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

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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, NY 10022 Tel: (212) 506-7000

Fax: (212) 506-7001

www.calderwoodharkness.com

November 20, 2023

Mr. Marcus Elliston Founder & Managing Partner

Ms. Priya Narasimhan Co-Managing Partner & Chief Investment Officer

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

Re: Supplemental Engagement Letter — Antitrust and Competition Matters Matter: Proposed Acquisition of Cloudium Technologies plc Matter No.: 1041-00003

Dear Marcus and Priya:

We are pleased to provide this supplemental engagement letter, which amends and expands the scope of our firm's representation of Solara Digital Infrastructure LP ("Solara" or the "Client") in connection with the proposed acquisition of Cloudium Technologies plc ("Cloudium" or the "Target"). The purpose of this letter is to set forth the terms on which Calderwood & Harkness LLP (the "Firm," "we," or "us") will provide antitrust and competition law advisory services in connection with the proposed transaction, including the addition of Elaine Forsythe as Specialist Partner for all antitrust and competition workstreams.

We look forward to working closely with you and your team as we navigate the regulatory landscape for this significant transaction.

I. Reference to Original Engagement

This supplemental engagement letter supplements, and should be read in conjunction with, the original engagement letter dated August 14, 2023 (the "Original Engagement Letter"), between Calderwood & Harkness LLP and Solara Digital Infrastructure LP, pursuant to which the Firm was retained to represent Solara in connection with the potential acquisition of Cloudium Technologies plc (Company No. 09734521), 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" (the "Proposed Transaction").

As set forth in the Original Engagement Letter, Harrison Wexford serves as the Responsible Partner for this engagement, and Beatrice Holloway serves as the Billing Partner. Those designations remain unchanged.

Since the execution of the Original Engagement Letter, the transaction has progressed to a stage at which it is appropriate and necessary to engage specialized antitrust and competition counsel to advise on the regulatory clearance process. Accordingly, this supplemental letter expands the scope of the Firm's representation to encompass all antitrust, competition, and related regulatory matters arising in connection with the Proposed Transaction, on the terms and conditions set forth herein.

All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Original Engagement Letter.

II. Expanded Scope of Representation

A. Overview of Additional Services

Calderwood & Harkness LLP will advise Solara, including Solara Digital Infrastructure Fund VI LP (the investing fund through which the acquisition will be consummated) and any acquisition vehicle, special purpose entity, or holding company formed by or on behalf of Solara for purposes of consummating the Proposed Transaction (collectively with Solara, the "Client Parties"), on all antitrust and competition law matters related to the proposed acquisition of Cloudium.

The expanded scope of the Firm's representation encompasses, without limitation, the following categories of services: (i) pre-merger notification filings in the United States and other applicable jurisdictions; (ii) the development and execution of an overall regulatory clearance strategy; (iii) substantive analysis of competitive effects in relevant product and geographic markets; (iv) coordination with foreign regulatory counsel; (v) preparation and submission of advocacy materials, white papers, economic analyses, and other filings before relevant governmental agencies; and (vi) representation of the Client Parties in proceedings, investigations, or reviews initiated by any antitrust or competition authority in connection with the Proposed Transaction.

The specific workstreams contemplated by this supplemental engagement are described in greater detail below.

B. HSR Act Compliance (United States)

The Firm will advise and represent the Client Parties in connection with all aspects of compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder by the Federal Trade Commission (the "FTC"). Our services in this regard will include:

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

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

3. Item 4(c) and 4(d) Document Identification and Production. Identification, review, and production of all documents responsive to Item 4(c) (documents analyzing the Proposed Transaction with respect to competition, competitors, markets, and potential for sales or revenue growth) and Item 4(d) (documents analyzing markets, market shares, competition, or competitors relating to any products or services that overlap between the filing parties) of the HSR Form. We will work closely with Solara's internal team to establish appropriate document collection protocols, custodian interviews, and review procedures.

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

5. Substantive Competitive Analysis. Substantive analysis of the competitive effects of the Proposed Transaction in the relevant markets, with a particular focus on cloud-based enterprise resource planning ("ERP") solutions, customer-relationship management ("CRM") platforms, and business-intelligence software-as-a-service ("SaaS") offerings. This analysis will include an assessment of horizontal overlaps between Solara's existing portfolio companies and Cloudium's product suite, vertical relationships, and any potential theories of competitive harm that the reviewing agency may advance.

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

7. Timing Agreements. Advice on, and negotiation of, timing agreements or other procedural arrangements with the reviewing agency, including pull-and-refile strategies should they become advisable in light of the transaction timeline.

