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FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SOLARA DIGITAL PARTNERS FUND IV LP

A Delaware Limited Partnership

Dated as of [●], 2025

DRAFT — Subject to Review and Approval

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PREAMBLE

This First Amendment (the "Amendment") to the Amended and Restated Agreement of Limited Partnership of Solara Digital Partners Fund IV LP, a Delaware limited partnership (EIN: 85-2103748) (the "Partnership" or "Fund IV"), dated as of the final close date of June 15, 2021 (as the same may have been supplemented or modified prior to the date hereof, the "Partnership Agreement"), is entered into as of [●], 2025 (the "Execution Date"), by and among:

(1) Solara Digital Infrastructure GP LLC, a Delaware limited liability company (EIN: 82-4917365), in its capacity as the general partner of the Partnership (the "General Partner"), with its registered office at Capitol Registered Agents Inc., 850 New Burton Road, Suite 201, Dover, DE 19904, and its principal place of business at 1200 Market Street, Suite 3400, Wilmington, DE 19801; and

(2) The limited partners of the Partnership listed on the Schedule of Partners attached hereto as Schedule A (collectively, the "Limited Partners" and, together with the General Partner, the "Partners").

The General Partner is managed by Viktor Raines, Managing Partner & Founder of Solara Digital Infrastructure LP, a Delaware limited partnership.

RECITALS

WHEREAS, the following recitals are made as a basis for, and form an integral part of, this Amendment:

A. Formation and Existing Structure. The Partnership was formed as a Delaware limited partnership on or about 2021 pursuant to the filing of a Certificate of Limited Partnership with the Secretary of State of the State of Delaware. The Partnership held its final close on June 15, 2021, with total committed capital of Four Billion Two Hundred Million Dollars ($4,200,000,000) (vintage 2021). As of the date hereof, the Partnership is approximately seventy-two percent (72%) deployed against its aggregate capital commitments. The General Partner of the Partnership is Solara Digital Infrastructure GP LLC, a Delaware limited liability company. The Partnership is one component of a parallel fund structure maintained by Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership (EIN: 82-4917366), a private equity and infrastructure investment platform with approximately Fourteen Billion Seven Hundred Million Dollars ($14,700,000,000) in assets under management as of March 31, 2025, invested across digital infrastructure and enterprise SaaS verticals, including data center operations, fiber-optic network infrastructure, edge computing platforms, and related technology-enabled services.

B. Parallel Fund Vehicles. The Partnership operates alongside the following parallel fund vehicles, which were established to accommodate different investor bases, regulatory considerations, and tax structuring objectives:

(i) Solara Digital Partners Fund IV-A (Cayman) LP ("Fund IV-A Cayman"), a Cayman Islands exempted limited partnership (U.S. EIN: 98-6241503; Cayman Islands Monetary Authority ("CIMA") Registration Number: MF-72491), with a registered office at Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111, Cayman Islands. Fund IV-A Cayman has a fund size of One Billion Eight Hundred Fifty Million Dollars ($1,850,000,000) and serves as a parallel fund for non-U.S. investors and U.S. tax-exempt investors. The general partner of Fund IV-A Cayman is Solara Offshore GP Ltd., a Cayman Islands exempted company.

(ii) Solara Digital Partners Fund IV-B (Luxembourg) SCSp ("Fund IV-B Lux"), a Luxembourg société en commandite spéciale (U.S. EIN: 98-6241571; Luxembourg Registre de Commerce et des Sociétés ("RCS") number: B 248193), with a registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, Grand Duchy of Luxembourg. Fund IV-B Lux has a fund size of One Billion One Hundred Fifty Million Euros (€1,150,000,000) (approximately One Billion Two Hundred Forty Million Dollars ($1,240,000,000) at a EUR/USD exchange rate of 1.08). The general partner (gérant commandité) of Fund IV-B Lux is Solara Luxembourg Management S.à r.l., a Luxembourg société à responsabilité limitée (RCS: B 248194).

C. Fund V Parallel Structure. Solara also sponsors Solara Digital Partners Fund V LP ("Fund V"), a Delaware limited partnership (EIN: 88-3467219), with Five Billion Six Hundred Million Dollars ($5,600,000,000) in committed capital (vintage 2023; approximately thirty-eight percent (38%) deployed as of the date hereof), together with its parallel vehicles: (i) Solara Digital Partners Fund V-A (Cayman) LP ("Fund V-A Cayman") (U.S. EIN: 98-7891234; CIMA Registration: MF-89103), with Two Billion Four Hundred Fifty Million Dollars ($2,450,000,000) in committed capital, and (ii) Solara Digital Partners Fund V-B (Luxembourg) SCSp ("Fund V-B Lux") (U.S. EIN: 98-7891267; RCS: B 271056), with One Billion Three Hundred Eighty Million Euros (€1,380,000,000) (approximately One Billion Four Hundred Ninety Million Dollars ($1,490,000,000)) in committed capital. Fund V and its parallel vehicles are undergoing a corresponding reorganization that is being implemented concurrently with the Reorganization (as defined below) of Fund IV and its parallel vehicles.

D. Business Rationale for Reorganization. The General Partner and SDILP have determined, after careful analysis and consultation with their legal, tax, accounting, and financial advisors, that a cross-border reorganization of the fund platform (the "Reorganization") is in the best interests of the Partnership and its Partners. The Reorganization is motivated by the following considerations:

(i) Operational Cost Reduction. The current multi-jurisdiction structure incurs approximately Three Million Eight Hundred Thousand Dollars ($3,800,000) annually in duplicative offshore administration, audit, regulatory compliance, and governance fees across the Cayman Islands and Luxembourg vehicles. The Reorganization is projected to reduce ongoing annual platform operating expenses by approximately Two Million Five Hundred Thousand Dollars ($2,500,000) through the elimination of redundant service providers, regulatory filings, and local compliance requirements.

(ii) Impact of OECD Pillar Two GloBE Rules. The forthcoming implementation of the Organisation for Economic Co-operation and Development ("OECD") Pillar Two Global Anti-Base Erosion ("GloBE") rules, which become effective for Solara's Luxembourg entities from fiscal year 2025 onward, substantially diminishes the tax efficiency benefits historically associated with the Luxembourg SCSp structures. The qualified domestic minimum top-up tax and income inclusion rules under Pillar Two will subject income allocated through the Luxembourg vehicles to additional taxation, thereby eliminating much of the tax benefit that originally motivated the use of such structures.

(iii) Simplified FATCA and CRS Compliance. The consolidation of the offshore vehicles into a Delaware-domiciled master fund structure will simplify compliance with the Foreign Account Tax Compliance Act ("FATCA") and the Common Reporting Standard ("CRS"), reducing the number of reporting jurisdictions and eliminating certain intergovernmental agreement ("IGA") reporting obligations associated with the Cayman Islands and Luxembourg vehicles.

(iv) LP-Requested Governance Simplification. Multiple Limited Partners, including institutional investors and their advisory committees, have requested that Solara simplify the governance and reporting framework across the platform, reduce the number of separate fund vehicles to which they must commit capital, and streamline the decision-making processes associated with cross-vehicle transactions and co-investment opportunities.

E. Description of the Reorganization. The Reorganization involves a multi-step transaction designed to consolidate the offshore parallel fund vehicles into a newly established Delaware-domiciled master fund structure. The Reorganization consists of five integrated steps planned for execution in the fourth quarter of 2025, with a target effective date of December 1, 2025 (the "Target Effective Date"), as follows:

Step 1 — Formation of New Entities (Target: September 15, 2025). Formation of the following new entities: (a) Solara Consolidated Master Fund GP LLC, a Delaware limited liability company (the "Master Fund GP"); (b) Solara Consolidated Master Fund LP, a Delaware limited partnership (the "Master Fund" or the "Consolidated Master Fund"); (c) Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership (the "International Feeder"); and (d) Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership (the "Tax-Exempt Feeder"). In connection with the formation of each new entity, IRS Form 8832 check-the-box elections shall be filed, pursuant to which each new entity shall elect to be classified as a partnership for U.S. federal income tax purposes under Treasury Regulations Section 301.7701-3.

Step 2 — Contribution of Fund IV-A Cayman Assets (Target: October 1, 2025). Fund IV-A Cayman shall contribute all of its portfolio assets to the Master Fund in exchange for a limited partnership interest in the Master Fund. The portfolio assets to be contributed by Fund IV-A Cayman have an aggregate fair market value ("FMV") of Two Billion Three Hundred Ten Million Dollars ($2,310,000,000), an aggregate adjusted tax basis of One Billion Six Hundred Twenty Million Dollars ($1,620,000,000), and an aggregate built-in gain of Six Hundred Ninety Million Dollars ($690,000,000). This contribution is intended to qualify as a tax-free contribution under Section 721(a) of the Internal Revenue Code of 1986, as amended (the "Code" or "IRC"), with carryover basis under IRC § 723 and tacking of the holding period under IRC § 1223(2).

Step 3 — Contribution of Fund IV-B Luxembourg Assets (Target: October 15, 2025). Fund IV-B Lux shall contribute all of its portfolio assets to the Master Fund in exchange for a limited partnership interest in the Master Fund. The portfolio assets to be contributed by Fund IV-B Lux have an aggregate FMV of One Billion Seventy Million Euros (€1,070,000,000) (approximately One Billion One Hundred Sixty Million Dollars ($1,160,000,000) at a EUR/USD exchange rate of 1.08), an aggregate adjusted tax basis of Seven Hundred Eighty-Two Million Euros (€782,000,000) (approximately Eight Hundred Forty-Four Million Six Hundred Thousand Dollars ($844,600,000)), and an aggregate built-in gain of Two Hundred Eighty-Eight Million Euros (€288,000,000) (approximately Three Hundred Eleven Million Dollars ($311,000,000)). This contribution is intended to qualify as a tax-free contribution under IRC § 721(a), with carryover basis under IRC § 723 and tacking of the holding period under IRC § 1223(2).

Step 4 — Contribution of Fund V Offshore Assets (Target: November 1, 2025). Fund V-A Cayman and Fund V-B Lux shall each contribute their respective portfolio assets to the Master Fund in exchange for limited partnership interests in the Master Fund. These contributions are similarly intended to qualify as tax-free contributions under IRC § 721(a), with carryover basis and holding period tacking as described above.

Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target: December 1, 2025). The four legacy offshore vehicles — Fund IV-A Cayman, Fund IV-B Lux, Fund V-A Cayman, and Fund V-B Lux (collectively, the "Legacy Offshore Vehicles") — shall each be dissolved in accordance with the laws of their respective jurisdictions of formation, and each such dissolving entity shall distribute its limited partnership interest in the Master Fund to its existing limited partners. Following such dissolution and distribution: (a) non-U.S. limited partners shall be enrolled as limited partners of the International Feeder; (b) U.S. tax-exempt limited partners shall be enrolled as limited partners of the Tax-Exempt Feeder; and (c) both the International Feeder and the Tax-Exempt Feeder shall invest in the Master Fund. These distributions are intended to qualify as tax-free distributions under IRC § 731(a).

The resulting structure shall be as follows: Two Cayman Islands feeder limited partnerships (the International Feeder and the Tax-Exempt Feeder) shall feed into the Master Fund. U.S. taxable investors (such as Argyle Family Office Holdings LLC and similar limited partners) shall remain directly in Fund IV LP and Fund V LP, respectively, which shall co-invest alongside the Master Fund pursuant to co-investment arrangements.

F. Aggregate Financials of the Reorganization. The aggregate financial parameters of the Reorganization are as follows:

• Total FMV of assets being transferred to the Master Fund: Seven Billion Seven Hundred Fifty Million Dollars ($7,750,000,000).

• Total adjusted tax basis of assets being transferred to the Master Fund: Six Billion Thirty Million Dollars ($6,030,000,000).

• Total aggregate built-in gain: One Billion Seven Hundred Twenty Million Dollars ($1,720,000,000).

• Total number of portfolio companies across all funds affected by the Reorganization: Twenty-three (23), of which eleven (11) are held by Fund IV vehicles and twelve (12) are held by Fund V vehicles.

• Aggregate liabilities to be assumed by the Master Fund: One Billion Three Hundred Forty Million Dollars ($1,340,000,000).

