Contract analysis

I. Introduction and Purpose Calderwood & Harkness LLP serves as U.S. tax counsel to Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Solara Digital Infrastructure GP LLC ("Solara GP"), a Delaware limited liability company (EIN 82-4917365), serves as the general partner of SDILP and is the current named i

II. Background — Current Organizational Structure Solara is a Delaware-based private equity sponsor with approximately $14.7 billion in assets under management as of March 31, 2025. The firm's investment focus is centered on digital infrastructure — including data center development and acquisition, fiber-optic network platforms, and edge computing facilities — as well as enterprise software-as-a-service ("SaaS") pla

1. Solara Digital Partners Fund IV LP — A Delaware limited partnership with aggregate capital commitments of $4.2 billion, approximately 72% deployed as of the date of this letter. The general partner of Fund IV LP is Solara Digital Infrastructure GP LLC.

2. Solara Digital Partners Fund IV-A (Cayman) LP — A Cayman Islands exempted limited partnership with aggregate capital commitments of $1.85 billion. Fund IV-A serves as the parallel fund vehicle for non-U.S. investors and U.S. tax-exempt investors seeking to mitigate unrelated business taxable income ("UBTI") exposure. The general partner of Fund IV-A is Solara Offshore GP Ltd., a Cayman Islands exempted company wit

3. Solara Digital Partners Fund IV-B (Luxembourg) SCSp — A Luxembourg special limited partnership (société en commandite spéciale) with aggregate capital commitments of €1.15 billion (approximately $1.24 billion at a EUR/USD exchange rate of 1.08). Fund IV-B was established to accommodate European institutional investors subject to EU regulatory frameworks and preferring a Luxembourg-domiciled vehicle. The general pa

1. Solara Digital Partners Fund V LP — A Delaware limited partnership with aggregate capital commitments of $5.6 billion, approximately 38% deployed as of the date of this letter. The general partner of Fund V LP is Solara Digital Infrastructure GP LLC.

2. Solara Digital Partners Fund V-A (Cayman) LP — A Cayman Islands exempted limited partnership with aggregate capital commitments of $2.45 billion. Fund V-A mirrors the investor accommodation structure of Fund IV-A for the Fund V vintage. Its registered office is maintained at Harborstone Corporate Services Ltd., George Town, Grand Cayman. Fund V-A is registered with CIMA under registration number MF-89103.

3. Solara Digital Partners Fund V-B (Luxembourg) SCSp — A Luxembourg special limited partnership with aggregate capital commitments of €1.38 billion (approximately $1.49 billion at a EUR/USD exchange rate of 1.08). Fund V-B is registered with the RCS under number B 271056, with its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg. The existing D&O/E&O Policies issued by Hawkstone extend coverage t

III. Description of the Proposed Reorganization A. Business Rationale The Reorganization is driven by several converging business, regulatory, and operational considerations that the Solara GP board and senior management have identified as compelling grounds for structural consolidation. These considerations include the following: Operational Cost Reduction. The maintenance of six parallel fund vehicles across three

IV. Post-Reorganization Structure — New Entities Requiring Coverage Upon completion of the Reorganization on or about December 1, 2025, the Solara fund platform will consist of the following entities, each of which will require coverage under the D&O/E&O Policies: A. Newly Formed Entities Requiring Addition to Coverage

1. Solara Consolidated Master Fund GP LLC — A Delaware limited liability company serving as the general partner of the Consolidated Master Fund. This entity will be managed by Viktor Raines in his capacity as Managing Partner of the Solara platform, and its managers and officers will include certain of the same individuals currently serving as officers of Solara GP.

2. Solara Consolidated Master Fund LP — A Delaware limited partnership serving as the master fund vehicle that will hold the consolidated portfolio assets contributed from the dissolving offshore fund vehicles. The general partner of this entity will be Solara Consolidated Master Fund GP LLC. The registered agent will be Capitol Registered Agents Inc., located at 850 New Burton Road, Suite 201, Dover, Delaware 19904.

3. Solara International Feeder (Cayman) LP — A Cayman Islands exempted limited partnership serving as the feeder fund vehicle for non-U.S. investors. Representative investors expected to participate in the International Feeder include Nordhaven Sovereign Wealth Fund, Kestrel Pacific Insurance Group, and other non-U.S. institutional limited partners currently invested through the existing Cayman and Luxembourg paralle

4. Solara Tax-Exempt Feeder (Cayman) LP — A Cayman Islands exempted limited partnership serving as the feeder fund vehicle for U.S. tax-exempt investors. Representative investors expected to participate in the Tax-Exempt Feeder include the Pinnacle State Employees' Retirement System and the Grandview University Endowment, among other U.S. tax-exempt institutional limited partners. B. Entities to Be Dissolved — Run-Of

