuring of the Transaction, including the evaluation of potential transaction structures such as a reverse triangular merger, a forward merger, a direct acquisition of shares, an asset acquisition, a tender offer (whether pursuant to a negotiated agreement or otherwise), a scheme of arrangement under the UK Companies Act 2006, or any combination thereof, and providing counsel on the relative legal, regulatory, and tax advantages and disadvantages of each potential structure.

(b) Legal Due Diligence. Conducting and coordinating comprehensive legal due diligence of Cloudium and its subsidiaries, including subsidiaries located in the United Kingdom, India, and Germany. Our due diligence efforts will encompass, among other areas, corporate and organizational matters, material contracts, intellectual property, real and personal property, employment and labor matters, litigation and regulatory proceedings, environmental matters, data privacy and cybersecurity compliance, insurance coverage, and governmental permits and licenses. We will prepare customary due diligence reports and memoranda summarizing our findings and identifying key risk areas for Solara's consideration.

(c) Definitive Agreement and Ancillary Documents. Drafting, reviewing, negotiating, and finalizing the definitive acquisition agreement (whether structured as a merger agreement, share purchase agreement, or other principal agreement) and all related ancillary agreements and documents, including, but not limited to, disclosure schedules, voting and support agreements, non-competition and non-solicitation agreements, escrow agreements, transition services agreements, intellectual property assignment or license agreements, and any other agreements required in connection with the Transaction.

(d) Equity Commitment and Financing. Advising Solara on equity commitment letters, debt financing commitment letters, debt financing documentation (including credit agreements, security agreements, intercreditor agreements, and related instruments), and other financing arrangements to be entered into in connection with the Transaction. This includes reviewing and negotiating the terms and conditions of any financing commitments obtained by Solara or its affiliates and advising on the conditionality and enforceability of such commitments.

(e) Rollover Equity Arrangements. Advising on any rollover equity arrangements with continuing shareholders, management equity participants, or other investors of Cloudium who may retain or reinvest equity in the post-closing entity or its parent, including the drafting and negotiation of rollover agreements, subscription agreements, and related governance documents.

(f) Representation and Warranty Insurance. Advising on the procurement and negotiation of representation and warranty insurance policies in connection with the Transaction, including coordinating with insurance brokers and underwriters, reviewing policy terms and exclusions, and negotiating the allocation of coverage between the parties.

(g) Regulatory Filings. Preparing and filing required regulatory submissions and notifications, including a premerger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and advising on the timing and procedural requirements of the HSR review process. To the extent additional regulatory filings become necessary and are within the scope of this engagement (or are added pursuant to a supplemental engagement letter), the Firm will assist with such filings as well.

(h) Entity Formation and Corporate Governance. Preparing corporate governance documents, organizational documents, and entity formation filings for any acquisition vehicles, merger subsidiaries, holding companies, or other entities to be formed in connection with the Transaction, including certificates of incorporation, limited liability company agreements, limited partnership agreements, bylaws, resolutions, and related organizational documents.

(i) SEC and Securities Law Matters. Advising on U.S. Securities and Exchange Commission ("SEC") and federal and state securities law matters arising in connection with the Transaction, including, as applicable, the review and preparation of proxy statements, tender offer materials, Schedule 13D or 13E-3 filings, and any other filings required under the Securities Exchange Act of 1934, the Securities Act of 1933, or other applicable securities laws.

(j) Closing and Post-Closing Matters. Coordinating the closing mechanics of the Transaction, preparing closing checklists, closing certificates, officer's certificates, bring-down opinions, and other closing deliverables, and managing post-closing matters including, but not limited to, post-closing purchase price adjustments, escrow fund administration coordination, and the satisfaction or waiver of any post-closing covenants or conditions.

(k) Other Services. Providing such other legal services as may be reasonably required in connection with the Transaction and as may be requested by Solara from time to time.

2.2 Excluded Matters

The following matters are specifically excluded from the initial scope of this engagement. Should any of these workstreams become necessary or desirable as the Transaction develops, Calderwood & Harkness will issue supplemental engagement letters to address the scope, responsible specialists, and applicable fee arrangements for each such workstream:

(a) Antitrust and Competition Advice. Specialized antitrust and competition advisory services, including filings with the UK Competition and Markets Authority ("CMA"), review by the Committee on Foreign Investment in the United States ("CFIUS"), EU merger control notifications under Council Regulation (EC) No. 139/2004, and foreign investment screening under the laws of any applicable jurisdiction. We note that, given the cross-border nature of the Transaction and Cloudium's operations in multiple jurisdictions, antitrust and competition matters may need to be added to the scope of the engagement as the Transaction progresses. We will work with you to identify the appropriate timing and scope of any such supplemental engagement.

(b) Tax Structuring and Advisory Services. Specialized tax structuring and tax advisory services, including advice on the U.S. federal, state, and local tax consequences of the Transaction, cross-border tax planning, transfer pricing matters, and tax due diligence. The Firm's Tax Group is available to provide these services, and we anticipate that a supplemental engagement letter may be issued to formalize the engagement of our tax specialists if and when such services are requested.

(c) Litigation and Dispute Resolution. Any litigation, arbitration, mediation, or other dispute resolution proceedings arising out of or related to the Transaction, including any stockholder litigation, appraisal proceedings, or regulatory enforcement actions. In the event that any such matters arise, we will discuss with Solara the appropriate course of action and, if retained, issue a supplemental engagement letter addressing the scope and terms of any such representation.

