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

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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Counselors at Law

599 Lexington Avenue New York, New York 10022

Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com

November 20, 2023

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

Attention: Marcus Elliston, Founder & Managing Partner

Priya Narasimhan, Co-Managing Partner & Chief Investment Officer

Re: Supplemental Engagement Letter — Tax Structuring and Advisory Services in Connection with the Proposed Acquisition of Cloudium Technologies plc Matter No. 1041-00003

Dear Mr. Elliston and Ms. Narasimhan:

We are writing to formalize the expansion of the scope of Calderwood & Harkness LLP's ("Calderwood & Harkness," the "Firm," "we," or "us") engagement with Solara Digital Infrastructure LP ("Solara" or the "Client") to include tax structuring, tax advisory, and tax-related transactional services in connection with the proposed acquisition of Cloudium Technologies plc ("Cloudium" or the "Target"), as more particularly described below. We appreciate the confidence you have placed in our Firm, and we look forward to continuing to serve as your counsel in this important transaction.

1. Reference to Original Engagement

This Supplemental Engagement Letter (this "Supplemental Letter") is issued pursuant to and supplements that certain Engagement Letter dated August 14, 2023 (the "Original Engagement Letter"), between Calderwood & Harkness LLP and Solara Digital Infrastructure LP, which established the scope of our Firm's representation of Solara in connection with the potential acquisition of 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," with its registered office and principal UK headquarters located at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its US headquarters located at 600 Townsend Street, Suite 800, San Francisco, California 94103 (the "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, both from the Firm's Mergers & Acquisitions practice group. Those designations remain unchanged, and the terms and conditions of the Original Engagement Letter continue in full force and effect except as specifically supplemented or modified herein.

We note that this Supplemental Letter is being issued concurrently with a separate Supplemental Engagement Letter of even date herewith expanding the scope of our representation to include antitrust and competition matters, under the leadership of Elaine Forsythe, Specialist Partner in the Firm's Antitrust & Competition practice group. Each supplemental letter addresses its respective subject-matter area independently, though we expect considerable coordination among the relevant practice teams throughout the course of the Transaction.

For context and reference, the Transaction as currently contemplated involves the acquisition of Cloudium by Solara Digital Infrastructure Fund VI LP ("Fund VI"), a Delaware limited partnership (EIN 87-4523190), through a reverse triangular merger in which Stratos Merger Sub Inc. ("Merger Sub"), a Delaware corporation to be formed as a wholly owned subsidiary of Fund VI, will merge with and into Cloudium, with Cloudium surviving as a wholly owned subsidiary of Fund VI. The anticipated aggregate deal value is approximately $6,800,000,000 (Six Billion Eight Hundred Million Dollars).

As additional context informing the tax structuring analysis, we note the following key financial metrics of the Target, which have been provided to us during the course of this engagement:

• Last twelve months ("LTM") revenue of approximately $1,620,000,000 for the fiscal year ended September 30, 2023;

• LTM EBITDA of approximately $405,000,000 for the fiscal year ended September 30, 2023; and

• Annual recurring revenue ("ARR") of approximately $1,740,000,000, as reported as of December 31, 2023.

These financial metrics are referenced solely for purposes of providing context to the tax structuring and advisory matters described in Section 2 below and do not constitute our independent verification of any financial information of the Target.

2. Expansion of Scope — Tax Structuring and Advisory

This Supplemental Letter expands the scope of Calderwood & Harkness LLP's representation of Solara to include comprehensive tax structuring, tax advisory, and tax-related transactional services in connection with the proposed acquisition of Cloudium. The expanded scope encompasses the specific areas set forth in Sections 2.1 through 2.8 below.

2.1 Transaction Structuring — Section 368 Analysis

We will conduct a thorough analysis of whether the reverse triangular merger structure contemplated for the Transaction may qualify, in whole or in part, as a tax-free reorganization under Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to those stockholders of Cloudium who will receive equity in the surviving entity in exchange for a portion of their Cloudium shares (the "Rollover Equity Participants").

The Rollover Equity Participants currently identified are as follows:

(a) Jonathan Hargrove, Chief Executive Officer of Cloudium, who holds approximately 4.2% of the outstanding shares of Cloudium common stock (approximately 7,736,400 shares), and who is expected to roll over approximately 50% of such shares into equity of the surviving entity, representing an estimated rollover value of approximately $142,814,544; and

(b) Pinnacle Growth Ventures LLC, a Delaware limited liability company, which holds approximately 11.6% of the outstanding shares of Cloudium common stock (approximately 21,367,200 shares), and which is expected to roll over approximately 60% of such shares into equity of the surviving entity, representing an estimated rollover value of approximately $473,241,408.

The total anticipated rollover equity is approximately $616,055,952. Our analysis will include a review of the continuity-of-interest requirements under Treasury Regulations Section 1.368-1(e), the substantially-all-of-the-assets requirement under Section 368(a)(2)(E)(i), and the step-transaction doctrine as applied to the merger and any related pre-closing or post-closing restructuring steps. We will also advise on the structuring and drafting of the rollover agreements and related transaction documents to preserve tax-free treatment for the Rollover Equity Participants where available and appropriate, including the allocation of merger consideration between cash and equity components.

2.2 Withholding Obligations on Merger Consideration

We will provide legal tax advice regarding the withholding obligations that may arise in connection with the payment of merger consideration to Cloudium's stockholders. This analysis will encompass the following:

(a) FIRPTA Analysis. Given that Cloudium is a UK-incorporated company with substantial US operations and a listing on the Nasdaq Global Select Market, we will analyze the application of the Foreign Investment in Real Property Tax Act ("FIRPTA") provisions under Sections 897 and 1445 of the Code. This analysis will include an assessment of whether Cloudium qualifies as a "United States real property holding corporation" within the meaning of Section 897(c)(2) and, if so, the withholding obligations that would be triggered upon the payment of merger consideration to foreign stockholders. We will also evaluate the potential applicability of any exemptions or reduced withholding rates under applicable income tax treaties, including the United States–United Kingdom Income Tax Convention.

(b) Backup Withholding. We will advise on the backup withholding requirements under Section 3406 of the Code that may apply to the payment of merger consideration to stockholders who fail to provide a valid taxpayer identification number or who are otherwise subject to backup withholding.

