Contract analysis

I. INTRODUCTION AND PURPOSE Solara Digital Infrastructure GP LLC (the "General Partner"), in its capacity as general partner of Solara Digital Partners Fund IV LP ("Fund IV LP") and Solara Digital Partners Fund V LP ("Fund V LP"), and acting through its affiliated entities Solara Offshore GP Ltd. ("Offshore GP"), as general partner of Solara Digital Partners Fund IV-A (Cayman) LP ("Fund IV-A Cayman") and Solara Digit

II. BACKGROUND — EXISTING FUND STRUCTURE A. Solara Platform Overview Solara Digital Infrastructure LP is a Delaware limited partnership founded on March 17, 2014, and headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Solara is a private equity sponsor with approximately $14.7 billion in assets under management as of March 31, 2025, focused on digital infrastructure—including data centers, f

III. BUSINESS RATIONALE FOR THE REORGANIZATION The Reorganization is being undertaken for the following compelling business reasons, each of which the General Partner believes will inure to the benefit of all Limited Partners: (a) Operational Cost Reduction. The Solara fund platform currently incurs approximately $3.8 million annually in duplicative offshore administration, audit, regulatory filing, and compliance fe

IV. DESCRIPTION OF THE PROPOSED REORGANIZATION A. Overview The Reorganization involves the domestication and merger of the four offshore fund vehicles—Fund IV-A Cayman, Fund IV-B Lux, Fund V-A Cayman, and Fund V-B Lux (collectively, the "Legacy Offshore Vehicles")—into a newly established Delaware-domiciled master fund structure through a series of contribution, dissolution, and migration transactions described in de

V. REPRESENTATIVE PORTFOLIO COMPANIES BEING TRANSFERRED The following is a summary of certain representative portfolio company interests that will be contributed to the Consolidated Master Fund LP in connection with the Reorganization. This summary is provided for illustrative purposes and does not constitute a complete listing of all portfolio company interests being transferred. NovaBright Data Systems Inc. — A Del

VI. SUMMARY OF ANTICIPATED TAX TREATMENT The following is a summary of the anticipated U.S. federal income tax treatment of the Reorganization, based on the advice of Calderwood & Harkness LLP and subject to the important disclaimer set forth in Section VI.I below. A. Nonrecognition on Contributions (IRC § 721(a)) The contributions of portfolio assets by the Legacy Offshore Vehicles to the Consolidated Master Fund LP

Section 721(b) of the Code provides an exception to the general nonrecognition rule of Section 721(a) in the case of contributions to a partnership that would be treated as an "investment company" within the meaning of Section 351 of the Code if it were incorporated. The Consolidated Master Fund LP is not expected to constitute an "investment company" for purposes of Section 721(b) because its portfolio will consist

Section 731(c) of the Code provides a special rule that treats distributions of "marketable securities" by a partnership as distributions of money for purposes of Section 731(a). The interests in the Consolidated Master Fund LP are not expected to constitute "marketable securities" as defined in Section 731(c)(2) of the Code, because such interests will not be actively traded on an established securities market or re

I. Important LP Disclaimer The foregoing is a summary of the anticipated U.S. federal income tax treatment of the Reorganization only and is not intended as, and should not be relied upon as, tax advice to any individual Limited Partner. Each Limited Partner is urged to consult its own tax advisors regarding the specific tax consequences of the Reorganization in light of its own particular circumstances, including an

VII. PRIVATE LETTER RULING REQUEST Solara, through its tax counsel Calderwood & Harkness LLP, is preparing and intends to submit a private letter ruling request (the "PLR Request") to the Internal Revenue Service. The PLR Request will be directed to the IRS's Office of the Associate Chief Counsel (International) ("CC:INTL"), with secondary subject-matter jurisdiction in the Office of the Associate Chief Counsel (Pass

1. The contributions of portfolio assets by the Legacy Offshore Vehicles to the Consolidated Master Fund LP in Steps 2 through 4 qualify as tax-free contributions under Section 721(a) of the Code.

2. The Consolidated Master Fund LP does not constitute an "investment company" within the meaning of Section 721(b) of the Code, and accordingly the exception to nonrecognition under Section 721(b) does not apply.

3. Sections 367(a) and 367(b) of the Code do not apply to the partnership-to-partnership contributions described in Steps 2 through 4.

4. The distributions of Master Fund LP interests by the Legacy Offshore Vehicles to their respective Limited Partners in Step 5 qualify as tax-free distributions under Section 731(a) of the Code.

5. Section 731(c) of the Code (relating to distributions of marketable securities) does not apply to the distributions in Step 5 because the Master Fund LP interests do not constitute "marketable securities" as defined in Section 731(c)(2).

6. The shifts in partner-level liability shares resulting from the assumption of approximately $1.34 billion in liabilities by the Consolidated Master Fund LP, after application of the netting rules under Treasury Regulations § 1.752-1(f), do not result in gain recognition under Section 731 of the Code.