We will keep you informed as the Transaction evolves regarding any additional workstreams that may need to be brought within the scope of our representation, and we will coordinate with you before engaging any additional specialists or expanding the engagement.

3. Responsible Attorneys

3.1 Responsible Partner

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

Telephone: (212) 455-7124

Email: hwexford@calderwoodharkness.com

3.2 Billing Partner

Beatrice Holloway, Partner in the Firm's Mergers & Acquisitions Group, also based in our New York office, will serve as the Billing Partner for this engagement. Beatrice will be responsible for all billing, invoicing, and fee arrangement matters related to this engagement. Beatrice may be reached directly at:

Telephone: (212) 455-7218

Email: bholloway@calderwoodharkness.com

3.3 Additional Team Members

In addition to Harrison and Beatrice, other attorneys and legal professionals from the Firm may be assigned to the matter as the engagement requires. We anticipate that the deal team will include associates and specialists from our Mergers & Acquisitions, Tax, Antitrust & Competition, Finance, Capital Markets, Real Estate, intellectual Property, Employment, and other practice groups. The Firm will endeavor to staff the matter efficiently and cost-effectively, and we will keep Solara informed of the composition of the deal team as the engagement progresses.

Calderwood & Harkness maintains offices in New York (599 Lexington Avenue, New York, NY 10022), Washington, DC (1601 K Street NW, Suite 1200, Washington, DC 20006), and London (One Bartholomew Close, London EC1A 7BL, United Kingdom). Depending on the needs of the various workstreams — including, for example, regulatory filings in Washington, DC, and any UK-related matters arising in connection with Cloudium's incorporation under the laws of England and Wales — attorneys across these offices may be involved in the engagement.

4. Conflicts of Interest

4.1 Conflicts Review

Calderwood & Harkness has conducted a conflicts check as of the date of this letter in accordance with the Firm's standard conflicts clearance procedures. The Firm has reviewed its records for existing and prior relationships with Cloudium Technologies plc, its known directors and officers — including Jonathan Hargrove (Chief Executive Officer), Sienna Whitfield (Chief Financial Officer), Nadia Chowdhury (General Counsel), and Douglas Pemberton (Independent Board Chair) — as well as Pinnacle Growth Ventures LLC and its representative Evelyn Carmichael (a known significant shareholder of Cloudium), Ridgeway Phelps & Sato LLP (the anticipated legal counsel to Cloudium), and other known parties to the potential Transaction.

Based on this review, and as reflected in our internal Conflict Check Memorandum dated August 12, 2023, no disqualifying conflicts of interest have been identified as of the date hereof, and the Firm is able to proceed with this engagement.

4.2 Reservation of Rights

Notwithstanding the foregoing, Calderwood & Harkness is a large law firm with offices in multiple jurisdictions and a diverse client base. The Firm reserves the right to represent, and may currently represent or in the future undertake the representation of, other clients in matters that are unrelated to this Transaction but that may involve Cloudium Technologies plc, Pinnacle Growth Ventures LLC, or other parties to the Transaction, subject to the Firm's ethical obligations and the applicable rules of professional conduct, including the New York Rules of Professional Conduct. Such unrelated representations may include, without limitation, matters in which such parties are adverse to other clients of the Firm, provided that such matters do not involve the subject matter of this engagement and do not create a conflict that would impair the Firm's ability to represent Solara in connection with the Transaction.

4.3 Advance Waiver

To the extent permitted by Rule 1.7 and Rule 1.9 of the New York Rules of Professional Conduct and other applicable rules of professional conduct, Solara hereby consents in advance to Calderwood & Harkness's representation of other clients in matters unrelated to the Transaction that may be adverse to Solara, Cloudium, or other participants in the Transaction, provided that (i) such matters are not substantially related to the Transaction or to information the Firm has received from Solara in connection with this engagement, and (ii) such representations do not involve the assertion of a claim against Solara or the defense of a claim asserted by Solara. This advance waiver is intended to be broadly construed to the maximum extent permissible under applicable law and professional responsibility rules.

4.4 Supplemental Conflicts Checks

We request that Solara promptly advise Calderwood & Harkness of any additional parties that become involved in the Transaction — including, without limitation, potential co-investors, financing sources, regulatory counterparties, and any parties to material ancillary agreements — so that the Firm can conduct supplemental conflicts checks on a timely basis. We will likewise advise Solara promptly if any conflict or potential conflict arises during the course of the engagement.

5. Fees and Billing Arrangements

5.1 Basis of Fees

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

5.2 Current Hourly Rates

For your reference, the Firm's current standard hourly rates applicable to this engagement are as follows:

The rates set forth above are the Firm's standard rates as of the date of this letter and are subject to periodic adjustment, typically on an annual basis effective January 1 of each calendar year. The Firm will provide Solara with advance written notice of any changes to the applicable hourly rates. Unless Solara objects in writing within thirty (30) days of receiving such notice, the adjusted rates will apply to services rendered on or after the effective date of the adjustment.

5.3 Invoicing. The Firm will issue monthly invoices for professional fees and disbursements incurred during the preceding calendar month. Each invoice will contain a reasonably detailed description of the services rendered, the identity of the timekeepers who performed the work, the hours expended, and the applicable hourly rates. Invoices are due and payable within thirty (30) days of the date of the invoice. Amounts not paid within thirty (30) days of the invoice date may, at the Firm's discretion, accrue interest at the rate of one percent (1.0%) per month (or the maximum rate permitted by law, whichever is less) from the date such amounts become due until paid in full.

