Contract analysis

I. Purpose and Summary of Clearance This memorandum documents the results of the firm's conflicts clearance process undertaken in connection with the proposed engagement of Calderwood & Harkness LLP by Solara Digital Infrastructure LP ("Solara" or "SDILP") to prepare and submit a private letter ruling ("PLR") request to the Internal Revenue Service (the "IRS"). The purpose of this memorandum is to provide a comprehen

II. Engagement Description Client: Solara Digital Infrastructure LP, a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, DE 19801. Solara is a private equity fund sponsor focused on digital infrastructure investments, including data centers, cloud computing platforms, edge computing networks, fiber-optic infrastructure, and software-as-a-service ("SaaS") holding companies. As o

III. Entities Searched The following is a comprehensive list of all entities and individuals for which conflicts searches were conducted. Searches were organized into six categories: (A) Client Entities, (B) Key Portfolio Companies, (C) Key Personnel of Client, (D) Counterparty / Adverse Counsel, (E) Key Investors / Limited Partners (Representative), and (F) Third-Party Service Providers and Advisors. A full conflict

1. Solara Digital Infrastructure LP (EIN: 82-4917366) — Delaware limited partnership; the client and primary sponsor entity; AUM of approximately $14.7 billion as of March 31, 2025. Search variants included: "Solara," "SDILP," "Solara Digital," "Solara Digital Infrastructure," "Solara Digital Infra," and "Solara DI LP."

2. Solara Digital Infrastructure GP LLC (EIN: 82-4917365) — Delaware limited liability company; general partner of SDILP and the existing fund vehicles; registered agent: Capitol Registered Agents Inc., 850 New Burton Road, Suite 201, Dover, DE 19904. Search variants included: "Solara GP," "SDILP GP," "Solara Digital Infrastructure GP," and "Solara GP LLC."

3. Solara Digital Partners Fund IV LP (EIN: 85-2103748) — Delaware limited partnership; $4.2 billion fund (vintage 2021); approximately 72% deployed as of the date of this memorandum. Search variants included: "Solara Fund IV," "SDP Fund IV," "Solara Digital Partners IV," and "Fund IV LP."

4. Solara Digital Partners Fund IV-A (Cayman) LP (EIN: 98-6241503; CIMA registration MF-72491) — Cayman Islands exempted limited partnership; $1.85 billion parallel fund for non-U.S. and U.S. tax-exempt investors; registered office: Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111. Search variants included: "Fund IV-A Cayman," "Solara Fund IV-A," "SDP Fund IV-A

5. Solara Digital Partners Fund IV-B (Luxembourg) SCSp (EIN: 98-6241571; RCS B 248193) — Luxembourg special limited partnership (société en commandite spéciale); €1.15 billion (approximately $1.24 billion at 1.08 EUR/USD); registered office: 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg. Search variants included: "Fund IV-B Lux," "Solara Fund IV-B Luxembourg," "SDP Fund IV-B SCSp," and "Solara Lux Fund IV-B."

6. Solara Offshore GP Ltd. — Cayman Islands exempted company; general partner of Fund IV-A Cayman and Fund V-A Cayman. Search variants included: "Solara Offshore GP," "Solara Cayman GP," and "Solara Offshore GP Limited."

7. Solara Luxembourg Management S.à r.l. (RCS B 248194) — Luxembourg société à responsabilité limitée; general partner of Fund IV-B Lux and Fund V-B Lux. Search variants included: "Solara Lux Management," "Solara Luxembourg Mgmt," "Solara Lux GP," and "Solara Luxembourg Management SARL."

8. Solara Digital Partners Fund V LP (EIN: 88-3467219) — Delaware limited partnership; $5.6 billion fund (vintage 2023); approximately 38% deployed as of the date of this memorandum. Search variants included: "Solara Fund V," "SDP Fund V," "Solara Digital Partners V," and "Fund V LP."

9. Solara Digital Partners Fund V-A (Cayman) LP (EIN: 98-7891234; CIMA registration MF-89103) — Cayman Islands exempted limited partnership; $2.45 billion; registered office: Harborstone Corporate Services Ltd., George Town, Grand Cayman. Search variants included: "Fund V-A Cayman," "Solara Fund V-A," "SDP Fund V-A Cayman," and "Solara Cayman Fund V-A."

10. Solara Digital Partners Fund V-B (Luxembourg) SCSp (EIN: 98-7891267; RCS B 271056) — Luxembourg SCSp; €1.38 billion (approximately $1.49 billion at 1.08 EUR/USD); registered office: 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg. Search variants included: "Fund V-B Lux," "Solara Fund V-B Luxembourg," "SDP Fund V-B SCSp," and "Solara Lux Fund V-B."

