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

DRAFT — Subject to Review and Approval

Dated as of [●], 2025

Prepared by Calderwood & Harkness LLP Engagement No. 20250527-SDILP-PLR

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RECITALS

This First Amendment (this "Amendment") to the Amended and Restated Agreement of Limited Partnership of Solara Digital Partners Fund V LP, a Delaware limited partnership (the "Partnership" or "Fund V"), is entered into as of [●], 2025 (the "Effective Date"), by and among Solara Digital Infrastructure GP LLC, a Delaware limited liability company, as general partner of the Partnership (the "General Partner" or "Solara GP"), and the limited partners of the Partnership (collectively, the "Limited Partners" and, together with the General Partner, the "Partners").

The Partnership was formed under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. (the "DRULPA"), and the Certificate of Limited Partnership of the Partnership was filed with the Office of the Secretary of State of the State of Delaware on or about September 30, 2023, the date of final close of the Partnership. The Employer Identification Number of the Partnership is 88-3467219. The Amended and Restated Agreement of Limited Partnership of the Partnership was entered into as of September 30, 2023, the date of the final close of the Partnership (as in effect immediately prior to this Amendment, the "Partnership Agreement").

The principal office of the Partnership is located at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. The registered agent of the Partnership in the State of Delaware is Capitol Registered Agents Inc., 850 New Burton Road, Suite 201, Dover, Delaware 19904.

The General Partner, Solara Digital Infrastructure GP LLC, is a Delaware limited liability company, Employer Identification Number 82-4917365, managed by Viktor Raines in his capacity as Managing Partner and Founder. The General Partner is also the general partner of Solara Digital Infrastructure LP ("SDILP"), a Delaware limited partnership (Employer Identification Number 82-4917366), the parent sponsor entity of the Solara fund platform, which had approximately $14.7 billion in assets under management as of March 31, 2025.

The Limited Partners of the Partnership are all limited partners as set forth on the books and records of the Partnership maintained by the General Partner, including, without limitation:

(i) Pinnacle State Employees' Retirement System, a public pension fund organized under the laws of the State of Pinnacle (Margaret Faulkner, Chief Investment Officer), with committed capital of $340,000,000;

(ii) Grandview University Endowment, a U.S. tax-exempt endowment organized under the laws of the Commonwealth of Massachusetts (Harold Kingsley, Director of Investments), with committed capital of $185,000,000;

(iii) Argyle Family Office Holdings LLC, a Delaware limited liability company (Elliot Argyle, Principal), a U.S. taxable family office, with committed capital of $130,000,000; and

(iv) Such other Limited Partners as are set forth in the register of limited partners maintained by the General Partner in accordance with the Partnership Agreement.

The parties to this Amendment enter into this Amendment on the basis of the following background recitals:

WHEREAS, the Partnership is a Delaware limited partnership organized for the purpose of making private equity investments in digital infrastructure, including data centers, fiber-optic networks, and edge computing facilities, and enterprise software-as-a-service ("SaaS") platforms, in accordance with the investment objectives, strategies, and restrictions set forth in the Partnership Agreement;

WHEREAS, Fund V achieved its final close on September 30, 2023, with total capital commitments of $5,600,000,000 (vintage year 2023), and as of the date hereof is approximately 38% deployed (approximately $2,128,000,000 of capital called and invested), with the remaining uncalled capital commitments available for future investments and follow-on commitments to existing portfolio companies;

WHEREAS, the Partnership operates alongside parallel fund vehicles that were established to accommodate the legal, tax, and regulatory requirements of different categories of investors, specifically:

(a) Solara Digital Partners Fund V-A (Cayman) LP, a Cayman Islands exempted limited partnership ("Fund V-A Cayman"), with total capital commitments of $2,450,000,000, with its registered office at Harborstone Corporate Services Ltd., George Town, Grand Cayman, Cayman Islands, registered with the Cayman Islands Monetary Authority under registration number MF-89103, Employer Identification Number (U.S.) 98-7891234, with Solara Offshore GP Ltd., a Cayman Islands exempted company, serving as its general partner; and

(b) Solara Digital Partners Fund V-B (Luxembourg) SCSp, a Luxembourg special limited partnership (société en commandite spéciale) ("Fund V-B Lux"), with total capital commitments of €1,380,000,000 (approximately $1,490,000,000 at the applicable EUR/USD exchange rate of 1.08), with its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B 271056, Employer Identification Number (U.S.) 98-7891267, with Solara Luxembourg Management S.à r.l., a Luxembourg private limited liability company (RCS B 248194), serving as its general partner (associé commandité);

WHEREAS, the General Partner, acting on behalf of the Partnership and the broader Solara fund platform, has determined that it is in the best interests of the Partnership and its Limited Partners to undertake a comprehensive cross-border reorganization of the Solara fund platform (the "Reorganization"), which was approved for exploration by the board of the General Partner at a duly convened meeting held on March 14, 2025;

WHEREAS, the LP Advisory Committee (the "LPAC") of the Partnership met on April 22, 2025, and, following a presentation by the General Partner and review of materials prepared by Calderwood & Harkness LLP and Whitfield, Carruthers & Doyle LLP, provided preliminary consent to the Reorganization, with Limited Partners holding approximately 78% in interest of the capital commitments to the Partnership voting in favor of the Reorganization;

WHEREAS, the Reorganization is motivated by the following considerations: (i) operational cost reduction — the Solara platform currently incurs approximately $3,800,000 annually in duplicative offshore administration, audit, regulatory filing, and compliance fees across the parallel fund structures, which costs are expected to be materially reduced through consolidation; (ii) the impact of forthcoming Organisation for Economic Co-operation and Development ("OECD") Pillar Two Global Anti-Base Erosion ("GloBE") rules, which become effective for the Luxembourg SCSp entities from fiscal year 2025 and which diminish certain tax benefits that were originally expected to be derived from the Luxembourg structures; (iii) simplified compliance under the Foreign Account Tax Compliance Act ("FATCA") (IRC §§ 1471–1474) and the Common Reporting Standard ("CRS") reporting requirements, enabling more efficient tax information exchange across the Solara platform; and (iv) LP-requested governance simplification, as multiple Limited Partners have expressed a preference for a streamlined fund structure that reduces complexity in reporting, distributions, and investment monitoring;

WHEREAS, the Reorganization involves the domestication and effective merger of the Cayman Islands and Luxembourg parallel fund vehicles into a newly established Delaware-domiciled master fund structure, specifically involving the formation and utilization of the following new entities:

(a) Solara Consolidated Master Fund LP, a Delaware limited partnership to be formed (the "Master Fund" or the "Consolidated Master Fund"), with Solara Consolidated Master Fund GP LLC, a Delaware limited liability company to be formed (the "Master Fund GP"), as its general partner;

(b) Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed (the "International Feeder"), which will serve as a feeder vehicle for non-U.S. investors investing indirectly into the Consolidated Master Fund; and

(c) Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed (the "Tax-Exempt Feeder"), which will serve as a feeder vehicle for U.S. tax-exempt investors (including pension funds, endowments, and other organizations described in IRC § 501(c)(3)) investing indirectly into the Consolidated Master Fund for the purpose of mitigating unrelated business taxable income ("UBTI") concerns;

WHEREAS, the Reorganization will be implemented through a five-step integrated transaction, as follows:

Step 1 (target effective date: September 15, 2025) — Formation of the Master Fund GP, the Consolidated Master Fund, the International Feeder, and the Tax-Exempt Feeder, including the filing of certificates of formation and certificates of limited partnership with the Delaware Secretary of State for the Delaware entities and the registration of the Cayman entities with the Cayman Islands Monetary Authority, and the filing of Internal Revenue Service Form 8832 entity classification elections (check-the-box elections) for each new entity to be classified as a partnership for U.S. federal income tax purposes under Treasury Regulations § 301.7701-3;

Step 2 (target effective date: October 1, 2025) — Contribution by Solara Digital Partners Fund IV-A (Cayman) LP ("Fund IV-A Cayman") of all of its portfolio company assets (aggregate fair market value of $2,310,000,000; adjusted tax basis of $1,620,000,000; built-in gain of $690,000,000) to the Consolidated Master Fund in exchange for a limited partnership interest in the Consolidated Master Fund;

Step 3 (target effective date: October 15, 2025) — Contribution by Solara Digital Partners Fund IV-B (Luxembourg) SCSp ("Fund IV-B Lux") of all of its portfolio company assets (aggregate fair market value of €1,070,000,000 / approximately $1,160,000,000; adjusted tax basis of €782,000,000 / approximately $844,600,000; built-in gain of €288,000,000 / approximately $311,000,000) to the Consolidated Master Fund in exchange for a limited partnership interest in the Consolidated Master Fund;

Step 4 (target effective date: November 1, 2025) — Contribution by Fund V-A Cayman of all of its portfolio company assets (aggregate fair market value of $2,890,000,000; adjusted tax basis of $2,340,000,000; built-in gain of $550,000,000) to the Consolidated Master Fund in exchange for a limited partnership interest in the Consolidated Master Fund, and contribution by Fund V-B Lux of all of its portfolio company assets (aggregate fair market value of €1,290,000,000 / approximately $1,390,000,000; adjusted tax basis of €1,140,000,000 / approximately $1,230,000,000; built-in gain of €150,000,000 / approximately $162,000,000) to the Consolidated Master Fund in exchange for a limited partnership interest in the Consolidated Master Fund; and

Step 5 (target effective date: December 1, 2025) — Dissolution of Fund V-A Cayman and Fund V-B Lux (along with Fund IV-A Cayman and Fund IV-B Lux) and distribution of their respective limited partnership interests in the Consolidated Master Fund to their existing limited partners, with non-U.S. limited partners rolling into the International Feeder and U.S. tax-exempt limited partners rolling into the Tax-Exempt Feeder;

WHEREAS, the aggregate financial parameters of the Reorganization across all offshore vehicles to be reorganized are as follows: total fair market value of assets to be transferred to the Consolidated Master Fund of approximately $7,750,000,000; total adjusted tax basis of such assets of approximately $6,030,000,000; total built-in gain of approximately $1,720,000,000; aggregate liabilities to be assumed by the Consolidated Master Fund of approximately $1,340,000,000; and 23 total portfolio companies (11 held by the Fund IV vehicles and 12 held by the Fund V vehicles);

WHEREAS, following the consummation of the Reorganization, U.S. taxable investors will remain directly in Fund V LP, which will co-invest alongside the Consolidated Master Fund on a proportionate basis, thereby preserving the existing investment economics for all categories of investors while simplifying the overall fund structure;

WHEREAS, Calderwood & Harkness LLP, 1900 K Street NW, Suite 1100, Washington, DC 20006, has been retained as U.S. tax counsel to the Partnership and the General Partner (Leonard Cross, Responsible Partner; Sylvia Hartwell, Billing Partner; Robert Jansen, Lead Associate; Garrett Simmons, Working Associate) to prepare and submit a private letter ruling request (the "PLR Request") to the Internal Revenue Service Office of the Associate Chief Counsel (International), with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs & Special Industries), to confirm the intended tax-free treatment of the Reorganization under Sections 721(a), 721(b), 367, 731, 731(c), 752, 704(c), and 1446 of the Internal Revenue Code of 1986, as amended (the "Code" or "IRC"), and Treasury Regulations § 301.7701-3, with the PLR Request to be submitted to the IRS on or about August 15, 2025;

WHEREAS, Whitfield, Carruthers & Doyle LLP (Diana Carruthers, Partner) serves as outside counsel to the LPAC and has reviewed the proposed Reorganization for LP consent purposes and has provided the LPAC with an independent assessment of the potential risks, benefits, and alternatives associated with the Reorganization;

WHEREAS, the contributions of portfolio company assets contemplated under Steps 2 through 4 of the Reorganization are intended to be tax-free contributions under IRC § 721(a), with carryover basis under IRC § 723 and holding period tacking under IRC § 1223(2), and the distributions of Consolidated Master Fund partnership interests contemplated under Step 5 are intended to be tax-free distributions under IRC § 731(a), in each case without recognition of gain or loss by the contributing or distributing partnerships or by their respective partners;

WHEREAS, the Partnership Agreement requires the consent of the Limited Partners holding a specified percentage in interest of capital commitments for certain amendments to the Partnership Agreement and for certain significant transactions, and this Amendment is being submitted to the Limited Partners for their approval in accordance with such requirements;

WHEREAS, each entity classification election (Form 8832) for the newly formed entities contemplated by the Reorganization will elect partnership classification under Treasury Regulations § 301.7701-3, and no election will be made to classify any such entity as an association taxable as a corporation for U.S. federal income tax purposes;

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms

All capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Partnership Agreement. In addition to the terms defined elsewhere in this Amendment, the following terms shall have the meanings set forth below for purposes of this Amendment:

"Consolidated Master Fund" means Solara Consolidated Master Fund LP, a Delaware limited partnership to be formed in connection with the Reorganization in accordance with the terms hereof.