C. UK Competition and Markets Authority (CMA) Merger Notification

Given that Cloudium Technologies plc is incorporated under the laws of England and Wales and maintains significant operations and revenue in the United Kingdom, the Proposed Transaction will be subject to review by the UK Competition and Markets Authority (the "CMA"). Our services in connection with CMA review will include:

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

2. Coordination with Albright & Kerr LLP. Coordination with, and strategic supervision of, Albright & Kerr LLP (5 New Street Square, London EC4A 3TW), which has been separately retained by Solara as buyer's UK regulatory counsel. Albright & Kerr LLP's engagement is led by Fiona McAllister, Lead Partner, UK Competition. Albright & Kerr LLP will serve as local filing counsel in the United Kingdom and will handle day-to-day CMA correspondence, responses to information requests, and procedural matters. However, all such activities will be conducted under the oversight and strategic direction of Calderwood & Harkness LLP, and specifically under the direction of Elaine Forsythe, as described in Section IV below.

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

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

5. Remedies and Undertakings in Lieu. Advice on potential remedies, undertakings in lieu of a Phase 2 reference ("UILs"), or conditions that may be proposed by the CMA or offered by the Client Parties, including analysis of the scope, feasibility, and commercial implications of any such remedies.

D. Other International Antitrust and Foreign Investment Filings

The Firm will assess whether merger control filings, foreign direct investment notifications, or related regulatory filings are required or advisable in jurisdictions beyond the United States and the United Kingdom. Our analysis will encompass, without limitation, the following:

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

2. Germany — Foreign Direct Investment Screening. Assessment of whether the Proposed Transaction triggers a foreign direct investment ("FDI") screening obligation under the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung, "AWV") with respect to Cloudium Solutions GmbH, a subsidiary of Cloudium Technologies plc organized under the laws of the Federal Republic of Germany and located in Berlin. This analysis will focus on whether Cloudium Solutions GmbH is engaged in activities that fall within the scope of the sector-specific or cross-sectoral review provisions of the AWV.

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

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

5. CFIUS Voluntary Notice Assessment. Analysis of whether Cloudium constitutes a "TID U.S. business" (i.e., a U.S. business involved in critical technologies, critical infrastructure, or the maintenance or collection of sensitive personal data of U.S. citizens) or holds "covered real estate" within the meaning of the regulations implementing the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA"), which would trigger a recommended or potentially mandatory filing with the Committee on Foreign Investment in the United States ("CFIUS"). We will assess the nature and extent of Cloudium's U.S. operations, government contracts, data handling practices, and physical locations to inform this analysis.

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

E. Regulatory Strategy and Advocacy

In addition to the jurisdiction-specific workstreams described above, the Firm will provide overarching strategic advice in connection with the regulatory clearance process, including:

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

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

(a) Outside date / long-stop date provisions, including the interaction between the regulatory clearance timeline and the contractual deadline for consummation of the Proposed Transaction;

(b) Regulatory efforts covenants, including the distinction between "hell-or-high-water" obligations (requiring the buyer to accept any remedy necessary to obtain clearance) and "reasonable best efforts" or "commercially reasonable efforts" standards, and the allocation of antitrust risk between the parties;

(c) Reverse termination fee and regulatory termination fee provisions, to the extent tied to the failure to obtain regulatory clearances; and

(d) Interim operating covenants and their interaction with antitrust regulatory requirements.

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

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

III. Staffing — Addition of Specialist Partner

Effective as of the date of this supplemental engagement letter, Elaine Forsythe, Partner, Antitrust & Competition, is added to the engagement team and will serve as the lead partner for all antitrust and competition workstreams described herein (the "Specialist Partner").

Ms. Forsythe is based in the Firm's Washington, DC office at 1601 K Street NW, Washington, DC 20006, and the Firm's London office at One Bartholomew Close, London EC1A 7BL. Her dual-office affiliation reflects her extensive experience in cross-border merger control matters involving U.S. and European regulatory authorities. A brief biography of Ms. Forsythe is enclosed as Attachment A to this letter.

In her capacity as Specialist Partner, Ms. Forsythe will coordinate with the following individuals:

• Harrison Wexford (Responsible Partner, Mergers & Acquisitions) and Beatrice Holloway (Billing Partner, Mergers & Acquisitions) at Calderwood & Harkness LLP, on the deal-level integration of antitrust and competition matters into the broader transaction workstreams, including the negotiation and drafting of regulatory-related provisions in the merger agreement and ancillary documentation;

• Fiona McAllister (Lead Partner, UK Competition) at Albright & Kerr LLP, on all matters relating to the CMA merger review process, as further described in Section IV below;

• Robert Tillman (Lead Antitrust Partner, Washington, DC) at Ridgeway Phelps & Sato LLP, who serves as antitrust counsel to the Target, Cloudium Technologies plc, as appropriate for joint filings, coordinated submissions, or other collaborative efforts in connection with antitrust regulatory proceedings (e.g., joint HSR timing agreement negotiations or coordinated advocacy before the CMA).

Additional associates and other professional staff (including economic consultants, paralegals, and e-discovery professionals) may be assigned to the antitrust workstreams as the engagement progresses. The Firm will notify the Client of any material additions to the engagement team in a timely manner.

IV. Coordination with Albright & Kerr LLP

Given the significance of the CMA review process to the overall regulatory clearance strategy, it is important to set forth the framework for coordination between Calderwood & Harkness LLP and Albright & Kerr LLP.