G. Representative Portfolio Company Interests Affected. Among the key portfolio company interests held by Fund IV parallel vehicles that will be transferred to the Master Fund in connection with the Reorganization are the following:

(i) NovaBright Data Systems Inc. (a Delaware corporation; data center operator): FMV of Eight Hundred Ninety Million Dollars ($890,000,000), adjusted tax basis of Five Hundred Twenty Million Dollars ($520,000,000), and built-in gain of Three Hundred Seventy Million Dollars ($370,000,000). This interest is currently held sixty percent (60%) by Fund IV-A Cayman and forty percent (40%) by Fund IV LP.

(ii) Crestline Cloud Solutions LLC (a Delaware limited liability company, treated as a disregarded entity for U.S. federal income tax purposes): FMV of Three Hundred Forty Million Euros (€340,000,000) (approximately Three Hundred Sixty-Seven Million Dollars ($367,000,000)), adjusted tax basis of One Hundred Ninety-Five Million Euros (€195,000,000) (approximately Two Hundred Eleven Million Dollars ($211,000,000)), and built-in gain of One Hundred Forty-Five Million Euros (€145,000,000) (approximately One Hundred Fifty-Six Million Dollars ($156,000,000)). This interest is currently held one hundred percent (100%) by Fund IV-B Lux.

(iii) Thorngate Fiber Networks LP (a Delaware limited partnership; fiber-optic network operator): FMV of Six Hundred Seventy Million Dollars ($670,000,000), adjusted tax basis of Four Hundred Ninety Million Dollars ($490,000,000), and built-in gain of One Hundred Eighty Million Dollars ($180,000,000). This interest is currently held one hundred percent (100%) by Fund IV-A Cayman.

For the avoidance of doubt, Fund IV LP's direct portfolio holdings — including, without limitation, its forty percent (40%) interest in NovaBright Data Systems Inc. — are not being contributed to the Master Fund and will remain held directly by Fund IV LP, which will co-invest alongside the Master Fund following the consummation of the Reorganization.

H. Private Letter Ruling Request. Solara and the General Partner, through their U.S. tax counsel, Calderwood & Harkness LLP (engagement number: 20250527-SDILP-PLR), have prepared and intend to submit a private letter ruling request (the "PLR Request") to the Internal Revenue Service ("IRS"), Office of the Associate Chief Counsel (International), with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs & Special Industries). The PLR Request will seek confirmation of the tax-free treatment of the Reorganization under, among other provisions, IRC §§ 721(a), 721(b), 731(a), 731(c), 752, 704(c), 367, and 1446. The target submission date for the PLR Request is August 15, 2025. In connection with the PLR Request, an IRS user fee of Thirty-Eight Thousand Dollars ($38,000) shall be payable to the United States Treasury.

I. LPAC and LP Consent. At a duly convened meeting of the LP Advisory Committee ("LPAC") held on April 22, 2025, the LPAC — which was advised by Whitfield, Carruthers & Doyle LLP, counsel to the LPAC (with Diana Carruthers serving as key attorney and principal point of contact) — provided preliminary consent to the Reorganization. The members of the LPAC voting in favor of such preliminary consent represent seventy-eight percent (78%) in interest of the Partners. The Partnership Agreement requires the consent of the Limited Partners for certain actions, including the amendment thereof and the authorization of transactions of the nature contemplated by the Reorganization. The General Partner is soliciting the consent of the Limited Partners to this Amendment and the transactions contemplated hereby.

J. Lender and Third-Party Consents. The Reorganization requires consent under the Partnership's One Billion One Hundred Million Dollar ($1,100,000,000) revolving subscription credit facility (the "Subscription Facility") with Ashford National Bank, N.A. ("Ashford"), administered by Thomas Greenleaf, Managing Director, Fund Finance, whose offices are located at 225 West Wacker Drive, Suite 5000, Chicago, IL 60606. The Subscription Facility contains change-of-control, borrowing base, and collateral assignment provisions that are implicated by the Reorganization, and accordingly, lender consent and possible facility amendments are required prior to the consummation of the Reorganization Steps. Notification and/or endorsement is also required from Hawkstone Specialty Insurance Co. ("Hawkstone"), the provider of the Partnership's directors' and officers' liability and errors and omissions insurance coverage, which has an aggregate policy limit of Fifty Million Dollars ($50,000,000). The principal contact at Hawkstone is Neil Braddock, Senior Underwriter. Additionally, fund administration transition coordination is required with Clarendon Fund Services Ltd. ("Clarendon"), the Partnership's fund administrator, with Rachel Okonkwo, Client Relationship Director, serving as the principal liaison.

K. Authorization. The General Partner has determined, in its reasonable business judgment and in the exercise of its fiduciary duties under applicable law and the Partnership Agreement, that the Reorganization and this Amendment are in the best interests of the Partnership and the Partners, and has authorized the execution and delivery of this Amendment and the related Transaction Documents (as defined below).

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms

For the purposes of this Amendment, the following terms shall have the meanings set forth below. All capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Partnership Agreement.

"Amendment" means this First Amendment to the Amended and Restated Agreement of Limited Partnership of Solara Digital Partners Fund IV LP, as the same may be further amended, supplemented, or modified from time to time in accordance with its terms.

"Amendment Effective Date" means the date on which the requisite LP consent has been obtained in accordance with the Partnership Agreement and this Amendment has been duly executed and delivered by the General Partner and the requisite Limited Partners.

"Consolidated Master Fund" or "Master Fund" means Solara Consolidated Master Fund LP, a Delaware limited partnership to be formed in connection with the Reorganization as described in Step 1 of the Recitals.

"Fund IV-A Cayman" means Solara Digital Partners Fund IV-A (Cayman) LP, a Cayman Islands exempted limited partnership (U.S. EIN: 98-6241503; CIMA Registration: MF-72491).

"Fund IV-B Lux" means Solara Digital Partners Fund IV-B (Luxembourg) SCSp, a Luxembourg société en commandite spéciale (U.S. EIN: 98-6241571; RCS: B 248193).

"International Feeder" means Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed in connection with the Reorganization as described in Step 1 of the Recitals.

"Legacy Offshore Vehicles" means, collectively, Fund IV-A Cayman and Fund IV-B Lux and, to the extent referenced in connection with the broader Reorganization, Fund V-A Cayman and Fund V-B Lux.

"Master Fund GP" means Solara Consolidated Master Fund GP LLC, a Delaware limited liability company to be formed as the general partner of the Master Fund in connection with the Reorganization as described in Step 1 of the Recitals.

"PLR Request" means the private letter ruling request to be submitted to the IRS in connection with the Reorganization, as described in Recital H of this Amendment.

"Reorganization" means the multi-step transaction described in Recitals D through F of this Amendment, consisting of the Reorganization Steps.

"Reorganization Steps" means Steps 1 through 5 as described in Recital E of this Amendment and summarized in Exhibit A hereto.

"Subscription Facility" means the One Billion One Hundred Million Dollar ($1,100,000,000) revolving subscription credit facility between the Partnership and Ashford National Bank, N.A., as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Target Effective Date" means December 1, 2025, or such other date as the General Partner may determine in accordance with the terms of this Amendment.

"Tax-Exempt Feeder" means Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed in connection with the Reorganization as described in Step 1 of the Recitals.

"Transaction Documents" means, collectively, (a) the limited partnership agreement of the Master Fund, (b) the check-the-box election forms (IRS Form 8832) for each newly formed entity, (c) certificates of formation and certificates of limited partnership for each newly formed entity, (d) contribution agreements between each contributing Legacy Offshore Vehicle and the Master Fund, (e) lender consent agreements and any amendments to the Subscription Facility, (f) LP consent forms, (g) dissolution instruments for each Legacy Offshore Vehicle, (h) insurance endorsement requests and confirmations, (i) fund administrator transition agreements, and (j) all other agreements, instruments, certificates, and documents executed, delivered, or filed in connection with the Reorganization.

Section 1.2 — Construction

Except as otherwise defined herein, all capitalized terms used in this Amendment shall have the meanings ascribed to them in the Partnership Agreement. The rules of construction set forth in the Partnership Agreement shall apply to this Amendment mutatis mutandis. In the event of a conflict between any provision of this Amendment and any provision of the Partnership Agreement, the provisions of this Amendment shall control. References in this Amendment to "Articles," "Sections," "Recitals," "Schedules," and "Exhibits" are to the articles, sections, recitals, schedules, and exhibits of this Amendment unless otherwise specified. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "or" shall not be exclusive. References to any statute or regulation shall be deemed to include all amendments thereto and all successor statutes and regulations, and all rules and regulations promulgated thereunder.

ARTICLE II — AMENDMENTS TO THE PARTNERSHIP AGREEMENT

Section 2.1 — Authorization of the Reorganization

The Partnership Agreement is hereby amended to add a new Section 15.1 (Reorganization Authorization), or such other section number as may be appropriate in the context of the existing numbering of the Partnership Agreement, providing as follows:

(a) General Authorization. The General Partner is hereby authorized, on behalf of the Partnership, to cause, facilitate, and consummate the Reorganization, including each of Steps 1 through 5 as described in the Recitals of the First Amendment to this Agreement, in such order, at such times, and on such terms as the General Partner shall determine in its reasonable discretion, consistent in all material respects with the description of the Reorganization set forth in the First Amendment.

(b) Specific Authorizations. Without limiting the generality of the foregoing, the General Partner is specifically authorized to take each of the following actions in connection with the Reorganization:

(i) Form or cause the formation of the Master Fund, the Master Fund GP, the International Feeder, and the Tax-Exempt Feeder, including the preparation, execution, and filing of all necessary certificates of formation, certificates of limited partnership, and other organizational documents with the Secretary of State of the State of Delaware, the Registrar of Exempted Limited Partnerships of the Cayman Islands, or any other applicable governmental authority;

(ii) File or cause to be filed IRS Form 8832 check-the-box elections, pursuant to Treasury Regulations Section 301.7701-3, for each of the newly formed entities to be classified as partnerships for U.S. federal income tax purposes, with effective dates coordinated with the respective Reorganization Steps;

(iii) Cause the contribution by Fund IV-A Cayman of all of its portfolio assets — having an aggregate FMV of Two Billion Three Hundred Ten Million Dollars ($2,310,000,000) and an aggregate adjusted tax basis of One Billion Six Hundred Twenty Million Dollars ($1,620,000,000) — to the Master Fund in exchange for a limited partnership interest therein, as described in Step 2 of the Recitals;

(iv) Cause the contribution by Fund IV-B Lux of all of its portfolio assets — having an aggregate FMV of approximately One Billion One Hundred Sixty Million Dollars ($1,160,000,000) and an aggregate adjusted tax basis of approximately Eight Hundred Forty-Four Million Six Hundred Thousand Dollars ($844,600,000) — to the Master Fund in exchange for a limited partnership interest therein, as described in Step 3 of the Recitals;

(v) Cause the dissolution of Fund IV-A Cayman and Fund IV-B Lux in accordance with the laws of the Cayman Islands and the Grand Duchy of Luxembourg, respectively, and the distribution by each such entity of its limited partnership interest in the Master Fund to its respective limited partners, as described in Step 5 of the Recitals;

(vi) Negotiate, execute, and deliver any and all Transaction Documents, in such form and on such terms as the General Partner shall determine to be necessary, appropriate, or advisable in connection with the Reorganization;

(vii) Obtain lender consent from Ashford National Bank, N.A. under the Subscription Facility and negotiate and execute any amendments, waivers, or modifications to the Subscription Facility as may be necessary or advisable to reflect the post-Reorganization structure, including modifications to borrowing base definitions, change-of-control provisions, collateral assignment provisions, and related terms;

(viii) Obtain any insurance endorsements, regulatory approvals, or third-party consents as may be necessary or advisable in connection with the Reorganization, including without limitation endorsements from Hawkstone Specialty Insurance Co. to add newly formed entities as additional insureds under the existing directors' and officers' liability and errors and omissions insurance policies;

(ix) Submit the PLR Request to the IRS and take all related actions, including attending pre-submission conferences with the IRS, providing supplemental submissions, responding to IRS information requests, designating authorized representatives (via IRS Form 2848, Power of Attorney and Declaration of Representative), and paying all applicable IRS user fees;

(x) File or cause to be filed any certificates of formation, certificates of limited partnership, certificates of cancellation, or other organizational or dissolution documents with the Delaware Secretary of State or any other applicable governmental authority, including the Registrar of Exempted Limited Partnerships of the Cayman Islands and the Luxembourg Registre de Commerce et des Sociétés;

(xi) Coordinate with Meridian Offshore Legal, Cayman Islands counsel, regarding the formation and dissolution of Cayman Islands entities, including registration with CIMA for the International Feeder and the Tax-Exempt Feeder, and strike-off or dissolution proceedings for Fund IV-A Cayman; coordinate with Veldhuis & Gérard S.à r.l., Luxembourg counsel, regarding dissolution of Fund IV-B Lux and any required notifications to the Commission de Surveillance du Secteur Financier ("CSSF"); and

(xii) Take all other actions and execute all other documents, instruments, and certificates as the General Partner deems necessary, appropriate, or advisable to consummate the Reorganization, including the engagement of additional advisors, the negotiation of transition service agreements, and the implementation of any interim operating arrangements.