"Fund V-A Cayman" means Solara Digital Partners Fund V-A (Cayman) LP, a Cayman Islands exempted limited partnership, CIMA registration number MF-89103, Employer Identification Number (U.S.) 98-7891234.

"Fund V-B Lux" means Solara Digital Partners Fund V-B (Luxembourg) SCSp, a Luxembourg special limited partnership (société en commandite spéciale), RCS number B 271056, Employer Identification Number (U.S.) 98-7891267.

"International Feeder" means Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed in connection with the Reorganization in accordance with the terms hereof, which will serve as a feeder vehicle for non-U.S. investors investing indirectly into the Consolidated Master Fund.

"Legacy Offshore Vehicles" means, collectively, 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 in connection with the Reorganization in accordance with the terms hereof, which will serve as the general partner of the Consolidated Master Fund.

"PLR Request" means the private letter ruling request to be prepared by Calderwood & Harkness LLP and submitted to the Internal Revenue Service Office of the Associate Chief Counsel (International), with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs & Special Industries), seeking confirmation of the intended tax-free treatment of the Reorganization under the applicable provisions of the Code and the Treasury Regulations.

"Portfolio Company Interests" means equity and equity-like interests in portfolio companies held by the Legacy Offshore Vehicles, including, without limitation, interests in Veridian Edge Computing Corp. (a Delaware corporation; fair market value of approximately $1,120,000,000; adjusted tax basis of approximately $780,000,000; held approximately 55% by Fund V-A Cayman and 45% by Fund V LP) and Helix SaaS Holdings Ltd. (a Cayman Islands exempted company; fair market value of approximately $445,000,000; adjusted tax basis of approximately $310,000,000; held 100% by Fund V-A Cayman), together with all other portfolio company interests held by the Fund V vehicles.

"Reorganization" means the multi-step cross-border reorganization of the Solara fund platform as described in the Recitals to this Amendment, consisting of the formation of new entities (Step 1), the successive contributions of portfolio assets by Fund IV and Fund V offshore vehicles to the Consolidated Master Fund (Steps 2, 3, and 4), and the dissolution of the Legacy Offshore Vehicles and migration of limited partners to the appropriate feeder vehicles (Step 5).

"Reorganization Documents" means, collectively, all agreements, instruments, certificates, consents, elections, filings, and other documents to be executed, delivered, and filed in connection with the Reorganization, including, without limitation, the limited partnership agreement of the Consolidated Master Fund, the operating agreement of the Master Fund GP, the limited partnership agreements of the International Feeder and the Tax-Exempt Feeder, contribution agreements, assignment and assumption agreements, Form 8832 entity classification elections, the PLR Request, lender consent letters, insurance endorsements, and any other documents reasonably necessary to consummate the Reorganization.

"Step 4 Contributions" means the contributions by Fund V-A Cayman and Fund V-B Lux of their respective portfolio company assets to the Consolidated Master Fund in exchange for limited partnership interests therein, as described in Step 4 of the Reorganization.

"Step 5 Dissolutions" means the dissolutions of the Legacy Offshore Vehicles and the distribution of their respective partnership interests in the Consolidated Master Fund to their existing limited partners, as described in Step 5 of the Reorganization.

"Tax-Exempt Feeder" means Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed in connection with the Reorganization in accordance with the terms hereof, which will serve as a feeder vehicle for U.S. tax-exempt investors (including pension funds, endowments, and other organizations described in IRC § 501(c)(3)) investing indirectly into the Consolidated Master Fund.

Section 1.2 — Interpretation

(a) All references in this Amendment to the "Partnership Agreement" shall mean the Amended and Restated Agreement of Limited Partnership of Solara Digital Partners Fund V LP, dated as of September 30, 2023, as amended by this Amendment, and as may be further amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms and the terms of this Amendment.

(b) In the event of any conflict or inconsistency between the terms and provisions of this Amendment and the terms and provisions of the Partnership Agreement (as in effect immediately prior to the effectiveness of this Amendment), the terms and provisions of this Amendment shall control and prevail.

(c) References in this Amendment to "Sections," "Articles," and "Exhibits" are, unless otherwise specified, references to Sections, Articles, and Exhibits of this Amendment. References to "Sections" of the Partnership Agreement are, where the context so requires, references to the Sections of the Partnership Agreement as amended by this Amendment.

(d) The terms "include," "includes," and "including" shall be deemed to be followed by the words "without limitation." The terms "hereof," "herein," "hereby," and "hereunder" refer to this Amendment as a whole. The term "or" is not exclusive. Words in the singular include the plural and vice versa.

ARTICLE II — AUTHORIZATION OF THE REORGANIZATION

Section 2.1 — Consent to the Reorganization

The Limited Partners hereby consent to the Reorganization as described in the Recitals to this Amendment, including, without limitation, the following actions:

(a) The contribution by Fund V-A Cayman and Fund V-B Lux of all of their respective portfolio company assets to the Consolidated Master Fund in exchange for limited partnership interests therein, as contemplated by Step 4 of the Reorganization (target effective date: November 1, 2025);

(b) The dissolution of Fund V-A Cayman and Fund V-B Lux and the distribution of their respective partnership interests in the Consolidated Master Fund to their respective limited partners, as contemplated by Step 5 of the Reorganization (target effective date: December 1, 2025);

(c) The migration of non-U.S. limited partners from Fund V-A Cayman into the International Feeder and the migration of U.S. tax-exempt limited partners from Fund V-A Cayman and Fund V-B Lux into the Tax-Exempt Feeder, in each case in connection with the Step 5 Dissolutions; and

(d) The establishment of the post-Reorganization structure whereby Fund V LP will co-invest directly alongside the Consolidated Master Fund on a proportionate basis, rather than alongside separate parallel offshore vehicles, in a manner designed to preserve the economic rights, investment exposure, and proportionate sharing of gains, losses, and distributions applicable to the Limited Partners.

The consent of the Limited Partners provided pursuant to this Section 2.1 is granted with the understanding that the Reorganization is subject to the conditions precedent set forth in Article V of this Amendment and that the General Partner retains the authority to modify the timing and structure of the Reorganization steps as provided in Section 2.4.

Section 2.2 — Authorization of the General Partner

The General Partner is hereby authorized, empowered, and directed, on behalf of the Partnership and the Limited Partners, to take the following actions in connection with the Reorganization:

(a) Formation of New Entities. Cause the formation of the Consolidated Master Fund, the Master Fund GP, the International Feeder, and the Tax-Exempt Feeder, including (i) the preparation and filing of certificates of formation and certificates of limited partnership with the Office of the Secretary of State of the State of Delaware for the Consolidated Master Fund and the Master Fund GP, (ii) coordination with Meridian Offshore Legal (Fiona McAllister, Partner) for the formation and registration of the International Feeder and the Tax-Exempt Feeder as Cayman Islands exempted limited partnerships with the Cayman Islands Monetary Authority, and (iii) engagement of Harborstone Corporate Services Ltd. as registered office provider for the Cayman feeder entities;

(b) Negotiation and Execution of Reorganization Documents. Negotiate, execute, and deliver the limited partnership agreement of the Consolidated Master Fund, the operating agreement of the Master Fund GP, the limited partnership agreements of the International Feeder and the Tax-Exempt Feeder, and all other Reorganization Documents, on such terms and conditions as the General Partner determines in its reasonable discretion to be in the best interests of the Partnership and the Limited Partners;

(c) Entity Classification Elections. File Internal Revenue Service Form 8832 (Entity Classification Election) for the Consolidated Master Fund, the International Feeder, and the Tax-Exempt Feeder, in each case electing classification as a partnership for U.S. federal income tax purposes under Treasury Regulations § 301.7701-3, and take all actions necessary to ensure the timely filing and effectiveness of such elections;

(d) Coordination with Tax Counsel. Coordinate with Calderwood & Harkness LLP (Leonard Cross, Responsible Partner; Sylvia Hartwell, Billing Partner; Robert Jansen, Lead Associate; Garrett Simmons, Working Associate), 1900 K Street NW, Suite 1100, Washington, DC 20006, in the preparation, review, finalization, and submission of the PLR Request to the Internal Revenue Service, including the preparation of all supporting exhibits, financial data compilations, tax analysis memoranda, and organizational charts required by the PLR Request;

(e) Powers of Attorney. File Internal Revenue Service Form 2848 (Power of Attorney and Declaration of Representative) designating Leonard Cross and Sylvia Hartwell of Calderwood & Harkness LLP as authorized representatives of the Partnership, the General Partner, and each of the Legacy Offshore Vehicles before the Internal Revenue Service in connection with the PLR Request and all related matters;

(f) Penalties of Perjury Declaration. Execute and deliver the penalties of perjury declaration required to accompany the PLR Request, with Viktor Raines, in his capacity as Managing Partner of Solara GP, serving as the authorized signatory for such declaration on behalf of the Partnership and the General Partner;

(g) Asset Contributions and Reorganization Steps. Cause the contribution of Fund V parallel vehicle portfolio company assets to the Consolidated Master Fund and take all actions necessary or advisable to consummate Steps 4 and 5 of the Reorganization, including the execution of contribution agreements, assignment and assumption agreements, and instruments of transfer;

(h) Luxembourg Dissolution Coordination. Coordinate with Veldhuis & Gérard S.à r.l. (Marc Gérard, Managing Partner), Luxembourg counsel, regarding the dissolution of Fund V-B Lux (RCS B 271056), including the preparation and filing of all dissolution documents with the Luxembourg Trade and Companies Register, notification to the Commission de Surveillance du Secteur Financier ("CSSF"), and obtaining Luxembourg tax clearance certificates as required under applicable Luxembourg law;

(i) Cayman Deregistration. Coordinate with Meridian Offshore Legal regarding the deregistration of Fund V-A Cayman with the Cayman Islands Monetary Authority (CIMA registration MF-89103), including the preparation and filing of all deregistration applications and the satisfaction of all applicable Cayman Islands regulatory requirements;

(j) Lender Consents. Execute amendments, consents, and waivers under existing credit facilities as necessary to permit the consummation of the Reorganization, including obtaining consent from Ashford National Bank, N.A. (Thomas Greenleaf, Managing Director, Fund Finance) and Sentinel Capital Markets LLC (Laura Pak, Vice President) under the Partnership's $1,500,000,000 Fund V subscription revolving credit facility, and negotiate such modifications to the credit facility documentation as may be required to reflect the post-Reorganization structure;

