Contract analysis

1. Current **organizational charts** showing the full structure of all six existing fund vehicles: - Solara Digital Partners Fund IV LP (Delaware) - Solara Digital Partners Fund IV-A (Cayman) LP - Solara Digital Partners Fund IV-B (Luxembourg) SCSp - Solara Digital Partners Fund V LP (Delaware) - Solara Digital Partners Fund V-A (Cayman) LP - Solara Digital Partners Fund V-B (Luxembourg) SCSp Charts should depict the

1. Executed **limited partnership agreements (LPAs)** for all six fund vehicles, including all amendments and side letters. 2. **GP operating agreements** for Solara GP, Solara Offshore GP Ltd., and Solara Luxembourg Management S.à r.l.

3. Any **co-investment or parallel investment agreements** among the fund vehicles. **(c) Tax Returns and K-1 Schedules**

1. U.S. federal income tax returns (**Forms 1065** or equivalent) for the three most recent tax years for each of the six fund vehicles.

2. All **Schedules K-1** issued to limited partners for the same periods.

3. Any **Forms 8865** (Return of U.S. Persons With Respect to Certain Foreign Partnerships) filed with respect to Fund IV-A Cayman, Fund IV-B Lux, Fund V-A Cayman, and Fund V-B Lux.

4. Any **Forms 8832** (Entity Classification Elections) previously filed for any of the existing entities.

5. Any prior **Forms 8804/8805** related to IRC § 1446 withholding. **(d) Financial Statements and Tax Basis Records**

1. Audited **annual financial statements** for each fund vehicle for the three most recent fiscal years (we understand these were prepared by **Caldwell Pierce & Co. LLP** — Helen Okamoto — and we will coordinate with that firm separately as noted below). 2. **Tax-basis balance sheets** for each fund vehicle as of the most recent available date. 3. **Capital account records** (both book and tax) for each partner/LP i

4. Detail of the **remedial allocation method** elections under Treas. Reg. § 1.704-3(d) currently in place for contributed properties.

5. NAV reports from **Clarendon Fund Services Ltd.** for all offshore vehicles. **(e) Portfolio Company Holdings — Detailed Information**

1. Complete schedule of all **23 portfolio company interests** held across all six fund vehicles (11 in Fund IV vehicles, 12 in Fund V vehicles), including for each: - Legal name, entity type, and jurisdiction - Owning fund vehicle(s) and percentage ownership - **Fair market value** (current estimate, to be refined by Redstone Advisory Group LLC appraisals) - **Adjusted tax basis** - **Built-in gain or loss** - Date

2. We request specific detail for the following representative holdings, which we anticipate will be featured prominently in the PLR request: - **NovaBright Data Systems Inc.** — Delaware corporation; data center operator; FMV $890M, basis $520M; held 60% by Fund IV-A Cayman, 40% by Fund IV LP - **Crestline Cloud Solutions LLC** — Delaware LLC, disregarded entity owned by Fund IV-B Lux; SaaS platform; FMV €340M / $36

3. Please note that the aggregate figures we will be working to confirm are: total FMV of **$7.75 billion**, total adjusted tax basis of **$6.03 billion**, and total built-in gain of **$1.72 billion**. **(f) Liability Information**

1. Schedule of all **portfolio-level liabilities** assumed or allocable to each fund vehicle, including terms, lenders, and outstanding balances (aggregate expected to be approximately $1.34 billion).

2. Existing **IRC § 752 liability allocation** schedules as reflected on the most recent tax returns.

3. Copies of the **subscription credit facility agreements** with Ashford National Bank, N.A.: - Fund IV: $1.1 billion revolving credit facility - Fund V: $1.5 billion revolving credit facility (Ashford National Bank as co-lender, Sentinel Capital Markets LLC as administrative agent)

4. Any existing consent or amendment provisions in the credit agreements relating to structural changes, change of control, or assignment. **(g) Investor / LP Information**

1. Complete **investor roster** for each of the six fund vehicles, with committed capital amounts, investor type (U.S. taxable, U.S. tax-exempt, non-U.S.), and domicile.

2. Specifically, please confirm commitments for the following representative LPs: - Pinnacle State Employees' Retirement System: $275M (Fund IV), $340M (Fund V) - Grandview University Endowment: $120M (Fund IV), $185M (Fund V) - Nordhaven Sovereign Wealth Fund: $380M (Fund IV-A Cayman), $500M (Fund V-A Cayman) - Kestrel Pacific Insurance Group: €200M (Fund IV-B Lux), €275M (Fund V-B Lux) - Argyle Family Office Holdin

3. LPAC membership lists and governing provisions.

4. Documentation of the **April 22, 2025 LPAC meeting** and the 78% in interest preliminary consent obtained. **(h) Insurance**

1. Current **D&O / E&O policy** with Hawkstone Specialty Insurance Co. ($50 million aggregate limit), including the schedule of covered entities. **(i) Prior IRS Correspondence and Rulings**

1. Any prior **private letter rulings**, determination letters, or other IRS correspondence relating to any of the Solara fund entities.

2. Any **closing agreements** or examination history. **6. Coordination with Third Parties** Calderwood & Harkness will be coordinating with the following third parties in connection with this engagement: - **Caldwell Pierce & Co. LLP** (Helen Okamoto) — for financial data and tax compliance records. We will transmit a separate formal data request letter to Caldwell Pierce shortly. - **Redstone Advisory Group LLC** (