Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze and recommend the fair market value ("FMV") methodologies to be employed in valuing the portfolio company interests being contributed to Solara Consolidated Master Fund LP (the "Consolidated Master Fund") in connection with the five-step cross-border reorganization of the Solara Digital Infrastructure LP ("Solara" or the "Client") fund platform (the "R

II. Background and Context A. The Reorganization and the PLR Request Solara Digital Infrastructure LP is a Delaware limited partnership (EIN 82-4917366) originally formed on March 17, 2014, with its principal offices located at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. As of March 31, 2025, Solara manages approximately $14.7 billion in assets under management ("AUM") across its fund platform. Solara

III. Legal Standards for Fair Market Value Determinations A. Definition of Fair Market Value The standard definition of FMV for federal tax purposes is well established. Revenue Ruling 59-60, 1959-1 C.B. 237, defines FMV as: "the price at which the property would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell and both having reasonable knowledge of rele

IV. Valuation Methodologies — Detailed Analysis A. Income Approach — Discounted Cash Flow (DCF)

1. Overview and Application to Digital Infrastructure and SaaS Assets The discounted cash flow method values a business by projecting its expected future free cash flows over an explicit forecast period and then discounting those cash flows to their present value using an appropriate weighted average cost of capital ("WACC"). The DCF method also incorporates a terminal value, which represents the present value of all

2. Key Inputs and Assumptions The reliability and defensibility of the DCF analysis depend on the quality and reasonableness of the key inputs and assumptions employed. For each portfolio company, the following inputs must be carefully developed and documented: Projection Period. The explicit forecast period should generally be five to seven years, depending on the maturity and growth stage of the individual portfoli

3. Currency Considerations A subset of the portfolio companies are held through the Luxembourg vehicles (Fund IV-B Lux SCSp and Fund V-B Lux SCSp) and generate revenues and incur expenses denominated in euros. Crestline Cloud Solutions LLC, while organized as a Delaware LLC, is owned by Fund IV-B Lux SCSp and operates primarily in European markets with euro-denominated financials. Other portfolio companies held throu

4. Sensitivity Analysis We strongly recommend that Redstone present comprehensive sensitivity analysis for each DCF-based valuation, demonstrating the impact of changes in key assumptions on the concluded FMV. At a minimum, the sensitivity analysis should include: • A two-dimensional sensitivity table varying the discount rate (WACC) and the terminal growth rate (for Gordon Growth Model terminal values) or exit multi

1. Overview and Application The comparable company analysis method values portfolio companies by reference to the trading multiples of publicly traded companies that are comparable in terms of industry, size, growth profile, and risk characteristics. The method works by identifying a peer group of publicly traded comparable companies, calculating relevant valuation multiples (such as enterprise value to revenue, ente

2. Selection of Comparable Companies The selection of comparable companies is a critical step in the CCA process and must be carefully documented. The IRS may challenge the selected peer group as either too narrow (excluding relevant comparables that would produce different results) or too broad (including companies that are not sufficiently similar to the subject company). For the digital infrastructure portfolio co

3. Key Multiples The selection of appropriate valuation multiples should be driven by the financial characteristics of the subject company and the conventions of the relevant industry: EV/Revenue. This multiple is most relevant for high-growth SaaS companies (such as Crestline and Helix) where profitability may not yet be fully mature and revenue growth is the primary driver of value. EV/Revenue multiples in the ente

4. Adjustments and discounts Several adjustments may be required to translate the trading multiples of publicly traded comparable companies into an FMV for the non-publicly traded portfolio company interests: discount for Lack of Marketability (DLOM). A DLOM is applicable because the portfolio company interests are not publicly traded and are subject to transfer restrictions typical of private equity fund investments

1. Overview and Application The precedent transaction analysis method values assets by reference to the multiples paid in recent mergers and acquisitions ("M&A") transactions involving comparable target companies. The method identifies relevant transactions, calculates the implied valuation multiples (based on the transaction price and the target's financial metrics), and applies those multiples to the subject compan

2. Selection of Comparable Transactions Redstone should identify recent transactions (within approximately two to three years of the valuation date) involving target companies in the following categories: • Data center acquisitions, including acquisitions of colocation facilities, hyperscale data center campuses, and managed hosting businesses; • Fiber-optic network acquisitions, including acquisitions of metro and l

3. Key Multiples and Adjustments The key valuation multiples derived from precedent transactions are the same categories as those used in CCA — EV/Revenue, EV/EBITDA, and industry-specific multiples (EV/MW, EV/Route-Mile, EV/Subscribers). However, precedent transaction multiples require careful adjustments: Control Premium Adjustment. Precedent transaction prices typically reflect a control premium paid by the acquir

1. Overview. The asset-based or cost approach values a business based on the net asset value of its underlying tangible and intangible assets. Under this approach, the FMV of the business is determined by summing the FMV of all individual assets (including tangible assets such as real property, equipment, and inventory, and intangible assets such as technology, customer relationships, and trade names) and subtracting

2. Limited Applicability The asset-based approach is generally not recommended as the primary valuation methodology for any of the 23 portfolio companies in the Reorganization. All 23 companies are operating businesses with significant going-concern value and substantial intangible assets — including customer relationships, proprietary technology and software, brand and reputation, trained workforce, and contractual