7. The Section 704(c) built-in gain accounts maintained by the Legacy Offshore Vehicles carry over to the Consolidated Master Fund LP, and the Consolidated Master Fund LP is permitted to continue using the remedial allocation method under Treasury Regulations § 1.704-3(d) with respect to all contributed assets.

8. Each of the newly formed entities—Solara Consolidated Master Fund GP LLC, Solara Consolidated Master Fund LP, Solara International Feeder (Cayman) LP, and Solara Tax-Exempt Feeder (Cayman) LP—is properly classified as a partnership (or, in the case of a single-member entity, as a disregarded entity) for U.S. federal income tax purposes under Treasury Regulations § 301.7701-3. In addition to the foregoing eight rul

VIII. IMPACT ON LIMITED PARTNERS A. U.S. Taxable Investors U.S. taxable investors who invest through Fund IV LP and Fund V LP—such as Argyle Family Office Holdings LLC and other domestic taxable limited partners—are not expected to be directly affected by the Reorganization. Fund IV LP and Fund V LP are not being contributed into the Consolidated Master Fund, and U.S. taxable investors will continue to hold their int

IX. LP ADVISORY COMMITTEE REVIEW AND INDEPENDENT COUNSEL The LP Advisory Committee of Funds IV and V has been actively involved in the review of the proposed Reorganization since the General Partner first raised the concept at the LPAC's Q4 2024 meeting. The LPAC was provided with a detailed briefing memorandum on the proposed Reorganization in advance of its meeting on April 22, 2025, at which time the LPAC members

X. REQUIRED CONSENTS — LPA AMENDMENT PROVISIONS The Reorganization requires the affirmative consent of the Limited Partners under the amendment provisions of each Fund's LPA (or equivalent governing document). The applicable consent thresholds are as follows: Fund IV LP and Fund V LP: Consent of Limited Partners holding a majority in interest (i.e., greater than 50%) of the aggregate capital commitments of all Limite

XI. LENDER AND THIRD-PARTY CONSENTS In addition to LP consent, the Reorganization requires certain consents and notifications from lenders, service providers, and regulatory authorities, as summarized below. Subscription Credit Facilities. Consent under the existing subscription credit facilities has been or will be requested from the applicable lenders: Fund IV: $1.1 billion revolving credit facility with Ashford Na

XII. TIMELINE The following table sets forth the anticipated timeline for the Reorganization. All dates are target dates and are subject to change based on the receipt of LP and third-party consents, the IRS ruling process, and other factors. The foregoing timeline is subject to (i) receipt of a favorable IRS private letter ruling confirming the anticipated tax treatment of the Reorganization (or a determination by C

XIII. CONSENT MECHANICS — INSTRUCTIONS TO LIMITED PARTNERS Each Limited Partner is requested to review this letter carefully, together with the following enclosed documents: (i) the Form of LP Consent, (ii) the LP Tax Impact Summary Letter, (iii) the Pre-Reorganization Organizational Charts, and (iv) the Post-Reorganization Organizational Charts. After completing its review, each Limited Partner should execute and re

XIV. ENCLOSED DOCUMENTS The following documents are enclosed with this letter for the Limited Partners' review:

1. Form of LP Consent — The formal consent instrument for execution and return by each Limited Partner. Each LP should execute and return the Form of LP Consent in accordance with the instructions set forth in Section XIII above.

2. LP Tax Impact Summary Letter — A plain-language summary of the anticipated U.S. federal income tax consequences of the Reorganization, prepared by Calderwood & Harkness LLP for the benefit of Limited Partners. This summary is intended to supplement, and not replace, the more detailed discussion of tax treatment contained in Section VI of this letter.

3. Pre-Reorganization Organizational Charts — Organizational charts depicting the current structure of the Solara fund platform, including all six existing fund vehicles and their relationships to the General Partner entities, offshore service providers, and portfolio companies.

4. Post-Reorganization Organizational Charts — Organizational charts depicting the target structure of the Solara fund platform following completion of the Reorganization, including the Consolidated Master Fund, the two Cayman feeder vehicles, and the continuing Delaware main funds. In addition to the foregoing enclosed documents, copies of the following materials are available upon request from Priya Narasimhan, Gen

XV. CONTACT INFORMATION Limited Partners who have questions regarding the Reorganization, this consent solicitation, or any of the enclosed documents are encouraged to contact any of the following individuals: Solara In-House Contacts: Priya Narasimhan, General Counsel Solara Digital Infrastructure GP LLC 1200 Market Street, Suite 3400 Wilmington, DE 19801 Stefan Dalmqvist, Head of Tax Solara Digital Infrastructure G

XVI. CLOSING The General Partner is confident that the Reorganization, once completed, will deliver meaningful and lasting benefits to all Limited Partners through substantial operational cost savings, simplified governance and reporting, streamlined regulatory compliance, and a more efficient fund architecture that is well-positioned to meet the evolving demands of the global regulatory environment—including the OEC