Albright & Kerr LLP has been separately retained by Solara as buyer's UK regulatory counsel for purposes of the CMA merger review process. The fees and expenses of Albright & Kerr LLP are not included in Calderwood & Harkness LLP's invoices and will be billed directly by Albright & Kerr LLP to Solara under a separate engagement arrangement between those parties.

Notwithstanding the separate nature of the Albright & Kerr LLP engagement, Calderwood & Harkness LLP will provide strategic oversight and direction to Albright & Kerr LLP on all CMA-related matters, ensuring that the UK regulatory workstream is fully integrated with the Firm's broader regulatory clearance strategy. To that end, all material submissions to the CMA — including the Merger Notice Form, response submissions to requests for information, issues papers, and remedies proposals — will be reviewed and approved by Elaine Forsythe prior to filing.

Any privileged or confidential information shared between Calderwood & Harkness LLP and Albright & Kerr LLP in the course of this engagement shall be subject to common-interest privilege protections. We recommend that a formal common-interest agreement be entered into between the Firm and Albright & Kerr LLP to memorialize these protections, and we are prepared to draft such an agreement for the Client's review and approval.

V. Billing and Fee Arrangements

The billing arrangements set forth in the Original Engagement Letter dated August 14, 2023, shall continue to apply to all services rendered under this supplemental engagement letter. No modifications to the fee structure are contemplated by this supplemental letter except as expressly noted below.

Billing Partner. Beatrice Holloway remains the Billing Partner for all matters under Matter No. 1041-00003, including the antitrust and competition workstream. All invoices — whether for M&A advisory services or antitrust and competition advisory services — will be issued under the same matter number and will be reviewed and approved by Ms. Holloway prior to distribution to the Client.

Hourly Rates. Time incurred by Elaine Forsythe and members of the antitrust and competition team will be billed at the Firm's standard hourly rates as previously communicated to the Client, subject to any fee arrangements, rate caps, or alternative fee structures agreed upon in the Original Engagement Letter. For the avoidance of doubt, the addition of Ms. Forsythe and the antitrust team does not alter or supersede any fee arrangements that may have been established in the Original Engagement Letter.

Government Filing Fees and Regulatory Disbursements. Government filing fees — including, without limitation, HSR Act filing fees (currently calculated based on the size of the transaction, with applicable fee tiers as set by the FTC), CMA merger notice fees, and any other regulatory filing fees required in connection with the Proposed Transaction — will be advanced by the Firm on behalf of the Client and reflected as disbursements on the Firm's monthly invoices, unless the Client elects to pay such fees directly at the Firm's direction. In view of the potentially significant amounts involved (particularly with respect to the HSR filing fee), we will notify the Client in advance of any filing fee payment and coordinate the logistics of payment.

Exclusion of Albright & Kerr LLP Fees. As noted in Section IV above, the fees and expenses of Albright & Kerr LLP are excluded from Calderwood & Harkness LLP's billing and will be invoiced separately by Albright & Kerr LLP directly to Solara. Calderwood & Harkness LLP assumes no responsibility for the fees, expenses, or billing practices of Albright & Kerr LLP.

VI. Confidentiality and Privilege

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

We note that the antitrust regulatory process may involve the sharing of sensitive commercial and competitive information with governmental agencies, including the FTC, the DOJ, the CMA, and potentially other regulatory bodies. To the extent that such disclosures are required or advisable, we will advise the Client on the availability of confidentiality protections, including requests for confidential treatment under applicable agency rules and procedures.

Common-interest arrangements with Albright & Kerr LLP and, where applicable, with the Target's antitrust counsel, Ridgeway Phelps & Sato LLP, on joint antitrust submissions or coordinated regulatory advocacy, shall be governed by separate common-interest agreements to be negotiated and executed as appropriate. We will ensure that any such common-interest arrangements are structured to preserve the attorney-client privilege and work product protections applicable to the Client's communications and materials.

VII. Terms and Conditions

All other terms and conditions of the Original Engagement Letter dated August 14, 2023, including, without limitation, provisions relating to:

• conflicts of interest and conflict waivers;

• limitation of liability;

• dispute resolution, including any arbitration or mediation provisions;

• termination of the engagement;

• document retention;

• data protection and information security; and

• governing law,

remain in full force and effect and are incorporated herein by reference as though fully set forth in this supplemental engagement letter.

This supplemental engagement letter is to be read in conjunction with, and as an extension of, the Original Engagement Letter. Together, the Original Engagement Letter and this supplemental engagement letter constitute the complete agreement between the Firm and the Client with respect to the matters described herein.

In the event of any inconsistency or conflict between this supplemental engagement letter and the Original Engagement Letter, the terms of this supplemental engagement letter shall govern with respect to all antitrust and competition matters within its scope. In all other respects, the Original Engagement Letter shall control.

VIII. Acknowledgment and Countersignature

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

We are excited to work with you on the antitrust and competition aspects of this transformative transaction and are confident that, together, we can navigate the regulatory process efficiently and effectively.

