Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP serves as U.S. tax counsel to Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership (EIN: 82-4917366), headquartered at 1200 Market Street, Suite 3400, Wilmington, DE 19801. We are writing on behalf of Solara and Solara Digital Partners Fund V LP ("Fund V" or the "Borrower"), a Delaware limited partnership (vintage 2023; final clos

2. Background — Solara Fund Platform 2.1 Overview of Solara Solara Digital Infrastructure LP is a Delaware-based private equity sponsor founded on March 17, 2014, by Viktor Raines, who serves as Managing Partner. As of March 31, 2025, Solara has approximately $14.7 billion in assets under management. Solara's investment strategy is focused principally on two verticals: (i) digital infrastructure, including data cente

3. Description of the Proposed Reorganization 3.1 Business Rationale The Reorganization is motivated by four principal considerations: First, Operational Cost Reduction. The current three-vehicle parallel fund structure for each of Fund IV and Fund V requires the maintenance of duplicative offshore administration, audit, legal, and regulatory infrastructure across the Cayman Islands and Luxembourg. Solara has identif

4. Consent Required Under the Credit Agreement Based on our review of the Credit Agreement, we have identified the following provisions that are triggered, or potentially triggered, by the Reorganization and that we believe require the consent of Ashford (as co-lender) and Sentinel (as administrative agent and co-lender): (a) Change of Control Provisions. The Credit Agreement contains provisions that restrict or requ

5. Impact on the Fund V Credit Facility Solara and Fund V wish to assure the lenders that the Reorganization is not expected to materially adversely affect the credit profile, borrowing capacity, or repayment ability of Fund V LP under the Fund V Credit Facility. The principal points supporting this assurance are as follows: 5.1 Preservation of the Unfunded Commitment Base The unfunded capital commitment base support

6. Private Letter Ruling Request Calderwood & Harkness LLP is currently preparing a private letter ruling ("PLR") request on behalf of Solara, to be submitted to the Internal Revenue Service Office of the Associate Chief Counsel (International) and the Office of the Associate Chief Counsel (Passthroughs & Special Industries). The target submission date for the PLR request is August 15, 2025. The PLR request will seek

7. Timeline The following is a summary of the key dates relevant to this consent request: In light of the foregoing timeline, we respectfully request that lender consent be delivered no later than a date sufficiently in advance of November 1, 2025 to permit the orderly preparation and execution of Step 4. Ideally, we would appreciate receiving the consent of Ashford and Sentinel on or before October 1, 2025, to allow

8. Related Consent Request — Fund IV Credit Facility As noted above, a parallel consent request is being submitted concurrently to Ashford National Bank, N.A. under the separate $1.1 billion Fund IV subscription revolving credit facility. The Fund IV consent request relates to the same Reorganization but covers Steps 2 and 3 — specifically, the contribution by Fund IV-A (Cayman) LP of its portfolio assets to the Cons

9. Draft Consent Agreement Enclosed with this letter is the Draft Lender Consent Agreement — Fund V Subscription Facility (the "Draft Consent"), which sets forth the proposed form of consent and any necessary amendments to the Credit Agreement to reflect the post-Reorganization structure. The Draft Consent has been prepared for discussion purposes and is subject to the review and comment of Ashford and Sentinel. We i

10. Available Information and Contacts We are prepared to provide any additional information or documentation that may be requested by the lenders in connection with their review of this consent request. The following categories of information and documentation are available upon request: • Current organizational charts reflecting the pre-Reorganization and post-Reorganization structures of the Fund V platform • Step

11. Confidentiality The information contained in this letter and in any enclosures or supplemental materials provided in connection with this consent request is confidential and proprietary to Solara and Fund V. Such information is provided solely for the purpose of obtaining lender consent under the Fund V Credit Facility and should not be disclosed, distributed, or used for any other purpose. We respectfully reques