(k) Insurance. Notify Hawkstone Specialty Insurance Co. (Neil Braddock, Senior Underwriter) of the Reorganization and request endorsement of the Partnership's directors' and officers' liability insurance and errors and omissions liability insurance policies (aggregate limit of $50,000,000) to provide coverage for the officers, directors, managers, and employees of the newly formed entities in connection with the Reorganization;

(l) Fund Administration. Notify Clarendon Fund Services Ltd. (Rachel Okonkwo, Client Relationship Director) regarding the transition of fund administration services to accommodate the post-Reorganization structure, including the establishment of new accounts, books, and records for the Consolidated Master Fund and the feeder entities;

(m) Fair Market Value Appraisals. Engage Redstone Advisory Group LLC (Marco DeLuca, Managing Director) to prepare independent fair market value appraisals of the portfolio company interests being transferred from the Legacy Offshore Vehicles to the Consolidated Master Fund, such appraisals to be prepared in accordance with generally accepted valuation methodologies and to be used as support for the tax positions taken in the PLR Request and the Partnership's tax returns;

(n) Accounting and Tax Compliance Support. Coordinate with Caldwell Pierce & Co. LLP (Helen Okamoto, Partner, Financial Services Tax), the Partnership's independent accounting firm and tax compliance provider, for the preparation and compilation of financial data, historical tax return information, and Schedule K-1 data needed for the Reorganization, the PLR Request, and the post-Reorganization tax reporting; and

(o) General Authority. Take all other actions as may be reasonably necessary, appropriate, or desirable to consummate the Reorganization, including the execution and delivery of any additional agreements, instruments, certificates, consents, and filings, and the engagement of additional advisors, service providers, and professionals as the General Partner may determine in its reasonable discretion to be necessary or advisable.

Section 2.3 — Tax Treatment

The Partnership and the General Partner intend that the Reorganization be treated for U.S. federal income tax purposes as follows, and the General Partner is authorized to take all actions and make all elections consistent with the following intended tax treatment:

(a) Tax-Free Contributions Under IRC § 721(a). The Step 4 Contributions constitute tax-free contributions of property to the Consolidated Master Fund in exchange for partnership interests under IRC § 721(a), and no gain or loss shall be recognized by Fund V-A Cayman, Fund V-B Lux, or any of their respective partners as a result of such contributions.

(b) Carryover Basis and Holding Period Tacking. The Consolidated Master Fund's basis in the portfolio company assets received in the Step 4 Contributions shall be determined under IRC § 723, which provides for a carryover basis equal to the adjusted tax basis of such assets in the hands of the contributing partnerships immediately prior to the contribution. The Consolidated Master Fund's holding period in such assets shall include the holding period of the contributing partnerships under IRC § 1223(2).

(c) Not an Investment Company. The Consolidated Master Fund is not an "investment company" within the meaning of IRC § 721(b) and Treasury Regulations § 1.351-1(c)(1)(ii), as the portfolio of the Consolidated Master Fund consists of interests in operating companies engaged in digital infrastructure (data centers, fiber-optic networks, edge computing) and enterprise SaaS businesses, and the Consolidated Master Fund does not hold a diversified portfolio of stocks, securities, or other investment assets of the type described in IRC § 351(e)(1).

(d) IRC § 367 Inapplicable. Sections 367(a) and 367(b) of the Code do not apply to the Step 4 Contributions because the Consolidated Master Fund is classified as a partnership, and not as a corporation or an association taxable as a corporation, for U.S. federal income tax purposes pursuant to the Form 8832 entity classification election filed in connection with Step 1 of the Reorganization.

(e) Tax-Free Distributions Under IRC § 731(a). The Step 5 distributions of Consolidated Master Fund partnership interests by the Legacy Offshore Vehicles to their respective limited partners constitute tax-free distributions under IRC § 731(a), and no gain shall be recognized by the distributing partnerships or by the distributee partners, except to the extent that money distributed exceeds the adjusted basis of the distributee partner's interest in the distributing partnership (which the General Partner does not anticipate will occur). Section 731(c) of the Code does not apply to the Step 5 distributions because the Consolidated Master Fund partnership interests distributed are not "marketable securities" as defined in IRC § 731(c)(2), as such interests are not traded on an established securities market and are not readily tradable on a secondary market or the substantial equivalent thereof.

(f) IRC § 704(c) Built-In Gain Tracking. Built-in gain and loss accounts under IRC § 704(c) applicable to the portfolio company assets held by the Legacy Offshore Vehicles shall carry over to the Consolidated Master Fund and shall be maintained and tracked by the Consolidated Master Fund using the remedial allocation method described in Treasury Regulations § 1.704-3(d), which is the same method that has been used by the Legacy Offshore Vehicles and the Partnership.

(g) IRC § 752 Liability Shifts. Shifts in partner-level shares of the aggregate $1,340,000,000 in liabilities that will be assumed by or transferred to the Consolidated Master Fund in connection with the Reorganization shall be netted under Treasury Regulations § 1.752-1(f) and are not expected to result in the recognition of gain by any partner, as the increases and decreases in each partner's share of partnership liabilities occurring as part of the Reorganization are treated as occurring simultaneously rather than sequentially.

(h) No IRC § 1446 Withholding. No withholding under IRC § 1446(a) is required with respect to the Step 4 Contributions or the Step 5 distributions, as the Step 4 Contributions are tax-free contributions that do not give rise to effectively connected taxable income allocable to foreign partners, and the Step 5 distributions are tax-free distributions under IRC § 731(a).

(i) PLR Request Authorization. The General Partner is authorized to seek confirmation of the foregoing intended tax treatment through the PLR Request to the IRS Office of the Associate Chief Counsel (International), with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs & Special Industries), and to take all actions reasonably necessary to prosecute and advance the PLR Request to a favorable conclusion.

For the avoidance of doubt, the Fund V parallel vehicle portfolio assets being contributed to the Consolidated Master Fund in the Step 4 Contributions include interests in 12 portfolio companies, with specific reference to the following key holdings: (i) Veridian Edge Computing Corp. (fair market value of approximately $1,120,000,000; adjusted tax basis of approximately $780,000,000; built-in gain of approximately $340,000,000); and (ii) Helix SaaS Holdings Ltd. (fair market value of approximately $445,000,000; adjusted tax basis of approximately $310,000,000; built-in gain of approximately $135,000,000). The complete schedule of portfolio company interests, including fair market values, adjusted tax bases, and built-in gains, will be set forth in the contribution agreements and the exhibits to the PLR Request.

Section 2.4 — Scope of Authorization

The authorization granted to the General Partner pursuant to this Article II extends to actions taken prior to, on, or after the Effective Date in furtherance of the Reorganization. Any actions taken by the General Partner prior to the Effective Date that were within the scope of the authorization granted by this Article II are hereby ratified and confirmed.

The General Partner may modify the timing of the Reorganization steps described in the Recitals, provided that the target effective date for the Step 5 Dissolutions remains on or about December 1, 2025, or such other date as the General Partner determines in its reasonable discretion, taking into account the progress of the PLR Request, the receipt of lender consents, the availability of regulatory approvals, and other relevant factors. The General Partner shall provide the LPAC with reasonable advance notice of any material changes to the Reorganization timeline.

The General Partner may adjust the structure of the Reorganization as reasonably necessary to address feedback received from the IRS during the pre-submission conference (which has been requested for July 22, 2025) or in response to the PLR Request, or to address changes in applicable tax law, regulation, or administrative guidance, provided that such adjustments do not materially adversely affect the economic rights, investment exposure, or tax position of the Limited Partners. If any structural adjustment is required that would, in the General Partner's reasonable judgment, materially adversely affect the Limited Partners, the General Partner shall seek LPAC consent prior to implementing such adjustment.

ARTICLE III — AMENDMENTS TO THE PARTNERSHIP AGREEMENT

Section 3.1 — Amendment to Investment Provisions

The Partnership Agreement is hereby amended to permit the Partnership's portfolio company assets that are held through Fund V-A Cayman and Fund V-B Lux (i.e., the portfolio company interests held indirectly by the Partnership through the Legacy Offshore Vehicles as part of the parallel fund structure) to be contributed to the Consolidated Master Fund as part of the Reorganization. For the avoidance of doubt, this amendment authorizes the transfer of such assets out of the Legacy Offshore Vehicles and into the Consolidated Master Fund, notwithstanding any investment restrictions, transfer limitations, or other provisions in the Partnership Agreement that might otherwise be interpreted to restrict or prohibit such transfers.

Following the consummation of the Reorganization, the Partnership (Fund V LP) will co-invest alongside the Consolidated Master Fund on a proportionate basis, rather than alongside separate parallel offshore vehicles. All new investments and follow-on investments of the Partnership shall be made in accordance with this co-investment arrangement, with Fund V LP investing directly and the feeder vehicles investing indirectly through the Consolidated Master Fund.

The existing investment restrictions, concentration limits, sector allocation guidelines, and diversification requirements set forth in the Partnership Agreement shall continue to apply to the Partnership's investments, and for purposes of measuring compliance with such restrictions and limits, the Partnership's investments shall be calculated on an aggregated basis that includes both the Partnership's direct investments and the Partnership's proportionate share of the Consolidated Master Fund's investments. The General Partner shall ensure that the limited partnership agreement of the Consolidated Master Fund contains investment restrictions that are consistent with, and no less restrictive than, the investment restrictions set forth in the Partnership Agreement.

Section 3.2 — Amendment to Parallel Fund Provisions

All provisions in the Partnership Agreement relating to the parallel fund structure, specifically those provisions governing the establishment, maintenance, and operation of parallel fund vehicles alongside Fund V LP, and the relationship between Fund V LP and the Legacy Offshore Vehicles, are hereby amended to reflect the post-Reorganization structure.

Following the consummation of the Reorganization, all references to "Parallel Funds," "Parallel Vehicles," or similar terms in the Partnership Agreement shall be deemed to refer to the Consolidated Master Fund, the International Feeder, and the Tax-Exempt Feeder, and not to the Legacy Offshore Vehicles (which will have been dissolved pursuant to Step 5 of the Reorganization).

The aggregate investments convention pursuant to which investment opportunities are allocated on a proportionate basis across Fund V LP and its parallel vehicles shall be maintained through the Consolidated Master Fund structure. The General Partner shall ensure that the limited partnership agreement of the Consolidated Master Fund and the limited partnership agreements of the feeder vehicles contain provisions that are consistent with the aggregate investments convention and the principles of proportionate allocation applicable under the Partnership Agreement.

Section 3.3 — Amendment to Allocation and Distribution Provisions

The allocation and distribution provisions of the Partnership Agreement, including the provisions governing the allocation of net income, net loss, capital gains, and capital losses among the Partners, and the provisions governing the distribution of proceeds and other amounts to the Partners, are hereby amended to the extent necessary to accommodate the following:

(a) The Consolidated Master Fund structure as a co-investment vehicle alongside Fund V LP, such that the allocation and distribution provisions of the Partnership Agreement operate in a manner that is economically equivalent to the allocations and distributions that would have been made under the prior parallel fund structure;

(b) The continuation of IRC § 704(c) built-in gain and loss tracking for the contributed properties using the remedial allocation method under Treasury Regulations § 1.704-3(d), including the maintenance of § 704(c) accounts at the Consolidated Master Fund level and the flow-through of § 704(c) allocations to the Partners through the feeder structures; and

(c) Adjustments to IRC § 752 liability allocations resulting from the Reorganization, including the reallocation of liability shares among the Partners to reflect the post-Reorganization structure.