With best regards,

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED — CALDERWOOD & HARKNESS LLP:

By: ________

Name: Harrison Wexford

Title: Partner — Mergers & Acquisitions (Responsible Partner)

Date: ________

By: ________

Name: Elaine Forsythe

Title: Partner — Antitrust & Competition (Specialist Partner)

Date: ________

AGREED AND ACCEPTED — SOLARA DIGITAL INFRASTRUCTURE LP (by Solara Digital GP LLC, its general partner):

By: ________

Name: Marcus Elliston

Title: Founder & Managing Partner

Date: ________

IX. Enclosures

The following attachments are enclosed with this supplemental engagement letter:

Attachment A: Brief biography of Elaine Forsythe, Partner, Antitrust & Competition, Calderwood & Harkness LLP.

Attachment B: Summary of anticipated regulatory filings and estimated timeline, including:

Memoranda documenting jurisdictional conclusions for each filing identified as "subject to jurisdictional analysis" will be circulated to the Client upon completion of the Firm's analyses.

X. Copy Recipients

cc: Beatrice Holloway, Partner — Mergers & Acquisitions (Billing Partner), Calderwood & Harkness LLP

cc: Tiffany Rosenthal, Lead Associate — Mergers & Acquisitions, Calderwood & Harkness LLP

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

NY: 4821-7903-6542 v.2

Filing / Review	Jurisdiction	Anticipated Filing Date	Estimated Review Period
HSR Premerger Notification	United States (FTC/DOJ)	Early February 2024	30-day initial waiting period; Second Request possible
CMA Merger Notice	United Kingdom (CMA)	Mid-February 2024	Phase 1: approximately 40 working days
EU Merger Regulation	European Union (EC)	Subject to jurisdictional analysis	To be determined
FDI Screening (AWV)	Germany (BMWi)	Subject to jurisdictional analysis	To be determined
CCI Notification	India (CCI)	Subject to jurisdictional analysis	To be determined
FSR Notification	European Union (EC)	Subject to jurisdictional analysis	To be determined
CFIUS Voluntary Notice	United States (CFIUS)	Subject to jurisdictional analysis	To be determined