(c) Non-Resident Alien Withholding. We will analyze non-resident alien ("NRA") withholding considerations under Section 1441 et seq. of the Code with respect to any components of merger consideration that may be characterized as dividends, interest, or other fixed or determinable annual or periodical ("FDAP") income for US federal income tax purposes.

(d) Form W-9 and W-8BEN-E Collection. We will advise on and coordinate the collection of IRS Form W-9 (Request for Taxpayer Identification Number and Certification) from US persons and IRS Form W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting) from non-US entities among the Rollover Equity Participants and other significant stockholders, in coordination with the exchange agent and any paying agent retained for the Transaction.

2.3 UK Tax Implications

We will provide legal tax advice on the UK tax implications of the Transaction, including the following:

(a) Stamp Duty and Stamp Duty Reserve Tax. We will analyze the UK stamp duty and stamp duty reserve tax ("SDRT") implications arising from the acquisition of shares in Cloudium Technologies plc and the impact of the reverse triangular merger structure on such obligations. This analysis will also encompass the implications for Cloudium Technologies UK Ltd. (Company No. 11287456), a wholly owned subsidiary of Cloudium incorporated in England and Wales with its registered office at 45 Broadwick Street, London W1F 0DB. Cloudium Technologies UK Ltd. employs approximately 1,200 employees across its London and Manchester offices and reported revenue of approximately £312,000,000 (approximately $390,000,000 at an exchange rate of $1.25 per £1.00) for the fiscal year ended September 30, 2023.

(b) UK Capital Gains Tax. We will advise on the UK capital gains tax implications for Cloudium's UK-resident stockholders and for any deemed dispositions that may arise as a consequence of the reverse triangular merger, including the interaction between UK capital gains tax and the US federal income tax treatment of the Transaction.

(c) Transfer Pricing. We will review the transfer pricing considerations applicable to the existing intercompany arrangements between Cloudium plc and Cloudium Technologies UK Ltd., including the pricing of intercompany services, intellectual property licenses, and cost-sharing arrangements, with a view toward identifying any exposures or restructuring opportunities in connection with the Transaction.

We note that, as described in Section 5 below, we will coordinate with Albright & Kerr LLP on UK tax matters to the extent they intersect with UK regulatory counsel scope.

2.4 Cross-Border Tax Considerations

We will analyze the cross-border tax implications of the Transaction as they relate to Cloudium's international subsidiary structure, which includes the following material non-US and non-UK subsidiaries:

(a) Cloudium Technologies India Pvt. Ltd., a private limited company incorporated in Bangalore, Karnataka, India, which employs approximately 2,400 employees engaged primarily in research and development and customer support operations. We will analyze the Indian tax implications of the Transaction, including any capital gains tax or withholding tax obligations that may arise from the change of control of Cloudium, as well as the impact on existing intercompany arrangements and transfer pricing positions between Cloudium Technologies India Pvt. Ltd. and its UK and US parent entities.

(b) Cloudium Solutions GmbH, a Gesellschaft mit beschränkter Haftung incorporated in Berlin, Germany, which employs approximately 400 employees engaged in sales and customer success operations in the DACH region (Germany, Austria, and Switzerland). We will analyze the German tax implications of the Transaction, including trade tax (Gewerbesteuer), corporate income tax (Körperschaftsteuer), and solidarity surcharge (Solidaritätszuschlag) considerations. We note that Helix Data Systems GmbH, a key licensor to Cloudium Solutions GmbH, is headquartered in Frankfurt, Germany, and we will analyze the transfer pricing implications of the licensing arrangements between these entities.

In addition, we will review the transfer pricing implications of any post-closing restructuring of intercompany arrangements across the UK, India, and Germany, including any changes to the allocation of functions, assets, and risks among the various entities in the Cloudium group.

2.5 Purchase Price Allocation

We will advise on the allocation of the approximately $6,800,000,000 aggregate purchase price among asset classes in accordance with the framework established by Section 1060 of the Code and the applicable Treasury Regulations thereunder. The purchase price allocation analysis will be conducted in close coordination with Glenmore Thornton LLP, which has been separately retained by Solara as its accounting and tax advisor for the Transaction.

Our primary point of coordination at Glenmore Thornton LLP will be Richard Okamura, Lead Partner for Transaction Tax, and Vanessa Liu, Lead Partner for Financial Due Diligence. Glenmore Thornton LLP maintains offices at 30 Hudson Yards, New York, New York 10001 and 1 More London Place, London SE1 2AF, United Kingdom. Glenmore Thornton LLP will be responsible for the preparation of quantitative purchase price allocation models and supporting financial analyses, while Calderwood & Harkness LLP will provide legal advice on the tax consequences of various allocation methodologies and will review the purchase price allocation for consistency with applicable legal requirements, including the allocation of purchase price to goodwill, going-concern value, and identified intangible assets (including customer relationships, developed technology, trade names, and assembled workforce).

2.6 Deductibility of Transaction Costs

We will analyze the deductibility of estimated transaction expenses under Sections 263 and 195 of the Code. The estimated total transaction expenses for the proposed acquisition are approximately $185,000,000, encompassing the following categories of costs:

• Financial advisory fees;

• Legal fees and expenses (including fees of Calderwood & Harkness LLP and all other legal advisors);

• Financing fees and expenses (including fees payable to Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC);

• Representations and warranties insurance premiums;

• Regulatory filing fees and related expenses; and

• Proxy solicitation and related stockholder communication costs.

Our analysis will address the characterization of each category of costs as either (i) currently deductible, (ii) required to be capitalized as part of the cost of the acquired assets under Section 263, or (iii) subject to amortization as organizational or start-up expenditures under Section 195. We will also advise on the allocation of transaction costs between the acquiring entity and the target entity, as well as any success-based fee safe harbor elections that may be available under Revenue Procedure 2011-29.

2.7 Post-Closing Tax Integration

We will advise on post-closing tax integration matters, including the following:

(a) Intercompany Restructuring. We will provide legal tax advice on the potential post-closing restructuring of the Cloudium group's intercompany arrangements, including the migration of intellectual property from one or more foreign subsidiaries to a US entity, the restructuring of intercompany licensing and cost-sharing arrangements, and the rationalization of the group's legal entity structure.