For the avoidance of doubt, the existing distribution waterfall, carried interest provisions, management fee provisions, preferred return calculations, clawback obligations, and all other economic terms of the Partnership Agreement remain unchanged except to the extent specifically and expressly modified by this Amendment to reflect the post-Reorganization structure. The General Partner shall ensure that the economic terms of the Consolidated Master Fund's limited partnership agreement are structured to preserve the economic equivalence of the Partnership's existing terms for all categories of investors.

Section 3.4 — Amendment to Transfer and Withdrawal Provisions

The transfer restrictions and withdrawal provisions in the Partnership Agreement are hereby amended to permit the limited partner migration contemplated in Step 5 of the Reorganization without requiring the individual transfer consent procedures that would otherwise apply under the Partnership Agreement. Specifically:

(a) The migration of non-U.S. limited partners from Fund V-A Cayman to the International Feeder shall not be treated as a "transfer" requiring the General Partner's consent or the satisfaction of any other transfer conditions under the Partnership Agreement; and

(b) The migration of U.S. tax-exempt limited partners from Fund V-A Cayman and Fund V-B Lux to the Tax-Exempt Feeder shall not be treated as a "transfer" requiring the General Partner's consent or the satisfaction of any other transfer conditions under the Partnership Agreement.

Any admission of a Limited Partner or former limited partner of the Legacy Offshore Vehicles into the International Feeder or the Tax-Exempt Feeder in connection with the Reorganization shall not be treated as a new admission, a transfer, or a secondary transaction requiring consent under the Partnership Agreement. For all purposes of the Partnership Agreement and the Reorganization Documents, such migrations and admissions shall be treated as part of the integrated Reorganization transaction and shall not give rise to any transfer fees, consent fees, or other charges that might otherwise be assessed in connection with transfers or admissions under the Partnership Agreement.

Section 3.5 — Amendment to Reporting and Information Rights

The reporting obligations of the General Partner under the Partnership Agreement are hereby amended to include the Consolidated Master Fund as a vehicle through which the Partnership's parallel investments are made following the Reorganization. Without limiting the foregoing:

(a) The General Partner shall provide the Limited Partners with quarterly and annual financial statements and reports that reflect both (i) Fund V LP's direct holdings and (ii) Fund V LP's proportionate share of the Consolidated Master Fund's holdings, presented in a manner that provides the Limited Partners with a comprehensive view of the Partnership's total investment portfolio;

(b) The General Partner shall cause the Consolidated Master Fund to prepare and maintain books, records, and financial statements in accordance with U.S. generally accepted accounting principles ("GAAP"), subject to the same accounting policies and practices applicable to Fund V LP;

(c) FATCA (IRC §§ 1471–1474), CRS, and all other tax information exchange reporting obligations shall be prepared and filed in a manner consistent with the post-Reorganization structure, with the objective of simplifying and streamlining the reporting obligations across the Solara fund platform; and

(d) Annual Schedule K-1s and all other tax reporting materials shall be prepared in a manner that accurately reflects the post-Reorganization structure, including the flow-through of items of income, gain, loss, deduction, and credit from the Consolidated Master Fund through the feeder vehicles to the individual Partners.

Section 3.6 — Amendment to LPAC Provisions

The LPAC provisions of the Partnership Agreement are hereby amended to reflect that the LPAC's oversight and consent authority extends to matters involving the Consolidated Master Fund, the International Feeder, and the Tax-Exempt Feeder insofar as such matters affect the Partnership, the Limited Partners, or the economic terms of their investment in the Partnership.

Whitfield, Carruthers & Doyle LLP (Diana Carruthers, Partner) shall continue to serve as outside counsel to the LPAC and shall provide independent advice to the LPAC with respect to matters arising under the Consolidated Master Fund structure and the feeder vehicles.

The preliminary consent provided by the LPAC at the meeting held on April 22, 2025, at which Limited Partners holding approximately 78% in interest of the capital commitments to the Partnership voted in favor of the Reorganization, is hereby confirmed and ratified. Such consent shall be deemed to satisfy any LPAC consent requirements under the Partnership Agreement with respect to the Reorganization, including the formation of the new entities, the Step 4 Contributions, the Step 5 Dissolutions, and the related limited partner migrations.

Section 3.7 — Amendment to Dissolution Provisions

The dissolution provisions of the Partnership Agreement are not amended by this Amendment. Fund V LP shall continue as a separate Delaware limited partnership and is not dissolved, merged, or terminated as a result of the Reorganization. The term of the Partnership, and all provisions governing the winding up and dissolution of the Partnership, shall remain in full force and effect.

For the avoidance of doubt, the dissolution of the Legacy Offshore Vehicles under Step 5 of the Reorganization does not constitute a dissolution event with respect to Fund V LP under the Partnership Agreement, does not trigger any dissolution or termination provisions of the Partnership Agreement, and does not give rise to any right of any Limited Partner to withdraw from the Partnership or to receive a distribution of such Limited Partner's capital account balance in lieu of continuing participation in the Partnership.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.1 — Representations and Warranties of the General Partner

The General Partner hereby represents and warrants to the Limited Partners as of the Effective Date as follows:

(a) Power and Authority. The General Partner has full power and authority to execute, deliver, and perform its obligations under this Amendment and to cause the Partnership to consummate the Reorganization on the terms and conditions described herein. The General Partner is duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(b) Due Authorization. The execution and delivery of this Amendment by the General Partner and the consummation of the Reorganization have been duly authorized by all necessary limited liability company action on the part of the General Partner, including the approval of the board of the General Partner obtained at a duly convened meeting held on March 14, 2025, and no further action on the part of the General Partner is required to authorize this Amendment or the Reorganization.

(c) Binding Obligation. This Amendment constitutes the legal, valid, and binding obligation of the General Partner, enforceable against the General Partner in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and by general principles of equity.

(d) No Violation. The execution and delivery of this Amendment and the consummation of the Reorganization will not (i) violate any provision of the organizational documents of the General Partner, the Partnership, or any Legacy Offshore Vehicle, (ii) violate any applicable law, statute, rule, regulation, order, judgment, or decree of any governmental authority, (iii) result in a breach of, or default under, any material agreement, contract, or instrument to which the Partnership or the General Partner is a party or by which any of their respective assets are bound, or (iv) result in the creation or imposition of any lien, encumbrance, or security interest on any assets of the Partnership.

(e) Tax Counsel. The General Partner has engaged Calderwood & Harkness LLP as U.S. tax counsel to the Partnership and the General Partner and believes in good faith, based on the advice of such counsel, that the Reorganization will qualify for the intended tax-free treatment described in Section 2.3 of this Amendment. The General Partner has provided, and will continue to provide, complete and accurate factual information to Calderwood & Harkness LLP in connection with the preparation and submission of the PLR Request.

(f) Lender Consents. The General Partner will obtain all required consents under the Partnership's $1,500,000,000 Fund V subscription revolving credit facility from Ashford National Bank, N.A. (Thomas Greenleaf, Managing Director, Fund Finance) and Sentinel Capital Markets LLC (Laura Pak, Vice President) prior to the consummation of Step 4 of the Reorganization. The General Partner has no reason to believe that such consents will not be obtained on a timely basis and on terms acceptable to the General Partner.

(g) Accounting and Financial Data. The General Partner has coordinated, and will continue to coordinate, with Caldwell Pierce & Co. LLP (Helen Okamoto, Partner, Financial Services Tax), the Partnership's independent accounting firm and tax compliance provider, to ensure that complete and accurate financial data, including asset valuations, adjusted tax bases, built-in gain and loss calculations, and liability information, supports the Reorganization, the PLR Request, and the preparation of all required tax filings and reports.

Section 4.2 — Representations and Warranties of the Limited Partners

Each Limited Partner, by executing the Form of LP Consent attached hereto as Exhibit A or otherwise consenting to this Amendment in the manner specified in the Partnership Agreement, hereby represents and warrants as of the date of such execution or consent as follows:

(a) Authority. Such Limited Partner has the requisite power and authority (corporate, partnership, trust, or otherwise, as applicable) to execute and deliver the Form of LP Consent and to consent to this Amendment and the Reorganization, and such execution, delivery, and consent have been duly authorized by all necessary action on the part of such Limited Partner.

(b) Review and Consultation. Such Limited Partner has been afforded a reasonable opportunity to review this Amendment and the Reorganization Documents and to consult with its own legal counsel, tax advisors, and other professional advisors concerning the terms and implications of this Amendment and the Reorganization. Such Limited Partner has either consulted with its own advisors or has elected not to do so, in each case at its sole discretion.

(c) Tax Treatment Acknowledgment. Such Limited Partner acknowledges that the intended tax treatment of the Reorganization as described in Section 2.3 of this Amendment is based on current provisions of the Code, the Treasury Regulations, published IRS guidance, and the anticipated PLR, and that no assurance can be given that the IRS will issue a favorable ruling, that the tax treatment described herein will ultimately be sustained, or that future changes in applicable tax law will not affect the tax consequences of the Reorganization. Each Limited Partner is responsible for its own determination of the tax consequences of the Reorganization and this Amendment and is not relying on the General Partner or the Partnership for tax advice.

ARTICLE V — CONDITIONS PRECEDENT

Section 5.1 — Conditions to Effectiveness of the Reorganization

The obligations of the General Partner to consummate the Reorganization (but not the effectiveness of this Amendment itself, which shall become effective upon its execution by the General Partner and the receipt of LP consent as provided herein) are subject to the satisfaction or waiver (in accordance with Section 5.2) of the following conditions:

(a) LP Consent. Receipt of consent to this Amendment and the Reorganization from Limited Partners holding at least the percentage in interest of capital commitments required under the Partnership Agreement for amendments and major transactions of the type contemplated hereby;

(b) Formation of New Entities. Formation of the Consolidated Master Fund, the Master Fund GP, the International Feeder, and the Tax-Exempt Feeder, including the filing of all required formation documents with the applicable governmental authorities (target: September 15, 2025);

(c) Entity Classification Elections. Filing and effectiveness of Internal Revenue Service Form 8832 entity classification elections for each of the newly formed entities, electing partnership classification under Treasury Regulations § 301.7701-3;

(d) Lender Consents. Receipt of all required consents and waivers under the Partnership's $1,500,000,000 Fund V subscription revolving credit facility from Ashford National Bank, N.A. and Sentinel Capital Markets LLC, on terms reasonably satisfactory to the General Partner;

(e) PLR Request Submission. Submission of the PLR Request to the Internal Revenue Service Office of the Associate Chief Counsel (International) (target: August 15, 2025), including payment of the applicable IRS user fee (currently $38,000 for ruling requests of this type);

(f) No Material Adverse Tax Law Change. No material adverse change in applicable U.S. federal income tax law, Treasury Regulations, IRS guidance, or judicial interpretation that would materially affect the intended tax-free treatment of the Reorganization as described in Section 2.3 of this Amendment shall have occurred between the Effective Date and the consummation of the relevant Reorganization step;

(g) Regulatory Approvals and Notifications. Receipt of all required regulatory approvals, notifications, and clearances, including (i) the processing of the deregistration application for Fund V-A Cayman with the Cayman Islands Monetary Authority (CIMA registration MF-89103), and (ii) the submission of the required notification to the Commission de Surveillance du Secteur Financier ("CSSF") in Luxembourg with respect to the dissolution of Fund V-B Lux (RCS B 271056), in each case on a timely basis and without conditions that would materially adversely affect the Reorganization;

(h) Fair Market Value Appraisals. Completion of independent fair market value appraisals of the portfolio company interests being transferred from the Legacy Offshore Vehicles to the Consolidated Master Fund by Redstone Advisory Group LLC (Marco DeLuca, Managing Director), in accordance with generally accepted valuation methodologies and on terms reasonably satisfactory to the General Partner; and

(i) Insurance Endorsement. Endorsement of the Partnership's directors' and officers' liability insurance and errors and omissions liability insurance policies (aggregate limit $50,000,000) by Hawkstone Specialty Insurance Co. (Neil Braddock, Senior Underwriter) to provide coverage for the officers, directors, managers, and employees of the newly formed entities in connection with the Reorganization.