Section 2.2 — Co-Investment Structure

The Partnership Agreement is hereby amended to provide that, following the consummation of the Reorganization:

(a) The Partnership (Fund IV LP) shall co-invest alongside the Master Fund with respect to current and future portfolio investments, pursuant to co-investment arrangements to be entered into between the Partnership (acting through the General Partner) and the Master Fund (acting through the Master Fund GP). Such co-investment arrangements shall be designed to ensure that the Partnership and its Limited Partners continue to participate in the investment opportunities and portfolio performance consistent with the Partnership's stated investment mandate, sector focus, and return objectives.

(b) U.S. taxable investors — including, without limitation, Argyle Family Office Holdings LLC and similar limited partners that invest through the Partnership as U.S. taxable persons — shall remain directly in the Partnership and shall not be required to invest through the Master Fund or either Feeder. The economic terms and rights of such investors shall not be adversely affected by the Reorganization, and such investors shall continue to receive allocations and distributions from the Partnership in accordance with the terms of the Partnership Agreement as amended hereby.

(c) The General Partner shall have the authority to enter into co-investment agreements, side letters, and related arrangements with the Master Fund on behalf of the Partnership, provided that any such arrangements are consistent in all material respects with the investment mandate, concentration limits, and fee arrangements set forth in the Partnership Agreement. The General Partner shall provide the Limited Partners with copies of any co-investment agreements entered into with the Master Fund within thirty (30) days of execution.

Section 2.3 — Tax Treatment and IRC § 704(c) Matters

The Partnership Agreement is hereby amended to add provisions addressing the U.S. federal income tax aspects of the Reorganization, as follows:

(a) Tax-Free Contributions. The Partners acknowledge and agree that the contributions described in Steps 2 and 3 of the Recitals — namely, the contributions of portfolio assets by Fund IV-A Cayman and Fund IV-B Lux to the Master Fund — are intended to qualify as tax-free contributions under IRC § 721(a), with carryover basis under IRC § 723 and tacking of the holding period under IRC § 1223(2). No gain or loss shall be recognized by the contributing entities or their respective partners as a result of such contributions, except to the extent that the liabilities assumed by the Master Fund in connection with such contributions exceed the adjusted tax basis of the assets contributed, in which case the excess shall be treated in accordance with IRC §§ 731 and 752.

(b) Tax-Free Distributions. The Partners acknowledge and agree that the distributions described in Step 5 of the Recitals — namely, the distributions by the dissolving Legacy Offshore Vehicles of their respective limited partnership interests in the Master Fund to their existing limited partners — are intended to qualify as tax-free distributions under IRC § 731(a), subject to the limitations and exceptions set forth in IRC § 731(c) (relating to distributions of marketable securities) and IRC § 752 (relating to shifts in liabilities). No gain or loss shall be recognized by the distributing entities or their respective partners as a result of such distributions, except as otherwise required by the Code.

(c) IRC § 704(c) Carryover. The built-in gain and loss accounts currently tracked by Fund IV-A Cayman and Fund IV-B Lux under IRC § 704(c) with respect to contributed properties shall carry over to the Master Fund. The Master Fund shall continue to use the remedial allocation method under Treasury Regulations Section 1.704-3(d) for each contributed property that is subject to IRC § 704(c), and the General Partner shall ensure that the Master Fund's limited partnership agreement contains provisions requiring the application of such method. The General Partner shall also ensure that appropriate "reverse Section 704(c)" allocations are made with respect to the Master Fund interests received by the contributing vehicles, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f).

(d) Tax Elections and Positions. The General Partner is authorized to make such elections and take such positions on federal, state, local, and foreign income tax returns as are consistent with the intended tax treatment of the Reorganization, including elections and positions with respect to IRC §§ 721, 731, 752, 704(c), 367, and 1446, and to engage qualified tax counsel and advisors to assist in the implementation of the Reorganization and the preparation of the tax aspects thereof.

(e) Liability Shifts Under IRC § 752. The shifts in partner-level shares of liabilities resulting from the Reorganization — involving aggregate liabilities of One Billion Three Hundred Forty Million Dollars ($1,340,000,000) to be assumed by the Master Fund — are intended to be analyzed and reported in accordance with IRC § 752 and the regulations thereunder, including Treasury Regulations Section 1.752-1(f) (relating to the netting of increases and decreases in a partner's share of liabilities). The General Partner is authorized to apply the netting rules, tiered partnership rules, and constructive distribution and contribution rules under IRC § 752 and the applicable Treasury Regulations in a manner consistent with the intended tax-free treatment of the Reorganization.

Section 2.4 — Amendments to Investment Scope and Restrictions

To the extent that any provisions of the Partnership Agreement restrict or limit the General Partner's ability to (i) contribute the assets of the Partnership or the parallel vehicles to another partnership or entity, (ii) dissolve or wind down the Legacy Offshore Vehicles, or (iii) restructure the investment platform through which the Partnership's investments are made or held, such provisions are hereby amended and supplemented to permit the Reorganization as described herein, to the fullest extent permitted by applicable law. The foregoing amendment is limited in scope to the Reorganization and shall not be construed as a general waiver of any restrictions or limitations set forth in the Partnership Agreement.

For the avoidance of doubt, the existing investment restrictions, concentration limits, geographic mandates, and sector mandates of the Partnership — including, without limitation, the Partnership's focus on digital infrastructure, data centers, fiber-optic networks, edge computing, and enterprise SaaS — shall continue to apply to the Partnership's co-investment alongside the Master Fund in the same manner as such restrictions and mandates applied to the Partnership prior to the Reorganization. The General Partner shall ensure that the Master Fund's investment mandate is consistent with the Partnership's investment mandate in all material respects.

Section 2.5 — Amendments to Reporting Obligations

The Partnership Agreement is hereby amended to provide that, in addition to the reporting obligations otherwise required thereunder, the General Partner shall provide the Limited Partners with the following information and notices in connection with the Reorganization:

(a) Step Completion Notices. Prompt written notice (and in any event within ten (10) Business Days) of the consummation of each Reorganization Step, including a description of the step completed, the date of completion, and any material variations from the plan described in the Recitals.

(b) Updated Organizational Charts. Updated organizational charts reflecting the post-Reorganization structure, to be provided within thirty (30) days following the consummation of the final Reorganization Step.

(c) Tax Impact Summary. A tax impact summary, prepared in consultation with Calderwood & Harkness LLP, describing the anticipated U.S. federal income tax consequences of the Reorganization for each category of investor (U.S. taxable, U.S. tax-exempt, and non-U.S.), including a discussion of the treatment of the contributions, distributions, liability shifts, and IRC § 704(c) carryover accounts.

(d) Updated Schedules K-1. Updated Schedules K-1 (IRS Form 1065) reflecting any changes in the Partners' allocable shares of income, gain, loss, deduction, and credit resulting from the Reorganization, to be provided in connection with the Partnership's regular annual tax reporting.

(e) PLR Outcome Notice. Notice of the outcome of the PLR Request, when received from the IRS, including a summary of any rulings obtained and any conditions or limitations imposed by the IRS in connection therewith.

Section 2.6 — Amendments to Transfer Restrictions

The Partnership Agreement's existing transfer restrictions, including any provisions requiring General Partner consent to transfers of limited partnership interests, right-of-first-refusal provisions, and restrictions on transfers that would result in a termination of the Partnership under IRC § 708(b)(1)(B) (as in effect prior to its repeal), shall continue to apply in full force and effect to interests in the Partnership following the Reorganization; provided, however, that the migration of limited partners from Legacy Offshore Vehicles into the International Feeder or Tax-Exempt Feeder pursuant to Step 5 of the Reorganization shall not be deemed a "transfer," "assignment," "sale," "exchange," or other disposition for purposes of any transfer restriction provisions of the Partnership Agreement or any side letter, subscription agreement, or other agreement entered into in connection with the Partnership.

Section 2.7 — Amendments Relating to Subscription Facility

The General Partner is authorized to negotiate and execute amendments, modifications, waivers, consents, and supplemental agreements to the One Billion One Hundred Million Dollar ($1,100,000,000) revolving subscription credit facility with Ashford National Bank, N.A. as may be necessary or advisable to reflect the post-Reorganization structure of the Partnership and the fund platform. Without limiting the foregoing, such amendments may include modifications to (i) the definition of "borrowing base" and the inclusion or exclusion of capital commitments held through the Master Fund or the Feeders, (ii) change-of-control provisions to accommodate the Reorganization, (iii) collateral assignment provisions and security interest terms, (iv) the addition of the Master Fund or the Feeders as borrowers or guarantors, and (v) any financial covenants, reporting requirements, or administrative provisions affected by the Reorganization.

The General Partner shall provide the Limited Partners with notice of any material amendments to the Subscription Facility resulting from the Reorganization within thirty (30) days of the execution of such amendments. For the purposes of this Section 2.7, "material amendments" shall include any amendment that results in a change to the aggregate commitment amount, the interest rate or pricing terms, the maturity date, or the borrowing base methodology of the Subscription Facility.

ARTICLE III — AUTHORIZATION OF GENERAL PARTNER

Section 3.1 — Scope of Authorization

The Limited Partners hereby ratify, confirm, and approve the General Partner's authority to take all actions described in Article II and the Recitals of this Amendment, and hereby grant the General Partner full power and authority to act on behalf of the Partnership in connection with the Reorganization and the execution and delivery of the Transaction Documents.

The authorization granted under this Article III includes the power to act through the following officers, principals, and authorized representatives of the General Partner and Solara Digital Infrastructure LP:

• Viktor Raines, Managing Partner & Founder

• Meredith Tsao, Chief Operating Officer

• Douglas Wexford, Chief Financial Officer

• Priya Narasimhan, General Counsel

• Stefan Dalmqvist, Head of Tax

The General Partner is further authorized to engage and direct the following professional advisors in connection with the Reorganization, and to authorize such advisors to take actions on behalf of the Partnership as may be necessary or appropriate:

• Calderwood & Harkness LLP (Leonard Cross, Partner; Sylvia Hartwell, Partner; Robert Jansen, Counsel; Garrett Simmons, Associate), 1900 K Street NW, Suite 1100, Washington, DC 20006 — U.S. tax counsel and counsel for the PLR Request

• Caldwell Pierce & Co. LLP (Helen Okamoto, Audit Partner), independent accounting firm

• Redstone Advisory Group LLC (Marco DeLuca, Managing Director), valuation advisor

• Meridian Offshore Legal — Cayman Islands legal counsel

• Veldhuis & Gérard S.à r.l. — Luxembourg legal counsel

The costs, fees, and expenses of the foregoing advisors, to the extent incurred in connection with the Reorganization, shall be borne by the Partnership and the parallel vehicles in accordance with the expense allocation provisions of the Partnership Agreement and the respective limited partnership agreements of the parallel vehicles, as applicable.

Section 3.2 — Execution of Transaction Documents

The General Partner is authorized to negotiate, execute, and deliver on behalf of the Partnership any and all Transaction Documents, including but not limited to:

(a) The limited partnership agreement of the Master Fund, including the negotiation of economic terms, governance provisions, allocation and distribution waterfalls, and fee arrangements;

(b) Contribution agreements between each contributing Legacy Offshore Vehicle and the Master Fund, specifying the assets to be contributed, the consideration to be received, and the intended tax treatment;

(c) Dissolution instruments for the Legacy Offshore Vehicles, including plans of dissolution, certificates of cancellation, and related filings with the applicable governmental authorities;

(d) Lender consent agreements and facility amendment agreements with Ashford National Bank, N.A. under the Subscription Facility;

(e) IRS filings and submissions, including the PLR Request, IRS Forms 2848 (Power of Attorney and Declaration of Representative), IRS Forms 8832 (Entity Classification Election), and all declarations, supplemental submissions, and correspondence related thereto, including penalties of perjury declarations required in connection with such filings;

(f) Insurance endorsement requests and related documentation to Hawkstone Specialty Insurance Co. and any other applicable insurance carriers;

(g) Fund administrator transition documents with Clarendon Fund Services Ltd., including transition service agreements, data migration protocols, and updated service level agreements; and

(h) Any and all other agreements, instruments, certificates, and documents as the General Partner deems necessary, appropriate, or advisable to consummate the Reorganization.

