Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Adjusted Capital Account" means, with respect to any Partner, such Partner's Capital Account as of the end of the relevant Fiscal Year or other period, after giving effect to the following adjustments: (a) credit to such Capital Account any amounts that such Partner is obligated to restore pursuant to

Section 1.2 — Interpretation (a) Unless the context otherwise requires, (i) words importing the singular shall include the plural, and vice versa; (ii) words importing one gender shall include any other gender; (iii) references to any Person shall include such Person's successors and assigns; and (iv) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." (

Section 2.1 — Formation The Partnership has been formed as a limited partnership under and pursuant to the provisions of the Delaware Act by the filing of the Certificate of Limited Partnership with the Secretary of State of the State of Delaware on September 15, 2025. The general partner of the Partnership is Solara Consolidated Master Fund GP LLC, a Delaware limited liability company. The registered agent of the Pa

Section 2.2 — Name The name of the Partnership is "Solara Consolidated Master Fund LP." The business of the Partnership may be conducted under such name or under any other name or names approved by the General Partner in its sole discretion. The General Partner shall give prompt notice to the Limited Partners of any change in the name of the Partnership and shall take all actions necessary to comply with any fictitio

Section 2.3 — Principal Office The principal office of the Partnership shall be located at c/o Solara Digital Infrastructure LP, 1200 Market Street, Suite 3400, Wilmington, Delaware 19801, or at such other place or places as the General Partner may from time to time designate. The General Partner shall give notice to the Partners of any change in the principal office of the Partnership.

Section 2.4 — Purpose The purpose of the Partnership is: (a) To receive, hold, manage, and dispose of portfolio company interests and related assets contributed by the Legacy Offshore Vehicles in connection with the Reorganization; (b) To make, hold, and dispose of investments in companies and assets engaged in or related to digital infrastructure (including data centers, fiber-optic networks, and edge computing) and

Section 2.5 — Term The term of the Partnership commenced on the date the Certificate was filed with the Secretary of State of the State of Delaware and shall continue in perpetuity until the Partnership is dissolved and terminated in accordance with the provisions of Article XII of this Agreement. The Partnership has no fixed expiration date, but is subject to dissolution upon the occurrence of any of the events set

Section 2.6 — Entity Classification (a) The Partnership is, and is intended to be, classified as a partnership for United States federal income tax purposes under Treasury Regulations Section 301.7701-3. IRS Form 8832 (Entity Classification Election) has been, or will be, filed with the Internal Revenue Service electing partnership classification for the Partnership, effective as of the date of formation of the Partn

Section 2.7 — Filings The General Partner shall execute and cause to be filed all certificates, notices, amendments, statements, and other instruments required or permitted to be filed under the Delaware Act and under the laws of any other jurisdiction in which the Partnership conducts business or in which such filing is necessary to protect the limited liability of the Limited Partners or to permit the Partnership t

ARTICLE III — PARTNERS; ADMISSION

Section 3.1 — General Partner The General Partner of the Partnership is Solara Consolidated Master Fund GP LLC, a Delaware limited liability company formed under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq. The General Partner is managed by Viktor Raines, who serves as Managing Partner and Founder of SDILP and as the sole manager of the General Partner. The General Partner holds a general pa

Section 3.2 — Initial Limited Partners (a) The initial Limited Partners of the Partnership shall be admitted upon the Initial Contribution Date, which is targeted to occur on October 1, 2025. The initial Limited Partners are the Legacy Offshore Vehicles contributing assets to the Partnership in connection with Steps 2 through 4 of the Reorganization, as follows: (i) Solara Digital Partners Fund IV-A (Cayman) LP (EIN

Section 3.3 — Subsequent Limited Partners; Feeder Fund Admission (a) Following the dissolution of the Legacy Offshore Vehicles in Step 5 of the Reorganization (targeted to occur on December 1, 2025), the underlying limited partners of such vehicles shall be admitted as Limited Partners of the Partnership, either directly or through one of the Feeder Funds, as applicable. (b) Non-U.S. investors who were limited partne