1. Solara Digital Partners Fund IV-A (Cayman) LP

2. Solara Digital Partners Fund IV-B (Luxembourg) SCSp

3. Solara Digital Partners Fund V-A (Cayman) LP

4. Solara Digital Partners Fund V-B (Luxembourg) SCSp

5. Solara Offshore GP Ltd. (Cayman Islands exempted company; general partner of the Cayman parallel funds)

6. Solara Luxembourg Management S.à r.l. (general partner of the Luxembourg SCSps) C. Continuing Entities — No Change Required The following entities will continue in existence without structural change and should remain covered under the D&O/E&O Policies on the same terms and conditions as currently in effect:

1. Solara Digital Infrastructure LP

2. Solara Digital Infrastructure GP LLC

3. Solara Digital Partners Fund IV LP

4. Solara Digital Partners Fund V LP

V. Specific Request — Policy Endorsement Based on the foregoing, we respectfully and formally request that Hawkstone Specialty Insurance Co. endorse the existing D&O/E&O Policies (aggregate policy limit: $50,000,000) to reflect the structural changes resulting from the Reorganization. Specifically, we request that Hawkstone take the following actions:

1. Addition of Named Insureds. Add as named insureds under the D&O/E&O Policies the following newly formed entities: (a) Solara Consolidated Master Fund GP LLC; (b) Solara Consolidated Master Fund LP; (c) Solara International Feeder (Cayman) LP; and (d) Solara Tax-Exempt Feeder (Cayman) LP.

2. Extension of Individual Coverage. Extend coverage to the officers, directors, managers, and employees of the newly formed entities, including any individuals who serve in dual capacities across the existing and new entity structures. For the avoidance of doubt, this extension should encompass any individual who serves as an officer or manager of both Solara GP and Solara Consolidated Master Fund GP LLC, or who oth

3. Run-Off / Tail Coverage for Dissolving Entities. Provide run-off or tail coverage for the following dissolving entities and their respective officers, directors, managers, and employees with respect to any claims arising from acts, errors, or omissions occurring during the period of each entity's existence: (a) Solara Digital Partners Fund IV-A (Cayman) LP; (b) Solara Digital Partners Fund IV-B (Luxembourg) SCSp;

4. Confirmation of No Change of Control. Confirm that the Reorganization — including the formation of new entities, the contribution of portfolio assets, the dissolution of legacy offshore vehicles, and the migration of limited partners across fund vehicles — does not constitute a "change of control," "change in management," or other triggering event under the D&O/E&O Policies that would terminate, limit, modify, or

VI. Key Personnel and Governance Continuity We wish to emphasize that the Reorganization does not involve any change in the senior management, key personnel, or governance structure of the Solara platform. The following individuals will continue to serve in their current capacities throughout and following the completion of the Reorganization: Solara Digital Infrastructure GP LLC will remain the ultimate general part

VII. Timeline and Coordination We respectfully request that the endorsement to the D&O/E&O Policies be effective no later than September 15, 2025, which is the target date for the formation of the new entities under Step 1 of the Reorganization. It is essential that coverage be in place before the new entities commence operations and before the asset contribution steps (Steps 2 through 4) begin, so that the officers,

VIII. Third-Party Advisors Involved in the Reorganization For Hawkstone's reference and to facilitate any due diligence inquiries, we identify below the key professional advisors who are engaged in connection with the Reorganization: U.S. Tax Counsel: Calderwood & Harkness LLP Leonard Cross, Partner (Responsible Partner) Sylvia Hartwell, Partner (Billing Partner) 1900 K Street NW, Suite 1100, Washington, DC 20006 Cay

IX. Contact Information for Follow-Up For purposes of all communications regarding the endorsement request and the Reorganization, the primary contacts are as follows: Primary Contact (Insurance Matters): Priya Narasimhan, General Counsel Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801 Alternative Contact: Douglas Wexford, Chief Financial Officer Solara Digital Infrastructure LP 1

X. Confidentiality The information contained in this letter, including the description of the Reorganization, the identification of fund vehicles and investors, the financial data, and the details of the PLR submission, is confidential and proprietary to Solara and its affiliated entities. We respectfully request that Hawkstone treat all such information in strict accordance with the confidentiality provisions of the

1. Pre-reorganization organizational chart (PLR Exhibit A)

2. Post-reorganization organizational chart (PLR Exhibit B)

3. Step transaction diagrams (PLR Exhibit C)

4. Copies of formation documents (to be provided upon formation of new entities) Parameter | Amount Total FMV of assets to be contributed to Consolidated Master Fund | $7.75 billion Total adjusted tax basis of contributed assets | $6.03 billion Total built-in gain | $1.72 billion Total portfolio companies across all funds | 23 (11 in Fund IV vehicles; 12 in Fund V vehicles) Aggregate liabilities to be assumed by Cons