5.4 Disbursements and Expenses

In addition to professional fees, Solara will be responsible for the reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses may include, without limitation:

(a) travel expenses (including airfare, ground transportation, hotel accommodations, and meals) incurred in connection with due diligence, negotiations, closings, or other meetings related to the Transaction;

(b) filing fees, including HSR Act filing fees and state or foreign regulatory filing fees;

(d) courier and delivery charges;

(e) document reproduction, printing, and binding costs;

(f) charges for electronic data room access, document management platforms, and related technology services; and

(g) expenses related to third-party vendors, consultants, or service providers engaged in connection with the Transaction, provided that the Firm will obtain Solara's prior approval before engaging any third-party vendor whose fees are expected to exceed $10,000 in the aggregate.

5.5 Outside Counsel Guidelines

If Solara maintains outside counsel guidelines or billing guidelines that are applicable to this engagement, we request that a copy of such guidelines be provided to us at your earliest convenience. The Firm will make reasonable efforts to comply with such guidelines, provided that in the event of any conflict between the terms of Solara's outside counsel guidelines and the terms of this Engagement Letter, the terms of this Engagement Letter shall control unless the Firm and Solara otherwise agree in writing.

6. Confidentiality

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

Confidential information received from Solara or generated in the course of this engagement will not be disclosed to any third party without Solara's prior written consent, except as may be required by applicable law, court order, or the rules of professional conduct governing the Firm's attorneys. In the event that the Firm receives a subpoena, court order, or other compulsory process seeking the disclosure of Solara's confidential information, the Firm will promptly notify Solara (to the extent legally permitted) and will cooperate with Solara in seeking any available protective measures.

We note that, in the ordinary course of this engagement, it may be necessary for the Firm to share certain confidential information with co-counsel, specialists, or third-party advisors retained in connection with the Transaction, including, for example, UK regulatory counsel, local counsel in India and Germany, representation and warranty insurance brokers and underwriters, and other professionals whose involvement is necessary for the effective conduct of the engagement. By executing this Engagement Letter, Solara consents to such sharing of confidential information, subject to appropriate confidentiality protections, including, where applicable, the execution of non-disclosure agreements or reliance on professional duties of confidentiality applicable to such third parties.

7. Document Retention

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

At the conclusion of the engagement, the Firm will, upon Solara's written request, return original documents belonging to Solara. Copies of documents, work product, correspondence, and other files may be retained by the Firm in accordance with its retention schedule or disposed of at the Firm's discretion following the expiration of the applicable retention period. The Firm will provide Solara with reasonable advance notice before disposing of any client files at the conclusion of the retention period.

Electronic files will be maintained on the Firm's secure document management system for the duration of the applicable retention period. The Firm employs industry-standard security measures to protect the confidentiality and integrity of electronic files stored on its systems.

8. Limitation of Liability and Disclaimers

Calderwood & Harkness's liability in connection with this engagement shall be limited to the scope of the engagement as described in this Engagement Letter and any supplemental engagement letters executed by the parties. The Firm shall not be liable for any losses, damages, or liabilities arising from matters outside the scope of the engagement, from Solara's acts or omissions, or from the acts or omissions of third parties, including other advisors, counterparties, or governmental authorities.

The Firm's legal advice in connection with this engagement is limited to matters of U.S. federal law, the law of the State of New York, and the General Corporation Law of the State of Delaware (the "DGCL"), and such other jurisdictions as may be expressly agreed in writing between the Firm and Solara. The Firm does not opine on the laws of any foreign jurisdiction, including the laws of England and Wales, India, or Germany, unless separately and expressly agreed.

For matters involving UK law — including matters arising from Cloudium's incorporation under the laws of England and Wales, UK regulatory approvals, and UK employment and tax matters — the Firm may coordinate with UK-qualified counsel, including attorneys from the Firm's London office or local counsel such as Albright & Kerr LLP, London. Responsibility for the rendering of UK legal advice rests solely with appropriately qualified UK counsel, and Calderwood & Harkness shall not be liable for the advice or work product of such UK-qualified counsel.

The Firm's advice is based on the law as in effect at the time such advice is rendered and the facts and circumstances known to the Firm at that time. We undertake no obligation to update or supplement our advice in light of subsequent changes in the law or changes in facts or circumstances, except to the extent that we are then engaged to provide ongoing advice on the matter in question.

9. Termination of Engagement

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

Upon termination of this engagement, Calderwood & Harkness will take all steps reasonably necessary to protect Solara's interests, including the timely transfer of files, documents, and work product to successor counsel designated by Solara. The Firm will cooperate fully with Solara and any successor counsel in connection with the orderly transition of the matter.

The Firm's obligations of confidentiality and loyalty, as described in this Engagement Letter, shall survive the termination of this engagement and continue in full force and effect thereafter, in accordance with the applicable rules of professional conduct and the terms of this letter.

10. No Guarantee of Outcome

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

(a) the negotiation and agreement of commercial terms acceptable to both Solara and Cloudium;

(b) the receipt of all necessary regulatory approvals, including clearance under the HSR Act and any applicable foreign regulatory approvals;

(c) the approval of the Transaction by the board of directors and stockholders of Cloudium (and, if applicable, any required approvals from Solara's limited partners or advisory committee);

(d) the availability and closing of debt and equity financing on acceptable terms;

(e) general market conditions, economic factors, and industry developments; and

(f) the absence of any material adverse change in the business, operations, or financial condition of Cloudium prior to the closing.