Section 3.4 — Schedule of Partners The General Partner shall maintain, as part of the books and records of the Partnership, Schedule A hereto, setting forth each Partner's name, address, Capital Account balance, Partnership Interest percentage, date of admission, and tax status. Schedule A shall be updated by the General Partner upon each admission, withdrawal, substitution, or Transfer of a Partner or Partnership In

Section 3.5 — Representations of Partners (a) Each Partner, by executing this Agreement or an instrument of accession hereto, represents and warrants to the Partnership and the other Partners that: (i) Such Partner is acquiring its Partnership Interest for its own account, for investment purposes only, and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended. (ii) S

ARTICLE IV — CAPITAL CONTRIBUTIONS

Section 4.1 — Initial Capital Contributions (a) Each Legacy Offshore Vehicle shall make its Initial Capital Contribution to the Partnership by contributing all of its portfolio company interests, together with all associated assets, contracts, rights, permits, intellectual property, cash, and other property, and subject to all associated liabilities, to the Partnership in exchange for a Partnership Interest. (b) The

Section 4.2 — Assumption of Liabilities In connection with the Initial Capital Contributions, the Partnership shall assume aggregate liabilities of approximately $1.34 billion associated with the contributed portfolio assets. Such liabilities include portfolio-level debt across all Legacy Offshore Vehicles, including term loans, revolving credit facilities, and other indebtedness. The assumption of such liabilities s

Section 4.3 — Additional Capital Contributions (a) No Limited Partner shall be required to make additional Capital Contributions to the Partnership, except as expressly set forth in this Agreement or as otherwise agreed in writing by such Limited Partner and the General Partner. (b) The General Partner may accept additional cash or property contributions from existing or new Partners, subject to compliance with IRC S

Section 4.4 — No Interest on Capital Contributions No interest shall accrue or be payable on any Capital Contribution or on any Capital Account balance. No Partner shall be entitled to receive interest from the Partnership on any Capital Contribution or on any credit balance in such Partner's Capital Account.

Section 4.5 — Return of Capital Contributions (a) Except as provided in Section 6.2 and Article XII of this Agreement, no Partner shall have the right to demand or receive the return of all or any portion of its Capital Contribution. (b) Distributions of cash or property made by the Partnership to a Partner shall not be treated as a return of such Partner's Capital Contribution except as expressly provided in Section

Section 4.6 — Non-Cash Contributions; Valuation (a) All portfolio company interests and other property contributed to the Partnership as Initial Capital Contributions shall be valued at their respective fair market values as determined by Redstone Advisory Group LLC (Managing Director: Marco DeLuca; 750 Seventh Avenue, 21st Floor, New York, New York 10019), the independent valuation advisor retained by SDILP for purp

Section 5.1 — Allocation of Net Profits and Net Losses (a) Subject to the special allocation provisions of Sections 5.2 through 5.7, Net Profits for each Fiscal Year (or other relevant period) shall be allocated among the Partners in proportion to their respective Partnership Interest percentages. (b) Subject to the special allocation provisions of Sections 5.2 through 5.7, Net Losses for each Fiscal Year (or other r

Section 5.2 — Special Allocations The following special allocations shall be made in the order and priority set forth below, and shall take precedence over the general allocation provisions of Section 5.1: (a) Minimum Gain Chargebacks. Notwithstanding any other provision of this Article V, if there is a net decrease in Partnership Minimum Gain during any Fiscal Year, each Partner shall be specially allocated items of

Section 5.3 — Capital Accounts (a) A Capital Account shall be established and maintained for each Partner in accordance with the rules set forth in Treasury Regulations Section 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be: (i) Increased by (A) the amount of cash contributed by such Partner to the Partnership, (B) the fair market value of property contributed by such Partner to the Partnership (net of li