Section 5.2 — Waiver of Conditions

The General Partner may, in its sole and absolute discretion, waive any one or more of the conditions precedent set forth in Section 5.1 at any time, except that the conditions set forth in Section 5.1(a) (LP Consent) and Section 5.1(f) (No Material Adverse Tax Law Change) may not be waived by the General Partner. Any waiver of a condition precedent by the General Partner shall not constitute a waiver of any other condition or any right of the General Partner under this Amendment or the Partnership Agreement.

ARTICLE VI — INDEMNIFICATION AND EXCULPATION

Section 6.1 — Continuation of Existing Provisions

The indemnification and exculpation provisions set forth in the Partnership Agreement (and any amendments thereto) remain in full force and effect and are not amended, modified, superseded, or otherwise affected by this Amendment. The rights and obligations of the parties under such provisions shall continue unimpaired.

Without limiting the generality of the foregoing, the indemnification and exculpation provisions of the Partnership Agreement shall extend to, and shall apply with respect to, all actions taken and decisions made by the General Partner, its affiliates, and their respective officers, directors, managers, members, employees, and agents in connection with the Reorganization, including, without limitation, the negotiation, execution, and delivery of the Reorganization Documents, the formation of the new entities, the submission and prosecution of the PLR Request, the Step 4 Contributions, the Step 5 Dissolutions, and all other actions taken in furtherance of the Reorganization.

Section 6.2 — Additional Indemnification

To the extent not already covered by the indemnification and exculpation provisions of the Partnership Agreement, the Partnership shall indemnify and hold harmless the General Partner and its officers, directors, managers, members, and employees, including Viktor Raines (Managing Partner and Founder), Meredith Tsao (Chief Operating Officer), Douglas Wexford (Chief Financial Officer), Priya Narasimhan (General Counsel), and Stefan Dalmqvist (Head of