Nothing in this Engagement Letter or in any advice provided by the Firm shall be construed as a guarantee or prediction of any particular result.

11. Agreement to Terms; Counterparts; Governing Law

11.1 Acceptance. We ask that you indicate your agreement to the terms and conditions set forth in this Engagement Letter by signing and returning a copy of this letter to the undersigned at your earliest convenience. This Engagement Letter shall become effective upon execution by both parties.

11.2 Governing Law

This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof.

11.3 Dispute Resolution

Any disputes arising out of or related to this engagement or this Engagement Letter shall be resolved exclusively in the courts of the State of New York located in the Borough of Manhattan, New York County, or the United States District Court for the Southern District of New York, and each party hereby consents to the personal jurisdiction and venue of such courts.

11.4 Counterparts. This Engagement Letter may be executed in one or more counterparts, including by means of electronic signature (such as Brightwater Software or similar platforms), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

11.5 Entire Agreement

This Engagement Letter, together with any supplemental engagement letters executed by the parties and the Firm's standard terms of engagement (a copy of which is enclosed herewith), constitutes the entire agreement between Calderwood & Harkness and Solara with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter.

12. Closing

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

Should you have any questions regarding this Engagement Letter or any aspect of the engagement, please do not hesitate to contact Harrison Wexford at (212) 455-7124 or hwexford@calderwoodharkness.com, or Beatrice Holloway at (212) 455-7218 or bholloway@calderwoodharkness.com. We look forward to your confirmation and to commencing work on this exciting matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Harrison Wexford

Title: Partner, Mergers & Acquisitions

Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022

AGREED AND ACCEPTED

By executing below, the undersigned, on behalf of Solara Digital Infrastructure LP, acknowledges receipt of this Engagement Letter, confirms that the undersigned has the authority to execute this letter on behalf of Solara Digital Infrastructure LP, and agrees to the terms and conditions set forth herein.

SOLARA DIGITAL INFRASTRUCTURE LP

By its General Partner, Solara Digital GP LLC

By: ________

Name: Marcus Elliston

Title: Founder & Managing Partner

Date: ________

Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801

cc:

Priya Narasimhan, Co-Managing Partner & Chief Investment Officer, Solara Digital Infrastructure LP

Beatrice Holloway, Partner, Calderwood & Harkness LLP

Enclosures:

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

2. Matter Information Sheet — Please reference Matter No. 1041-00003 in all future correspondence, billing submissions, and communications related to this engagement.

Professional Category	Hourly Rate Range
Partners	$1,550 – $2,200
Senior Associates / Counsel	$1,100 – $1,500
Associates	$700 – $1,100
Legal Assistants / Paralegals	$350 – $550