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP 599 Lexington Avenue New York, NY 10022 Tel: (212) 506-7000
Fax: (212) 506-7001
www.calderwoodharkness.com
November 20, 2023
Mr. Marcus Elliston Founder & Managing Partner
Ms. Priya Narasimhan Co-Managing Partner & Chief Investment Officer
Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801
Re: Supplemental Engagement Letter — Antitrust and Competition Matters Matter: Proposed Acquisition of Cloudium Technologies plc Matter No.: 1041-00003
Dear Marcus and Priya:
We are pleased to provide this supplemental engagement letter, which amends and expands the scope of our firm's representation of Solara Digital Infrastructure LP ("Solara" or the "Client") in connection with the proposed acquisition of Cloudium Technologies plc ("Cloudium" or the "Target"). The purpose of this letter is to set forth the terms on which Calderwood & Harkness LLP (the "Firm," "we," or "us") will provide antitrust and competition law advisory services in connection with the proposed transaction, including the addition of Elaine Forsythe as Specialist Partner for all antitrust and competition workstreams.
We look forward to working closely with you and your team as we navigate the regulatory landscape for this significant transaction.
I. Reference to Original Engagement
This supplemental engagement letter supplements, and should be read in conjunction with, the original engagement letter dated August 14, 2023 (the "Original Engagement Letter"), between Calderwood & Harkness LLP and Solara Digital Infrastructure LP, pursuant to which the Firm was retained to represent Solara in connection with the potential acquisition of Cloudium Technologies plc (Company No. 09734521), 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" (the "Proposed Transaction").
As set forth in the Original Engagement Letter, Harrison Wexford serves as the Responsible Partner for this engagement, and Beatrice Holloway serves as the Billing Partner. Those designations remain unchanged.
Since the execution of the Original Engagement Letter, the transaction has progressed to a stage at which it is appropriate and necessary to engage specialized antitrust and competition counsel to advise on the regulatory clearance process. Accordingly, this supplemental letter expands the scope of the Firm's representation to encompass all antitrust, competition, and related regulatory matters arising in connection with the Proposed Transaction, on the terms and conditions set forth herein.
All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Original Engagement Letter.
II. Expanded Scope of Representation
A. Overview of Additional Services
Calderwood & Harkness LLP will advise Solara, including Solara Digital Infrastructure Fund VI LP (the investing fund through which the acquisition will be consummated) and any acquisition vehicle, special purpose entity, or holding company formed by or on behalf of Solara for purposes of consummating the Proposed Transaction (collectively with Solara, the "Client Parties"), on all antitrust and competition law matters related to the proposed acquisition of Cloudium.
The expanded scope of the Firm's representation encompasses, without limitation, the following categories of services: (i) pre-merger notification filings in the United States and other applicable jurisdictions; (ii) the development and execution of an overall regulatory clearance strategy; (iii) substantive analysis of competitive effects in relevant product and geographic markets; (iv) coordination with foreign regulatory counsel; (v) preparation and submission of advocacy materials, white papers, economic analyses, and other filings before relevant governmental agencies; and (vi) representation of the Client Parties in proceedings, investigations, or reviews initiated by any antitrust or competition authority in connection with the Proposed Transaction.
The specific workstreams contemplated by this supplemental engagement are described in greater detail below.
B. HSR Act Compliance (United States)
The Firm will advise and represent the Client Parties in connection with all aspects of compliance with the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the rules and regulations promulgated thereunder by the Federal Trade Commission (the "FTC"). Our services in this regard will include:
1.  Reportability Analysis. Analysis of whether the Proposed Transaction is reportable under the HSR Act, including a detailed assessment of the applicable size-of-transaction threshold (currently $111.4 million, as adjusted for 2023) and, if applicable, the size-of-person thresholds. We will prepare a memorandum documenting our reportability conclusions for the Client's files.
2.  Preparation and Filing of HSR Notification. Preparation and filing of the Premerger Notification and Report Form (the "HSR Form") with the Premerger Notification Office of the FTC and the Antitrust Division of the U.S. Department of Justice (the "DOJ"). The HSR Form will be filed on behalf of the Client Parties as the acquiring person in the Proposed Transaction.
3.  Item 4(c) and 4(d) Document Identification and Production. Identification, review, and production of all documents responsive to Item 4(c) (documents analyzing the Proposed Transaction with respect to competition, competitors, markets, and potential for sales or revenue growth) and Item 4(d) (documents analyzing markets, market shares, competition, or competitors relating to any products or services that overlap between the filing parties) of the HSR Form. We will work closely with Solara's internal team to establish appropriate document collection protocols, custodian interviews, and review procedures.
4.  Waiting Period Management. Management of the initial thirty (30) calendar day waiting period following the filing of the HSR Form, including liaison with the assigned staff at the reviewing agency (whether the FTC or the DOJ). In the event that the reviewing agency issues a request for additional information and documentary material (a "Second Request"), we will advise the Client on the scope, strategy, and management of the Second Request compliance process, including negotiation of the terms and timing of compliance with agency staff.
5.  Substantive Competitive Analysis. Substantive analysis of the competitive effects of the Proposed Transaction in the relevant markets, with a particular focus on cloud-based enterprise resource planning ("ERP") solutions, customer-relationship management ("CRM") platforms, and business-intelligence software-as-a-service ("SaaS") offerings. This analysis will include an assessment of horizontal overlaps between Solara's existing portfolio companies and Cloudium's product suite, vertical relationships, and any potential theories of competitive harm that the reviewing agency may advance.
