Contract analysis

Section 1: Background on the Reorganization 1.1 Existing Luxembourg Fund Structure Fund IV-B Lux and Fund V-B Lux were each established as Luxembourg SCSps to serve as parallel fund vehicles alongside their respective Delaware-domiciled counterpart funds, structured to accommodate non-U.S. investors seeking treaty access and regulatory efficiencies available through a Luxembourg-based fund platform. Fund IV-B Lux (RC

Section 2: Specific Instructions for Luxembourg Dissolution 2.1 Pre-Dissolution Preparatory Steps We request that Veldhuis & Gérard undertake the following preparatory steps in advance of the dissolution: (a) Review of Constitutional Documents. Please review the constitutional documents (partnership agreements / contrats de société) of Fund IV-B Lux and Fund V-B Lux and confirm that these documents permit the volunta

Section 3: U.S. Tax Considerations — Coordination Points The dissolutions described in this letter are intended to qualify as tax-free distributions under Section 731(a) of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), for U.S. federal income tax purposes. Calderwood & Harkness is preparing a private letter ruling request to the IRS seeking confirmation of this treatment. The PLR request is being s

Section 4: Coordination with Other Advisors The reorganization involves multiple advisors across several jurisdictions. In order to ensure that all work streams are properly coordinated and that the integrated timeline is maintained, we ask that Veldhuis & Gérard coordinate with the following parties, with Calderwood & Harkness serving as the central coordinating party: (a) Calderwood & Harkness LLP — U.S. tax counse

Section 5: Timeline and Deliverables 5.1 Requested Deliverables We request that Veldhuis & Gérard provide the following deliverables in connection with the engagement:

1. Written confirmation/memorandum on Luxembourg tax treatment of the asset contributions (Steps 3 and 4) and SCSp dissolutions (Step 5), in a form suitable for inclusion in or submission with the PLR request — requested by August 1, 2025 (to allow incorporation into the PLR request before the August 15, 2025 submission deadline).

2. Draft partner resolutions authorizing the asset contributions and dissolution for both Fund IV-B Lux and Fund V-B Lux — requested by September 1, 2025.

3. Draft CSSF notifications for both SCSps, covering the asset contributions, planned dissolution, and any change in regulatory status — requested by September 15, 2025.

4. Confirmation of Luxembourg law requirements for in-kind distributions of foreign partnership interests (interests in a Delaware limited partnership) by a Luxembourg SCSp in liquidation — requested by September 15, 2025.

5. Draft RCS filings (dissolution publication in RESA, liquidator appointment) for both SCSps — requested by October 1, 2025.

6. Luxembourg tax clearance applications — to be filed promptly following the completion of the asset contributions (Steps 3 and 4), and in any event as soon as all required financial data has been received from Caldwell Pierce & Co. LLP.

7. Final liquidation accounts and RCS deregistration filings — targeted for completion by December 1, 2025, or as soon thereafter as Luxembourg statutory timelines permit.

8. Ongoing advice as needed on Luxembourg legal and regulatory matters arising during the dissolution process, including responses to questions from the IRS, the CSSF, or other stakeholders. 5.2 Key Milestones (Luxembourg-Specific) The following table sets forth the key milestones for the Luxembourg work streams. We recognize that certain of these dates may need to be adjusted based on your advice regarding statutory

Section 6: Fee Arrangements and Billing We request that Veldhuis & Gérard provide a fee estimate for the scope of work outlined in this letter, broken down by deliverable and/or phase of the engagement. In preparing this estimate, please separately identify: (a) Fees for the Luxembourg tax memorandum/opinion (Deliverable 1); (b) Fees for preparation of partner resolutions, CSSF notifications, and RCS filings (Deliver

1. Organizational chart of existing Luxembourg fund structure (pre-reorganization)

2. Organizational chart of target post-reorganization structure

3. Step transaction diagram (Steps 3, 4, and 5)

4. Summary term sheet of the reorganization

5. Contact list for all advisors involved in the reorganization Target Date | Action August 1, 2025 | Luxembourg tax memorandum/opinion delivered to Calderwood & Harkness September 1, 2025 | Draft partner resolutions for both SCSps circulated to engagement team September 15, 2025 | Draft CSSF notifications prepared; Luxembourg law confirmation on in-kind distributions delivered October 1, 2025 | Draft RCS filings (di