PRIVILEGED & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, NY 10022 Tel: (212) 455-7000
Fax: (212) 455-7001
www.calderwoodharkness.com
August 14, 2023
VIA EMAIL AND HAND DELIVERY
Mr. Marcus Elliston Founder & Managing Partner Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801
Re: Engagement of Calderwood & Harkness LLP — Potential Acquisition of Cloudium Technologies plc Matter No.: 1041-00003
Dear Mr. Elliston:
Thank you for the opportunity to represent Solara Digital Infrastructure LP ("Solara" or the "Client") in connection with Solara's potential acquisition of Cloudium Technologies plc ("Cloudium" or the "Target"), a public limited company incorporated under the laws of England and Wales and listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." We very much appreciate the confidence you and your team have placed in Calderwood & Harkness LLP ("Calderwood & Harkness," the "Firm," "we," or "us") in selecting us as your legal advisors for this important matter.
Following our recent discussions regarding the proposed transaction, we are delighted to confirm that Calderwood & Harkness is prepared to serve as lead transaction counsel to Solara in connection with this engagement. This letter (this "Engagement Letter") sets forth the terms and conditions of the Firm's engagement by Solara, including the scope of the representation, the identity of the responsible attorneys, the Firm's fee arrangements, and certain other matters. We ask that you review this letter carefully and, if the terms are acceptable, execute and return a copy to us as described below.
1. Identification of the Client
Our client in this engagement is Solara Digital Infrastructure LP, a Delaware limited partnership, with its principal office located at 1200 Market Street, Suite 3400, Wilmington, DE 19801 (the "Client"). We understand that the general partner of Solara is Solara Digital GP LLC, a Delaware limited liability company.
We further understand that the representation may extend, from time to time and as the proposed transaction develops, to certain affiliates of Solara that are directly or indirectly involved in the contemplated acquisition, including, without limitation, the following:
(a) Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership (vintage 2022), which we understand is the anticipated investing fund for this transaction;
(b) Solara Fund VI GP LLC, a Delaware limited liability company, as the general partner of Solara Digital Infrastructure Fund VI LP;
(c) any co-investment vehicles, parallel funds, or alternative investment vehicles organized by or on behalf of Solara or its affiliates in connection with the proposed transaction; and
(d) any acquisition vehicle, merger subsidiary, special purpose entity, or holding company to be formed in connection with the proposed transaction (collectively, with the entities described in clauses (a) through (c), the "Affiliated Entities").
For the avoidance of doubt, our engagement is with Solara Digital Infrastructure LP, and, to the extent applicable, the Affiliated Entities described above. This engagement is not with any individual partner, officer, director, employee, or agent of Solara or any of its affiliates in their personal capacity. Our duties of loyalty, confidentiality, and professional responsibility run to Solara as an entity, and not to any individual associated with Solara. In the event that the interests of any individual partner, officer, director, employee, or agent diverge from the interests of Solara, such individual should seek independent legal counsel with respect to any personal legal matters.
2. Scope of Engagement
2.1 General Description
Calderwood & Harkness is engaged to represent Solara in connection with the potential acquisition (the "Transaction") of Cloudium Technologies plc. Subject to the limitations and exclusions set forth below, the scope of our engagement includes the following legal services:
(a) Transaction Structuring. Advising Solara on the structuring of the Transaction, including the evaluation of potential transaction structures such as a reverse triangular merger, a forward merger, a direct acquisition of shares, an asset acquisition, a tender offer (whether pursuant to a negotiated agreement or otherwise), a scheme of arrangement under the UK Companies Act 2006, or any combination thereof, and providing counsel on the relative legal, regulatory, and tax advantages and disadvantages of each potential structure.
(b) Legal Due Diligence. Conducting and coordinating comprehensive legal due diligence of Cloudium and its subsidiaries, including subsidiaries located in the United Kingdom, India, and Germany. Our due diligence efforts will encompass, among other areas, corporate and organizational matters, material contracts, intellectual property, real and personal property, employment and labor matters, litigation and regulatory proceedings, environmental matters, data privacy and cybersecurity compliance, insurance coverage, and governmental permits and licenses. We will prepare customary due diligence reports and memoranda summarizing our findings and identifying key risk areas for Solara's consideration.
(c) Definitive Agreement and Ancillary Documents. Drafting, reviewing, negotiating, and finalizing the definitive acquisition agreement (whether structured as a merger agreement, share purchase agreement, or other principal agreement) and all related ancillary agreements and documents, including, but not limited to, disclosure schedules, voting and support agreements, non-competition and non-solicitation agreements, escrow agreements, transition services agreements, intellectual property assignment or license agreements, and any other agreements required in connection with the Transaction.
(d) Equity Commitment and Financing. Advising Solara on equity commitment letters, debt financing commitment letters, debt financing documentation (including credit agreements, security agreements, intercreditor agreements, and related instruments), and other financing arrangements to be entered into in connection with the Transaction. This includes reviewing and negotiating the terms and conditions of any financing commitments obtained by Solara or its affiliates and advising on the conditionality and enforceability of such commitments.
(e) Rollover Equity Arrangements. Advising on any rollover equity arrangements with continuing shareholders, management equity participants, or other investors of Cloudium who may retain or reinvest equity in the post-closing entity or its parent, including the drafting and negotiation of rollover agreements, subscription agreements, and related governance documents.
(f) Representation and Warranty Insurance. Advising on the procurement and negotiation of representation and warranty insurance policies in connection with the Transaction, including coordinating with insurance brokers and underwriters, reviewing policy terms and exclusions, and negotiating the allocation of coverage between the parties.
(g) Regulatory Filings. Preparing and filing required regulatory submissions and notifications, including a premerger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and advising on the timing and procedural requirements of the HSR review process. To the extent additional regulatory filings become necessary and are within the scope of this engagement (or are added pursuant to a supplemental engagement letter), the Firm will assist with such filings as well.
(h) Entity Formation and Corporate Governance. Preparing corporate governance documents, organizational documents, and entity formation filings for any acquisition vehicles, merger subsidiaries, holding companies, or other entities to be formed in connection with the Transaction, including certificates of incorporation, limited liability company agreements, limited partnership agreements, bylaws, resolutions, and related organizational documents.