(b) Transfer Pricing Adjustments and Documentation. We will advise on the transfer pricing adjustments that may be required as a consequence of the post-acquisition corporate restructuring, including the preparation and review of transfer pricing documentation sufficient to satisfy the requirements of Section 6662(e) of the Code and applicable foreign-jurisdiction transfer pricing regulations.

(c) Re-Domestication. We will analyze the tax implications of a potential re-domestication of Cloudium plc from a UK public limited company to a US corporation (e.g., conversion from plc to Inc.), including the application of Sections 367 and 1248 of the Code, the potential recognition of gain or income by Cloudium or its stockholders, and the impact on the group's overall effective tax rate.

2.8 Debt Financing Tax Matters

We will provide legal tax advice on the tax considerations arising from the committed debt financing for the Transaction, which is currently structured as follows:

(a) A $3,740,000,000 Term Loan B facility with a seven-year maturity, bearing interest at a rate of SOFR plus 325 basis points; and

(b) A $500,000,000 Revolving Credit Facility with a five-year maturity, bearing interest at a rate of SOFR plus 275 basis points.

Both facilities are being arranged by Meridian Atlantic Bank, N.A., as lead arranger and administrative agent, and Ironclad Capital Markets LLC, as co-arranger (collectively, the "Lender Group").

Our tax advisory services with respect to the debt financing will include the following:

(i) Interest Deductibility. Analysis of the deductibility of interest expense on the Term Loan B and the Revolving Credit Facility under Section 163(j) of the Code, including the application of the adjusted taxable income limitation and the carryforward of any disallowed business interest expense. We will also evaluate the potential impact of the anti-earnings-stripping rules and any applicable thin-capitalization limitations.

(ii) Original Issue discount. Analysis of original issue discount ("OID") that may arise if the Term Loan B or the Revolving Credit Facility is issued at a discount to par value, including the application of the de minimis OID rules and the accrual and deduction of OID under Sections 1271 through 1275 of the Code.

(iii) Debt Issuance Cost Amortization. Analysis of the amortization of debt issuance costs (including arrangement fees, commitment fees, and other upfront financing costs) over the term of the applicable facility under Section 461 of the Code and applicable Treasury Regulations.

3. Addition of Specialist Partner

Effective as of the date of this Supplemental Letter, Leonard Cross, Partner in the Tax practice of Calderwood & Harkness LLP, is hereby added to the engagement team for Matter No. 1041-00003 as the Specialist Partner for Tax. Leonard Cross will serve as the lead partner for all tax structuring and advisory workstreams described in Section 2 above.

In this capacity, Leonard Cross will coordinate with the following members of the engagement team and external advisors:

(a) Harrison Wexford (Responsible Partner, Mergers & Acquisitions) and Beatrice Holloway (Billing Partner, Mergers & Acquisitions), on overall transaction matters, deal strategy, and client communication;

(b) Tiffany Rosenthal (Lead Associate, Mergers & Acquisitions) and Andrew Fitzpatrick (Working Associate, Mergers & Acquisitions), on the integration of tax-related provisions into the merger agreement, disclosure schedules, rollover agreements, and other ancillary transaction documents;

(c) Elaine Forsythe (Specialist Partner, Antitrust & Competition), to the extent that regulatory and tax matters intersect, including any conditions or commitments arising from antitrust review that may have tax structuring implications; and

(d) Glenmore Thornton LLP (Richard Okamura, Lead Partner — Transaction Tax, and Vanessa Liu, Lead Partner — Financial Due Diligence), on financial due diligence findings, purchase price allocation methodology, and quantitative tax modeling.

Leonard Cross may, in his discretion, staff additional tax associates, counsel, or other professionals from the Firm's Tax practice to assist in the performance of the tax advisory services described herein. All such additional team members will be subject to the same billing arrangements, confidentiality obligations, and engagement terms as set forth in the Original Engagement Letter and this Supplemental Letter.

4. Billing Arrangements

All professional time incurred by Leonard Cross and any additional members of the tax advisory team in connection with the matters described in Section 2 will be billed under the existing Matter No. 1041-00003. Beatrice Holloway will remain the Billing Partner for the engagement, and all invoices will continue to be issued in accordance with the procedures set forth in the Original Engagement Letter.

The hourly rates applicable to Leonard Cross and any additional tax team members will be in accordance with the rate schedule set forth in the Original Engagement Letter dated August 14, 2023, as such rates may have been updated in accordance with the Firm's standard annual rate adjustment policy. Any changes to billing rates or billing arrangements that differ from those established in the Original Engagement Letter will be communicated to the Client in advance and in writing.

Consistent with the terms of the Original Engagement Letter, the Client will also be responsible for the reimbursement of reasonable out-of-pocket expenses incurred by the tax advisory team in connection with the performance of the services described herein, including travel expenses, filing fees, and similar disbursements.

5. Coordination with Third-Party Tax Advisors

Calderwood & Harkness LLP will coordinate the delivery of tax advice with the following third-party advisors that have been separately retained by Solara in connection with the Transaction:

Glenmore Thornton LLP. Glenmore Thornton LLP has been separately retained by Solara to provide transaction tax and financial due diligence services in connection with the proposed acquisition of Cloudium. Leonard Cross will serve as the primary point of coordination with Richard Okamura (Lead Partner, Transaction Tax) at Glenmore Thornton LLP. The respective scope delineation between Calderwood & Harkness LLP and Glenmore Thornton LLP is as follows:

(a) Calderwood & Harkness LLP will provide legal tax structuring advice, review and draft tax-related provisions of the merger agreement and ancillary transaction documents (including tax representations, warranties, covenants, and indemnification provisions), advise on the legal tax consequences of transaction structure alternatives, and render legal tax opinions as needed in connection with the Transaction.

(b) Glenmore Thornton LLP will prepare the financial due diligence report, develop and support quantitative purchase price allocation models, prepare accounting-related tax analyses (including deferred tax asset and liability calculations), and provide transaction tax advisory services from a financial and accounting perspective.