FIRST AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF SOLARA DIGITAL PARTNERS FUND V LP
DRAFT — Subject to Review and Approval
Dated as of [●], 2025
Prepared by Calderwood & Harkness LLP Engagement No. 20250527-SDILP-PLR
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RECITALS
This First Amendment (this "Amendment") to the Amended and Restated Agreement of Limited Partnership of Solara Digital Partners Fund V LP, a Delaware limited partnership (the "Partnership" or "Fund V"), is entered into as of [●], 2025 (the "Effective Date"), by and among Solara Digital Infrastructure GP LLC, a Delaware limited liability company, as general partner of the Partnership (the "General Partner" or "Solara GP"), and the limited partners of the Partnership (collectively, the "Limited Partners" and, together with the General Partner, the "Partners").
The Partnership was formed under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. (the "DRULPA"), and the Certificate of Limited Partnership of the Partnership was filed with the Office of the Secretary of State of the State of Delaware on or about September 30, 2023, the date of final close of the Partnership. The Employer Identification Number of the Partnership is 88-3467219. The Amended and Restated Agreement of Limited Partnership of the Partnership was entered into as of September 30, 2023, the date of the final close of the Partnership (as in effect immediately prior to this Amendment, the "Partnership Agreement").
The principal office of the Partnership is located at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. The registered agent of the Partnership in the State of Delaware is Capitol Registered Agents Inc., 850 New Burton Road, Suite 201, Dover, Delaware 19904.
The General Partner, Solara Digital Infrastructure GP LLC, is a Delaware limited liability company, Employer Identification Number 82-4917365, managed by Viktor Raines in his capacity as Managing Partner and Founder. The General Partner is also the general partner of Solara Digital Infrastructure LP ("SDILP"), a Delaware limited partnership (Employer Identification Number 82-4917366), the parent sponsor entity of the Solara fund platform, which had approximately $14.7 billion in assets under management as of March 31, 2025.
The Limited Partners of the Partnership are all limited partners as set forth on the books and records of the Partnership maintained by the General Partner, including, without limitation:
(i) Pinnacle State Employees' Retirement System, a public pension fund organized under the laws of the State of Pinnacle (Margaret Faulkner, Chief Investment Officer), with committed capital of $340,000,000;
(ii) Grandview University Endowment, a U.S. tax-exempt endowment organized under the laws of the Commonwealth of Massachusetts (Harold Kingsley, Director of Investments), with committed capital of $185,000,000;
(iii) Argyle Family Office Holdings LLC, a Delaware limited liability company (Elliot Argyle, Principal), a U.S. taxable family office, with committed capital of $130,000,000; and
(iv) Such other Limited Partners as are set forth in the register of limited partners maintained by the General Partner in accordance with the Partnership Agreement.
The parties to this Amendment enter into this Amendment on the basis of the following background recitals:
WHEREAS, the Partnership is a Delaware limited partnership organized for the purpose of making private equity investments in digital infrastructure, including data centers, fiber-optic networks, and edge computing facilities, and enterprise software-as-a-service ("SaaS") platforms, in accordance with the investment objectives, strategies, and restrictions set forth in the Partnership Agreement;
WHEREAS, Fund V achieved its final close on September 30, 2023, with total capital commitments of $5,600,000,000 (vintage year 2023), and as of the date hereof is approximately 38% deployed (approximately $2,128,000,000 of capital called and invested), with the remaining uncalled capital commitments available for future investments and follow-on commitments to existing portfolio companies;
WHEREAS, the Partnership operates alongside parallel fund vehicles that were established to accommodate the legal, tax, and regulatory requirements of different categories of investors, specifically:
(a) Solara Digital Partners Fund V-A (Cayman) LP, a Cayman Islands exempted limited partnership ("Fund V-A Cayman"), with total capital commitments of $2,450,000,000, with its registered office at Harborstone Corporate Services Ltd., George Town, Grand Cayman, Cayman Islands, registered with the Cayman Islands Monetary Authority under registration number MF-89103, Employer Identification Number (U.S.) 98-7891234, with Solara Offshore GP Ltd., a Cayman Islands exempted company, serving as its general partner; and
(b) Solara Digital Partners Fund V-B (Luxembourg) SCSp, a Luxembourg special limited partnership (société en commandite spéciale) ("Fund V-B Lux"), with total capital commitments of €1,380,000,000 (approximately $1,490,000,000 at the applicable EUR/USD exchange rate of 1.08), with its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B 271056, Employer Identification Number (U.S.) 98-7891267, with Solara Luxembourg Management S.à r.l., a Luxembourg private limited liability company (RCS B 248194), serving as its general partner (associé commandité);
WHEREAS, the General Partner, acting on behalf of the Partnership and the broader Solara fund platform, has determined that it is in the best interests of the Partnership and its Limited Partners to undertake a comprehensive cross-border reorganization of the Solara fund platform (the "Reorganization"), which was approved for exploration by the board of the General Partner at a duly convened meeting held on March 14, 2025;
WHEREAS, the LP Advisory Committee (the "LPAC") of the Partnership met on April 22, 2025, and, following a presentation by the General Partner and review of materials prepared by Calderwood & Harkness LLP and Whitfield, Carruthers & Doyle LLP, provided preliminary consent to the Reorganization, with Limited Partners holding approximately 78% in interest of the capital commitments to the Partnership voting in favor of the Reorganization;
WHEREAS, the Reorganization is motivated by the following considerations: (i) operational cost reduction — the Solara platform currently incurs approximately $3,800,000 annually in duplicative offshore administration, audit, regulatory filing, and compliance fees across the parallel fund structures, which costs are expected to be materially reduced through consolidation; (ii) the impact of forthcoming Organisation for Economic Co-operation and Development ("OECD") Pillar Two Global Anti-Base Erosion ("GloBE") rules, which become effective for the Luxembourg SCSp entities from fiscal year 2025 and which diminish certain tax benefits that were originally expected to be derived from the Luxembourg structures; (iii) simplified compliance under the Foreign Account Tax Compliance Act ("FATCA") (IRC §§ 1471–1474) and the Common Reporting Standard ("CRS") reporting requirements, enabling more efficient tax information exchange across the Solara platform; and (iv) LP-requested governance simplification, as multiple Limited Partners have expressed a preference for a streamlined fund structure that reduces complexity in reporting, distributions, and investment monitoring;
WHEREAS, the Reorganization involves the domestication and effective merger of the Cayman Islands and Luxembourg parallel fund vehicles into a newly established Delaware-domiciled master fund structure, specifically involving the formation and utilization of the following new entities:
(a) Solara Consolidated Master Fund LP, a Delaware limited partnership to be formed (the "Master Fund" or the "Consolidated Master Fund"), with Solara Consolidated Master Fund GP LLC, a Delaware limited liability company to be formed (the "Master Fund GP"), as its general partner;
(b) Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed (the "International Feeder"), which will serve as a feeder vehicle for non-U.S. investors investing indirectly into the Consolidated Master Fund; and
(c) Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed (the "Tax-Exempt Feeder"), which will serve as a feeder vehicle for U.S. tax-exempt investors (including pension funds, endowments, and other organizations described in IRC § 501(c)(3)) investing indirectly into the Consolidated Master Fund for the purpose of mitigating unrelated business taxable income ("UBTI") concerns;
WHEREAS, the Reorganization will be implemented through a five-step integrated transaction, as follows:
Step 1 (target effective date: September 15, 2025) — Formation of the Master Fund GP, the Consolidated Master Fund, the International Feeder, and the Tax-Exempt Feeder, including the filing of certificates of formation and certificates of limited partnership with the Delaware Secretary of State for the Delaware entities and the registration of the Cayman entities with the Cayman Islands Monetary Authority, and the filing of Internal Revenue Service Form 8832 entity classification elections (check-the-box elections) for each new entity to be classified as a partnership for U.S. federal income tax purposes under Treasury Regulations § 301.7701-3;
Step 2 (target effective date: October 1, 2025) — Contribution by Solara Digital Partners Fund IV-A (Cayman) LP ("Fund IV-A Cayman") of all of its portfolio company assets (aggregate fair market value of $2,310,000,000; adjusted tax basis of $1,620,000,000; built-in gain of $690,000,000) to the Consolidated Master Fund in exchange for a limited partnership interest in the Consolidated Master Fund;
Step 3 (target effective date: October 15, 2025) — Contribution by Solara Digital Partners Fund IV-B (Luxembourg) SCSp ("Fund IV-B Lux") of all of its portfolio company assets (aggregate fair market value of €1,070,000,000 / approximately $1,160,000,000; adjusted tax basis of €782,000,000 / approximately $844,600,000; built-in gain of €288,000,000 / approximately $311,000,000) to the Consolidated Master Fund in exchange for a limited partnership interest in the Consolidated Master Fund;
Step 4 (target effective date: November 1, 2025) — Contribution by Fund V-A Cayman of all of its portfolio company assets (aggregate fair market value of $2,890,000,000; adjusted tax basis of $2,340,000,000; built-in gain of $550,000,000) to the Consolidated Master Fund in exchange for a limited partnership interest in the Consolidated Master Fund, and contribution by Fund V-B Lux of all of its portfolio company assets (aggregate fair market value of €1,290,000,000 / approximately $1,390,000,000; adjusted tax basis of €1,140,000,000 / approximately $1,230,000,000; built-in gain of €150,000,000 / approximately $162,000,000) to the Consolidated Master Fund in exchange for a limited partnership interest in the Consolidated Master Fund; and
Step 5 (target effective date: December 1, 2025) — Dissolution of Fund V-A Cayman and Fund V-B Lux (along with Fund IV-A Cayman and Fund IV-B Lux) and distribution of their respective limited partnership interests in the Consolidated Master Fund to their existing limited partners, with non-U.S. limited partners rolling into the International Feeder and U.S. tax-exempt limited partners rolling into the Tax-Exempt Feeder;
WHEREAS, the aggregate financial parameters of the Reorganization across all offshore vehicles to be reorganized are as follows: total fair market value of assets to be transferred to the Consolidated Master Fund of approximately $7,750,000,000; total adjusted tax basis of such assets of approximately $6,030,000,000; total built-in gain of approximately $1,720,000,000; aggregate liabilities to be assumed by the Consolidated Master Fund of approximately $1,340,000,000; and 23 total portfolio companies (11 held by the Fund IV vehicles and 12 held by the Fund V vehicles);
WHEREAS, following the consummation of the Reorganization, U.S. taxable investors will remain directly in Fund V LP, which will co-invest alongside the Consolidated Master Fund on a proportionate basis, thereby preserving the existing investment economics for all categories of investors while simplifying the overall fund structure;
WHEREAS, Calderwood & Harkness LLP, 1900 K Street NW, Suite 1100, Washington, DC 20006, has been retained as U.S. tax counsel to the Partnership and the General Partner (Leonard Cross, Responsible Partner; Sylvia Hartwell, Billing Partner; Robert Jansen, Lead Associate; Garrett Simmons, Working Associate) to prepare and submit a private letter ruling request (the "PLR Request") to the Internal Revenue Service Office of the Associate Chief Counsel (International), with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs & Special Industries), to confirm the intended tax-free treatment of the Reorganization under Sections 721(a), 721(b), 367, 731, 731(c), 752, 704(c), and 1446 of the Internal Revenue Code of 1986, as amended (the "Code" or "IRC"), and Treasury Regulations § 301.7701-3, with the PLR Request to be submitted to the IRS on or about August 15, 2025;
WHEREAS, Whitfield, Carruthers & Doyle LLP (Diana Carruthers, Partner) serves as outside counsel to the LPAC and has reviewed the proposed Reorganization for LP consent purposes and has provided the LPAC with an independent assessment of the potential risks, benefits, and alternatives associated with the Reorganization;
WHEREAS, the contributions of portfolio company assets contemplated under Steps 2 through 4 of the Reorganization are intended to be tax-free contributions under IRC § 721(a), with carryover basis under IRC § 723 and holding period tacking under IRC § 1223(2), and the distributions of Consolidated Master Fund partnership interests contemplated under Step 5 are intended to be tax-free distributions under IRC § 731(a), in each case without recognition of gain or loss by the contributing or distributing partnerships or by their respective partners;
WHEREAS, the Partnership Agreement requires the consent of the Limited Partners holding a specified percentage in interest of capital commitments for certain amendments to the Partnership Agreement and for certain significant transactions, and this Amendment is being submitted to the Limited Partners for their approval in accordance with such requirements;
WHEREAS, each entity classification election (Form 8832) for the newly formed entities contemplated by the Reorganization will elect partnership classification under Treasury Regulations § 301.7701-3, and no election will be made to classify any such entity as an association taxable as a corporation for U.S. federal income tax purposes;
NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
All capitalized terms used but not otherwise defined in this Amendment shall have the respective meanings ascribed to such terms in the Partnership Agreement. In addition to the terms defined elsewhere in this Amendment, the following terms shall have the meanings set forth below for purposes of this Amendment:
"Consolidated Master Fund" means Solara Consolidated Master Fund LP, a Delaware limited partnership to be formed in connection with the Reorganization in accordance with the terms hereof.
"Fund V-A Cayman" means Solara Digital Partners Fund V-A (Cayman) LP, a Cayman Islands exempted limited partnership, CIMA registration number MF-89103, Employer Identification Number (U.S.) 98-7891234.
"Fund V-B Lux" means Solara Digital Partners Fund V-B (Luxembourg) SCSp, a Luxembourg special limited partnership (société en commandite spéciale), RCS number B 271056, Employer Identification Number (U.S.) 98-7891267.
"International Feeder" means Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed in connection with the Reorganization in accordance with the terms hereof, which will serve as a feeder vehicle for non-U.S. investors investing indirectly into the Consolidated Master Fund.
"Legacy Offshore Vehicles" means, collectively, 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 in connection with the Reorganization in accordance with the terms hereof, which will serve as the general partner of the Consolidated Master Fund.
"PLR Request" means the private letter ruling request to be prepared by Calderwood & Harkness LLP and submitted to the Internal Revenue Service Office of the Associate Chief Counsel (International), with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs & Special Industries), seeking confirmation of the intended tax-free treatment of the Reorganization under the applicable provisions of the Code and the Treasury Regulations.
"Portfolio Company Interests" means equity and equity-like interests in portfolio companies held by the Legacy Offshore Vehicles, including, without limitation, interests in Veridian Edge Computing Corp. (a Delaware corporation; fair market value of approximately $1,120,000,000; adjusted tax basis of approximately $780,000,000; held approximately 55% by Fund V-A Cayman and 45% by Fund V LP) and Helix SaaS Holdings Ltd. (a Cayman Islands exempted company; fair market value of approximately $445,000,000; adjusted tax basis of approximately $310,000,000; held 100% by Fund V-A Cayman), together with all other portfolio company interests held by the Fund V vehicles.