Section 5.4 — Tax Allocations; IRC § 704(c) (a) General Rule. Except as provided in this Section 5.4, items of income, gain, loss, deduction, and credit for United States federal income tax purposes shall be allocated among the Partners in the same manner as the corresponding items of "book" income, gain, loss, deduction, and credit are allocated under Sections 5.1 and 5.2 of this Agreement. (b) Section 704(c) Alloca

Section 5.5 — Tax Basis of Contributed Property (a) The Partnership's adjusted tax basis in each item of Contributed Property shall equal the contributing Partner's adjusted tax basis in such property immediately prior to the contribution, as required by IRC Section 723. (b) The Partnership's holding period for each item of Contributed Property shall include the contributing Partner's holding period for such property

Section 5.6 — Allocations with Respect to Transferred Interests If a Partnership Interest is Transferred during a Fiscal Year, the transferor and transferee shall share the Partnership's items of income, gain, loss, deduction, and credit for the Fiscal Year in which the Transfer occurs using either (i) the interim closing of the books method or (ii) the proration method, as determined by the General Partner in its so

Section 5.7 — Regulatory Compliance (a) The allocation provisions of this Article V are intended to comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2 and to produce Capital Account balances that permit liquidating distributions to be made in accordance with positive Capital Account balances, as contemplated by Section 12.3. (b) The General Partner is authorized to make such adjustments to allocations o

Section 5.8 — Allocation of Liabilities Under IRC § 752 (a) General. Partnership liabilities shall be allocated among the Partners for purposes of IRC Section 752 in accordance with Treasury Regulations Sections 1.752-1, 1.752-2, and 1.752-3. (b) Recourse Liabilities. Recourse liabilities (as determined under Treasury Regulations Section 1.752-1(a)(1)) shall be allocated to the Partner or Partners who bear the econom

Section 6.1 — Timing of Distributions Distributions of available cash and other assets of the Partnership shall be made at such times and in such amounts as the General Partner determines in its sole discretion, taking into account the liquidity needs of the Partnership, the maintenance of appropriate reserves for expenses, contingencies, and liabilities, and the requirements of any credit facilities or other agreeme

Section 6.2 — Distribution Waterfall All distributions of available cash and property by the Partnership (other than Tax Distributions under Section 6.5 and distributions in liquidation under Section 12.3) shall be made to the Partners in the following order of priority: (a) Return of Capital. First, to each Partner, pro rata in proportion to such Partner's aggregate Capital Contributions, until the cumulative distri

Section 6.3 — Distributions in Kind (a) The General Partner may, in its sole discretion, distribute Partnership assets in kind (including portfolio company interests, securities, and other property) to the Partners. The General Partner shall use commercially reasonable efforts to distribute cash rather than in-kind assets, but acknowledges that certain portfolio company interests may not be readily convertible to cas

Section 6.4 — Feeder Fund Distributions (a) Distributions made by the Partnership to each Feeder Fund shall be passed through by such Feeder Fund to its underlying investors in accordance with the terms of such Feeder Fund's own limited partnership agreement. (b) The Partnership shall cooperate with each Feeder Fund in good faith to ensure timely and accurate distribution reporting, including by providing such Feeder

Section 6.5 — Tax Distributions (a) Prior to or simultaneously with any other distribution under this Article VI, the General Partner may, in its sole discretion, cause the Partnership to distribute to each Partner an amount sufficient to enable such Partner to satisfy its United States federal, state, and local income tax obligations attributable to such Partner's Allocable Share of Partnership taxable income for th

Section 6.6 — Withholding (a) The Partnership is authorized to withhold from any distribution to, or to pay on behalf of, any Partner, any amounts required to be withheld under Applicable Law, including but not limited to withholding under IRC Section 1446 (withholding on effectively connected taxable income allocable to foreign partners), FATCA (IRC Sections 1471 through 1474), and any applicable state, local, or fo