The foregoing scope delineation is intended to minimize duplication of effort while ensuring comprehensive coverage of tax-related matters. To the extent that any areas of overlap or ambiguity arise, Leonard Cross and Richard Okamura will confer to determine the appropriate allocation of responsibilities.

Albright & Kerr LLP. Calderwood & Harkness LLP will also coordinate with Albright & Kerr LLP (lead partner: Fiona McAllister; 5 New Street Square, London EC4A 3TW, United Kingdom) on UK tax matters to the extent they intersect with Albright & Kerr LLP's scope of engagement as UK regulatory counsel. This coordination will be directed by Leonard Cross on behalf of Calderwood & Harkness LLP and will focus on ensuring consistency between the US and UK tax structuring advice and the regulatory requirements applicable to the Transaction in the United Kingdom.

6. Confidentiality and Privilege

All tax advice rendered by Calderwood & Harkness LLP under this Supplemental Letter, including any memoranda, analyses, opinions, and other work product prepared in connection with the tax structuring and advisory services described in Section 2, is and shall remain subject to the confidentiality and attorney-client privilege provisions set forth in the Original Engagement Letter. Without limiting the generality of the foregoing, all tax structuring memoranda, draft and final tax opinions, Section 368 analyses, and related work product prepared by Leonard Cross or any member of the Firm's tax advisory team constitute privileged attorney-client communications and attorney work product protected from disclosure under applicable law, including the attorney-client privilege, the work-product doctrine, and Section 7525 of the Code (to the extent applicable).

The Client and the Firm acknowledge that the maintenance of these privileges requires that the substance of tax advice and related communications not be disclosed to third parties without prior consultation with the Firm, except to the extent that such disclosure is made to agents or advisors of the Client (including Glenmore Thornton LLP and Albright & Kerr LLP) under circumstances reasonably expected to preserve the applicable privilege, or as otherwise contemplated by the Original Engagement Letter.

7. Conflicts

Reference is made to the Conflict Check Memorandum dated August 12, 2023, which was prepared in connection with the Original Engagement Letter and which cleared the engagement after a comprehensive review of the Firm's client and matter database. We have conducted an additional review in connection with the expansion of our engagement scope to include tax advisory services under this Supplemental Letter, including a review of the client relationships and matter histories of Leonard Cross and the members of the Firm's Tax practice group who may be staffed on this engagement.

Based on this additional review, no conflicts of interest have been identified in connection with the expansion of scope to tax advisory services as described herein. Calderwood & Harkness LLP acknowledges its ongoing obligation to monitor for potential conflicts of interest throughout the duration of this engagement. In the event that a conflict or potential conflict is identified at any time, the Firm will promptly notify the Client and work cooperatively with the Client to address the matter in accordance with the applicable rules of professional conduct.

8. Limitations

This Supplemental Letter covers only the tax structuring, tax advisory, and tax-related transactional matters described in Section 2 herein, in each case solely in connection with the proposed acquisition of Cloudium Technologies plc. Calderwood & Harkness LLP does not serve, and shall not be deemed to serve, as Solara's general tax advisor or as tax counsel to Solara, Fund VI, or any of their affiliates with respect to any matters unrelated to the Transaction, unless and until a separate engagement letter is executed with respect to such matters.

The Firm does not provide, and this Supplemental Letter does not cover, accounting, auditing, or financial advisory services. To the extent that accounting or auditing expertise is required in connection with the tax matters described herein, such services will be provided by Glenmore Thornton LLP or such other accounting firm as Solara may designate.

All tax advice provided under this Supplemental Letter is based on the provisions of the Code, applicable Treasury Regulations, judicial and administrative interpretations, and the tax laws of other relevant jurisdictions, in each case as in effect on the date such advice is rendered. Tax laws are subject to change, potentially with retroactive effect, and Calderwood & Harkness LLP does not undertake any obligation to update or supplement its tax advice to reflect changes in law occurring after the date on which such advice is rendered, except to the extent that such changes materially affect advice previously provided with respect to a pending matter and the engagement remains active at such time.

9. Governing Terms

Except as specifically supplemented or modified by this Supplemental Letter, all terms and conditions of the Original Engagement Letter dated August 14, 2023, remain in full force and effect and are incorporated herein by reference as though set forth in their entirety. This includes, without limitation, the provisions of the Original Engagement Letter relating to the scope of representation, fee arrangements, expense reimbursement, indemnification, limitation of liability, dispute resolution, document retention, and termination of the engagement.

In the event of any conflict or inconsistency between the terms of this Supplemental Letter and the terms of the Original Engagement Letter, the terms of this Supplemental Letter shall govern and control solely with respect to the tax structuring, tax advisory, and tax-related transactional matters described herein. With respect to all other matters, the Original Engagement Letter shall continue to govern.

This Supplemental Letter, together with the Original Engagement Letter and the separate Supplemental Engagement Letter for Antitrust and Competition matters of even date herewith, constitutes the entire agreement between Calderwood & Harkness LLP and Solara with respect to the engagement described herein.

10. Acceptance

If the foregoing accurately reflects your understanding and agreement with respect to the expanded scope of our engagement, please indicate your acceptance by signing and returning a copy of this Supplemental Letter in the space provided below. We are pleased to be of continued service to Solara in this important transaction and look forward to working with you and your team.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Harrison Wexford

Title: Partner — Mergers & Acquisitions

(Responsible Partner)

Date: ________

By: ________

Name: Leonard Cross

Title: Partner — Tax

(Specialist Partner)

Date: ________

ACKNOWLEDGED AND AGREED:

SOLARA DIGITAL INFRASTRUCTURE LP

By: Solara Digital GP LLC, its General Partner

By: ________

Name: Marcus Elliston

Title: Founder & Managing Partner

Date: ________

Enclosures: None

cc: Beatrice Holloway, Partner — Mergers & Acquisitions (Billing Partner), Calderwood & Harkness LLP Tiffany Rosenthal, Lead Associate — Mergers & Acquisitions, Calderwood & Harkness LLP Priya Narasimhan, Co-Managing Partner & Chief Investment Officer, Solara Digital Infrastructure LP