11. Solara Consolidated Master Fund LP — Delaware limited partnership (to be formed); proposed master fund vehicle. Search variants included: "Solara Master Fund," "SCMF LP," "Solara Consolidated Master," and "Consolidated Master Fund LP."

12. Solara Consolidated Master Fund GP LLC — Delaware limited liability company (to be formed); proposed general partner of the Consolidated Master Fund. Search variants included: "SCMF GP," "Solara Master Fund GP," and "Consolidated Master Fund GP."

13. Solara International Feeder (Cayman) LP — Cayman Islands exempted limited partnership (to be formed); proposed feeder vehicle for non-U.S. investors. Search variants included: "Solara International Feeder," "Solara Cayman Feeder," and "SIFC LP."

14. Solara Tax-Exempt Feeder (Cayman) LP — Cayman Islands exempted limited partnership (to be formed); proposed feeder vehicle for U.S. tax-exempt investors. Search variants included: "Solara Tax-Exempt Feeder," "Solara TE Feeder," and "STEFC LP." B. Key Portfolio Companies Searches were also conducted for the following representative portfolio company entities whose interests are being transferred as part of the pro

15. NovaBright Data Systems Inc. — Delaware corporation; data center operator; fair market value ("FMV") $890 million; held by Fund IV-A Cayman (60%) and Fund IV LP (40%). Search variants included: "NovaBright," "NovaBright Data," "NovaBright Data Systems," and "NBDS Inc."

16. Crestline Cloud Solutions LLC — Delaware limited liability company (disregarded entity for federal income tax purposes); SaaS platform; FMV €340 million ($367 million); held by Fund IV-B Lux (100%). Search variants included: "Crestline Cloud," "Crestline," "CCS LLC," and "Crestline Cloud Solutions."

17. Veridian Edge Computing Corp. — Delaware corporation; edge computing infrastructure; FMV $1.12 billion; held by Fund V-A Cayman (55%) and Fund V LP (45%). Search variants included: "Veridian Edge," "Veridian," "VEC Corp," and "Veridian Edge Computing."

18. Thorngate Fiber Networks LP — Delaware limited partnership; fiber-optic network operator; FMV $670 million; held by Fund IV-A Cayman (100%). Search variants included: "Thorngate Fiber," "Thorngate," "TFN LP," and "Thorngate Fiber Networks."

19. Helix SaaS Holdings Ltd. — Cayman Islands exempted company; SaaS holding company; FMV $445 million; held by Fund V-A Cayman (100%). Search variants included: "Helix SaaS," "Helix Holdings," "Helix SaaS Holdings," and "HSH Ltd." C. Key Personnel of Client Searches were performed for the following individuals associated with Solara. Individual name searches were conducted using both full legal names and common vari

20. Viktor Raines — Managing Partner & Founder, Solara Digital Infrastructure LP; age 52; former managing director at Havensgate Capital Partners; Manager of Solara Digital Infrastructure GP LLC. Search variants included: "Victor Raines," "V. Raines," and "Viktor J. Raines."

21. Meredith Tsao — Chief Operating Officer, Solara Digital Infrastructure LP; age 47. Search variants included: "M. Tsao," "Meredith C. Tsao," and "Meredith Tsao."

22. Douglas Wexford — Chief Financial Officer, Solara Digital Infrastructure LP; age 50. Search variants included: "Doug Wexford," "D. Wexford," and "Douglas A. Wexford."

23. Priya Narasimhan — General Counsel, Solara Digital Infrastructure LP; age 44. Search variants included: "P. Narasimhan," "Priya V. Narasimhan," and "Priya Narasimhan."

24. Stefan Dalmqvist — Head of Tax, Solara Digital Infrastructure LP; age 46. Search variants included: "S. Dalmqvist," "Stefan M. Dalmqvist," "Stephan Dalmqvist," and "Stefan Lindquist." D. Counterparty / Adverse Counsel The following entities and individuals were searched as counterparty or adverse counsel in connection with the proposed engagement. Although the PLR request itself does not involve adversarial proce

25. Whitfield, Carruthers & Doyle LLP — Limited liability partnership; headquartered at 200 South Biscayne Boulevard, Suite 4000, Miami, FL 33131; outside counsel to the LP Advisory Committee ("LPAC") of Funds IV and V; reviewing the proposed reorganization for LP consent purposes. Search variants included: "Whitfield Carruthers," "WC&D," "Whitfield Carruthers Doyle," and "WCD LLP."

