Contract analysis

I. Introduction and Purpose This firm represents Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership with its principal offices at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801, and its affiliates, in connection with a cross-border fund-platform reorganization described in greater detail herein. We write this letter on behalf of Solara Digital Partners Fund IV LP ("Fund

II. Background — Solara Fund Platform A. Overview of Solara Digital Infrastructure LP Solara Digital Infrastructure LP is a Delaware-based private equity sponsor founded on March 17, 2014. As of March 31, 2025, Solara manages approximately $14.7 billion in assets under management across investment strategies focused on digital infrastructure — including data centers, fiber-optic networks, and edge computing facilitie

III. Description of the Proposed Reorganization A. Business Rationale The Proposed Reorganization is motivated by several converging factors that, taken together, support a strategic realignment of Solara's offshore fund architecture. Specifically: (i) Operational Cost Reduction. Solara currently incurs approximately $3.8 million per annum in duplicative offshore administration, audit, regulatory filing, and complian

IV. Impact on Fund IV and the Credit Agreement A. Continued Existence of Fund IV LP We wish to emphasize at the outset that Solara Digital Partners Fund IV LP — the Borrower under the Credit Agreement — will continue to exist as a Delaware limited partnership following the consummation of the Proposed Reorganization. Fund IV LP is not being merged, dissolved, consolidated, or otherwise terminated as part of the Propo

V. Representative Key Investors To provide Ashford with additional context regarding the stability and composition of Fund IV's investor base — and to illustrate that the Proposed Reorganization involves an orderly migration of existing investors into a streamlined structure rather than a change in the underlying investor pool — we set forth below a representative sample of Fund IV's limited partners: As illustrated

VI. Private Letter Ruling Request Solara has retained this firm, Calderwood & Harkness LLP, to prepare and submit a private letter ruling ("PLR") request to the Internal Revenue Service's Office of the Associate Chief Counsel (International) ("CC:INTL") to confirm the intended tax-free treatment of the multi-step Proposed Reorganization. Given the magnitude of the built-in gain inherent in the contributed assets (app

VII. Advisors and Counsel Involved For Ashford's reference, the following advisors and counsel are engaged in connection with the Proposed Reorganization: • Calderwood & Harkness LLP — U.S. tax counsel to Solara and its affiliates. Leonard Cross, Partner, serves as the responsible partner for the engagement. Sylvia Hartwell, Partner, serves as the billing partner. • Whitfield, Carruthers & Doyle LLP — outside counsel

VIII. Specific Consent Requested Based on the foregoing, we respectfully and formally request that Ashford National Bank, N.A., as Lender under the $1.1 billion subscription revolving credit facility for Fund IV pursuant to the Credit Agreement, provide its consent to each of the following: (a) The contribution of all portfolio assets of Fund IV-A (Cayman) LP to the Consolidated Master Fund LP in exchange for a limit

IX. Timeline and Requested Response Date Set forth below is a summary of the key dates in the Proposed Reorganization timeline that are relevant to the Facility and the consent process: As reflected above, the first transaction step directly implicating Fund IV's parallel vehicles (Step 2 — the Fund IV-A Cayman asset contribution) is targeted for October 1, 2025. In order to allow adequate time for the negotiation an

X. Contacts and Further Information For questions regarding the Proposed Reorganization, this consent request, or any related matters, please do not hesitate to contact the following individuals: Counsel to Solara: Leonard Cross, Partner Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Tel: (202) 555-7412 Email: lcross@calderwoodharkness.com Robert Jansen, Associate Calderwood & Harkness LL

XI. Confidentiality Notice This letter and its contents are confidential and are subject to the attorney-client privilege, the work product doctrine, and such other privileges and protections as may apply. The information contained herein regarding the Proposed Reorganization, including the identities of investors, the financial parameters of the transaction, and the details of the PLR request, is furnished to Ashfor

1. Draft Consent and Amendment Agreement

2. Pre-Reorganization Organizational Charts

3. Post-Reorganization Organizational Charts

4. Step Transaction Diagrams CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — ATTORNEY WORK PRODUCT This communication is intended solely for the use of the addressee and may contain information that is privileged, confidential, or otherwise protected from disclosure. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this communication in error, please notify the sender immediat