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Counselors at Law
599 Lexington Avenue New York, New York 10022
Telephone: (212) 554-7000 Facsimile: (212) 554-7001 www.calderwoodharkness.com
November 20, 2023
Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, Delaware 19801
Attention: Marcus Elliston, Founder & Managing Partner
Priya Narasimhan, Co-Managing Partner & Chief Investment Officer
Re: Supplemental Engagement Letter — Tax Structuring and Advisory Services in Connection with the Proposed Acquisition of Cloudium Technologies plc Matter No. 1041-00003
Dear Mr. Elliston and Ms. Narasimhan:
We are writing to formalize the expansion of the scope of Calderwood & Harkness LLP's ("Calderwood & Harkness," the "Firm," "we," or "us") engagement with Solara Digital Infrastructure LP ("Solara" or the "Client") to include tax structuring, tax advisory, and tax-related transactional services in connection with the proposed acquisition of Cloudium Technologies plc ("Cloudium" or the "Target"), as more particularly described below. We appreciate the confidence you have placed in our Firm, and we look forward to continuing to serve as your counsel in this important transaction.
1. Reference to Original Engagement
This Supplemental Engagement Letter (this "Supplemental Letter") is issued pursuant to and supplements that certain Engagement Letter dated August 14, 2023 (the "Original Engagement Letter"), between Calderwood & Harkness LLP and Solara Digital Infrastructure LP, which established the scope of our Firm's representation of Solara in connection with the potential acquisition of 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," with its registered office and principal UK headquarters located at 45 Broadwick Street, London W1F 0DB, United Kingdom, and its US headquarters located at 600 Townsend Street, Suite 800, San Francisco, California 94103 (the "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, both from the Firm's Mergers & Acquisitions practice group. Those designations remain unchanged, and the terms and conditions of the Original Engagement Letter continue in full force and effect except as specifically supplemented or modified herein.
We note that this Supplemental Letter is being issued concurrently with a separate Supplemental Engagement Letter of even date herewith expanding the scope of our representation to include antitrust and competition matters, under the leadership of Elaine Forsythe, Specialist Partner in the Firm's Antitrust & Competition practice group. Each supplemental letter addresses its respective subject-matter area independently, though we expect considerable coordination among the relevant practice teams throughout the course of the Transaction.
For context and reference, the Transaction as currently contemplated involves the acquisition of Cloudium by Solara Digital Infrastructure Fund VI LP ("Fund VI"), a Delaware limited partnership (EIN 87-4523190), through a reverse triangular merger in which Stratos Merger Sub Inc. ("Merger Sub"), a Delaware corporation to be formed as a wholly owned subsidiary of Fund VI, will merge with and into Cloudium, with Cloudium surviving as a wholly owned subsidiary of Fund VI. The anticipated aggregate deal value is approximately $6,800,000,000 (Six Billion Eight Hundred Million Dollars).
As additional context informing the tax structuring analysis, we note the following key financial metrics of the Target, which have been provided to us during the course of this engagement:
•  Last twelve months ("LTM") revenue of approximately $1,620,000,000 for the fiscal year ended September 30, 2023;
•  LTM EBITDA of approximately $405,000,000 for the fiscal year ended September 30, 2023; and
•  Annual recurring revenue ("ARR") of approximately $1,740,000,000, as reported as of December 31, 2023.
These financial metrics are referenced solely for purposes of providing context to the tax structuring and advisory matters described in Section 2 below and do not constitute our independent verification of any financial information of the Target.
2. Expansion of Scope — Tax Structuring and Advisory
This Supplemental Letter expands the scope of Calderwood & Harkness LLP's representation of Solara to include comprehensive tax structuring, tax advisory, and tax-related transactional services in connection with the proposed acquisition of Cloudium. The expanded scope encompasses the specific areas set forth in Sections 2.1 through 2.8 below.
2.1 Transaction Structuring — Section 368 Analysis
We will conduct a thorough analysis of whether the reverse triangular merger structure contemplated for the Transaction may qualify, in whole or in part, as a tax-free reorganization under Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended (the "Code"), with respect to those stockholders of Cloudium who will receive equity in the surviving entity in exchange for a portion of their Cloudium shares (the "Rollover Equity Participants").
The Rollover Equity Participants currently identified are as follows:
(a) Jonathan Hargrove, Chief Executive Officer of Cloudium, who holds approximately 4.2% of the outstanding shares of Cloudium common stock (approximately 7,736,400 shares), and who is expected to roll over approximately 50% of such shares into equity of the surviving entity, representing an estimated rollover value of approximately $142,814,544; and
(b) Pinnacle Growth Ventures LLC, a Delaware limited liability company, which holds approximately 11.6% of the outstanding shares of Cloudium common stock (approximately 21,367,200 shares), and which is expected to roll over approximately 60% of such shares into equity of the surviving entity, representing an estimated rollover value of approximately $473,241,408.
The total anticipated rollover equity is approximately $616,055,952. Our analysis will include a review of the continuity-of-interest requirements under Treasury Regulations Section 1.368-1(e), the substantially-all-of-the-assets requirement under Section 368(a)(2)(E)(i), and the step-transaction doctrine as applied to the merger and any related pre-closing or post-closing restructuring steps. We will also advise on the structuring and drafting of the rollover agreements and related transaction documents to preserve tax-free treatment for the Rollover Equity Participants where available and appropriate, including the allocation of merger consideration between cash and equity components.
2.2 Withholding Obligations on Merger Consideration
We will provide legal tax advice regarding the withholding obligations that may arise in connection with the payment of merger consideration to Cloudium's stockholders. This analysis will encompass the following:
(a) FIRPTA Analysis. Given that Cloudium is a UK-incorporated company with substantial US operations and a listing on the Nasdaq Global Select Market, we will analyze the application of the Foreign Investment in Real Property Tax Act ("FIRPTA") provisions under Sections 897 and 1445 of the Code. This analysis will include an assessment of whether Cloudium qualifies as a "United States real property holding corporation" within the meaning of Section 897(c)(2) and, if so, the withholding obligations that would be triggered upon the payment of merger consideration to foreign stockholders. We will also evaluate the potential applicability of any exemptions or reduced withholding rates under applicable income tax treaties, including the United States–United Kingdom Income Tax Convention.