(i) SEC and Securities Law Matters. Advising on U.S. Securities and Exchange Commission ("SEC") and federal and state securities law matters arising in connection with the Transaction, including, as applicable, the review and preparation of proxy statements, tender offer materials, Schedule 13D or 13E-3 filings, and any other filings required under the Securities Exchange Act of 1934, the Securities Act of 1933, or other applicable securities laws.
(j) Closing and Post-Closing Matters. Coordinating the closing mechanics of the Transaction, preparing closing checklists, closing certificates, officer's certificates, bring-down opinions, and other closing deliverables, and managing post-closing matters including, but not limited to, post-closing purchase price adjustments, escrow fund administration coordination, and the satisfaction or waiver of any post-closing covenants or conditions.
(k) Other Services. Providing such other legal services as may be reasonably required in connection with the Transaction and as may be requested by Solara from time to time.
2.2 Excluded Matters
The following matters are specifically excluded from the initial scope of this engagement. Should any of these workstreams become necessary or desirable as the Transaction develops, Calderwood & Harkness will issue supplemental engagement letters to address the scope, responsible specialists, and applicable fee arrangements for each such workstream:
(a) Antitrust and Competition Advice. Specialized antitrust and competition advisory services, including filings with the UK Competition and Markets Authority ("CMA"), review by the Committee on Foreign Investment in the United States ("CFIUS"), EU merger control notifications under Council Regulation (EC) No. 139/2004, and foreign investment screening under the laws of any applicable jurisdiction. We note that, given the cross-border nature of the Transaction and Cloudium's operations in multiple jurisdictions, antitrust and competition matters may need to be added to the scope of the engagement as the Transaction progresses. We will work with you to identify the appropriate timing and scope of any such supplemental engagement.
(b) Tax Structuring and Advisory Services. Specialized tax structuring and tax advisory services, including advice on the U.S. federal, state, and local tax consequences of the Transaction, cross-border tax planning, transfer pricing matters, and tax due diligence. The Firm's Tax Group is available to provide these services, and we anticipate that a supplemental engagement letter may be issued to formalize the engagement of our tax specialists if and when such services are requested.
(c) Litigation and Dispute Resolution. Any litigation, arbitration, mediation, or other dispute resolution proceedings arising out of or related to the Transaction, including any stockholder litigation, appraisal proceedings, or regulatory enforcement actions. In the event that any such matters arise, we will discuss with Solara the appropriate course of action and, if retained, issue a supplemental engagement letter addressing the scope and terms of any such representation.
We will keep you informed as the Transaction evolves regarding any additional workstreams that may need to be brought within the scope of our representation, and we will coordinate with you before engaging any additional specialists or expanding the engagement.
3. Responsible Attorneys
3.1 Responsible Partner
Harrison Wexford, Partner in the Firm's Mergers & Acquisitions Group, based in our New York office at 599 Lexington Avenue, New York, NY 10022, will serve as the Responsible Partner for this engagement. Harrison will have overall responsibility for the conduct of the engagement, including supervision of the deal team, strategic advice, and primary client contact. Harrison may be reached directly at:
Telephone: (212) 455-7124
Email: hwexford@calderwoodharkness.com
3.2 Billing Partner
Beatrice Holloway, Partner in the Firm's Mergers & Acquisitions Group, also based in our New York office, will serve as the Billing Partner for this engagement. Beatrice will be responsible for all billing, invoicing, and fee arrangement matters related to this engagement. Beatrice may be reached directly at:
Telephone: (212) 455-7218
Email: bholloway@calderwoodharkness.com
3.3 Additional Team Members
In addition to Harrison and Beatrice, other attorneys and legal professionals from the Firm may be assigned to the matter as the engagement requires. We anticipate that the deal team will include associates and specialists from our Mergers & Acquisitions, Tax, Antitrust & Competition, Finance, Capital Markets, Real Estate, intellectual Property, Employment, and other practice groups. The Firm will endeavor to staff the matter efficiently and cost-effectively, and we will keep Solara informed of the composition of the deal team as the engagement progresses.
Calderwood & Harkness maintains offices in New York (599 Lexington Avenue, New York, NY 10022), Washington, DC (1601 K Street NW, Suite 1200, Washington, DC 20006), and London (One Bartholomew Close, London EC1A 7BL, United Kingdom). Depending on the needs of the various workstreams — including, for example, regulatory filings in Washington, DC, and any UK-related matters arising in connection with Cloudium's incorporation under the laws of England and Wales — attorneys across these offices may be involved in the engagement.
4. Conflicts of Interest
4.1 Conflicts Review
Calderwood & Harkness has conducted a conflicts check as of the date of this letter in accordance with the Firm's standard conflicts clearance procedures. The Firm has reviewed its records for existing and prior relationships with Cloudium Technologies plc, its known directors and officers — including Jonathan Hargrove (Chief Executive Officer), Sienna Whitfield (Chief Financial Officer), Nadia Chowdhury (General Counsel), and Douglas Pemberton (Independent Board Chair) — as well as Pinnacle Growth Ventures LLC and its representative Evelyn Carmichael (a known significant shareholder of Cloudium), Ridgeway Phelps & Sato LLP (the anticipated legal counsel to Cloudium), and other known parties to the potential Transaction.
Based on this review, and as reflected in our internal Conflict Check Memorandum dated August 12, 2023, no disqualifying conflicts of interest have been identified as of the date hereof, and the Firm is able to proceed with this engagement.
4.2 Reservation of Rights
Notwithstanding the foregoing, Calderwood & Harkness is a large law firm with offices in multiple jurisdictions and a diverse client base. The Firm reserves the right to represent, and may currently represent or in the future undertake the representation of, other clients in matters that are unrelated to this Transaction but that may involve Cloudium Technologies plc, Pinnacle Growth Ventures LLC, or other parties to the Transaction, subject to the Firm's ethical obligations and the applicable rules of professional conduct, including the New York Rules of Professional Conduct. Such unrelated representations may include, without limitation, matters in which such parties are adverse to other clients of the Firm, provided that such matters do not involve the subject matter of this engagement and do not create a conflict that would impair the Firm's ability to represent Solara in connection with the Transaction.
4.3 Advance Waiver
