Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the implications of the proposed five-step cross-border reorganization of the Solara Digital Infrastructure LP fund platform on two existing subscription credit facilities, and to identify the specific provisions in each credit agreement that are triggered by the reorganization and that will require affirmative lender consent and, in all likelihood, fo

II. Background A. Overview of the Reorganization Solara Digital Infrastructure LP (EIN 82-4917366) is undertaking a comprehensive reorganization of its fund platform. The reorganization involves the consolidation of four offshore parallel fund vehicles — two organized under Cayman Islands law and two organized under Luxembourg law — into a newly formed Delaware-domiciled master fund structure, Solara Consolidated Mas

1. Fund IV Subscription Credit Facility The Fund IV subscription credit facility is a $1.1 billion revolving credit facility with the following key terms and characteristics: Borrower. The borrower is Solara Digital Partners Fund IV LP (EIN 85-2103748), a Delaware limited partnership. Fund IV is a 2021 vintage fund with total capital commitments of $4.2 billion, of which approximately 72% has been deployed as of the

2. Fund V Subscription Credit Facility The Fund V subscription credit facility is a $1.5 billion revolving credit facility with the following key terms and characteristics: Borrower. The borrower is Solara Digital Partners Fund V LP (EIN 88-3467219), a Delaware limited partnership. Fund V is a 2023 vintage fund with total capital commitments of $5.6 billion, of which approximately 38% has been deployed as of the date

III. Analysis of Triggered Credit Agreement Provisions — Fund IV Facility This Section analyzes each category of provisions in the Fund IV subscription credit agreement that is triggered or implicated by the proposed reorganization, and assesses whether lender consent, credit agreement amendment, or both are required. A. Change of Control Provisions Subscription credit facilities customarily include change-of-control

1. Breach of change-of-control provisions. If the reorganization is determined to constitute a change-of-control event and the borrower has not obtained prior consent or a waiver, the occurrence of the change-of-control event would constitute an event of default.

2. Unauthorized transfer of assets. The contribution of portfolio assets from Fund IV-A Cayman and Fund IV-B Lux to the Consolidated Master Fund LP without lender consent could constitute a breach of the transfer restrictions in the credit agreement.

3. Breach of negative covenants. The dissolution of Fund IV-A Cayman and Fund IV-B Lux could constitute a breach of negative covenants prohibiting mergers, consolidations, or dissolutions without lender consent.

4. Material misrepresentation. If the borrower submits a borrowing request or borrowing base certificate after the reorganization steps have occurred and reaffirms organizational representations that are no longer accurate, the submission of such certificate could constitute a material misrepresentation. An event of default under the Fund IV facility would have severe consequences, including potential acceleration of

IV. Analysis of Triggered Credit Agreement Provisions — Fund V Facility This Section analyzes the same categories of credit agreement provisions for the Fund V facility. The analysis is substantially similar to the Fund IV analysis, but several features of the Fund V facility introduce additional complexity, including the dual-lender structure, the administrative agent role of Sentinel Capital Markets, the larger fac

V. Interaction with LP Consent Process Limited partner consent for the reorganization is being solicited separately under the amendment provisions of the Fund IV and Fund V limited partnership agreements. Preliminary consent representing approximately 78% of limited partner interests (by committed capital) was obtained at the LPAC meeting held on April 22, 2025. The formal consent solicitation process is ongoing, and

VI. Impact of $1.34 Billion Aggregate Liability Assumption The reorganization involves the assumption by Consolidated Master Fund LP of approximately $1.34 billion in aggregate portfolio-level debt currently held across all four offshore vehicles. This portfolio-level debt consists of project-level financing, acquisition financing, and other indebtedness incurred at the portfolio company level, the obligations of whi

VII. Timing Considerations and Recommended Sequence Based on the foregoing analysis, we recommend the following timeline for the credit facility consent process: June–July 2025: Prepare Consent Request Letters and Draft Amendments. Working with the Solara legal and finance teams, we should prepare comprehensive consent request letters for both the Fund IV facility and the Fund V facility, together with draft consent

VIII. Scope of Required Consents and Amendments A. Fund IV Subscription Facility — Consent and Amendment Parties to the Consent and Amendment. The consent and amendment agreement for the Fund IV facility should be executed by: (i) Solara Digital Partners Fund IV LP, as borrower; (ii) Solara Digital Infrastructure GP LLC, as general partner of the borrower; and (iii) Ashford National Bank, N.A., as lender. Scope of Co

IX. Insurance Considerations — Cross-Reference The reorganization will also require notification to, and endorsement from, the fund's directors and officers / errors and omissions ("D&O/E&O") insurance carrier. The current D&O/E&O policy is provided by Hawkstone Specialty Insurance Co. and maintained as a $50 million aggregate policy. The primary contact at Hawkstone is Neil Braddock, Senior Underwriter, located at 1

X. Recommendations Based on the foregoing analysis, we make the following recommendations:

1. Prepare consent request letters for both the Fund IV facility (addressed to Thomas Greenleaf, Managing Director, Fund Finance, Ashford National Bank, N.A.) and the Fund V facility (addressed to Thomas Greenleaf at Ashford National Bank and Laura Pak, Vice President, at Sentinel Capital Markets LLC). The consent request letters should describe the reorganization in detail, identify the credit agreement provisions t

2. Draft consent and amendment agreements for both facilities. The amendments should update all relevant definitions, schedules, organizational charts, representations, warranties, and borrowing base provisions to reflect the post-reorganization structure. The draft amendments should be included with the consent request letters for lender review.

3. Coordinate with the LP consent process. Diana Carruthers at Whitfield, Carruthers & Doyle LLP should be informed that lender consent requests are being submitted and may be asked by the lenders to provide evidence of LP approval status. Ms. Carruthers should be prepared to issue a comfort letter or similar confirmation to the lenders upon request.

4. Coordinate with the Solara CFO. Douglas Wexford, CFO of Solara Digital Infrastructure LP, should be engaged to provide updated financial information, organizational charts, and other supporting documentation to the lenders as part of the consent request packages. The lenders will likely require current financial statements, borrowing base calculations, and a detailed description of the post-reorganization debt str

5. Obtain consents before Step 2 (October 1, 2025). The consent and amendment process should be managed to ensure that both facilities' consents are fully executed before the Step 2 effective date. If lender review requires additional time beyond what the proposed timeline allows, the team should consider whether Steps 2 through 5 can be compressed into a shorter time frame or deferred to later dates, while maintaini

6. Address both facilities simultaneously. To avoid cross-default risk, the consent requests for both the Fund IV facility and the Fund V facility should be submitted at the same time, and the consent and amendment process for both facilities should be coordinated so that both are resolved on or about the same date.

7. Disclose the $1.34 billion liability assumption to the lenders in the consent request letters and provide a detailed summary of the post-reorganization debt structure of the Consolidated Master Fund LP. The disclosure should include a breakdown of the portfolio-level liabilities being assumed, the sources of those liabilities, and the impact (if any) on financial covenants, leverage ratios, or reporting obligation

XI. Conclusion Both the Fund IV subscription credit facility ($1.1 billion revolving facility with Ashford National Bank) and the Fund V subscription credit facility ($1.5 billion revolving facility with Ashford National Bank and Sentinel Capital Markets) contain provisions that are triggered by the proposed five-step cross-border reorganization of the Solara Digital Infrastructure fund platform. The triggered provis