Section 3.3 — Delegation

The General Partner may delegate any authority granted under this Amendment to any officer, director, manager, or authorized representative of the General Partner or of Solara Digital Infrastructure LP, by written instrument specifying the scope of such delegation. Any action taken by a duly authorized delegate of the General Partner in accordance with such delegation shall be deemed to be an action of the General Partner for all purposes of this Amendment and the Partnership Agreement. The General Partner shall remain responsible for the supervision and oversight of any delegate to whom authority is delegated hereunder.

ARTICLE IV — REPRESENTATIONS AND ACKNOWLEDGMENTS OF THE PARTNERS

Section 4.1 — Representations of the General Partner

The General Partner hereby represents and warrants to the Limited Partners as of the date hereof as follows:

(a) Due Authorization. The Reorganization has been duly authorized by the General Partner's governing body, acting by unanimous written consent, as approved on March 14, 2025. The General Partner has the requisite organizational power and authority to execute and deliver this Amendment and to perform its obligations hereunder and under the Transaction Documents.

(b) Qualified Advisors. The General Partner has engaged qualified legal, tax, accounting, valuation, and financial advisors to structure, analyze, and implement the Reorganization, including Calderwood & Harkness LLP as U.S. tax counsel, Caldwell Pierce & Co. LLP as independent accounting firm, and Redstone Advisory Group LLC as valuation advisor, among others.

(c) No Material Adverse Effect. The General Partner reasonably believes, based on the advice of its legal and tax advisors and on its own analysis and business judgment, that the Reorganization will not result in a material adverse effect on the Partnership, the Partners, or the Partnership's portfolio investments. The Reorganization is designed to be neutral to, or beneficial for, the economic interests of the Partners.

(d) Private Letter Ruling. The General Partner intends to obtain a private letter ruling from the IRS confirming the tax-free treatment of the Reorganization prior to or concurrent with the implementation of the Reorganization Steps. The General Partner, through its U.S. tax counsel Calderwood & Harkness LLP, has prepared the PLR Request and intends to submit it to the IRS on or about August 15, 2025.

(e) Third-Party Consents. The General Partner has obtained, or will obtain prior to the consummation of the Reorganization, all necessary third-party consents required to implement the Reorganization, including lender consent from Ashford National Bank, N.A. under the Subscription Facility. To the General Partner's knowledge, there is no impediment to obtaining such consents other than the completion of customary administrative and documentary processes.

Section 4.2 — Acknowledgments of the Limited Partners

Each Limited Partner executing this Amendment hereby acknowledges and agrees as follows:

(a) Receipt of Tax Impact Summary. It has received and reviewed the LP Tax Impact Summary Letter prepared by Calderwood & Harkness LLP, which describes the anticipated U.S. federal income tax consequences of the Reorganization for each category of investor (U.S. taxable, U.S. tax-exempt, and non-U.S.), including a discussion of the intended treatment of the contributions, distributions, liability shifts, and IRC § 704(c) accounts.

(b) Consultation with Own Advisors. It has been advised, and understands, that it should consult with its own tax, legal, and financial advisors regarding the consequences of the Reorganization for its specific circumstances, including any state, local, or non-U.S. tax consequences. Neither the General Partner, Solara, Calderwood & Harkness LLP, nor any other advisor to the General Partner or the Partnership is providing tax advice to the Limited Partners individually.

(c) Built-In Gain — Fund IV Vehicles. The Reorganization involves the contribution of Fund IV parallel vehicle assets with an aggregate built-in gain of approximately One Billion One Million Dollars ($1,001,000,000) (Fund IV-A Cayman: approximately Six Hundred Ninety Million Dollars ($690,000,000); Fund IV-B Lux: approximately Three Hundred Eleven Million Dollars ($311,000,000)), and that such built-in gain will be tracked under IRC § 704(c) at the Master Fund level using the remedial allocation method.

(d) Aggregate Built-In Gain — All Vehicles. The total FMV of assets across all vehicles being transferred to the Master Fund is Seven Billion Seven Hundred Fifty Million Dollars ($7,750,000,000), with a total adjusted tax basis of Six Billion Thirty Million Dollars ($6,030,000,000) and total aggregate built-in gain of One Billion Seven Hundred Twenty Million Dollars ($1,720,000,000).

(e) Fund IV LP Direct Holdings. The Partnership's direct portfolio company holdings — including, without limitation, its forty percent (40%) interest in NovaBright Data Systems Inc. — will remain held directly by the Partnership and will not be contributed to the Master Fund. The Partnership will continue to hold and manage such investments independently, subject to the co-investment arrangements described in Section 2.2.

(f) PLR Condition. The Reorganization is conditioned upon receipt of a favorable private letter ruling from the IRS or, alternatively, upon the General Partner's determination (made in consultation with Calderwood & Harkness LLP) that the Reorganization may proceed without such ruling and that the intended tax-free treatment is supported by substantial legal authority under the Code and applicable Treasury Regulations.

Section 4.3 — No Admission of Liability

Nothing in this Amendment shall constitute an admission by any Partner of any liability, obligation, or duty to any other Partner, to the Partnership, or to any third party. The recitals, representations, and acknowledgments contained herein are made solely for the purposes of this Amendment and the Reorganization and shall not be used or construed as evidence of any admission in any proceeding or dispute unrelated to the enforcement of this Amendment.

ARTICLE V — CONDITIONS PRECEDENT

Section 5.1 — Conditions to the Effectiveness of the Reorganization

The Reorganization shall not be consummated, and the General Partner shall not be obligated to implement the Reorganization Steps, unless and until each of the following conditions precedent shall have been satisfied or, where permitted, waived by the General Partner:

(a) LP Consent. Receipt of the requisite consent of the Limited Partners as required under the Partnership Agreement and this Amendment, which consent may be evidenced by execution of this Amendment, by a separate written consent instrument, or by any other means permitted under the Partnership Agreement.

(b) PLR or Tax Comfort. Receipt of a favorable private letter ruling from the IRS, or a determination by the General Partner (made in consultation with Calderwood & Harkness LLP) that the Reorganization may proceed without such ruling, confirming the tax-free treatment of the Reorganization under IRC §§ 721(a), 721(b), 731(a), 731(c), 752, 704(c), 367, and 1446, and that no material adverse U.S. federal income tax consequence is expected to result from the Reorganization to the Partnership or the Partners.

(c) Lender Consent. Receipt of lender consent from Ashford National Bank, N.A. under the Subscription Facility, in form and substance satisfactory to the General Partner, including any necessary amendments, waivers, or modifications to the Subscription Facility.

(d) Formation of New Entities. Formation of the Master Fund, the Master Fund GP, the International Feeder, and the Tax-Exempt Feeder, in each case in accordance with the applicable laws of their respective jurisdictions of formation, and the issuance of all requisite certificates of formation, certificates of limited partnership, and registration confirmations.

(e) Form 8832 Elections. Filing of IRS Form 8832 check-the-box elections for each newly formed entity, with effective dates coordinated with the Reorganization Steps, and confirmation that such elections have been properly processed or, in the case of default classifications, that no election is required.

(f) Regulatory Approvals. Receipt of all necessary regulatory approvals, filings, and confirmations, including CIMA registration for the International Feeder and the Tax-Exempt Feeder as Cayman Islands exempted limited partnerships, and notification to the CSSF regarding the dissolution of Fund IV-B Lux and compliance with any applicable Luxembourg regulatory requirements.

(g) Valuation Appraisals. Completion of fair market value appraisals by Redstone Advisory Group LLC (or such other independent valuation firm as the General Partner may designate) for the portfolio assets to be contributed to the Master Fund, confirming or updating the FMV amounts described in the Recitals.

(h) Offshore Dissolution Actions. Completion of all Cayman Islands and Luxembourg corporate, regulatory, and administrative actions necessary for the dissolution of the Legacy Offshore Vehicles, in coordination with Meridian Offshore Legal (with respect to Cayman entities) and Veldhuis & Gérard S.à r.l. (with respect to Luxembourg entities), including the filing of dissolution petitions, publication of statutory notices, settlement of liabilities, and filing of final tax returns.

(i) Other Conditions. Such other conditions as the General Partner may reasonably determine are necessary or advisable to protect the interests of the Partnership and the Partners in connection with the Reorganization.

Section 5.2 — Waiver of Conditions

The General Partner may, in its sole and absolute discretion, waive any condition set forth in Section 5.1; provided, however, that the conditions set forth in Sections 5.1(a) (LP Consent), 5.1(c) (Lender Consent), and 5.1(d) (Formation of New Entities) may not be waived and must be satisfied in full prior to the consummation of the Reorganization. Any waiver of a condition precedent by the General Partner shall be documented in writing and shall be provided to the Limited Partners promptly following such waiver.

ARTICLE VI — INDEMNIFICATION AND EXCULPATION

Section 6.1 — Continuation of Existing Protections

The indemnification and exculpation provisions of the Partnership Agreement, including without limitation all provisions relating to the limitation of liability of the General Partner and its officers, directors, managers, members, employees, agents, and affiliates, and all provisions relating to the indemnification of the General Partner and such persons for losses, claims, damages, liabilities, costs, and expenses incurred in connection with the business and affairs of the Partnership, shall continue to apply in full force and effect following the execution of this Amendment and shall extend, without limitation, to all actions taken and omissions made by the General Partner and its officers, agents, counsel, and advisors in connection with the Reorganization, the execution and delivery of this Amendment, and the negotiation, execution, delivery, and performance of the Transaction Documents. The foregoing shall apply to the fullest extent permitted by the Delaware Revised Uniform Limited Partnership Act and applicable law.

Section 6.2 — D&O/E&O Coverage

The General Partner shall maintain, or cause to be maintained, directors' and officers' liability insurance and errors and omissions insurance coverage in connection with the Reorganization activities. The Partnership's existing coverage is provided by Hawkstone Specialty Insurance Co. with an aggregate policy limit of Fifty Million Dollars ($50,000,000). The General Partner shall cause the newly formed entities (including the Master Fund, the Master Fund GP, the International Feeder, and the Tax-Exempt Feeder) to be added as additional insureds under such policies, as appropriate, and shall take such other actions regarding insurance coverage as may be necessary or advisable to ensure adequate protection during and after the implementation of the Reorganization. The General Partner shall promptly notify the Limited Partners if there is any material reduction in insurance coverage during the period of the Reorganization.

ARTICLE VII — MISCELLANEOUS PROVISIONS

Section 7.1 — Effectiveness

This Amendment shall become effective upon the later of (a) its execution and delivery by the General Partner and (b) the receipt of the requisite consent of the Limited Partners holding the required percentage in interest as specified in the Partnership Agreement (such later date, the "Amendment Effective Date"). This Amendment shall not be effective as to any Reorganization Step until the conditions precedent set forth in Article V with respect to such Reorganization Step have been satisfied or waived in accordance with Section 5.2. The Amendment Effective Date shall be documented by written confirmation from the General Partner to the Limited Partners.

Section 7.2 — Ratification of Partnership Agreement

Except as expressly amended, supplemented, or modified hereby, the Partnership Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. All terms, conditions, covenants, representations, warranties, and agreements set forth in the Partnership Agreement that are not expressly amended by this Amendment shall continue unchanged. Each reference in the Partnership Agreement to "this Agreement," "herein," "hereof," "hereunder," or words of similar import shall, from and after the Amendment Effective Date, be deemed to be a reference to the Partnership Agreement as amended by this Amendment.

Section 7.3 — Governing Law

This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws principles thereof that would result in the application of the laws of any other jurisdiction. To the fullest extent permitted by law, the Partners agree that the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101 et seq.) shall govern any issues arising under or in connection with this Amendment and the Reorganization to the extent not addressed by the express terms hereof.

Section 7.4 — Entire Agreement

This Amendment, together with the Partnership Agreement, the Transaction Documents, and the exhibits and schedules hereto and thereto, constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, negotiations, discussions, understandings, and communications, whether written or oral, with respect to such subject matter. No Partner has relied on any representation, promise, or agreement not expressly set forth in this Amendment or the Partnership Agreement.

