Contract analysis

1. Background and Context of the Reorganization 1.1 Existing Fund Platform Structure To provide appropriate context for the valuation engagement, we set forth below a description of Solara's existing fund platform architecture. Solara currently operates through six parallel fund vehicles organized across three jurisdictions — Delaware, the Cayman Islands, and Luxembourg. The parallel fund structure was designed to ac

2. Scope of Valuation Engagement 2.1 Portfolio Companies to Be Appraised Redstone is engaged to prepare independent FMV appraisals of all twenty-three (23) portfolio company interests being transferred from the four legacy offshore fund vehicles to the Consolidated Master Fund LP in connection with the reorganization. Of these twenty-three portfolio companies, eleven (11) are held by the Fund IV vehicles (Fund IV-A C

3. Valuation Methodology Guidance 3.1 Acceptable Methodologies For purposes of the PLR submission to the IRS, Redstone should employ one or more of the following recognized valuation methodologies, each of which is well-established in the appraisal profession and has been accepted by the IRS in similar contexts: (a) discounted Cash Flow ("DCF") Analysis. DCF analysis is the preferred primary valuation method for oper

4. Valuation Date The applicable valuation date for each portfolio company interest should be coordinated with the target dates for each contribution step in the reorganization, as follows: • Fund IV-A Cayman assets (contributed in Step 2): Valuation date of October 1, 2025. • Fund IV-B Luxembourg assets (contributed in Step 3): Valuation date of October 15, 2025. • Fund V-A Cayman and Fund V-B Luxembourg assets (con

5. Timeline and Delivery Schedule The following timeline has been established for Redstone's work product deliveries, coordinated with the overall PLR submission schedule: The July 1, 2025 date for draft appraisals is aligned with Calderwood & Harkness's target date for circulating the draft PLR request to the client for review and comment. It is important that Redstone's draft appraisals be available by this date so

6. Data and Information Access Redstone will receive access to the following information sources in connection with its valuation work: (a) Financial Statements and Management Accounts. Audited and unaudited financial statements, management accounts, operating budgets, revenue forecasts, and business plans for all twenty-three (23) portfolio companies will be provided by Solara. The primary contacts for these materia

7. Confidentiality and Privilege All work product produced by Redstone in connection with this engagement is being prepared at the direction of counsel — specifically, Calderwood & Harkness LLP — for the purpose of rendering legal advice to Solara in connection with the PLR request. Redstone is engaged as a consulting expert and advisor to counsel, and its appraisal reports and related work product are prepared in fu

8. Coordination with Other Advisors The reorganization involves a complex, multi-jurisdictional advisory team. Redstone should coordinate its work with the following advisors, as described below: (a) Caldwell Pierce & Co. LLP. Redstone should coordinate closely with Helen Okamoto, Partner, at Caldwell Pierce for purposes of obtaining tax-basis data and preparing the FMV-to-tax-basis reconciliation workpaper. Caldwell

9. Fee Arrangements and Billing Redstone's fee arrangement and engagement terms are being negotiated directly between Redstone Advisory Group LLC and Solara Digital Infrastructure LP. This cover memorandum serves to transmit the scope of the valuation engagement and the instructions of counsel on behalf of Solara; the formal engagement letter between Redstone and Solara, setting forth the fee structure, payment terms

10. Contact Information For ease of reference, the primary contact information for this engagement is summarized below: Calderwood & Harkness LLP: Solara Digital Infrastructure LP: Engagement Number: 20250527-SDILP-PLR All correspondence, data transmittals, and deliverables in connection with this engagement should reference the engagement number set forth above. Closing We respectfully request that Redstone confirm