"Reorganization" means the multi-step cross-border reorganization of the Solara fund platform as described in the Recitals to this Amendment, consisting of the formation of new entities (Step 1), the successive contributions of portfolio assets by Fund IV and Fund V offshore vehicles to the Consolidated Master Fund (Steps 2, 3, and 4), and the dissolution of the Legacy Offshore Vehicles and migration of limited partners to the appropriate feeder vehicles (Step 5).
"Reorganization Documents" means, collectively, all agreements, instruments, certificates, consents, elections, filings, and other documents to be executed, delivered, and filed in connection with the Reorganization, including, without limitation, the limited partnership agreement of the Consolidated Master Fund, the operating agreement of the Master Fund GP, the limited partnership agreements of the International Feeder and the Tax-Exempt Feeder, contribution agreements, assignment and assumption agreements, Form 8832 entity classification elections, the PLR Request, lender consent letters, insurance endorsements, and any other documents reasonably necessary to consummate the Reorganization.
"Step 4 Contributions" means the contributions by Fund V-A Cayman and Fund V-B Lux of their respective portfolio company assets to the Consolidated Master Fund in exchange for limited partnership interests therein, as described in Step 4 of the Reorganization.
"Step 5 Dissolutions" means the dissolutions of the Legacy Offshore Vehicles and the distribution of their respective partnership interests in the Consolidated Master Fund to their existing limited partners, as described in Step 5 of the Reorganization.
"Tax-Exempt Feeder" means Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed in connection with the Reorganization in accordance with the terms hereof, which will serve as a feeder vehicle for U.S. tax-exempt investors (including pension funds, endowments, and other organizations described in IRC § 501(c)(3)) investing indirectly into the Consolidated Master Fund.
Section 1.2 — Interpretation
(a) All references in this Amendment to the "Partnership Agreement" shall mean the Amended and Restated Agreement of Limited Partnership of Solara Digital Partners Fund V LP, dated as of September 30, 2023, as amended by this Amendment, and as may be further amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms and the terms of this Amendment.
(b) In the event of any conflict or inconsistency between the terms and provisions of this Amendment and the terms and provisions of the Partnership Agreement (as in effect immediately prior to the effectiveness of this Amendment), the terms and provisions of this Amendment shall control and prevail.
(c) References in this Amendment to "Sections," "Articles," and "Exhibits" are, unless otherwise specified, references to Sections, Articles, and Exhibits of this Amendment. References to "Sections" of the Partnership Agreement are, where the context so requires, references to the Sections of the Partnership Agreement as amended by this Amendment.
(d) The terms "include," "includes," and "including" shall be deemed to be followed by the words "without limitation." The terms "hereof," "herein," "hereby," and "hereunder" refer to this Amendment as a whole. The term "or" is not exclusive. Words in the singular include the plural and vice versa.
ARTICLE II — AUTHORIZATION OF THE REORGANIZATION
Section 2.1 — Consent to the Reorganization
The Limited Partners hereby consent to the Reorganization as described in the Recitals to this Amendment, including, without limitation, the following actions:
(a) The contribution by Fund V-A Cayman and Fund V-B Lux of all of their respective portfolio company assets to the Consolidated Master Fund in exchange for limited partnership interests therein, as contemplated by Step 4 of the Reorganization (target effective date: November 1, 2025);
(b) The dissolution of Fund V-A Cayman and Fund V-B Lux and the distribution of their respective partnership interests in the Consolidated Master Fund to their respective limited partners, as contemplated by Step 5 of the Reorganization (target effective date: December 1, 2025);
(c) The migration of non-U.S. limited partners from Fund V-A Cayman into the International Feeder and the migration of U.S. tax-exempt limited partners from Fund V-A Cayman and Fund V-B Lux into the Tax-Exempt Feeder, in each case in connection with the Step 5 Dissolutions; and
(d) The establishment of the post-Reorganization structure whereby Fund V LP will co-invest directly alongside the Consolidated Master Fund on a proportionate basis, rather than alongside separate parallel offshore vehicles, in a manner designed to preserve the economic rights, investment exposure, and proportionate sharing of gains, losses, and distributions applicable to the Limited Partners.
The consent of the Limited Partners provided pursuant to this Section 2.1 is granted with the understanding that the Reorganization is subject to the conditions precedent set forth in Article V of this Amendment and that the General Partner retains the authority to modify the timing and structure of the Reorganization steps as provided in Section 2.4.
Section 2.2 — Authorization of the General Partner
The General Partner is hereby authorized, empowered, and directed, on behalf of the Partnership and the Limited Partners, to take the following actions in connection with the Reorganization:
(a) Formation of New Entities. Cause the formation of the Consolidated Master Fund, the Master Fund GP, the International Feeder, and the Tax-Exempt Feeder, including (i) the preparation and filing of certificates of formation and certificates of limited partnership with the Office of the Secretary of State of the State of Delaware for the Consolidated Master Fund and the Master Fund GP, (ii) coordination with Meridian Offshore Legal (Fiona McAllister, Partner) for the formation and registration of the International Feeder and the Tax-Exempt Feeder as Cayman Islands exempted limited partnerships with the Cayman Islands Monetary Authority, and (iii) engagement of Harborstone Corporate Services Ltd. as registered office provider for the Cayman feeder entities;
(b) Negotiation and Execution of Reorganization Documents. Negotiate, execute, and deliver the limited partnership agreement of the Consolidated Master Fund, the operating agreement of the Master Fund GP, the limited partnership agreements of the International Feeder and the Tax-Exempt Feeder, and all other Reorganization Documents, on such terms and conditions as the General Partner determines in its reasonable discretion to be in the best interests of the Partnership and the Limited Partners;
(c) Entity Classification Elections. File Internal Revenue Service Form 8832 (Entity Classification Election) for the Consolidated Master Fund, the International Feeder, and the Tax-Exempt Feeder, in each case electing classification as a partnership for U.S. federal income tax purposes under Treasury Regulations § 301.7701-3, and take all actions necessary to ensure the timely filing and effectiveness of such elections;
(d) Coordination with Tax Counsel. Coordinate with Calderwood & Harkness LLP (Leonard Cross, Responsible Partner; Sylvia Hartwell, Billing Partner; Robert Jansen, Lead Associate; Garrett Simmons, Working Associate), 1900 K Street NW, Suite 1100, Washington, DC 20006, in the preparation, review, finalization, and submission of the PLR Request to the Internal Revenue Service, including the preparation of all supporting exhibits, financial data compilations, tax analysis memoranda, and organizational charts required by the PLR Request;
(e) Powers of Attorney. File Internal Revenue Service Form 2848 (Power of Attorney and Declaration of Representative) designating Leonard Cross and Sylvia Hartwell of Calderwood & Harkness LLP as authorized representatives of the Partnership, the General Partner, and each of the Legacy Offshore Vehicles before the Internal Revenue Service in connection with the PLR Request and all related matters;
(f) Penalties of Perjury Declaration. Execute and deliver the penalties of perjury declaration required to accompany the PLR Request, with Viktor Raines, in his capacity as Managing Partner of Solara GP, serving as the authorized signatory for such declaration on behalf of the Partnership and the General Partner;
(g) Asset Contributions and Reorganization Steps. Cause the contribution of Fund V parallel vehicle portfolio company assets to the Consolidated Master Fund and take all actions necessary or advisable to consummate Steps 4 and 5 of the Reorganization, including the execution of contribution agreements, assignment and assumption agreements, and instruments of transfer;
(h) Luxembourg Dissolution Coordination. Coordinate with Veldhuis & Gérard S.à r.l. (Marc Gérard, Managing Partner), Luxembourg counsel, regarding the dissolution of Fund V-B Lux (RCS B 271056), including the preparation and filing of all dissolution documents with the Luxembourg Trade and Companies Register, notification to the Commission de Surveillance du Secteur Financier ("CSSF"), and obtaining Luxembourg tax clearance certificates as required under applicable Luxembourg law;
(i) Cayman Deregistration. Coordinate with Meridian Offshore Legal regarding the deregistration of Fund V-A Cayman with the Cayman Islands Monetary Authority (CIMA registration MF-89103), including the preparation and filing of all deregistration applications and the satisfaction of all applicable Cayman Islands regulatory requirements;
(j) Lender Consents. Execute amendments, consents, and waivers under existing credit facilities as necessary to permit the consummation of the Reorganization, including obtaining consent from Ashford National Bank, N.A. (Thomas Greenleaf, Managing Director, Fund Finance) and Sentinel Capital Markets LLC (Laura Pak, Vice President) under the Partnership's $1,500,000,000 Fund V subscription revolving credit facility, and negotiate such modifications to the credit facility documentation as may be required to reflect the post-Reorganization structure;
(k) Insurance. Notify Hawkstone Specialty Insurance Co. (Neil Braddock, Senior Underwriter) of the Reorganization and request endorsement of the Partnership's directors' and officers' liability insurance and errors and omissions liability insurance policies (aggregate limit of $50,000,000) to provide coverage for the officers, directors, managers, and employees of the newly formed entities in connection with the Reorganization;
(l) Fund Administration. Notify Clarendon Fund Services Ltd. (Rachel Okonkwo, Client Relationship Director) regarding the transition of fund administration services to accommodate the post-Reorganization structure, including the establishment of new accounts, books, and records for the Consolidated Master Fund and the feeder entities;
(m) Fair Market Value Appraisals. Engage Redstone Advisory Group LLC (Marco DeLuca, Managing Director) to prepare independent fair market value appraisals of the portfolio company interests being transferred from the Legacy Offshore Vehicles to the Consolidated Master Fund, such appraisals to be prepared in accordance with generally accepted valuation methodologies and to be used as support for the tax positions taken in the PLR Request and the Partnership's tax returns;
(n) Accounting and Tax Compliance Support. Coordinate with Caldwell Pierce & Co. LLP (Helen Okamoto, Partner, Financial Services Tax), the Partnership's independent accounting firm and tax compliance provider, for the preparation and compilation of financial data, historical tax return information, and Schedule K-1 data needed for the Reorganization, the PLR Request, and the post-Reorganization tax reporting; and
(o) General Authority. Take all other actions as may be reasonably necessary, appropriate, or desirable to consummate the Reorganization, including the execution and delivery of any additional agreements, instruments, certificates, consents, and filings, and the engagement of additional advisors, service providers, and professionals as the General Partner may determine in its reasonable discretion to be necessary or advisable.
Section 2.3 — Tax Treatment
The Partnership and the General Partner intend that the Reorganization be treated for U.S. federal income tax purposes as follows, and the General Partner is authorized to take all actions and make all elections consistent with the following intended tax treatment:
(a) Tax-Free Contributions Under IRC § 721(a). The Step 4 Contributions constitute tax-free contributions of property to the Consolidated Master Fund in exchange for partnership interests under IRC § 721(a), and no gain or loss shall be recognized by Fund V-A Cayman, Fund V-B Lux, or any of their respective partners as a result of such contributions.
(b) Carryover Basis and Holding Period Tacking. The Consolidated Master Fund's basis in the portfolio company assets received in the Step 4 Contributions shall be determined under IRC § 723, which provides for a carryover basis equal to the adjusted tax basis of such assets in the hands of the contributing partnerships immediately prior to the contribution. The Consolidated Master Fund's holding period in such assets shall include the holding period of the contributing partnerships under IRC § 1223(2).
(c) Not an Investment Company. The Consolidated Master Fund is not an "investment company" within the meaning of IRC § 721(b) and Treasury Regulations § 1.351-1(c)(1)(ii), as the portfolio of the Consolidated Master Fund consists of interests in operating companies engaged in digital infrastructure (data centers, fiber-optic networks, edge computing) and enterprise SaaS businesses, and the Consolidated Master Fund does not hold a diversified portfolio of stocks, securities, or other investment assets of the type described in IRC § 351(e)(1).
(d) IRC § 367 Inapplicable. Sections 367(a) and 367(b) of the Code do not apply to the Step 4 Contributions because the Consolidated Master Fund is classified as a partnership, and not as a corporation or an association taxable as a corporation, for U.S. federal income tax purposes pursuant to the Form 8832 entity classification election filed in connection with Step 1 of the Reorganization.
(e) Tax-Free Distributions Under IRC § 731(a). The Step 5 distributions of Consolidated Master Fund partnership interests by the Legacy Offshore Vehicles to their respective limited partners constitute tax-free distributions under IRC § 731(a), and no gain shall be recognized by the distributing partnerships or by the distributee partners, except to the extent that money distributed exceeds the adjusted basis of the distributee partner's interest in the distributing partnership (which the General Partner does not anticipate will occur). Section 731(c) of the Code does not apply to the Step 5 distributions because the Consolidated Master Fund partnership interests distributed are not "marketable securities" as defined in IRC § 731(c)(2), as such interests are not traded on an established securities market and are not readily tradable on a secondary market or the substantial equivalent thereof.
(f) IRC § 704(c) Built-In Gain Tracking. Built-in gain and loss accounts under IRC § 704(c) applicable to the portfolio company assets held by the Legacy Offshore Vehicles shall carry over to the Consolidated Master Fund and shall be maintained and tracked by the Consolidated Master Fund using the remedial allocation method described in Treasury Regulations § 1.704-3(d), which is the same method that has been used by the Legacy Offshore Vehicles and the Partnership.
(g) IRC § 752 Liability Shifts. Shifts in partner-level shares of the aggregate $1,340,000,000 in liabilities that will be assumed by or transferred to the Consolidated Master Fund in connection with the Reorganization shall be netted under Treasury Regulations § 1.752-1(f) and are not expected to result in the recognition of gain by any partner, as the increases and decreases in each partner's share of partnership liabilities occurring as part of the Reorganization are treated as occurring simultaneously rather than sequentially.
(h) No IRC § 1446 Withholding. No withholding under IRC § 1446(a) is required with respect to the Step 4 Contributions or the Step 5 distributions, as the Step 4 Contributions are tax-free contributions that do not give rise to effectively connected taxable income allocable to foreign partners, and the Step 5 distributions are tax-free distributions under IRC § 731(a).
(i) PLR Request Authorization. The General Partner is authorized to seek confirmation of the foregoing intended tax treatment through the PLR Request to the IRS Office of the Associate Chief Counsel (International), with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs & Special Industries), and to take all actions reasonably necessary to prosecute and advance the PLR Request to a favorable conclusion.
For the avoidance of doubt, the Fund V parallel vehicle portfolio assets being contributed to the Consolidated Master Fund in the Step 4 Contributions include interests in 12 portfolio companies, with specific reference to the following key holdings: (i) Veridian Edge Computing Corp. (fair market value of approximately $1,120,000,000; adjusted tax basis of approximately $780,000,000; built-in gain of approximately $340,000,000); and (ii) Helix SaaS Holdings Ltd. (fair market value of approximately $445,000,000; adjusted tax basis of approximately $310,000,000; built-in gain of approximately $135,000,000). The complete schedule of portfolio company interests, including fair market values, adjusted tax bases, and built-in gains, will be set forth in the contribution agreements and the exhibits to the PLR Request.