Section 7.5 — Severability

If any provision of this Amendment, or the application thereof to any Partner or circumstance, is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions of this Amendment shall continue in full force and effect. To

FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SOLARA DIGITAL PARTNERS FUND IV LP
A Delaware Limited Partnership
Dated as of [●], 2025
DRAFT — Subject to Review and Approval
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PREAMBLE
This First Amendment (the "Amendment") to the Amended and Restated Agreement of Limited Partnership of Solara Digital Partners Fund IV LP, a Delaware limited partnership (EIN: 85-2103748) (the "Partnership" or "Fund IV"), dated as of the final close date of June 15, 2021 (as the same may have been supplemented or modified prior to the date hereof, the "Partnership Agreement"), is entered into as of [●], 2025 (the "Execution Date"), by and among:
(1) Solara Digital Infrastructure GP LLC, a Delaware limited liability company (EIN: 82-4917365), in its capacity as the general partner of the Partnership (the "General Partner"), with its registered office at Capitol Registered Agents Inc., 850 New Burton Road, Suite 201, Dover, DE 19904, and its principal place of business at 1200 Market Street, Suite 3400, Wilmington, DE 19801; and
(2) The limited partners of the Partnership listed on the Schedule of Partners attached hereto as Schedule A (collectively, the "Limited Partners" and, together with the General Partner, the "Partners").
The General Partner is managed by Viktor Raines, Managing Partner & Founder of Solara Digital Infrastructure LP, a Delaware limited partnership.
RECITALS
WHEREAS, the following recitals are made as a basis for, and form an integral part of, this Amendment:
A. Formation and Existing Structure. The Partnership was formed as a Delaware limited partnership on or about 2021 pursuant to the filing of a Certificate of Limited Partnership with the Secretary of State of the State of Delaware. The Partnership held its final close on June 15, 2021, with total committed capital of Four Billion Two Hundred Million Dollars ($4,200,000,000) (vintage 2021). As of the date hereof, the Partnership is approximately seventy-two percent (72%) deployed against its aggregate capital commitments. The General Partner of the Partnership is Solara Digital Infrastructure GP LLC, a Delaware limited liability company. The Partnership is one component of a parallel fund structure maintained by Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership (EIN: 82-4917366), a private equity and infrastructure investment platform with approximately Fourteen Billion Seven Hundred Million Dollars ($14,700,000,000) in assets under management as of March 31, 2025, invested across digital infrastructure and enterprise SaaS verticals, including data center operations, fiber-optic network infrastructure, edge computing platforms, and related technology-enabled services.
B. Parallel Fund Vehicles. The Partnership operates alongside the following parallel fund vehicles, which were established to accommodate different investor bases, regulatory considerations, and tax structuring objectives:
(i) Solara Digital Partners Fund IV-A (Cayman) LP ("Fund IV-A Cayman"), a Cayman Islands exempted limited partnership (U.S. EIN: 98-6241503; Cayman Islands Monetary Authority ("CIMA") Registration Number: MF-72491), with a registered office at Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111, Cayman Islands. Fund IV-A Cayman has a fund size of One Billion Eight Hundred Fifty Million Dollars ($1,850,000,000) and serves as a parallel fund for non-U.S. investors and U.S. tax-exempt investors. The general partner of Fund IV-A Cayman is Solara Offshore GP Ltd., a Cayman Islands exempted company.
(ii) Solara Digital Partners Fund IV-B (Luxembourg) SCSp ("Fund IV-B Lux"), a Luxembourg société en commandite spéciale (U.S. EIN: 98-6241571; Luxembourg Registre de Commerce et des Sociétés ("RCS") number: B 248193), with a registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, Grand Duchy of Luxembourg. Fund IV-B Lux has a fund size of One Billion One Hundred Fifty Million Euros (€1,150,000,000) (approximately One Billion Two Hundred Forty Million Dollars ($1,240,000,000) at a EUR/USD exchange rate of 1.08). The general partner (gérant commandité) of Fund IV-B Lux is Solara Luxembourg Management S.à r.l., a Luxembourg société à responsabilité limitée (RCS: B 248194).
C. Fund V Parallel Structure. Solara also sponsors Solara Digital Partners Fund V LP ("Fund V"), a Delaware limited partnership (EIN: 88-3467219), with Five Billion Six Hundred Million Dollars ($5,600,000,000) in committed capital (vintage 2023; approximately thirty-eight percent (38%) deployed as of the date hereof), together with its parallel vehicles: (i) Solara Digital Partners Fund V-A (Cayman) LP ("Fund V-A Cayman") (U.S. EIN: 98-7891234; CIMA Registration: MF-89103), with Two Billion Four Hundred Fifty Million Dollars ($2,450,000,000) in committed capital, and (ii) Solara Digital Partners Fund V-B (Luxembourg) SCSp ("Fund V-B Lux") (U.S. EIN: 98-7891267; RCS: B 271056), with One Billion Three Hundred Eighty Million Euros (€1,380,000,000) (approximately One Billion Four Hundred Ninety Million Dollars ($1,490,000,000)) in committed capital. Fund V and its parallel vehicles are undergoing a corresponding reorganization that is being implemented concurrently with the Reorganization (as defined below) of Fund IV and its parallel vehicles.
D. Business Rationale for Reorganization. The General Partner and SDILP have determined, after careful analysis and consultation with their legal, tax, accounting, and financial advisors, that a cross-border reorganization of the fund platform (the "Reorganization") is in the best interests of the Partnership and its Partners. The Reorganization is motivated by the following considerations:
(i) Operational Cost Reduction. The current multi-jurisdiction structure incurs approximately Three Million Eight Hundred Thousand Dollars ($3,800,000) annually in duplicative offshore administration, audit, regulatory compliance, and governance fees across the Cayman Islands and Luxembourg vehicles. The Reorganization is projected to reduce ongoing annual platform operating expenses by approximately Two Million Five Hundred Thousand Dollars ($2,500,000) through the elimination of redundant service providers, regulatory filings, and local compliance requirements.
(ii) Impact of OECD Pillar Two GloBE Rules. The forthcoming implementation of the Organisation for Economic Co-operation and Development ("OECD") Pillar Two Global Anti-Base Erosion ("GloBE") rules, which become effective for Solara's Luxembourg entities from fiscal year 2025 onward, substantially diminishes the tax efficiency benefits historically associated with the Luxembourg SCSp structures. The qualified domestic minimum top-up tax and income inclusion rules under Pillar Two will subject income allocated through the Luxembourg vehicles to additional taxation, thereby eliminating much of the tax benefit that originally motivated the use of such structures.
(iii) Simplified FATCA and CRS Compliance. The consolidation of the offshore vehicles into a Delaware-domiciled master fund structure will simplify compliance with the Foreign Account Tax Compliance Act ("FATCA") and the Common Reporting Standard ("CRS"), reducing the number of reporting jurisdictions and eliminating certain intergovernmental agreement ("IGA") reporting obligations associated with the Cayman Islands and Luxembourg vehicles.
(iv) LP-Requested Governance Simplification. Multiple Limited Partners, including institutional investors and their advisory committees, have requested that Solara simplify the governance and reporting framework across the platform, reduce the number of separate fund vehicles to which they must commit capital, and streamline the decision-making processes associated with cross-vehicle transactions and co-investment opportunities.
E. Description of the Reorganization. The Reorganization involves a multi-step transaction designed to consolidate the offshore parallel fund vehicles into a newly established Delaware-domiciled master fund structure. The Reorganization consists of five integrated steps planned for execution in the fourth quarter of 2025, with a target effective date of December 1, 2025 (the "Target Effective Date"), as follows:
Step 1 — Formation of New Entities (Target: September 15, 2025). Formation of the following new entities: (a) Solara Consolidated Master Fund GP LLC, a Delaware limited liability company (the "Master Fund GP"); (b) Solara Consolidated Master Fund LP, a Delaware limited partnership (the "Master Fund" or the "Consolidated Master Fund"); (c) Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership (the "International Feeder"); and (d) Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership (the "Tax-Exempt Feeder"). In connection with the formation of each new entity, IRS Form 8832 check-the-box elections shall be filed, pursuant to which each new entity shall elect to be classified as a partnership for U.S. federal income tax purposes under Treasury Regulations Section 301.7701-3.
Step 2 — Contribution of Fund IV-A Cayman Assets (Target: October 1, 2025). Fund IV-A Cayman shall contribute all of its portfolio assets to the Master Fund in exchange for a limited partnership interest in the Master Fund. The portfolio assets to be contributed by Fund IV-A Cayman have an aggregate fair market value ("FMV") of Two Billion Three Hundred Ten Million Dollars ($2,310,000,000), an aggregate adjusted tax basis of One Billion Six Hundred Twenty Million Dollars ($1,620,000,000), and an aggregate built-in gain of Six Hundred Ninety Million Dollars ($690,000,000). This contribution is intended to qualify as a tax-free contribution under Section 721(a) of the Internal Revenue Code of 1986, as amended (the "Code" or "IRC"), with carryover basis under IRC § 723 and tacking of the holding period under IRC § 1223(2).
Step 3 — Contribution of Fund IV-B Luxembourg Assets (Target: October 15, 2025). Fund IV-B Lux shall contribute all of its portfolio assets to the Master Fund in exchange for a limited partnership interest in the Master Fund. The portfolio assets to be contributed by Fund IV-B Lux have an aggregate FMV of One Billion Seventy Million Euros (€1,070,000,000) (approximately One Billion One Hundred Sixty Million Dollars ($1,160,000,000) at a EUR/USD exchange rate of 1.08), an aggregate adjusted tax basis of Seven Hundred Eighty-Two Million Euros (€782,000,000) (approximately Eight Hundred Forty-Four Million Six Hundred Thousand Dollars ($844,600,000)), and an aggregate built-in gain of Two Hundred Eighty-Eight Million Euros (€288,000,000) (approximately Three Hundred Eleven Million Dollars ($311,000,000)). This contribution is intended to qualify as a tax-free contribution under IRC § 721(a), with carryover basis under IRC § 723 and tacking of the holding period under IRC § 1223(2).
Step 4 — Contribution of Fund V Offshore Assets (Target: November 1, 2025). Fund V-A Cayman and Fund V-B Lux shall each contribute their respective portfolio assets to the Master Fund in exchange for limited partnership interests in the Master Fund. These contributions are similarly intended to qualify as tax-free contributions under IRC § 721(a), with carryover basis and holding period tacking as described above.
Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target: December 1, 2025). The four legacy offshore vehicles — Fund IV-A Cayman, Fund IV-B Lux, Fund V-A Cayman, and Fund V-B Lux (collectively, the "Legacy Offshore Vehicles") — shall each be dissolved in accordance with the laws of their respective jurisdictions of formation, and each such dissolving entity shall distribute its limited partnership interest in the Master Fund to its existing limited partners. Following such dissolution and distribution: (a) non-U.S. limited partners shall be enrolled as limited partners of the International Feeder; (b) U.S. tax-exempt limited partners shall be enrolled as limited partners of the Tax-Exempt Feeder; and (c) both the International Feeder and the Tax-Exempt Feeder shall invest in the Master Fund. These distributions are intended to qualify as tax-free distributions under IRC § 731(a).
The resulting structure shall be as follows: Two Cayman Islands feeder limited partnerships (the International Feeder and the Tax-Exempt Feeder) shall feed into the Master Fund. U.S. taxable investors (such as Argyle Family Office Holdings LLC and similar limited partners) shall remain directly in Fund IV LP and Fund V LP, respectively, which shall co-invest alongside the Master Fund pursuant to co-investment arrangements.
F. Aggregate Financials of the Reorganization. The aggregate financial parameters of the Reorganization are as follows:
•  Total FMV of assets being transferred to the Master Fund: Seven Billion Seven Hundred Fifty Million Dollars ($7,750,000,000).
•  Total adjusted tax basis of assets being transferred to the Master Fund: Six Billion Thirty Million Dollars ($6,030,000,000).
•  Total aggregate built-in gain: One Billion Seven Hundred Twenty Million Dollars ($1,720,000,000).
•  Total number of portfolio companies across all funds affected by the Reorganization: Twenty-three (23), of which eleven (11) are held by Fund IV vehicles and twelve (12) are held by Fund V vehicles.
•  Aggregate liabilities to be assumed by the Master Fund: One Billion Three Hundred Forty Million Dollars ($1,340,000,000).
G. Representative Portfolio Company Interests Affected. Among the key portfolio company interests held by Fund IV parallel vehicles that will be transferred to the Master Fund in connection with the Reorganization are the following:
(i) NovaBright Data Systems Inc. (a Delaware corporation; data center operator): FMV of Eight Hundred Ninety Million Dollars ($890,000,000), adjusted tax basis of Five Hundred Twenty Million Dollars ($520,000,000), and built-in gain of Three Hundred Seventy Million Dollars ($370,000,000). This interest is currently held sixty percent (60%) by Fund IV-A Cayman and forty percent (40%) by Fund IV LP.
(ii) Crestline Cloud Solutions LLC (a Delaware limited liability company, treated as a disregarded entity for U.S. federal income tax purposes): FMV of Three Hundred Forty Million Euros (€340,000,000) (approximately Three Hundred Sixty-Seven Million Dollars ($367,000,000)), adjusted tax basis of One Hundred Ninety-Five Million Euros (€195,000,000) (approximately Two Hundred Eleven Million Dollars ($211,000,000)), and built-in gain of One Hundred Forty-Five Million Euros (€145,000,000) (approximately One Hundred Fifty-Six Million Dollars ($156,000,000)). This interest is currently held one hundred percent (100%) by Fund IV-B Lux.
