Contract analysis

Section 1.1 — Defined Terms All capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Partnership Agreement. In addition to the terms defined elsewhere in this Amendment, the following terms shall have the meanings set forth below for purposes of this Amendment: "Consolidated Master Fund" means Solara Consolidated Master Fund LP, a Delaware

Section 1.2 — Interpretation (a) All references in this Amendment to the "Partnership Agreement" shall mean the Amended and Restated Agreement of Limited Partnership of Solara Digital Partners Fund V LP, dated as of September 30, 2023, as amended by this Amendment, and as may be further amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms and the terms of this Amendmen

ARTICLE II — AUTHORIZATION OF THE REORGANIZATION

Section 2.1 — Consent to the Reorganization The Limited Partners hereby consent to the Reorganization as described in the Recitals to this Amendment, including, without limitation, the following actions: (a) The contribution by Fund V-A Cayman and Fund V-B Lux of all of their respective portfolio company assets to the Consolidated Master Fund in exchange for limited partnership interests therein, as contemplated by S

Section 2.2 — Authorization of the General Partner The General Partner is hereby authorized, empowered, and directed, on behalf of the Partnership and the Limited Partners, to take the following actions in connection with the Reorganization: (a) Formation of New Entities. Cause the formation of the Consolidated Master Fund, the Master Fund GP, the International Feeder, and the Tax-Exempt Feeder, including (i) the pre

Section 2.3 — Tax Treatment The Partnership and the General Partner intend that the Reorganization be treated for U.S. federal income tax purposes as follows, and the General Partner is authorized to take all actions and make all elections consistent with the following intended tax treatment: (a) Tax-Free Contributions Under IRC § 721(a). The Step 4 Contributions constitute tax-free contributions of property to the C

Section 2.4 — Scope of Authorization The authorization granted to the General Partner pursuant to this Article II extends to actions taken prior to, on, or after the Effective Date in furtherance of the Reorganization. Any actions taken by the General Partner prior to the Effective Date that were within the scope of the authorization granted by this Article II are hereby ratified and confirmed. The General Partner ma

ARTICLE III — AMENDMENTS TO THE PARTNERSHIP AGREEMENT

Section 3.1 — Amendment to Investment Provisions The Partnership Agreement is hereby amended to permit the Partnership's portfolio company assets that are held through Fund V-A Cayman and Fund V-B Lux (i.e., the portfolio company interests held indirectly by the Partnership through the Legacy Offshore Vehicles as part of the parallel fund structure) to be contributed to the Consolidated Master Fund as part of the Reo

Section 3.2 — Amendment to Parallel Fund Provisions All provisions in the Partnership Agreement relating to the parallel fund structure, specifically those provisions governing the establishment, maintenance, and operation of parallel fund vehicles alongside Fund V LP, and the relationship between Fund V LP and the Legacy Offshore Vehicles, are hereby amended to reflect the post-Reorganization structure. Following th

Section 3.3 — Amendment to Allocation and Distribution Provisions The allocation and distribution provisions of the Partnership Agreement, including the provisions governing the allocation of net income, net loss, capital gains, and capital losses among the Partners, and the provisions governing the distribution of proceeds and other amounts to the Partners, are hereby amended to the extent necessary to accommodate t

Section 3.4 — Amendment to Transfer and Withdrawal Provisions The transfer restrictions and withdrawal provisions in the Partnership Agreement are hereby amended to permit the limited partner migration contemplated in Step 5 of the Reorganization without requiring the individual transfer consent procedures that would otherwise apply under the Partnership Agreement. Specifically: (a) The migration of non-U.S. limited

Section 3.5 — Amendment to Reporting and Information Rights The reporting obligations of the General Partner under the Partnership Agreement are hereby amended to include the Consolidated Master Fund as a vehicle through which the Partnership's parallel investments are made following the Reorganization. Without limiting the foregoing: (a) The General Partner shall provide the Limited Partners with quarterly and annua

Section 3.6 — Amendment to LPAC Provisions The LPAC provisions of the Partnership Agreement are hereby amended to reflect that the LPAC's oversight and consent authority extends to matters involving the Consolidated Master Fund, the International Feeder, and the Tax-Exempt Feeder insofar as such matters affect the Partnership, the Limited Partners, or the economic terms of their investment in the Partnership. Whitfie

Section 3.7 — Amendment to Dissolution Provisions The dissolution provisions of the Partnership Agreement are not amended by this Amendment. Fund V LP shall continue as a separate Delaware limited partnership and is not dissolved, merged, or terminated as a result of the Reorganization. The term of the Partnership, and all provisions governing the winding up and dissolution of the Partnership, shall remain in full fo

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.1 — Representations and Warranties of the General Partner The General Partner hereby represents and warrants to the Limited Partners as of the Effective Date as follows: (a) Power and Authority. The General Partner has full power and authority to execute, deliver, and perform its obligations under this Amendment and to cause the Partnership to consummate the Reorganization on the terms and conditions descri

Section 4.2 — Representations and Warranties of the Limited Partners Each Limited Partner, by executing the Form of LP Consent attached hereto as Exhibit A or otherwise consenting to this Amendment in the manner specified in the Partnership Agreement, hereby represents and warrants as of the date of such execution or consent as follows: (a) Authority. Such Limited Partner has the requisite power and authority (corpor

ARTICLE V — CONDITIONS PRECEDENT

Section 5.1 — Conditions to Effectiveness of the Reorganization The obligations of the General Partner to consummate the Reorganization (but not the effectiveness of this Amendment itself, which shall become effective upon its execution by the General Partner and the receipt of LP consent as provided herein) are subject to the satisfaction or waiver (in accordance with Section 5.2) of the following conditions: (a) LP

Section 5.2 — Waiver of Conditions The General Partner may, in its sole and absolute discretion, waive any one or more of the conditions precedent set forth in Section 5.1 at any time, except that the conditions set forth in Section 5.1(a) (LP Consent) and Section 5.1(f) (No Material Adverse Tax Law Change) may not be waived by the General Partner. Any waiver of a condition precedent by the General Partner shall not

ARTICLE VI — INDEMNIFICATION AND EXCULPATION

Section 6.1 — Continuation of Existing Provisions The indemnification and exculpation provisions set forth in the Partnership Agreement (and any amendments thereto) remain in full force and effect and are not amended, modified, superseded, or otherwise affected by this Amendment. The rights and obligations of the parties under such provisions shall continue unimpaired. Without limiting the generality of the foregoing

Section 6.2 — Additional Indemnification To the extent not already covered by the indemnification and exculpation provisions of the Partnership Agreement, the Partnership shall indemnify and hold harmless the General Partner and its officers, directors, managers, members, and employees, including Viktor Raines (Managing Partner and Founder), Meredith Tsao (Chief Operating Officer), Douglas Wexford (Chief Financial Of