6.  White Papers and Supplemental Submissions. Preparation and submission of voluntary white papers, competitive analyses, economic presentations, or other supplemental materials to FTC or DOJ staff, as warranted by the circumstances of the review, to demonstrate the pro-competitive nature of the Proposed Transaction and to address any competitive concerns that may arise during the review process.
7.  Timing Agreements. Advice on, and negotiation of, timing agreements or other procedural arrangements with the reviewing agency, including pull-and-refile strategies should they become advisable in light of the transaction timeline.
C. UK Competition and Markets Authority (CMA) Merger Notification
Given that Cloudium Technologies plc is incorporated under the laws of England and Wales and maintains significant operations and revenue in the United Kingdom, the Proposed Transaction will be subject to review by the UK Competition and Markets Authority (the "CMA"). Our services in connection with CMA review will include:
1.  CMA Merger Notice Form. Preparation and submission of the CMA Merger Notice Form for the Proposed Transaction, including the compilation and analysis of all required information regarding the parties, the transaction structure, overlapping activities, relevant markets, and competitive conditions.
2.  Coordination with Albright & Kerr LLP. Coordination with, and strategic supervision of, Albright & Kerr LLP (5 New Street Square, London EC4A 3TW), which has been separately retained by Solara as buyer's UK regulatory counsel. Albright & Kerr LLP's engagement is led by Fiona McAllister, Lead Partner, UK Competition. Albright & Kerr LLP will serve as local filing counsel in the United Kingdom and will handle day-to-day CMA correspondence, responses to information requests, and procedural matters. However, all such activities will be conducted under the oversight and strategic direction of Calderwood & Harkness LLP, and specifically under the direction of Elaine Forsythe, as described in Section IV below.
3.  Substantive Competitive Analysis — UK Markets. Substantive analysis of the competitive effects of the Proposed Transaction in the United Kingdom, including a detailed assessment of overlapping product markets in the UK cloud ERP sector, relevant geographic market definitions, market share data, competitive dynamics, and potential theories of harm. This analysis will be developed in close collaboration with Albright & Kerr LLP and will inform the overall advocacy strategy before the CMA.
4.  Phase 1 and Phase 2 Proceedings. Preparation for, and advice in connection with, the CMA's Phase 1 review of the Proposed Transaction. In the event that the CMA refers the merger for a more detailed Phase 2 investigation, we will advise the Client on strategy, procedure, and substantive advocacy throughout the Phase 2 process, including any hearings, site visits, or other procedural steps.
5.  Remedies and Undertakings in Lieu. Advice on potential remedies, undertakings in lieu of a Phase 2 reference ("UILs"), or conditions that may be proposed by the CMA or offered by the Client Parties, including analysis of the scope, feasibility, and commercial implications of any such remedies.
D. Other International Antitrust and Foreign Investment Filings
The Firm will assess whether merger control filings, foreign direct investment notifications, or related regulatory filings are required or advisable in jurisdictions beyond the United States and the United Kingdom. Our analysis will encompass, without limitation, the following:
1.  European Union — EU Merger Regulation. Jurisdictional analysis under Council Regulation (EC) No 139/2004 (the "EU Merger Regulation") to determine whether the Proposed Transaction meets the applicable EU turnover thresholds (both the worldwide turnover threshold and the Community-wide turnover threshold). We will prepare a memorandum documenting our conclusions regarding EU merger control jurisdiction.
2.  Germany — Foreign Direct Investment Screening. Assessment of whether the Proposed Transaction triggers a foreign direct investment ("FDI") screening obligation under the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung, "AWV") with respect to Cloudium Solutions GmbH, a subsidiary of Cloudium Technologies plc organized under the laws of the Federal Republic of Germany and located in Berlin. This analysis will focus on whether Cloudium Solutions GmbH is engaged in activities that fall within the scope of the sector-specific or cross-sectoral review provisions of the AWV.
3.  India — Competition Commission of India. Assessment of whether the Proposed Transaction requires notification to the Competition Commission of India (the "CCI") under the Competition Act, 2002, with respect to the activities and turnover of Cloudium Technologies India Pvt. Ltd., a subsidiary of Cloudium Technologies plc organized under the laws of the Republic of India and located in Bangalore, Karnataka. We will analyze the applicable asset and turnover thresholds for CCI notification and the availability of any applicable exemptions.
4.  EU Foreign Subsidies Regulation (FSR). Assessment of whether the Proposed Transaction triggers a notification obligation under Regulation (EU) 2022/2560 on foreign subsidies distorting the internal market (the "Foreign Subsidies Regulation" or "FSR"), based on the aggregate financial contributions received by the Client Parties from non-EU governments or public entities within the applicable look-back period.
5.  CFIUS Voluntary Notice Assessment. Analysis of whether Cloudium constitutes a "TID U.S. business" (i.e., a U.S. business involved in critical technologies, critical infrastructure, or the maintenance or collection of sensitive personal data of U.S. citizens) or holds "covered real estate" within the meaning of the regulations implementing the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA"), which would trigger a recommended or potentially mandatory filing with the Committee on Foreign Investment in the United States ("CFIUS"). We will assess the nature and extent of Cloudium's U.S. operations, government contracts, data handling practices, and physical locations to inform this analysis.
6.  Jurisdictional Memoranda. Preparation of internal memoranda documenting the Firm's jurisdictional conclusions for each relevant jurisdiction identified in the course of our analysis. These memoranda will set forth the applicable legal framework, the relevant facts and threshold calculations, and our recommendation regarding whether a filing is required, advisable, or not necessary.
E. Regulatory Strategy and Advocacy
In addition to the jurisdiction-specific workstreams described above, the Firm will provide overarching strategic advice in connection with the regulatory clearance process, including:
1.  Overall Regulatory Clearance Strategy. Development and execution of a comprehensive regulatory clearance strategy across all relevant jurisdictions, with the objective of securing all necessary approvals and clearances within the timeline contemplated by the merger agreement. This strategy will take into account the interdependencies among the various filing jurisdictions, the sequencing of filings, and the potential for coordinated reviews among regulators.
2.  Coordination with the M&A Deal Team. Close coordination with the M&A deal team at Calderwood & Harkness LLP — including Harrison Wexford (Responsible Partner), Tiffany Rosenthal (Lead Associate), and Andrew Fitzpatrick (Senior Associate) — on all regulatory conditions precedent in the merger agreement, including:
(a) Outside date / long-stop date provisions, including the interaction between the regulatory clearance timeline and the contractual deadline for consummation of the Proposed Transaction;
(b) Regulatory efforts covenants, including the distinction between "hell-or-high-water" obligations (requiring the buyer to accept any remedy necessary to obtain clearance) and "reasonable best efforts" or "commercially reasonable efforts" standards, and the allocation of antitrust risk between the parties;
(c) Reverse termination fee and regulatory termination fee provisions, to the extent tied to the failure to obtain regulatory clearances; and
(d) Interim operating covenants and their interaction with antitrust regulatory requirements.
3.  Gun-Jumping Compliance. Advice on interim operating restrictions and gun-jumping compliance during the period between the signing and closing of the Proposed Transaction. This will include guidance on the limitations imposed by the HSR Act, the UK Enterprise Act 2002, the EU Merger Regulation (where applicable), and other relevant antitrust laws on the exchange of competitively sensitive information, coordination of business activities, and integration planning prior to the receipt of all required regulatory clearances.
4.  Agency Representation. Representation of the Client Parties before the FTC, the DOJ, the CMA, and any other antitrust, competition, or regulatory body as needed in connection with the Proposed Transaction, including attendance at meetings, calls, and hearings with agency staff and officials.
III. Staffing — Addition of Specialist Partner
Effective as of the date of this supplemental engagement letter, Elaine Forsythe, Partner, Antitrust & Competition, is added to the engagement team and will serve as the lead partner for all antitrust and competition workstreams described herein (the "Specialist Partner").
Ms. Forsythe is based in the Firm's Washington, DC office at 1601 K Street NW, Washington, DC 20006, and the Firm's London office at One Bartholomew Close, London EC1A 7BL. Her dual-office affiliation reflects her extensive experience in cross-border merger control matters involving U.S. and European regulatory authorities. A brief biography of Ms. Forsythe is enclosed as Attachment A to this letter.
In her capacity as Specialist Partner, Ms. Forsythe will coordinate with the following individuals:
•  Harrison Wexford (Responsible Partner, Mergers & Acquisitions) and Beatrice Holloway (Billing Partner, Mergers & Acquisitions) at Calderwood & Harkness LLP, on the deal-level integration of antitrust and competition matters into the broader transaction workstreams, including the negotiation and drafting of regulatory-related provisions in the merger agreement and ancillary documentation;
•  Fiona McAllister (Lead Partner, UK Competition) at Albright & Kerr LLP, on all matters relating to the CMA merger review process, as further described in Section IV below;
•  Robert Tillman (Lead Antitrust Partner, Washington, DC) at Ridgeway Phelps & Sato LLP, who serves as antitrust counsel to the Target, Cloudium Technologies plc, as appropriate for joint filings, coordinated submissions, or other collaborative efforts in connection with antitrust regulatory proceedings (e.g., joint HSR timing agreement negotiations or coordinated advocacy before the CMA).
Additional associates and other professional staff (including economic consultants, paralegals, and e-discovery professionals) may be assigned to the antitrust workstreams as the engagement progresses. The Firm will notify the Client of any material additions to the engagement team in a timely manner.
IV. Coordination with Albright & Kerr LLP
Given the significance of the CMA review process to the overall regulatory clearance strategy, it is important to set forth the framework for coordination between Calderwood & Harkness LLP and Albright & Kerr LLP.
Albright & Kerr LLP has been separately retained by Solara as buyer's UK regulatory counsel for purposes of the CMA merger review process. The fees and expenses of Albright & Kerr LLP are not included in Calderwood & Harkness LLP's invoices and will be billed directly by Albright & Kerr LLP to Solara under a separate engagement arrangement between those parties.
Notwithstanding the separate nature of the Albright & Kerr LLP engagement, Calderwood & Harkness LLP will provide strategic oversight and direction to Albright & Kerr LLP on all CMA-related matters, ensuring that the UK regulatory workstream is fully integrated with the Firm's broader regulatory clearance strategy. To that end, all material submissions to the CMA — including the Merger Notice Form, response submissions to requests for information, issues papers, and remedies proposals — will be reviewed and approved by Elaine Forsythe prior to filing.
Any privileged or confidential information shared between Calderwood & Harkness LLP and Albright & Kerr LLP in the course of this engagement shall be subject to common-interest privilege protections. We recommend that a formal common-interest agreement be entered into between the Firm and Albright & Kerr LLP to memorialize these protections, and we are prepared to draft such an agreement for the Client's review and approval.
V. Billing and Fee Arrangements
The billing arrangements set forth in the Original Engagement Letter dated August 14, 2023, shall continue to apply to all services rendered under this supplemental engagement letter. No modifications to the fee structure are contemplated by this supplemental letter except as expressly noted below.
Billing Partner. Beatrice Holloway remains the Billing Partner for all matters under Matter No. 1041-00003, including the antitrust and competition workstream. All invoices — whether for M&A advisory services or antitrust and competition advisory services — will be issued under the same matter number and will be reviewed and approved by Ms. Holloway prior to distribution to the Client.
Hourly Rates. Time incurred by Elaine Forsythe and members of the antitrust and competition team will be billed at the Firm's standard hourly rates as previously communicated to the Client, subject to any fee arrangements, rate caps, or alternative fee structures agreed upon in the Original Engagement Letter. For the avoidance of doubt, the addition of Ms. Forsythe and the antitrust team does not alter or supersede any fee arrangements that may have been established in the Original Engagement Letter.