(iii) Thorngate Fiber Networks LP (a Delaware limited partnership; fiber-optic network operator): FMV of Six Hundred Seventy Million Dollars ($670,000,000), adjusted tax basis of Four Hundred Ninety Million Dollars ($490,000,000), and built-in gain of One Hundred Eighty Million Dollars ($180,000,000). This interest is currently held one hundred percent (100%) by Fund IV-A Cayman.
For the avoidance of doubt, Fund IV LP's direct portfolio holdings — including, without limitation, its forty percent (40%) interest in NovaBright Data Systems Inc. — are not being contributed to the Master Fund and will remain held directly by Fund IV LP, which will co-invest alongside the Master Fund following the consummation of the Reorganization.
H. Private Letter Ruling Request. Solara and the General Partner, through their U.S. tax counsel, Calderwood & Harkness LLP (engagement number: 20250527-SDILP-PLR), have prepared and intend to submit a private letter ruling request (the "PLR Request") to the Internal Revenue Service ("IRS"), Office of the Associate Chief Counsel (International), with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs & Special Industries). The PLR Request will seek confirmation of the tax-free treatment of the Reorganization under, among other provisions, IRC §§ 721(a), 721(b), 731(a), 731(c), 752, 704(c), 367, and 1446. The target submission date for the PLR Request is August 15, 2025. In connection with the PLR Request, an IRS user fee of Thirty-Eight Thousand Dollars ($38,000) shall be payable to the United States Treasury.
I. LPAC and LP Consent. At a duly convened meeting of the LP Advisory Committee ("LPAC") held on April 22, 2025, the LPAC — which was advised by Whitfield, Carruthers & Doyle LLP, counsel to the LPAC (with Diana Carruthers serving as key attorney and principal point of contact) — provided preliminary consent to the Reorganization. The members of the LPAC voting in favor of such preliminary consent represent seventy-eight percent (78%) in interest of the Partners. The Partnership Agreement requires the consent of the Limited Partners for certain actions, including the amendment thereof and the authorization of transactions of the nature contemplated by the Reorganization. The General Partner is soliciting the consent of the Limited Partners to this Amendment and the transactions contemplated hereby.
J. Lender and Third-Party Consents. The Reorganization requires consent under the Partnership's One Billion One Hundred Million Dollar ($1,100,000,000) revolving subscription credit facility (the "Subscription Facility") with Ashford National Bank, N.A. ("Ashford"), administered by Thomas Greenleaf, Managing Director, Fund Finance, whose offices are located at 225 West Wacker Drive, Suite 5000, Chicago, IL 60606. The Subscription Facility contains change-of-control, borrowing base, and collateral assignment provisions that are implicated by the Reorganization, and accordingly, lender consent and possible facility amendments are required prior to the consummation of the Reorganization Steps. Notification and/or endorsement is also required from Hawkstone Specialty Insurance Co. ("Hawkstone"), the provider of the Partnership's directors' and officers' liability and errors and omissions insurance coverage, which has an aggregate policy limit of Fifty Million Dollars ($50,000,000). The principal contact at Hawkstone is Neil Braddock, Senior Underwriter. Additionally, fund administration transition coordination is required with Clarendon Fund Services Ltd. ("Clarendon"), the Partnership's fund administrator, with Rachel Okonkwo, Client Relationship Director, serving as the principal liaison.
K. Authorization. The General Partner has determined, in its reasonable business judgment and in the exercise of its fiduciary duties under applicable law and the Partnership Agreement, that the Reorganization and this Amendment are in the best interests of the Partnership and the Partners, and has authorized the execution and delivery of this Amendment and the related Transaction Documents (as defined below).
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
For the purposes of this Amendment, the following terms shall have the meanings set forth below. All capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Partnership Agreement.
"Amendment" means this First Amendment to the Amended and Restated Agreement of Limited Partnership of Solara Digital Partners Fund IV LP, as the same may be further amended, supplemented, or modified from time to time in accordance with its terms.
"Amendment Effective Date" means the date on which the requisite LP consent has been obtained in accordance with the Partnership Agreement and this Amendment has been duly executed and delivered by the General Partner and the requisite Limited Partners.
"Consolidated Master Fund" or "Master Fund" means Solara Consolidated Master Fund LP, a Delaware limited partnership to be formed in connection with the Reorganization as described in Step 1 of the Recitals.
"Fund IV-A Cayman" means Solara Digital Partners Fund IV-A (Cayman) LP, a Cayman Islands exempted limited partnership (U.S. EIN: 98-6241503; CIMA Registration: MF-72491).
"Fund IV-B Lux" means Solara Digital Partners Fund IV-B (Luxembourg) SCSp, a Luxembourg société en commandite spéciale (U.S. EIN: 98-6241571; RCS: B 248193).
"International Feeder" means Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed in connection with the Reorganization as described in Step 1 of the Recitals.
"Legacy Offshore Vehicles" means, collectively, Fund IV-A Cayman and Fund IV-B Lux and, to the extent referenced in connection with the broader Reorganization, Fund V-A Cayman and Fund V-B Lux.
"Master Fund GP" means Solara Consolidated Master Fund GP LLC, a Delaware limited liability company to be formed as the general partner of the Master Fund in connection with the Reorganization as described in Step 1 of the Recitals.
"PLR Request" means the private letter ruling request to be submitted to the IRS in connection with the Reorganization, as described in Recital H of this Amendment.
"Reorganization" means the multi-step transaction described in Recitals D through F of this Amendment, consisting of the Reorganization Steps.
"Reorganization Steps" means Steps 1 through 5 as described in Recital E of this Amendment and summarized in Exhibit A hereto.
"Subscription Facility" means the One Billion One Hundred Million Dollar ($1,100,000,000) revolving subscription credit facility between the Partnership and Ashford National Bank, N.A., as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Target Effective Date" means December 1, 2025, or such other date as the General Partner may determine in accordance with the terms of this Amendment.
"Tax-Exempt Feeder" means Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed in connection with the Reorganization as described in Step 1 of the Recitals.
"Transaction Documents" means, collectively, (a) the limited partnership agreement of the Master Fund, (b) the check-the-box election forms (IRS Form 8832) for each newly formed entity, (c) certificates of formation and certificates of limited partnership for each newly formed entity, (d) contribution agreements between each contributing Legacy Offshore Vehicle and the Master Fund, (e) lender consent agreements and any amendments to the Subscription Facility, (f) LP consent forms, (g) dissolution instruments for each Legacy Offshore Vehicle, (h) insurance endorsement requests and confirmations, (i) fund administrator transition agreements, and (j) all other agreements, instruments, certificates, and documents executed, delivered, or filed in connection with the Reorganization.
Section 1.2 — Construction
Except as otherwise defined herein, all capitalized terms used in this Amendment shall have the meanings ascribed to them in the Partnership Agreement. The rules of construction set forth in the Partnership Agreement shall apply to this Amendment mutatis mutandis. In the event of a conflict between any provision of this Amendment and any provision of the Partnership Agreement, the provisions of this Amendment shall control. References in this Amendment to "Articles," "Sections," "Recitals," "Schedules," and "Exhibits" are to the articles, sections, recitals, schedules, and exhibits of this Amendment unless otherwise specified. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "or" shall not be exclusive. References to any statute or regulation shall be deemed to include all amendments thereto and all successor statutes and regulations, and all rules and regulations promulgated thereunder.
ARTICLE II — AMENDMENTS TO THE PARTNERSHIP AGREEMENT
Section 2.1 — Authorization of the Reorganization
The Partnership Agreement is hereby amended to add a new Section 15.1 (Reorganization Authorization), or such other section number as may be appropriate in the context of the existing numbering of the Partnership Agreement, providing as follows:
(a) General Authorization. The General Partner is hereby authorized, on behalf of the Partnership, to cause, facilitate, and consummate the Reorganization, including each of Steps 1 through 5 as described in the Recitals of the First Amendment to this Agreement, in such order, at such times, and on such terms as the General Partner shall determine in its reasonable discretion, consistent in all material respects with the description of the Reorganization set forth in the First Amendment.
(b) Specific Authorizations. Without limiting the generality of the foregoing, the General Partner is specifically authorized to take each of the following actions in connection with the Reorganization:
(i) Form or cause the formation of the Master Fund, the Master Fund GP, the International Feeder, and the Tax-Exempt Feeder, including the preparation, execution, and filing of all necessary certificates of formation, certificates of limited partnership, and other organizational documents with the Secretary of State of the State of Delaware, the Registrar of Exempted Limited Partnerships of the Cayman Islands, or any other applicable governmental authority;
(ii) File or cause to be filed IRS Form 8832 check-the-box elections, pursuant to Treasury Regulations Section 301.7701-3, for each of the newly formed entities to be classified as partnerships for U.S. federal income tax purposes, with effective dates coordinated with the respective Reorganization Steps;
(iii) Cause the contribution by Fund IV-A Cayman of all of its portfolio assets — having an aggregate FMV of Two Billion Three Hundred Ten Million Dollars ($2,310,000,000) and an aggregate adjusted tax basis of One Billion Six Hundred Twenty Million Dollars ($1,620,000,000) — to the Master Fund in exchange for a limited partnership interest therein, as described in Step 2 of the Recitals;
(iv) Cause the contribution by Fund IV-B Lux of all of its portfolio assets — having an aggregate FMV of approximately One Billion One Hundred Sixty Million Dollars ($1,160,000,000) and an aggregate adjusted tax basis of approximately Eight Hundred Forty-Four Million Six Hundred Thousand Dollars ($844,600,000) — to the Master Fund in exchange for a limited partnership interest therein, as described in Step 3 of the Recitals;
(v) Cause the dissolution of Fund IV-A Cayman and Fund IV-B Lux in accordance with the laws of the Cayman Islands and the Grand Duchy of Luxembourg, respectively, and the distribution by each such entity of its limited partnership interest in the Master Fund to its respective limited partners, as described in Step 5 of the Recitals;
(vi) Negotiate, execute, and deliver any and all Transaction Documents, in such form and on such terms as the General Partner shall determine to be necessary, appropriate, or advisable in connection with the Reorganization;
(vii) Obtain lender consent from Ashford National Bank, N.A. under the Subscription Facility and negotiate and execute any amendments, waivers, or modifications to the Subscription Facility as may be necessary or advisable to reflect the post-Reorganization structure, including modifications to borrowing base definitions, change-of-control provisions, collateral assignment provisions, and related terms;
(viii) Obtain any insurance endorsements, regulatory approvals, or third-party consents as may be necessary or advisable in connection with the Reorganization, including without limitation endorsements from Hawkstone Specialty Insurance Co. to add newly formed entities as additional insureds under the existing directors' and officers' liability and errors and omissions insurance policies;
(ix) Submit the PLR Request to the IRS and take all related actions, including attending pre-submission conferences with the IRS, providing supplemental submissions, responding to IRS information requests, designating authorized representatives (via IRS Form 2848, Power of Attorney and Declaration of Representative), and paying all applicable IRS user fees;
(x) File or cause to be filed any certificates of formation, certificates of limited partnership, certificates of cancellation, or other organizational or dissolution documents with the Delaware Secretary of State or any other applicable governmental authority, including the Registrar of Exempted Limited Partnerships of the Cayman Islands and the Luxembourg Registre de Commerce et des Sociétés;
(xi) Coordinate with Meridian Offshore Legal, Cayman Islands counsel, regarding the formation and dissolution of Cayman Islands entities, including registration with CIMA for the International Feeder and the Tax-Exempt Feeder, and strike-off or dissolution proceedings for Fund IV-A Cayman; coordinate with Veldhuis & Gérard S.à r.l., Luxembourg counsel, regarding dissolution of Fund IV-B Lux and any required notifications to the Commission de Surveillance du Secteur Financier ("CSSF"); and
(xii) Take all other actions and execute all other documents, instruments, and certificates as the General Partner deems necessary, appropriate, or advisable to consummate the Reorganization, including the engagement of additional advisors, the negotiation of transition service agreements, and the implementation of any interim operating arrangements.
Section 2.2 — Co-Investment Structure
The Partnership Agreement is hereby amended to provide that, following the consummation of the Reorganization:
(a) The Partnership (Fund IV LP) shall co-invest alongside the Master Fund with respect to current and future portfolio investments, pursuant to co-investment arrangements to be entered into between the Partnership (acting through the General Partner) and the Master Fund (acting through the Master Fund GP). Such co-investment arrangements shall be designed to ensure that the Partnership and its Limited Partners continue to participate in the investment opportunities and portfolio performance consistent with the Partnership's stated investment mandate, sector focus, and return objectives.
(b) U.S. taxable investors — including, without limitation, Argyle Family Office Holdings LLC and similar limited partners that invest through the Partnership as U.S. taxable persons — shall remain directly in the Partnership and shall not be required to invest through the Master Fund or either Feeder. The economic terms and rights of such investors shall not be adversely affected by the Reorganization, and such investors shall continue to receive allocations and distributions from the Partnership in accordance with the terms of the Partnership Agreement as amended hereby.
(c) The General Partner shall have the authority to enter into co-investment agreements, side letters, and related arrangements with the Master Fund on behalf of the Partnership, provided that any such arrangements are consistent in all material respects with the investment mandate, concentration limits, and fee arrangements set forth in the Partnership Agreement. The General Partner shall provide the Limited Partners with copies of any co-investment agreements entered into with the Master Fund within thirty (30) days of execution.
Section 2.3 — Tax Treatment and IRC § 704(c) Matters
The Partnership Agreement is hereby amended to add provisions addressing the U.S. federal income tax aspects of the Reorganization, as follows:
(a) Tax-Free Contributions. The Partners acknowledge and agree that the contributions described in Steps 2 and 3 of the Recitals — namely, the contributions of portfolio assets by Fund IV-A Cayman and Fund IV-B Lux to the Master Fund — are intended to qualify as tax-free contributions under IRC § 721(a), with carryover basis under IRC § 723 and tacking of the holding period under IRC § 1223(2). No gain or loss shall be recognized by the contributing entities or their respective partners as a result of such contributions, except to the extent that the liabilities assumed by the Master Fund in connection with such contributions exceed the adjusted tax basis of the assets contributed, in which case the excess shall be treated in accordance with IRC §§ 731 and 752.
(b) Tax-Free Distributions. The Partners acknowledge and agree that the distributions described in Step 5 of the Recitals — namely, the distributions by the dissolving Legacy Offshore Vehicles of their respective limited partnership interests in the Master Fund to their existing limited partners — are intended to qualify as tax-free distributions under IRC § 731(a), subject to the limitations and exceptions set forth in IRC § 731(c) (relating to distributions of marketable securities) and IRC § 752 (relating to shifts in liabilities). No gain or loss shall be recognized by the distributing entities or their respective partners as a result of such distributions, except as otherwise required by the Code.
(c) IRC § 704(c) Carryover. The built-in gain and loss accounts currently tracked by Fund IV-A Cayman and Fund IV-B Lux under IRC § 704(c) with respect to contributed properties shall carry over to the Master Fund. The Master Fund shall continue to use the remedial allocation method under Treasury Regulations Section 1.704-3(d) for each contributed property that is subject to IRC § 704(c), and the General Partner shall ensure that the Master Fund's limited partnership agreement contains provisions requiring the application of such method. The General Partner shall also ensure that appropriate "reverse Section 704(c)" allocations are made with respect to the Master Fund interests received by the contributing vehicles, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f).
(d) Tax Elections and Positions. The General Partner is authorized to make such elections and take such positions on federal, state, local, and foreign income tax returns as are consistent with the intended tax treatment of the Reorganization, including elections and positions with respect to IRC §§ 721, 731, 752, 704(c), 367, and 1446, and to engage qualified tax counsel and advisors to assist in the implementation of the Reorganization and the preparation of the tax aspects thereof.
(e) Liability Shifts Under IRC § 752. The shifts in partner-level shares of liabilities resulting from the Reorganization — involving aggregate liabilities of One Billion Three Hundred Forty Million Dollars ($1,340,000,000) to be assumed by the Master Fund — are intended to be analyzed and reported in accordance with IRC § 752 and the regulations thereunder, including Treasury Regulations Section 1.752-1(f) (relating to the netting of increases and decreases in a partner's share of liabilities). The General Partner is authorized to apply the netting rules, tiered partnership rules, and constructive distribution and contribution rules under IRC § 752 and the applicable Treasury Regulations in a manner consistent with the intended tax-free treatment of the Reorganization.
Section 2.4 — Amendments to Investment Scope and Restrictions
To the extent that any provisions of the Partnership Agreement restrict or limit the General Partner's ability to (i) contribute the assets of the Partnership or the parallel vehicles to another partnership or entity, (ii) dissolve or wind down the Legacy Offshore Vehicles, or (iii) restructure the investment platform through which the Partnership's investments are made or held, such provisions are hereby amended and supplemented to permit the Reorganization as described herein, to the fullest extent permitted by applicable law. The foregoing amendment is limited in scope to the Reorganization and shall not be construed as a general waiver of any restrictions or limitations set forth in the Partnership Agreement.
For the avoidance of doubt, the existing investment restrictions, concentration limits, geographic mandates, and sector mandates of the Partnership — including, without limitation, the Partnership's focus on digital infrastructure, data centers, fiber-optic networks, edge computing, and enterprise SaaS — shall continue to apply to the Partnership's co-investment alongside the Master Fund in the same manner as such restrictions and mandates applied to the Partnership prior to the Reorganization. The General Partner shall ensure that the Master Fund's investment mandate is consistent with the Partnership's investment mandate in all material respects.
Section 2.5 — Amendments to Reporting Obligations
The Partnership Agreement is hereby amended to provide that, in addition to the reporting obligations otherwise required thereunder, the General Partner shall provide the Limited Partners with the following information and notices in connection with the Reorganization:
(a) Step Completion Notices. Prompt written notice (and in any event within ten (10) Business Days) of the consummation of each Reorganization Step, including a description of the step completed, the date of completion, and any material variations from the plan described in the Recitals.
(b) Updated Organizational Charts. Updated organizational charts reflecting the post-Reorganization structure, to be provided within thirty (30) days following the consummation of the final Reorganization Step.
(c) Tax Impact Summary. A tax impact summary, prepared in consultation with Calderwood & Harkness LLP, describing the anticipated U.S. federal income tax consequences of the Reorganization for each category of investor (U.S. taxable, U.S. tax-exempt, and non-U.S.), including a discussion of the treatment of the contributions, distributions, liability shifts, and IRC § 704(c) carryover accounts.
(d) Updated Schedules K-1. Updated Schedules K-1 (IRS Form 1065) reflecting any changes in the Partners' allocable shares of income, gain, loss, deduction, and credit resulting from the Reorganization, to be provided in connection with the Partnership's regular annual tax reporting.
(e) PLR Outcome Notice. Notice of the outcome of the PLR Request, when received from the IRS, including a summary of any rulings obtained and any conditions or limitations imposed by the IRS in connection therewith.
Section 2.6 — Amendments to Transfer Restrictions
The Partnership Agreement's existing transfer restrictions, including any provisions requiring General Partner consent to transfers of limited partnership interests, right-of-first-refusal provisions, and restrictions on transfers that would result in a termination of the Partnership under IRC § 708(b)(1)(B) (as in effect prior to its repeal), shall continue to apply in full force and effect to interests in the Partnership following the Reorganization; provided, however, that the migration of limited partners from Legacy Offshore Vehicles into the International Feeder or Tax-Exempt Feeder pursuant to Step 5 of the Reorganization shall not be deemed a "transfer," "assignment," "sale," "exchange," or other disposition for purposes of any transfer restriction provisions of the Partnership Agreement or any side letter, subscription agreement, or other agreement entered into in connection with the Partnership.
Section 2.7 — Amendments Relating to Subscription Facility
The General Partner is authorized to negotiate and execute amendments, modifications, waivers, consents, and supplemental agreements to the One Billion One Hundred Million Dollar ($1,100,000,000) revolving subscription credit facility with Ashford National Bank, N.A. as may be necessary or advisable to reflect the post-Reorganization structure of the Partnership and the fund platform. Without limiting the foregoing, such amendments may include modifications to (i) the definition of "borrowing base" and the inclusion or exclusion of capital commitments held through the Master Fund or the Feeders, (ii) change-of-control provisions to accommodate the Reorganization, (iii) collateral assignment provisions and security interest terms, (iv) the addition of the Master Fund or the Feeders as borrowers or guarantors, and (v) any financial covenants, reporting requirements, or administrative provisions affected by the Reorganization.
The General Partner shall provide the Limited Partners with notice of any material amendments to the Subscription Facility resulting from the Reorganization within thirty (30) days of the execution of such amendments. For the purposes of this Section 2.7, "material amendments" shall include any amendment that results in a change to the aggregate commitment amount, the interest rate or pricing terms, the maturity date, or the borrowing base methodology of the Subscription Facility.
ARTICLE III — AUTHORIZATION OF GENERAL PARTNER
Section 3.1 — Scope of Authorization
The Limited Partners hereby ratify, confirm, and approve the General Partner's authority to take all actions described in Article II and the Recitals of this Amendment, and hereby grant the General Partner full power and authority to act on behalf of the Partnership in connection with the Reorganization and the execution and delivery of the Transaction Documents.
The authorization granted under this Article III includes the power to act through the following officers, principals, and authorized representatives of the General Partner and Solara Digital Infrastructure LP:
•  Viktor Raines, Managing Partner & Founder
•  Meredith Tsao, Chief Operating Officer
•  Douglas Wexford, Chief Financial Officer
•  Priya Narasimhan, General Counsel
•  Stefan Dalmqvist, Head of Tax
The General Partner is further authorized to engage and direct the following professional advisors in connection with the Reorganization, and to authorize such advisors to take actions on behalf of the Partnership as may be necessary or appropriate:
•  Calderwood & Harkness LLP (Leonard Cross, Partner; Sylvia Hartwell, Partner; Robert Jansen, Counsel; Garrett Simmons, Associate), 1900 K Street NW, Suite 1100, Washington, DC 20006 — U.S. tax counsel and counsel for the PLR Request
•  Caldwell Pierce & Co. LLP (Helen Okamoto, Audit Partner), independent accounting firm
•  Redstone Advisory Group LLC (Marco DeLuca, Managing Director), valuation advisor
•  Meridian Offshore Legal — Cayman Islands legal counsel
•  Veldhuis & Gérard S.à r.l. — Luxembourg legal counsel
The costs, fees, and expenses of the foregoing advisors, to the extent incurred in connection with the Reorganization, shall be borne by the Partnership and the parallel vehicles in accordance with the expense allocation provisions of the Partnership Agreement and the respective limited partnership agreements of the parallel vehicles, as applicable.
Section 3.2 — Execution of Transaction Documents
The General Partner is authorized to negotiate, execute, and deliver on behalf of the Partnership any and all Transaction Documents, including but not limited to:
(a) The limited partnership agreement of the Master Fund, including the negotiation of economic terms, governance provisions, allocation and distribution waterfalls, and fee arrangements;
(b) Contribution agreements between each contributing Legacy Offshore Vehicle and the Master Fund, specifying the assets to be contributed, the consideration to be received, and the intended tax treatment;
(c) Dissolution instruments for the Legacy Offshore Vehicles, including plans of dissolution, certificates of cancellation, and related filings with the applicable governmental authorities;
(d) Lender consent agreements and facility amendment agreements with Ashford National Bank, N.A. under the Subscription Facility;
(e) IRS filings and submissions, including the PLR Request, IRS Forms 2848 (Power of Attorney and Declaration of Representative), IRS Forms 8832 (Entity Classification Election), and all declarations, supplemental submissions, and correspondence related thereto, including penalties of perjury declarations required in connection with such filings;
(f) Insurance endorsement requests and related documentation to Hawkstone Specialty Insurance Co. and any other applicable insurance carriers;
(g) Fund administrator transition documents with Clarendon Fund Services Ltd., including transition service agreements, data migration protocols, and updated service level agreements; and
(h) Any and all other agreements, instruments, certificates, and documents as the General Partner deems necessary, appropriate, or advisable to consummate the Reorganization.
Section 3.3 — Delegation