26. Diana Carruthers — Partner (Fund Formation & Tax), Whitfield, Carruthers & Doyle LLP; key attorney for the LPAC review. Search variants included: "D. Carruthers," "Diana M. Carruthers," and "Diana Carruthers."

27. Bramhall & Quelwick LLP — Limited liability partnership; headquartered at 44 Montgomery Street, Suite 3600, San Francisco, CA 94104; independent tax counsel retained by Nordhaven Sovereign Wealth Fund to evaluate U.S. withholding tax and treaty implications of the reorganization. Search variants included: "Bramhall Quelwick," "B&S LLP," "Bramhall & Quelwick," and "Bramhall Quelwick LLP."

28. Jason Tremaine — Partner (International Tax), Bramhall & Quelwick LLP; key attorney advising Nordhaven Sovereign Wealth Fund. Search variants included: "J. Tremaine," "Jason R. Tremaine," and "Jason Tremaine." E. Key Investors / Limited Partners (Representative) Searches were conducted for the following representative limited partners in Solara's fund vehicles. These investors collectively represent a significant

29. Pinnacle State Employees' Retirement System — U.S. public pension fund; domiciled in the State of Pinnacle; committed capital: $275 million (Fund IV), $340 million (Fund V); contact: Margaret Faulkner, CIO. Search variants included: "Pinnacle SERS," "Pinnacle State Retirement," "PSERS," and "Pinnacle State Employees Retirement."

30. Grandview University Endowment — U.S. tax-exempt endowment; domiciled in Massachusetts; committed capital: $120 million (Fund IV), $185 million (Fund V); contact: Harold Kingsley, Director of Investments. Search variants included: "Grandview Endowment," "GUE," "Grandview Univ Endowment," and "Grandview University."

31. Nordhaven Sovereign Wealth Fund — Non-U.S. sovereign wealth fund; domiciled in the Kingdom of Nordhaven; committed capital: $380 million (Fund IV-A Cayman), $500 million (Fund V-A Cayman); contact: Anders Bjørkman, Head of Alternative Investments. Search variants included: "Nordhaven SWF," "Nordhaven Sovereign," "NSWF," and "Kingdom of Nordhaven." Note: Nordhaven has independently retained Bramhall & Quelwick LLP

32. Kestrel Pacific Insurance Group — Non-U.S. insurance company; domiciled in Singapore; committed capital: €200 million (Fund IV-B Lux), €275 million (Fund V-B Lux); contact: Christine Leung, Senior Portfolio Manager. Search variants included: "Kestrel Pacific," "KPIG," "Kestrel Insurance," and "Kestrel Pacific Insurance."

33. Argyle Family Office Holdings LLC — U.S. taxable family office; Delaware limited liability company; committed capital: $95 million (Fund IV), $130 million (Fund V); contact: Elliot Argyle, Principal. Search variants included: "Argyle Family Office," "AFO Holdings," "Argyle Holdings," and "Argyle Family Office Holdings." F. Third-Party Service Providers and Advisors Searches were conducted for the following third-

34. Meridian Offshore Legal — Partnership (Cayman Islands); Caledonia House, 69 Dr. Roy's Drive, George Town, Grand Cayman KY1-1103; Cayman Islands counsel to Solara; key attorney: Fiona McAllister, Partner. Search variants included: "Meridian Offshore," "MOL," and "Meridian Offshore Legal."

35. Veldhuis & Gérard S.à r.l. — Société à responsabilité limitée (Luxembourg); 22, boulevard Royal, L-2449 Luxembourg; Luxembourg counsel to Solara; key attorney: Marc Gérard, Managing Partner. Search variants included: "Veldhuis Gerard," "V&G," "Veldhuis & Gerard," and "Veldhuis Gerard SARL."

36. Caldwell Pierce & Co. LLP — Limited liability partnership; 400 Renaissance Center, Suite 2500, Detroit, MI 48243; independent accounting firm and tax compliance provider to Solara; key contact: Helen Okamoto, Partner (Financial Services Tax). Search variants included: "Caldwell Pierce," "CP&Co," "Caldwell Pierce & Co," and "Caldwell Pierce LLP."

37. Redstone Advisory Group LLC — Delaware limited liability company; 750 Seventh Avenue, 21st Floor, New York, NY 10019; transfer pricing and valuation advisory firm retained by Solara; key contact: Marco DeLuca, Managing Director. Search variants included: "Redstone Advisory," "RAG LLC," "Redstone," and "Redstone Advisory Group."