Government Filing Fees and Regulatory Disbursements. Government filing fees — including, without limitation, HSR Act filing fees (currently calculated based on the size of the transaction, with applicable fee tiers as set by the FTC), CMA merger notice fees, and any other regulatory filing fees required in connection with the Proposed Transaction — will be advanced by the Firm on behalf of the Client and reflected as disbursements on the Firm's monthly invoices, unless the Client elects to pay such fees directly at the Firm's direction. In view of the potentially significant amounts involved (particularly with respect to the HSR filing fee), we will notify the Client in advance of any filing fee payment and coordinate the logistics of payment.
Exclusion of Albright & Kerr LLP Fees. As noted in Section IV above, the fees and expenses of Albright & Kerr LLP are excluded from Calderwood & Harkness LLP's billing and will be invoiced separately by Albright & Kerr LLP directly to Solara. Calderwood & Harkness LLP assumes no responsibility for the fees, expenses, or billing practices of Albright & Kerr LLP.
VI. Confidentiality and Privilege
All information provided to the Firm by or on behalf of the Client in connection with the expanded scope of representation described in this supplemental engagement letter is subject to the confidentiality and privilege provisions set forth in the Original Engagement Letter. Those provisions apply with equal force to information provided to, or generated by, the antitrust and competition team in the course of the workstreams described herein.
We note that the antitrust regulatory process may involve the sharing of sensitive commercial and competitive information with governmental agencies, including the FTC, the DOJ, the CMA, and potentially other regulatory bodies. To the extent that such disclosures are required or advisable, we will advise the Client on the availability of confidentiality protections, including requests for confidential treatment under applicable agency rules and procedures.
Common-interest arrangements with Albright & Kerr LLP and, where applicable, with the Target's antitrust counsel, Ridgeway Phelps & Sato LLP, on joint antitrust submissions or coordinated regulatory advocacy, shall be governed by separate common-interest agreements to be negotiated and executed as appropriate. We will ensure that any such common-interest arrangements are structured to preserve the attorney-client privilege and work product protections applicable to the Client's communications and materials.
VII. Terms and Conditions
All other terms and conditions of the Original Engagement Letter dated August 14, 2023, including, without limitation, provisions relating to:
•  conflicts of interest and conflict waivers;
•  limitation of liability;
•  dispute resolution, including any arbitration or mediation provisions;
•  termination of the engagement;
•  document retention;
•  data protection and information security; and
•  governing law,
remain in full force and effect and are incorporated herein by reference as though fully set forth in this supplemental engagement letter.
This supplemental engagement letter is to be read in conjunction with, and as an extension of, the Original Engagement Letter. Together, the Original Engagement Letter and this supplemental engagement letter constitute the complete agreement between the Firm and the Client with respect to the matters described herein.
In the event of any inconsistency or conflict between this supplemental engagement letter and the Original Engagement Letter, the terms of this supplemental engagement letter shall govern with respect to all antitrust and competition matters within its scope. In all other respects, the Original Engagement Letter shall control.
VIII. Acknowledgment and Countersignature
We would be grateful if you could confirm your agreement to the expanded scope of our representation, and to the terms set forth in this supplemental engagement letter, by signing and returning a copy of this letter to us at your earliest convenience. An executed copy may be returned by email to Harrison Wexford (hwexford@calderwoodharkness.com) or Elaine Forsythe (eforsythe@calderwoodharkness.com), with originals to follow by mail or courier.
We are excited to work with you on the antitrust and competition aspects of this transformative transaction and are confident that, together, we can navigate the regulatory process efficiently and effectively.
With best regards,
CALDERWOOD & HARKNESS LLP
AGREED AND ACCEPTED — CALDERWOOD & HARKNESS LLP:
By: ________
Name: Harrison Wexford
Title: Partner — Mergers & Acquisitions (Responsible Partner)
Date: ________
By: ________
Name: Elaine Forsythe
Title: Partner — Antitrust & Competition (Specialist Partner)
Date: ________
AGREED AND ACCEPTED — SOLARA DIGITAL INFRASTRUCTURE LP (by Solara Digital GP LLC, its general partner):
By: ________
Name: Marcus Elliston
Title: Founder & Managing Partner
Date: ________
IX. Enclosures
The following attachments are enclosed with this supplemental engagement letter:
Attachment A: Brief biography of Elaine Forsythe, Partner, Antitrust & Competition, Calderwood & Harkness LLP.
Attachment B: Summary of anticipated regulatory filings and estimated timeline, including:
Memoranda documenting jurisdictional conclusions for each filing identified as "subject to jurisdictional analysis" will be circulated to the Client upon completion of the Firm's analyses.
X. Copy Recipients
cc: Beatrice Holloway, Partner — Mergers & Acquisitions (Billing Partner), Calderwood & Harkness LLP
cc: Tiffany Rosenthal, Lead Associate — Mergers & Acquisitions, Calderwood & Harkness LLP
cc: Priya Narasimhan, Co-Managing Partner & Chief Investment Officer, Solara Digital Infrastructure LP
NY: 4821-7903-6542 v.2
Filing / Review | Jurisdiction | Anticipated Filing Date | Estimated Review Period
HSR Premerger Notification | United States (FTC/DOJ) | Early February 2024 | 30-day initial waiting period; Second Request possible
CMA Merger Notice | United Kingdom (CMA) | Mid-February 2024 | Phase 1: approximately 40 working days
EU Merger Regulation | European Union (EC) | Subject to jurisdictional analysis | To be determined
FDI Screening (AWV) | Germany (BMWi) | Subject to jurisdictional analysis | To be determined
CCI Notification | India (CCI) | Subject to jurisdictional analysis | To be determined
FSR Notification | European Union (EC) | Subject to jurisdictional analysis | To be determined
CFIUS Voluntary Notice | United States (CFIUS) | Subject to jurisdictional analysis | To be determined

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