(b) Backup Withholding. We will advise on the backup withholding requirements under Section 3406 of the Code that may apply to the payment of merger consideration to stockholders who fail to provide a valid taxpayer identification number or who are otherwise subject to backup withholding.
(c) Non-Resident Alien Withholding. We will analyze non-resident alien ("NRA") withholding considerations under Section 1441 et seq. of the Code with respect to any components of merger consideration that may be characterized as dividends, interest, or other fixed or determinable annual or periodical ("FDAP") income for US federal income tax purposes.
(d) Form W-9 and W-8BEN-E Collection. We will advise on and coordinate the collection of IRS Form W-9 (Request for Taxpayer Identification Number and Certification) from US persons and IRS Form W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting) from non-US entities among the Rollover Equity Participants and other significant stockholders, in coordination with the exchange agent and any paying agent retained for the Transaction.
2.3 UK Tax Implications
We will provide legal tax advice on the UK tax implications of the Transaction, including the following:
(a) Stamp Duty and Stamp Duty Reserve Tax. We will analyze the UK stamp duty and stamp duty reserve tax ("SDRT") implications arising from the acquisition of shares in Cloudium Technologies plc and the impact of the reverse triangular merger structure on such obligations. This analysis will also encompass the implications for Cloudium Technologies UK Ltd. (Company No. 11287456), a wholly owned subsidiary of Cloudium incorporated in England and Wales with its registered office at 45 Broadwick Street, London W1F 0DB. Cloudium Technologies UK Ltd. employs approximately 1,200 employees across its London and Manchester offices and reported revenue of approximately £312,000,000 (approximately $390,000,000 at an exchange rate of $1.25 per £1.00) for the fiscal year ended September 30, 2023.
(b) UK Capital Gains Tax. We will advise on the UK capital gains tax implications for Cloudium's UK-resident stockholders and for any deemed dispositions that may arise as a consequence of the reverse triangular merger, including the interaction between UK capital gains tax and the US federal income tax treatment of the Transaction.
(c) Transfer Pricing. We will review the transfer pricing considerations applicable to the existing intercompany arrangements between Cloudium plc and Cloudium Technologies UK Ltd., including the pricing of intercompany services, intellectual property licenses, and cost-sharing arrangements, with a view toward identifying any exposures or restructuring opportunities in connection with the Transaction.
We note that, as described in Section 5 below, we will coordinate with Albright & Kerr LLP on UK tax matters to the extent they intersect with UK regulatory counsel scope.
2.4 Cross-Border Tax Considerations
We will analyze the cross-border tax implications of the Transaction as they relate to Cloudium's international subsidiary structure, which includes the following material non-US and non-UK subsidiaries:
(a) Cloudium Technologies India Pvt. Ltd., a private limited company incorporated in Bangalore, Karnataka, India, which employs approximately 2,400 employees engaged primarily in research and development and customer support operations. We will analyze the Indian tax implications of the Transaction, including any capital gains tax or withholding tax obligations that may arise from the change of control of Cloudium, as well as the impact on existing intercompany arrangements and transfer pricing positions between Cloudium Technologies India Pvt. Ltd. and its UK and US parent entities.
(b) Cloudium Solutions GmbH, a Gesellschaft mit beschränkter Haftung incorporated in Berlin, Germany, which employs approximately 400 employees engaged in sales and customer success operations in the DACH region (Germany, Austria, and Switzerland). We will analyze the German tax implications of the Transaction, including trade tax (Gewerbesteuer), corporate income tax (Körperschaftsteuer), and solidarity surcharge (Solidaritätszuschlag) considerations. We note that Helix Data Systems GmbH, a key licensor to Cloudium Solutions GmbH, is headquartered in Frankfurt, Germany, and we will analyze the transfer pricing implications of the licensing arrangements between these entities.
In addition, we will review the transfer pricing implications of any post-closing restructuring of intercompany arrangements across the UK, India, and Germany, including any changes to the allocation of functions, assets, and risks among the various entities in the Cloudium group.
2.5 Purchase Price Allocation
We will advise on the allocation of the approximately $6,800,000,000 aggregate purchase price among asset classes in accordance with the framework established by Section 1060 of the Code and the applicable Treasury Regulations thereunder. The purchase price allocation analysis will be conducted in close coordination with Glenmore Thornton LLP, which has been separately retained by Solara as its accounting and tax advisor for the Transaction.
Our primary point of coordination at Glenmore Thornton LLP will be Richard Okamura, Lead Partner for Transaction Tax, and Vanessa Liu, Lead Partner for Financial Due Diligence. Glenmore Thornton LLP maintains offices at 30 Hudson Yards, New York, New York 10001 and 1 More London Place, London SE1 2AF, United Kingdom. Glenmore Thornton LLP will be responsible for the preparation of quantitative purchase price allocation models and supporting financial analyses, while Calderwood & Harkness LLP will provide legal advice on the tax consequences of various allocation methodologies and will review the purchase price allocation for consistency with applicable legal requirements, including the allocation of purchase price to goodwill, going-concern value, and identified intangible assets (including customer relationships, developed technology, trade names, and assembled workforce).
2.6 Deductibility of Transaction Costs
We will analyze the deductibility of estimated transaction expenses under Sections 263 and 195 of the Code. The estimated total transaction expenses for the proposed acquisition are approximately $185,000,000, encompassing the following categories of costs:
•  Financial advisory fees;
•  Legal fees and expenses (including fees of Calderwood & Harkness LLP and all other legal advisors);
•  Financing fees and expenses (including fees payable to Meridian Atlantic Bank, N.A. and Ironclad Capital Markets LLC);
•  Representations and warranties insurance premiums;
•  Regulatory filing fees and related expenses; and
•  Proxy solicitation and related stockholder communication costs.
Our analysis will address the characterization of each category of costs as either (i) currently deductible, (ii) required to be capitalized as part of the cost of the acquired assets under Section 263, or (iii) subject to amortization as organizational or start-up expenditures under Section 195. We will also advise on the allocation of transaction costs between the acquiring entity and the target entity, as well as any success-based fee safe harbor elections that may be available under Revenue Procedure 2011-29.
2.7 Post-Closing Tax Integration
We will advise on post-closing tax integration matters, including the following:
(a) Intercompany Restructuring. We will provide legal tax advice on the potential post-closing restructuring of the Cloudium group's intercompany arrangements, including the migration of intellectual property from one or more foreign subsidiaries to a US entity, the restructuring of intercompany licensing and cost-sharing arrangements, and the rationalization of the group's legal entity structure.
(b) Transfer Pricing Adjustments and Documentation. We will advise on the transfer pricing adjustments that may be required as a consequence of the post-acquisition corporate restructuring, including the preparation and review of transfer pricing documentation sufficient to satisfy the requirements of Section 6662(e) of the Code and applicable foreign-jurisdiction transfer pricing regulations.
(c) Re-Domestication. We will analyze the tax implications of a potential re-domestication of Cloudium plc from a UK public limited company to a US corporation (e.g., conversion from plc to Inc.), including the application of Sections 367 and 1248 of the Code, the potential recognition of gain or income by Cloudium or its stockholders, and the impact on the group's overall effective tax rate.
2.8 Debt Financing Tax Matters
We will provide legal tax advice on the tax considerations arising from the committed debt financing for the Transaction, which is currently structured as follows:
(a) A $3,740,000,000 Term Loan B facility with a seven-year maturity, bearing interest at a rate of SOFR plus 325 basis points; and
(b) A $500,000,000 Revolving Credit Facility with a five-year maturity, bearing interest at a rate of SOFR plus 275 basis points.
Both facilities are being arranged by Meridian Atlantic Bank, N.A., as lead arranger and administrative agent, and Ironclad Capital Markets LLC, as co-arranger (collectively, the "Lender Group").
Our tax advisory services with respect to the debt financing will include the following:
(i) Interest Deductibility. Analysis of the deductibility of interest expense on the Term Loan B and the Revolving Credit Facility under Section 163(j) of the Code, including the application of the adjusted taxable income limitation and the carryforward of any disallowed business interest expense. We will also evaluate the potential impact of the anti-earnings-stripping rules and any applicable thin-capitalization limitations.
(ii) Original Issue discount. Analysis of original issue discount ("OID") that may arise if the Term Loan B or the Revolving Credit Facility is issued at a discount to par value, including the application of the de minimis OID rules and the accrual and deduction of OID under Sections 1271 through 1275 of the Code.
(iii) Debt Issuance Cost Amortization. Analysis of the amortization of debt issuance costs (including arrangement fees, commitment fees, and other upfront financing costs) over the term of the applicable facility under Section 461 of the Code and applicable Treasury Regulations.
3. Addition of Specialist Partner
Effective as of the date of this Supplemental Letter, Leonard Cross, Partner in the Tax practice of Calderwood & Harkness LLP, is hereby added to the engagement team for Matter No. 1041-00003 as the Specialist Partner for Tax. Leonard Cross will serve as the lead partner for all tax structuring and advisory workstreams described in Section 2 above.
In this capacity, Leonard Cross will coordinate with the following members of the engagement team and external advisors:
(a) Harrison Wexford (Responsible Partner, Mergers & Acquisitions) and Beatrice Holloway (Billing Partner, Mergers & Acquisitions), on overall transaction matters, deal strategy, and client communication;
(b) Tiffany Rosenthal (Lead Associate, Mergers & Acquisitions) and Andrew Fitzpatrick (Working Associate, Mergers & Acquisitions), on the integration of tax-related provisions into the merger agreement, disclosure schedules, rollover agreements, and other ancillary transaction documents;
(c) Elaine Forsythe (Specialist Partner, Antitrust & Competition), to the extent that regulatory and tax matters intersect, including any conditions or commitments arising from antitrust review that may have tax structuring implications; and
(d) Glenmore Thornton LLP (Richard Okamura, Lead Partner — Transaction Tax, and Vanessa Liu, Lead Partner — Financial Due Diligence), on financial due diligence findings, purchase price allocation methodology, and quantitative tax modeling.
Leonard Cross may, in his discretion, staff additional tax associates, counsel, or other professionals from the Firm's Tax practice to assist in the performance of the tax advisory services described herein. All such additional team members will be subject to the same billing arrangements, confidentiality obligations, and engagement terms as set forth in the Original Engagement Letter and this Supplemental Letter.
4. Billing Arrangements
All professional time incurred by Leonard Cross and any additional members of the tax advisory team in connection with the matters described in Section 2 will be billed under the existing Matter No. 1041-00003. Beatrice Holloway will remain the Billing Partner for the engagement, and all invoices will continue to be issued in accordance with the procedures set forth in the Original Engagement Letter.
The hourly rates applicable to Leonard Cross and any additional tax team members will be in accordance with the rate schedule set forth in the Original Engagement Letter dated August 14, 2023, as such rates may have been updated in accordance with the Firm's standard annual rate adjustment policy. Any changes to billing rates or billing arrangements that differ from those established in the Original Engagement Letter will be communicated to the Client in advance and in writing.
Consistent with the terms of the Original Engagement Letter, the Client will also be responsible for the reimbursement of reasonable out-of-pocket expenses incurred by the tax advisory team in connection with the performance of the services described herein, including travel expenses, filing fees, and similar disbursements.
5. Coordination with Third-Party Tax Advisors
Calderwood & Harkness LLP will coordinate the delivery of tax advice with the following third-party advisors that have been separately retained by Solara in connection with the Transaction:
Glenmore Thornton LLP. Glenmore Thornton LLP has been separately retained by Solara to provide transaction tax and financial due diligence services in connection with the proposed acquisition of Cloudium. Leonard Cross will serve as the primary point of coordination with Richard Okamura (Lead Partner, Transaction Tax) at Glenmore Thornton LLP. The respective scope delineation between Calderwood & Harkness LLP and Glenmore Thornton LLP is as follows:
(a) Calderwood & Harkness LLP will provide legal tax structuring advice, review and draft tax-related provisions of the merger agreement and ancillary transaction documents (including tax representations, warranties, covenants, and indemnification provisions), advise on the legal tax consequences of transaction structure alternatives, and render legal tax opinions as needed in connection with the Transaction.
(b) Glenmore Thornton LLP will prepare the financial due diligence report, develop and support quantitative purchase price allocation models, prepare accounting-related tax analyses (including deferred tax asset and liability calculations), and provide transaction tax advisory services from a financial and accounting perspective.