To the extent permitted by Rule 1.7 and Rule 1.9 of the New York Rules of Professional Conduct and other applicable rules of professional conduct, Solara hereby consents in advance to Calderwood & Harkness's representation of other clients in matters unrelated to the Transaction that may be adverse to Solara, Cloudium, or other participants in the Transaction, provided that (i) such matters are not substantially related to the Transaction or to information the Firm has received from Solara in connection with this engagement, and (ii) such representations do not involve the assertion of a claim against Solara or the defense of a claim asserted by Solara. This advance waiver is intended to be broadly construed to the maximum extent permissible under applicable law and professional responsibility rules.
4.4 Supplemental Conflicts Checks
We request that Solara promptly advise Calderwood & Harkness of any additional parties that become involved in the Transaction — including, without limitation, potential co-investors, financing sources, regulatory counterparties, and any parties to material ancillary agreements — so that the Firm can conduct supplemental conflicts checks on a timely basis. We will likewise advise Solara promptly if any conflict or potential conflict arises during the course of the engagement.
5. Fees and Billing Arrangements
5.1 Basis of Fees
Calderwood & Harkness will charge for its services on the basis of time spent by attorneys and other legal professionals assigned to the matter, at the Firm's standard hourly rates in effect at the time services are rendered. The hourly rates of individual attorneys and legal professionals vary based on seniority, experience, and practice area specialization.
5.2 Current Hourly Rates
For your reference, the Firm's current standard hourly rates applicable to this engagement are as follows:
The rates set forth above are the Firm's standard rates as of the date of this letter and are subject to periodic adjustment, typically on an annual basis effective January 1 of each calendar year. The Firm will provide Solara with advance written notice of any changes to the applicable hourly rates. Unless Solara objects in writing within thirty (30) days of receiving such notice, the adjusted rates will apply to services rendered on or after the effective date of the adjustment.
5.3 Invoicing.  The Firm will issue monthly invoices for professional fees and disbursements incurred during the preceding calendar month. Each invoice will contain a reasonably detailed description of the services rendered, the identity of the timekeepers who performed the work, the hours expended, and the applicable hourly rates. Invoices are due and payable within thirty (30) days of the date of the invoice. Amounts not paid within thirty (30) days of the invoice date may, at the Firm's discretion, accrue interest at the rate of one percent (1.0%) per month (or the maximum rate permitted by law, whichever is less) from the date such amounts become due until paid in full.
5.4 Disbursements and Expenses
In addition to professional fees, Solara will be responsible for the reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses may include, without limitation:
(a) travel expenses (including airfare, ground transportation, hotel accommodations, and meals) incurred in connection with due diligence, negotiations, closings, or other meetings related to the Transaction;
(b) filing fees, including HSR Act filing fees and state or foreign regulatory filing fees;
(c) search fees, including UCC, lien, judgment, and intellectual property search fees;
(d) courier and delivery charges;
(e) document reproduction, printing, and binding costs;
(f) charges for electronic data room access, document management platforms, and related technology services; and
(g) expenses related to third-party vendors, consultants, or service providers engaged in connection with the Transaction, provided that the Firm will obtain Solara's prior approval before engaging any third-party vendor whose fees are expected to exceed $10,000 in the aggregate.
5.5 Outside Counsel Guidelines
If Solara maintains outside counsel guidelines or billing guidelines that are applicable to this engagement, we request that a copy of such guidelines be provided to us at your earliest convenience. The Firm will make reasonable efforts to comply with such guidelines, provided that in the event of any conflict between the terms of Solara's outside counsel guidelines and the terms of this Engagement Letter, the terms of this Engagement Letter shall control unless the Firm and Solara otherwise agree in writing.
6. Confidentiality
Calderwood & Harkness acknowledges its obligations, both ethical and contractual, to maintain the confidentiality of all non-public information received from or on behalf of Solara in connection with this engagement. The Firm will implement appropriate information barriers, access controls, and other confidentiality protocols as necessary to safeguard Solara's confidential information.
Confidential information received from Solara or generated in the course of this engagement will not be disclosed to any third party without Solara's prior written consent, except as may be required by applicable law, court order, or the rules of professional conduct governing the Firm's attorneys. In the event that the Firm receives a subpoena, court order, or other compulsory process seeking the disclosure of Solara's confidential information, the Firm will promptly notify Solara (to the extent legally permitted) and will cooperate with Solara in seeking any available protective measures.
We note that, in the ordinary course of this engagement, it may be necessary for the Firm to share certain confidential information with co-counsel, specialists, or third-party advisors retained in connection with the Transaction, including, for example, UK regulatory counsel, local counsel in India and Germany, representation and warranty insurance brokers and underwriters, and other professionals whose involvement is necessary for the effective conduct of the engagement. By executing this Engagement Letter, Solara consents to such sharing of confidential information, subject to appropriate confidentiality protections, including, where applicable, the execution of non-disclosure agreements or reliance on professional duties of confidentiality applicable to such third parties.
7. Document Retention
Calderwood & Harkness will retain client files and materials generated or received in connection with this engagement in accordance with the Firm's standard records retention policy. Under the Firm's current policy, client files are generally retained for a period of ten (10) years following the conclusion of the engagement, unless a longer retention period is required by applicable law or regulation.
At the conclusion of the engagement, the Firm will, upon Solara's written request, return original documents belonging to Solara. Copies of documents, work product, correspondence, and other files may be retained by the Firm in accordance with its retention schedule or disposed of at the Firm's discretion following the expiration of the applicable retention period. The Firm will provide Solara with reasonable advance notice before disposing of any client files at the conclusion of the retention period.
Electronic files will be maintained on the Firm's secure document management system for the duration of the applicable retention period. The Firm employs industry-standard security measures to protect the confidentiality and integrity of electronic files stored on its systems.
8. Limitation of Liability and Disclaimers