38. Clarendon Fund Services Ltd. — Cayman Islands exempted company; Windward 3, Regatta Office Park, West Bay Road, George Town, Grand Cayman KY1-1108; fund administrator for all Solara offshore vehicles; key contact: Rachel Okonkwo, Client Relationship Director. Search variants included: "Clarendon Fund Services," "CFS Ltd," "Clarendon Fund," and "Clarendon."

39. Ashford National Bank, N.A. — National banking association; 225 West Wacker Drive, Suite 5000, Chicago, IL 60606; subscription credit facility lender for Funds IV ($1.1 billion revolving credit facility) and V ($1.5 billion revolving credit facility); key contact: Thomas Greenleaf, Managing Director (Fund Finance). Search variants included: "Ashford National," "ANB," "Ashford Bank," "Ashford National Bank," and "

40. Sentinel Capital Markets LLC — Delaware limited liability company; One Bryant Park, 42nd Floor, New York, NY 10036; co-lender and administrative agent under the Fund V subscription facility; key contact: Laura Pak, Vice President. Search variants included: "Sentinel Capital," "Sentinel CM," "SCM LLC," and "Sentinel Capital Markets."

41. Capitol Registered Agents Inc. — Delaware corporation; 850 New Burton Road, Suite 201, Dover, DE 19904; registered agent for all Solara Delaware entities. Search variants included: "Capitol Registered Agents," "CRA Inc," and "Capitol RA."

42. Hawkstone Specialty Insurance Co. — Stock insurance company (domiciled in Connecticut); 100 Constitution Plaza, Hartford, CT 06103; D&O/E&O coverage for Solara GP and fund entities; $50 million aggregate policy limit; key contact: Neil Braddock, Senior Underwriter. Search variants included: "Hawkstone Specialty," "Hawkstone Insurance," "Hawkstone," and "HSI Co."

43. Harborstone Corporate Services Ltd. — Cayman Islands registered office provider; P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111; registered office for Solara's Cayman Islands entities. Search variants included: "Harborstone Corporate," "Harborstone," "HCS Ltd," and "Harborstone Corporate Services."

44. Havensgate Capital Partners — Prior employer of Viktor Raines; searched for potential conflicts relating to former affiliations. Search variants included: "Havensgate Capital," "Havensgate," "HCP," and "Havensgate Capital Partners."

IV. Search Methodology The conflicts clearance process for this engagement was conducted in accordance with Calderwood & Harkness LLP's Standard Conflicts Procedures (last revised January 2025) and the requirements of the applicable Rules of Professional Conduct. All searches were conducted using Calderwood & Harkness LLP's proprietary conflicts management system ("C&H Clearance") on May 9, 10, and 11, 2025. C&H Clea

V. Search Results A. Client Entities (Items 1–14) No current or prior representations of any Solara entity were identified in the firm's conflicts database. The searches encompassed all fourteen Solara-affiliated entities listed in Section III.A above, including the four entities that are to be formed as part of the proposed reorganization (Items 11–14). Although the to-be-formed entities do not yet exist, the search

VI. Analysis of Potential Conflict Issues This Section provides a detailed analysis of the three informational flags identified in the search results that warrant further discussion, even though none rises to the level of a disqualifying conflict. A. Ashford National Bank, N.A. — Detailed Analysis Calderwood & Harkness has represented clients in matters involving Ashford National Bank, N.A. in other contexts. As note

VII. Confirmation of Clearance Based on the comprehensive search results and the analysis set forth in Sections V and VI above, the undersigned confirm that no disqualifying conflicts of interest have been identified in connection with Calderwood & Harkness LLP's engagement by Solara Digital Infrastructure LP for the private letter ruling request matter (engagement number 20250527-SDILP-PLR). The conflicts clearance

VIII. Conditions and Ongoing Monitoring The clearance of this engagement is subject to the following conditions and ongoing monitoring obligations: Ongoing Monitoring. The engagement team will update the conflicts search if additional parties, entities, or individuals become relevant to the engagement, including but not limited to additional portfolio companies whose interests may be transferred in the reorganization

IX. Approvals The following approvals are recorded in connection with the conflicts clearance for this engagement: Cleared by: Robert Jansen, Lead Associate, Tax (Washington, D.C. office). Mr. Jansen conducted the initial searches in C&H Clearance, coordinated the practice group inquiries, reviewed the Tax Department email canvass responses, and prepared the initial draft of this memorandum. Reviewed by: Leonard Cros