The foregoing scope delineation is intended to minimize duplication of effort while ensuring comprehensive coverage of tax-related matters. To the extent that any areas of overlap or ambiguity arise, Leonard Cross and Richard Okamura will confer to determine the appropriate allocation of responsibilities.
Albright & Kerr LLP. Calderwood & Harkness LLP will also coordinate with Albright & Kerr LLP (lead partner: Fiona McAllister; 5 New Street Square, London EC4A 3TW, United Kingdom) on UK tax matters to the extent they intersect with Albright & Kerr LLP's scope of engagement as UK regulatory counsel. This coordination will be directed by Leonard Cross on behalf of Calderwood & Harkness LLP and will focus on ensuring consistency between the US and UK tax structuring advice and the regulatory requirements applicable to the Transaction in the United Kingdom.
6. Confidentiality and Privilege
All tax advice rendered by Calderwood & Harkness LLP under this Supplemental Letter, including any memoranda, analyses, opinions, and other work product prepared in connection with the tax structuring and advisory services described in Section 2, is and shall remain subject to the confidentiality and attorney-client privilege provisions set forth in the Original Engagement Letter. Without limiting the generality of the foregoing, all tax structuring memoranda, draft and final tax opinions, Section 368 analyses, and related work product prepared by Leonard Cross or any member of the Firm's tax advisory team constitute privileged attorney-client communications and attorney work product protected from disclosure under applicable law, including the attorney-client privilege, the work-product doctrine, and Section 7525 of the Code (to the extent applicable).
The Client and the Firm acknowledge that the maintenance of these privileges requires that the substance of tax advice and related communications not be disclosed to third parties without prior consultation with the Firm, except to the extent that such disclosure is made to agents or advisors of the Client (including Glenmore Thornton LLP and Albright & Kerr LLP) under circumstances reasonably expected to preserve the applicable privilege, or as otherwise contemplated by the Original Engagement Letter.
7. Conflicts
Reference is made to the Conflict Check Memorandum dated August 12, 2023, which was prepared in connection with the Original Engagement Letter and which cleared the engagement after a comprehensive review of the Firm's client and matter database. We have conducted an additional review in connection with the expansion of our engagement scope to include tax advisory services under this Supplemental Letter, including a review of the client relationships and matter histories of Leonard Cross and the members of the Firm's Tax practice group who may be staffed on this engagement.
Based on this additional review, no conflicts of interest have been identified in connection with the expansion of scope to tax advisory services as described herein. Calderwood & Harkness LLP acknowledges its ongoing obligation to monitor for potential conflicts of interest throughout the duration of this engagement. In the event that a conflict or potential conflict is identified at any time, the Firm will promptly notify the Client and work cooperatively with the Client to address the matter in accordance with the applicable rules of professional conduct.
8. Limitations
This Supplemental Letter covers only the tax structuring, tax advisory, and tax-related transactional matters described in Section 2 herein, in each case solely in connection with the proposed acquisition of Cloudium Technologies plc. Calderwood & Harkness LLP does not serve, and shall not be deemed to serve, as Solara's general tax advisor or as tax counsel to Solara, Fund VI, or any of their affiliates with respect to any matters unrelated to the Transaction, unless and until a separate engagement letter is executed with respect to such matters.
The Firm does not provide, and this Supplemental Letter does not cover, accounting, auditing, or financial advisory services. To the extent that accounting or auditing expertise is required in connection with the tax matters described herein, such services will be provided by Glenmore Thornton LLP or such other accounting firm as Solara may designate.
All tax advice provided under this Supplemental Letter is based on the provisions of the Code, applicable Treasury Regulations, judicial and administrative interpretations, and the tax laws of other relevant jurisdictions, in each case as in effect on the date such advice is rendered. Tax laws are subject to change, potentially with retroactive effect, and Calderwood & Harkness LLP does not undertake any obligation to update or supplement its tax advice to reflect changes in law occurring after the date on which such advice is rendered, except to the extent that such changes materially affect advice previously provided with respect to a pending matter and the engagement remains active at such time.
9. Governing Terms
Except as specifically supplemented or modified by this Supplemental Letter, all terms and conditions of the Original Engagement Letter dated August 14, 2023, remain in full force and effect and are incorporated herein by reference as though set forth in their entirety. This includes, without limitation, the provisions of the Original Engagement Letter relating to the scope of representation, fee arrangements, expense reimbursement, indemnification, limitation of liability, dispute resolution, document retention, and termination of the engagement.
In the event of any conflict or inconsistency between the terms of this Supplemental Letter and the terms of the Original Engagement Letter, the terms of this Supplemental Letter shall govern and control solely with respect to the tax structuring, tax advisory, and tax-related transactional matters described herein. With respect to all other matters, the Original Engagement Letter shall continue to govern.
This Supplemental Letter, together with the Original Engagement Letter and the separate Supplemental Engagement Letter for Antitrust and Competition matters of even date herewith, constitutes the entire agreement between Calderwood & Harkness LLP and Solara with respect to the engagement described herein.
10. Acceptance
If the foregoing accurately reflects your understanding and agreement with respect to the expanded scope of our engagement, please indicate your acceptance by signing and returning a copy of this Supplemental Letter in the space provided below. We are pleased to be of continued service to Solara in this important transaction and look forward to working with you and your team.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Harrison Wexford
Title: Partner — Mergers & Acquisitions
(Responsible Partner)
Date: ________
By: ________
Name: Leonard Cross
Title: Partner — Tax
(Specialist Partner)
Date: ________
ACKNOWLEDGED AND AGREED:
SOLARA DIGITAL INFRASTRUCTURE LP
By: Solara Digital GP LLC, its General Partner
By: ________
Name: Marcus Elliston
Title: Founder & Managing Partner
Date: ________
Enclosures: None
cc: Beatrice Holloway, Partner — Mergers & Acquisitions (Billing Partner), Calderwood & Harkness LLP Tiffany Rosenthal, Lead Associate — Mergers & Acquisitions, Calderwood & Harkness LLP Priya Narasimhan, Co-Managing Partner & Chief Investment Officer, Solara Digital Infrastructure LP

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

SOLARA DIGITAL INFRASTRUCTURE LP

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