The General Partner may delegate any authority granted under this Amendment to any officer, director, manager, or authorized representative of the General Partner or of Solara Digital Infrastructure LP, by written instrument specifying the scope of such delegation. Any action taken by a duly authorized delegate of the General Partner in accordance with such delegation shall be deemed to be an action of the General Partner for all purposes of this Amendment and the Partnership Agreement. The General Partner shall remain responsible for the supervision and oversight of any delegate to whom authority is delegated hereunder.
ARTICLE IV — REPRESENTATIONS AND ACKNOWLEDGMENTS OF THE PARTNERS
Section 4.1 — Representations of the General Partner
The General Partner hereby represents and warrants to the Limited Partners as of the date hereof as follows:
(a) Due Authorization. The Reorganization has been duly authorized by the General Partner's governing body, acting by unanimous written consent, as approved on March 14, 2025. The General Partner has the requisite organizational power and authority to execute and deliver this Amendment and to perform its obligations hereunder and under the Transaction Documents.
(b) Qualified Advisors. The General Partner has engaged qualified legal, tax, accounting, valuation, and financial advisors to structure, analyze, and implement the Reorganization, including Calderwood & Harkness LLP as U.S. tax counsel, Caldwell Pierce & Co. LLP as independent accounting firm, and Redstone Advisory Group LLC as valuation advisor, among others.
(c) No Material Adverse Effect. The General Partner reasonably believes, based on the advice of its legal and tax advisors and on its own analysis and business judgment, that the Reorganization will not result in a material adverse effect on the Partnership, the Partners, or the Partnership's portfolio investments. The Reorganization is designed to be neutral to, or beneficial for, the economic interests of the Partners.
(d) Private Letter Ruling. The General Partner intends to obtain a private letter ruling from the IRS confirming the tax-free treatment of the Reorganization prior to or concurrent with the implementation of the Reorganization Steps. The General Partner, through its U.S. tax counsel Calderwood & Harkness LLP, has prepared the PLR Request and intends to submit it to the IRS on or about August 15, 2025.
(e) Third-Party Consents. The General Partner has obtained, or will obtain prior to the consummation of the Reorganization, all necessary third-party consents required to implement the Reorganization, including lender consent from Ashford National Bank, N.A. under the Subscription Facility. To the General Partner's knowledge, there is no impediment to obtaining such consents other than the completion of customary administrative and documentary processes.
Section 4.2 — Acknowledgments of the Limited Partners
Each Limited Partner executing this Amendment hereby acknowledges and agrees as follows:
(a) Receipt of Tax Impact Summary. It has received and reviewed the LP Tax Impact Summary Letter prepared by Calderwood & Harkness LLP, which describes the anticipated U.S. federal income tax consequences of the Reorganization for each category of investor (U.S. taxable, U.S. tax-exempt, and non-U.S.), including a discussion of the intended treatment of the contributions, distributions, liability shifts, and IRC § 704(c) accounts.
(b) Consultation with Own Advisors. It has been advised, and understands, that it should consult with its own tax, legal, and financial advisors regarding the consequences of the Reorganization for its specific circumstances, including any state, local, or non-U.S. tax consequences. Neither the General Partner, Solara, Calderwood & Harkness LLP, nor any other advisor to the General Partner or the Partnership is providing tax advice to the Limited Partners individually.
(c) Built-In Gain — Fund IV Vehicles. The Reorganization involves the contribution of Fund IV parallel vehicle assets with an aggregate built-in gain of approximately One Billion One Million Dollars ($1,001,000,000) (Fund IV-A Cayman: approximately Six Hundred Ninety Million Dollars ($690,000,000); Fund IV-B Lux: approximately Three Hundred Eleven Million Dollars ($311,000,000)), and that such built-in gain will be tracked under IRC § 704(c) at the Master Fund level using the remedial allocation method.
(d) Aggregate Built-In Gain — All Vehicles. The total FMV of assets across all vehicles being transferred to the Master Fund is Seven Billion Seven Hundred Fifty Million Dollars ($7,750,000,000), with a total adjusted tax basis of Six Billion Thirty Million Dollars ($6,030,000,000) and total aggregate built-in gain of One Billion Seven Hundred Twenty Million Dollars ($1,720,000,000).
(e) Fund IV LP Direct Holdings. The Partnership's direct portfolio company holdings — including, without limitation, its forty percent (40%) interest in NovaBright Data Systems Inc. — will remain held directly by the Partnership and will not be contributed to the Master Fund. The Partnership will continue to hold and manage such investments independently, subject to the co-investment arrangements described in Section 2.2.
(f) PLR Condition. The Reorganization is conditioned upon receipt of a favorable private letter ruling from the IRS or, alternatively, upon the General Partner's determination (made in consultation with Calderwood & Harkness LLP) that the Reorganization may proceed without such ruling and that the intended tax-free treatment is supported by substantial legal authority under the Code and applicable Treasury Regulations.
Section 4.3 — No Admission of Liability
Nothing in this Amendment shall constitute an admission by any Partner of any liability, obligation, or duty to any other Partner, to the Partnership, or to any third party. The recitals, representations, and acknowledgments contained herein are made solely for the purposes of this Amendment and the Reorganization and shall not be used or construed as evidence of any admission in any proceeding or dispute unrelated to the enforcement of this Amendment.
ARTICLE V — CONDITIONS PRECEDENT
Section 5.1 — Conditions to the Effectiveness of the Reorganization
The Reorganization shall not be consummated, and the General Partner shall not be obligated to implement the Reorganization Steps, unless and until each of the following conditions precedent shall have been satisfied or, where permitted, waived by the General Partner:
(a) LP Consent. Receipt of the requisite consent of the Limited Partners as required under the Partnership Agreement and this Amendment, which consent may be evidenced by execution of this Amendment, by a separate written consent instrument, or by any other means permitted under the Partnership Agreement.
(b) PLR or Tax Comfort. Receipt of a favorable private letter ruling from the IRS, or a determination by the General Partner (made in consultation with Calderwood & Harkness LLP) that the Reorganization may proceed without such ruling, confirming the tax-free treatment of the Reorganization under IRC §§ 721(a), 721(b), 731(a), 731(c), 752, 704(c), 367, and 1446, and that no material adverse U.S. federal income tax consequence is expected to result from the Reorganization to the Partnership or the Partners.
(c) Lender Consent. Receipt of lender consent from Ashford National Bank, N.A. under the Subscription Facility, in form and substance satisfactory to the General Partner, including any necessary amendments, waivers, or modifications to the Subscription Facility.
(d) Formation of New Entities. Formation of the Master Fund, the Master Fund GP, the International Feeder, and the Tax-Exempt Feeder, in each case in accordance with the applicable laws of their respective jurisdictions of formation, and the issuance of all requisite certificates of formation, certificates of limited partnership, and registration confirmations.
(e) Form 8832 Elections. Filing of IRS Form 8832 check-the-box elections for each newly formed entity, with effective dates coordinated with the Reorganization Steps, and confirmation that such elections have been properly processed or, in the case of default classifications, that no election is required.
(f) Regulatory Approvals. Receipt of all necessary regulatory approvals, filings, and confirmations, including CIMA registration for the International Feeder and the Tax-Exempt Feeder as Cayman Islands exempted limited partnerships, and notification to the CSSF regarding the dissolution of Fund IV-B Lux and compliance with any applicable Luxembourg regulatory requirements.
(g) Valuation Appraisals. Completion of fair market value appraisals by Redstone Advisory Group LLC (or such other independent valuation firm as the General Partner may designate) for the portfolio assets to be contributed to the Master Fund, confirming or updating the FMV amounts described in the Recitals.
(h) Offshore Dissolution Actions. Completion of all Cayman Islands and Luxembourg corporate, regulatory, and administrative actions necessary for the dissolution of the Legacy Offshore Vehicles, in coordination with Meridian Offshore Legal (with respect to Cayman entities) and Veldhuis & Gérard S.à r.l. (with respect to Luxembourg entities), including the filing of dissolution petitions, publication of statutory notices, settlement of liabilities, and filing of final tax returns.
(i) Other Conditions. Such other conditions as the General Partner may reasonably determine are necessary or advisable to protect the interests of the Partnership and the Partners in connection with the Reorganization.
Section 5.2 — Waiver of Conditions
The General Partner may, in its sole and absolute discretion, waive any condition set forth in Section 5.1; provided, however, that the conditions set forth in Sections 5.1(a) (LP Consent), 5.1(c) (Lender Consent), and 5.1(d) (Formation of New Entities) may not be waived and must be satisfied in full prior to the consummation of the Reorganization. Any waiver of a condition precedent by the General Partner shall be documented in writing and shall be provided to the Limited Partners promptly following such waiver.
ARTICLE VI — INDEMNIFICATION AND EXCULPATION
Section 6.1 — Continuation of Existing Protections
The indemnification and exculpation provisions of the Partnership Agreement, including without limitation all provisions relating to the limitation of liability of the General Partner and its officers, directors, managers, members, employees, agents, and affiliates, and all provisions relating to the indemnification of the General Partner and such persons for losses, claims, damages, liabilities, costs, and expenses incurred in connection with the business and affairs of the Partnership, shall continue to apply in full force and effect following the execution of this Amendment and shall extend, without limitation, to all actions taken and omissions made by the General Partner and its officers, agents, counsel, and advisors in connection with the Reorganization, the execution and delivery of this Amendment, and the negotiation, execution, delivery, and performance of the Transaction Documents. The foregoing shall apply to the fullest extent permitted by the Delaware Revised Uniform Limited Partnership Act and applicable law.
Section 6.2 — D&O/E&O Coverage
The General Partner shall maintain, or cause to be maintained, directors' and officers' liability insurance and errors and omissions insurance coverage in connection with the Reorganization activities. The Partnership's existing coverage is provided by Hawkstone Specialty Insurance Co. with an aggregate policy limit of Fifty Million Dollars ($50,000,000). The General Partner shall cause the newly formed entities (including the Master Fund, the Master Fund GP, the International Feeder, and the Tax-Exempt Feeder) to be added as additional insureds under such policies, as appropriate, and shall take such other actions regarding insurance coverage as may be necessary or advisable to ensure adequate protection during and after the implementation of the Reorganization. The General Partner shall promptly notify the Limited Partners if there is any material reduction in insurance coverage during the period of the Reorganization.
ARTICLE VII — MISCELLANEOUS PROVISIONS
Section 7.1 — Effectiveness
This Amendment shall become effective upon the later of (a) its execution and delivery by the General Partner and (b) the receipt of the requisite consent of the Limited Partners holding the required percentage in interest as specified in the Partnership Agreement (such later date, the "Amendment Effective Date"). This Amendment shall not be effective as to any Reorganization Step until the conditions precedent set forth in Article V with respect to such Reorganization Step have been satisfied or waived in accordance with Section 5.2. The Amendment Effective Date shall be documented by written confirmation from the General Partner to the Limited Partners.
Section 7.2 — Ratification of Partnership Agreement
Except as expressly amended, supplemented, or modified hereby, the Partnership Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. All terms, conditions, covenants, representations, warranties, and agreements set forth in the Partnership Agreement that are not expressly amended by this Amendment shall continue unchanged. Each reference in the Partnership Agreement to "this Agreement," "herein," "hereof," "hereunder," or words of similar import shall, from and after the Amendment Effective Date, be deemed to be a reference to the Partnership Agreement as amended by this Amendment.
Section 7.3 — Governing Law
This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws principles thereof that would result in the application of the laws of any other jurisdiction. To the fullest extent permitted by law, the Partners agree that the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101 et seq.) shall govern any issues arising under or in connection with this Amendment and the Reorganization to the extent not addressed by the express terms hereof.
Section 7.4 — Entire Agreement
This Amendment, together with the Partnership Agreement, the Transaction Documents, and the exhibits and schedules hereto and thereto, constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, negotiations, discussions, understandings, and communications, whether written or oral, with respect to such subject matter. No Partner has relied on any representation, promise, or agreement not expressly set forth in this Amendment or the Partnership Agreement.
Section 7.5 — Severability
If any provision of this Amendment, or the application thereof to any Partner or circumstance, is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions of this Amendment shall continue in full force and effect. To

FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SOLARA DIGITAL PARTNERS FUND IV LP

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