Calderwood & Harkness's liability in connection with this engagement shall be limited to the scope of the engagement as described in this Engagement Letter and any supplemental engagement letters executed by the parties. The Firm shall not be liable for any losses, damages, or liabilities arising from matters outside the scope of the engagement, from Solara's acts or omissions, or from the acts or omissions of third parties, including other advisors, counterparties, or governmental authorities.
The Firm's legal advice in connection with this engagement is limited to matters of U.S. federal law, the law of the State of New York, and the General Corporation Law of the State of Delaware (the "DGCL"), and such other jurisdictions as may be expressly agreed in writing between the Firm and Solara. The Firm does not opine on the laws of any foreign jurisdiction, including the laws of England and Wales, India, or Germany, unless separately and expressly agreed.
For matters involving UK law — including matters arising from Cloudium's incorporation under the laws of England and Wales, UK regulatory approvals, and UK employment and tax matters — the Firm may coordinate with UK-qualified counsel, including attorneys from the Firm's London office or local counsel such as Albright & Kerr LLP, London. Responsibility for the rendering of UK legal advice rests solely with appropriately qualified UK counsel, and Calderwood & Harkness shall not be liable for the advice or work product of such UK-qualified counsel.
The Firm's advice is based on the law as in effect at the time such advice is rendered and the facts and circumstances known to the Firm at that time. We undertake no obligation to update or supplement our advice in light of subsequent changes in the law or changes in facts or circumstances, except to the extent that we are then engaged to provide ongoing advice on the matter in question.
9. Termination of Engagement
Either Solara or Calderwood & Harkness may terminate this engagement at any time upon written notice to the other party. Termination by either party shall not relieve Solara of its obligation to pay all fees, disbursements, and expenses incurred by the Firm through the date of termination, and any outstanding invoices shall become due and payable upon termination.
Upon termination of this engagement, Calderwood & Harkness will take all steps reasonably necessary to protect Solara's interests, including the timely transfer of files, documents, and work product to successor counsel designated by Solara. The Firm will cooperate fully with Solara and any successor counsel in connection with the orderly transition of the matter.
The Firm's obligations of confidentiality and loyalty, as described in this Engagement Letter, shall survive the termination of this engagement and continue in full force and effect thereafter, in accordance with the applicable rules of professional conduct and the terms of this letter.
10. No Guarantee of Outcome
While Calderwood & Harkness will endeavor to provide the highest quality legal services in connection with this engagement, no assurance or guarantee is given or implied regarding the outcome of the Transaction or any particular legal matter. The successful completion of the proposed acquisition of Cloudium Technologies plc depends on numerous factors that are beyond the Firm's control, including, among others:
(a) the negotiation and agreement of commercial terms acceptable to both Solara and Cloudium;
(b) the receipt of all necessary regulatory approvals, including clearance under the HSR Act and any applicable foreign regulatory approvals;
(c) the approval of the Transaction by the board of directors and stockholders of Cloudium (and, if applicable, any required approvals from Solara's limited partners or advisory committee);
(d) the availability and closing of debt and equity financing on acceptable terms;
(e) general market conditions, economic factors, and industry developments; and
(f) the absence of any material adverse change in the business, operations, or financial condition of Cloudium prior to the closing.
Nothing in this Engagement Letter or in any advice provided by the Firm shall be construed as a guarantee or prediction of any particular result.
11. Agreement to Terms; Counterparts; Governing Law
11.1 Acceptance.  We ask that you indicate your agreement to the terms and conditions set forth in this Engagement Letter by signing and returning a copy of this letter to the undersigned at your earliest convenience. This Engagement Letter shall become effective upon execution by both parties.
11.2 Governing Law
This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflict of laws principles thereof.
11.3 Dispute Resolution
Any disputes arising out of or related to this engagement or this Engagement Letter shall be resolved exclusively in the courts of the State of New York located in the Borough of Manhattan, New York County, or the United States District Court for the Southern District of New York, and each party hereby consents to the personal jurisdiction and venue of such courts.
11.4 Counterparts.  This Engagement Letter may be executed in one or more counterparts, including by means of electronic signature (such as Brightwater Software or similar platforms), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
11.5 Entire Agreement
This Engagement Letter, together with any supplemental engagement letters executed by the parties and the Firm's standard terms of engagement (a copy of which is enclosed herewith), constitutes the entire agreement between Calderwood & Harkness and Solara with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, with respect to such subject matter.
12. Closing
We are genuinely enthusiastic about the opportunity to work with you and the Solara team on this significant transaction. The potential acquisition of Cloudium Technologies represents a compelling opportunity, and we are confident that Calderwood & Harkness is well-positioned to provide the legal counsel and support that Solara needs to execute this matter successfully.
Should you have any questions regarding this Engagement Letter or any aspect of the engagement, please do not hesitate to contact Harrison Wexford at (212) 455-7124 or hwexford@calderwoodharkness.com, or Beatrice Holloway at (212) 455-7218 or bholloway@calderwoodharkness.com. We look forward to your confirmation and to commencing work on this exciting matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Harrison Wexford
Title: Partner, Mergers & Acquisitions
Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
AGREED AND ACCEPTED
By executing below, the undersigned, on behalf of Solara Digital Infrastructure LP, acknowledges receipt of this Engagement Letter, confirms that the undersigned has the authority to execute this letter on behalf of Solara Digital Infrastructure LP, and agrees to the terms and conditions set forth herein.
SOLARA DIGITAL INFRASTRUCTURE LP
By its General Partner, Solara Digital GP LLC
By: ________
Name: Marcus Elliston
Title: Founder & Managing Partner
Date: ________
Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801
cc:
Priya Narasimhan, Co-Managing Partner & Chief Investment Officer, Solara Digital Infrastructure LP
Beatrice Holloway, Partner, Calderwood & Harkness LLP
Enclosures:
1.  Calderwood & Harkness LLP — Standard Terms of Engagement (August 2023 Edition)
2.  Matter Information Sheet — Please reference Matter No. 1041-00003 in all future correspondence, billing submissions, and communications related to this engagement.
Professional Category | Hourly Rate Range
Partners | $1,550 – $2,200
Senior Associates / Counsel | $1,100 – $1,500
Associates | $700 – $1,100
Legal Assistants / Paralegals | $350 – $550

PRIVILEGED & CONFIDENTIAL

VIA EMAIL AND HAND DELIVERY

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED

SOLARA DIGITAL INFRASTRUCTURE LP

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