Section 2.4 — Scope of Authorization
The authorization granted to the General Partner pursuant to this Article II extends to actions taken prior to, on, or after the Effective Date in furtherance of the Reorganization. Any actions taken by the General Partner prior to the Effective Date that were within the scope of the authorization granted by this Article II are hereby ratified and confirmed.
The General Partner may modify the timing of the Reorganization steps described in the Recitals, provided that the target effective date for the Step 5 Dissolutions remains on or about December 1, 2025, or such other date as the General Partner determines in its reasonable discretion, taking into account the progress of the PLR Request, the receipt of lender consents, the availability of regulatory approvals, and other relevant factors. The General Partner shall provide the LPAC with reasonable advance notice of any material changes to the Reorganization timeline.
The General Partner may adjust the structure of the Reorganization as reasonably necessary to address feedback received from the IRS during the pre-submission conference (which has been requested for July 22, 2025) or in response to the PLR Request, or to address changes in applicable tax law, regulation, or administrative guidance, provided that such adjustments do not materially adversely affect the economic rights, investment exposure, or tax position of the Limited Partners. If any structural adjustment is required that would, in the General Partner's reasonable judgment, materially adversely affect the Limited Partners, the General Partner shall seek LPAC consent prior to implementing such adjustment.
ARTICLE III — AMENDMENTS TO THE PARTNERSHIP AGREEMENT
Section 3.1 — Amendment to Investment Provisions
The Partnership Agreement is hereby amended to permit the Partnership's portfolio company assets that are held through Fund V-A Cayman and Fund V-B Lux (i.e., the portfolio company interests held indirectly by the Partnership through the Legacy Offshore Vehicles as part of the parallel fund structure) to be contributed to the Consolidated Master Fund as part of the Reorganization. For the avoidance of doubt, this amendment authorizes the transfer of such assets out of the Legacy Offshore Vehicles and into the Consolidated Master Fund, notwithstanding any investment restrictions, transfer limitations, or other provisions in the Partnership Agreement that might otherwise be interpreted to restrict or prohibit such transfers.
Following the consummation of the Reorganization, the Partnership (Fund V LP) will co-invest alongside the Consolidated Master Fund on a proportionate basis, rather than alongside separate parallel offshore vehicles. All new investments and follow-on investments of the Partnership shall be made in accordance with this co-investment arrangement, with Fund V LP investing directly and the feeder vehicles investing indirectly through the Consolidated Master Fund.
The existing investment restrictions, concentration limits, sector allocation guidelines, and diversification requirements set forth in the Partnership Agreement shall continue to apply to the Partnership's investments, and for purposes of measuring compliance with such restrictions and limits, the Partnership's investments shall be calculated on an aggregated basis that includes both the Partnership's direct investments and the Partnership's proportionate share of the Consolidated Master Fund's investments. The General Partner shall ensure that the limited partnership agreement of the Consolidated Master Fund contains investment restrictions that are consistent with, and no less restrictive than, the investment restrictions set forth in the Partnership Agreement.
Section 3.2 — Amendment to Parallel Fund Provisions
All provisions in the Partnership Agreement relating to the parallel fund structure, specifically those provisions governing the establishment, maintenance, and operation of parallel fund vehicles alongside Fund V LP, and the relationship between Fund V LP and the Legacy Offshore Vehicles, are hereby amended to reflect the post-Reorganization structure.
Following the consummation of the Reorganization, all references to "Parallel Funds," "Parallel Vehicles," or similar terms in the Partnership Agreement shall be deemed to refer to the Consolidated Master Fund, the International Feeder, and the Tax-Exempt Feeder, and not to the Legacy Offshore Vehicles (which will have been dissolved pursuant to Step 5 of the Reorganization).
The aggregate investments convention pursuant to which investment opportunities are allocated on a proportionate basis across Fund V LP and its parallel vehicles shall be maintained through the Consolidated Master Fund structure. The General Partner shall ensure that the limited partnership agreement of the Consolidated Master Fund and the limited partnership agreements of the feeder vehicles contain provisions that are consistent with the aggregate investments convention and the principles of proportionate allocation applicable under the Partnership Agreement.
Section 3.3 — Amendment to Allocation and Distribution Provisions
The allocation and distribution provisions of the Partnership Agreement, including the provisions governing the allocation of net income, net loss, capital gains, and capital losses among the Partners, and the provisions governing the distribution of proceeds and other amounts to the Partners, are hereby amended to the extent necessary to accommodate the following:
(a) The Consolidated Master Fund structure as a co-investment vehicle alongside Fund V LP, such that the allocation and distribution provisions of the Partnership Agreement operate in a manner that is economically equivalent to the allocations and distributions that would have been made under the prior parallel fund structure;
(b) The continuation of IRC § 704(c) built-in gain and loss tracking for the contributed properties using the remedial allocation method under Treasury Regulations § 1.704-3(d), including the maintenance of § 704(c) accounts at the Consolidated Master Fund level and the flow-through of § 704(c) allocations to the Partners through the feeder structures; and
(c) Adjustments to IRC § 752 liability allocations resulting from the Reorganization, including the reallocation of liability shares among the Partners to reflect the post-Reorganization structure.
For the avoidance of doubt, the existing distribution waterfall, carried interest provisions, management fee provisions, preferred return calculations, clawback obligations, and all other economic terms of the Partnership Agreement remain unchanged except to the extent specifically and expressly modified by this Amendment to reflect the post-Reorganization structure. The General Partner shall ensure that the economic terms of the Consolidated Master Fund's limited partnership agreement are structured to preserve the economic equivalence of the Partnership's existing terms for all categories of investors.
Section 3.4 — Amendment to Transfer and Withdrawal Provisions
The transfer restrictions and withdrawal provisions in the Partnership Agreement are hereby amended to permit the limited partner migration contemplated in Step 5 of the Reorganization without requiring the individual transfer consent procedures that would otherwise apply under the Partnership Agreement. Specifically:
(a) The migration of non-U.S. limited partners from Fund V-A Cayman to the International Feeder shall not be treated as a "transfer" requiring the General Partner's consent or the satisfaction of any other transfer conditions under the Partnership Agreement; and
(b) The migration of U.S. tax-exempt limited partners from Fund V-A Cayman and Fund V-B Lux to the Tax-Exempt Feeder shall not be treated as a "transfer" requiring the General Partner's consent or the satisfaction of any other transfer conditions under the Partnership Agreement.
Any admission of a Limited Partner or former limited partner of the Legacy Offshore Vehicles into the International Feeder or the Tax-Exempt Feeder in connection with the Reorganization shall not be treated as a new admission, a transfer, or a secondary transaction requiring consent under the Partnership Agreement. For all purposes of the Partnership Agreement and the Reorganization Documents, such migrations and admissions shall be treated as part of the integrated Reorganization transaction and shall not give rise to any transfer fees, consent fees, or other charges that might otherwise be assessed in connection with transfers or admissions under the Partnership Agreement.
Section 3.5 — Amendment to Reporting and Information Rights
The reporting obligations of the General Partner under the Partnership Agreement are hereby amended to include the Consolidated Master Fund as a vehicle through which the Partnership's parallel investments are made following the Reorganization. Without limiting the foregoing:
(a) The General Partner shall provide the Limited Partners with quarterly and annual financial statements and reports that reflect both (i) Fund V LP's direct holdings and (ii) Fund V LP's proportionate share of the Consolidated Master Fund's holdings, presented in a manner that provides the Limited Partners with a comprehensive view of the Partnership's total investment portfolio;
(b) The General Partner shall cause the Consolidated Master Fund to prepare and maintain books, records, and financial statements in accordance with U.S. generally accepted accounting principles ("GAAP"), subject to the same accounting policies and practices applicable to Fund V LP;
(c) FATCA (IRC §§ 1471–1474), CRS, and all other tax information exchange reporting obligations shall be prepared and filed in a manner consistent with the post-Reorganization structure, with the objective of simplifying and streamlining the reporting obligations across the Solara fund platform; and
(d) Annual Schedule K-1s and all other tax reporting materials shall be prepared in a manner that accurately reflects the post-Reorganization structure, including the flow-through of items of income, gain, loss, deduction, and credit from the Consolidated Master Fund through the feeder vehicles to the individual Partners.
Section 3.6 — Amendment to LPAC Provisions
The LPAC provisions of the Partnership Agreement are hereby amended to reflect that the LPAC's oversight and consent authority extends to matters involving the Consolidated Master Fund, the International Feeder, and the Tax-Exempt Feeder insofar as such matters affect the Partnership, the Limited Partners, or the economic terms of their investment in the Partnership.
Whitfield, Carruthers & Doyle LLP (Diana Carruthers, Partner) shall continue to serve as outside counsel to the LPAC and shall provide independent advice to the LPAC with respect to matters arising under the Consolidated Master Fund structure and the feeder vehicles.
The preliminary consent provided by the LPAC at the meeting held on April 22, 2025, at which Limited Partners holding approximately 78% in interest of the capital commitments to the Partnership voted in favor of the Reorganization, is hereby confirmed and ratified. Such consent shall be deemed to satisfy any LPAC consent requirements under the Partnership Agreement with respect to the Reorganization, including the formation of the new entities, the Step 4 Contributions, the Step 5 Dissolutions, and the related limited partner migrations.
Section 3.7 — Amendment to Dissolution Provisions
The dissolution provisions of the Partnership Agreement are not amended by this Amendment. Fund V LP shall continue as a separate Delaware limited partnership and is not dissolved, merged, or terminated as a result of the Reorganization. The term of the Partnership, and all provisions governing the winding up and dissolution of the Partnership, shall remain in full force and effect.
For the avoidance of doubt, the dissolution of the Legacy Offshore Vehicles under Step 5 of the Reorganization does not constitute a dissolution event with respect to Fund V LP under the Partnership Agreement, does not trigger any dissolution or termination provisions of the Partnership Agreement, and does not give rise to any right of any Limited Partner to withdraw from the Partnership or to receive a distribution of such Limited Partner's capital account balance in lieu of continuing participation in the Partnership.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES
Section 4.1 — Representations and Warranties of the General Partner
The General Partner hereby represents and warrants to the Limited Partners as of the Effective Date as follows:
(a) Power and Authority. The General Partner has full power and authority to execute, deliver, and perform its obligations under this Amendment and to cause the Partnership to consummate the Reorganization on the terms and conditions described herein. The General Partner is duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) Due Authorization. The execution and delivery of this Amendment by the General Partner and the consummation of the Reorganization have been duly authorized by all necessary limited liability company action on the part of the General Partner, including the approval of the board of the General Partner obtained at a duly convened meeting held on March 14, 2025, and no further action on the part of the General Partner is required to authorize this Amendment or the Reorganization.
(c) Binding Obligation. This Amendment constitutes the legal, valid, and binding obligation of the General Partner, enforceable against the General Partner in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and by general principles of equity.
(d) No Violation. The execution and delivery of this Amendment and the consummation of the Reorganization will not (i) violate any provision of the organizational documents of the General Partner, the Partnership, or any Legacy Offshore Vehicle, (ii) violate any applicable law, statute, rule, regulation, order, judgment, or decree of any governmental authority, (iii) result in a breach of, or default under, any material agreement, contract, or instrument to which the Partnership or the General Partner is a party or by which any of their respective assets are bound, or (iv) result in the creation or imposition of any lien, encumbrance, or security interest on any assets of the Partnership.
(e) Tax Counsel. The General Partner has engaged Calderwood & Harkness LLP as U.S. tax counsel to the Partnership and the General Partner and believes in good faith, based on the advice of such counsel, that the Reorganization will qualify for the intended tax-free treatment described in Section 2.3 of this Amendment. The General Partner has provided, and will continue to provide, complete and accurate factual information to Calderwood & Harkness LLP in connection with the preparation and submission of the PLR Request.
(f) Lender Consents. The General Partner will obtain all required consents under the Partnership's $1,500,000,000 Fund V subscription revolving credit facility from Ashford National Bank, N.A. (Thomas Greenleaf, Managing Director, Fund Finance) and Sentinel Capital Markets LLC (Laura Pak, Vice President) prior to the consummation of Step 4 of the Reorganization. The General Partner has no reason to believe that such consents will not be obtained on a timely basis and on terms acceptable to the General Partner.
(g) Accounting and Financial Data. The General Partner has coordinated, and will continue to coordinate, with Caldwell Pierce & Co. LLP (Helen Okamoto, Partner, Financial Services Tax), the Partnership's independent accounting firm and tax compliance provider, to ensure that complete and accurate financial data, including asset valuations, adjusted tax bases, built-in gain and loss calculations, and liability information, supports the Reorganization, the PLR Request, and the preparation of all required tax filings and reports.
Section 4.2 — Representations and Warranties of the Limited Partners
Each Limited Partner, by executing the Form of LP Consent attached hereto as Exhibit A or otherwise consenting to this Amendment in the manner specified in the Partnership Agreement, hereby represents and warrants as of the date of such execution or consent as follows:
(a) Authority. Such Limited Partner has the requisite power and authority (corporate, partnership, trust, or otherwise, as applicable) to execute and deliver the Form of LP Consent and to consent to this Amendment and the Reorganization, and such execution, delivery, and consent have been duly authorized by all necessary action on the part of such Limited Partner.
(b) Review and Consultation. Such Limited Partner has been afforded a reasonable opportunity to review this Amendment and the Reorganization Documents and to consult with its own legal counsel, tax advisors, and other professional advisors concerning the terms and implications of this Amendment and the Reorganization. Such Limited Partner has either consulted with its own advisors or has elected not to do so, in each case at its sole discretion.
(c) Tax Treatment Acknowledgment. Such Limited Partner acknowledges that the intended tax treatment of the Reorganization as described in Section 2.3 of this Amendment is based on current provisions of the Code, the Treasury Regulations, published IRS guidance, and the anticipated PLR, and that no assurance can be given that the IRS will issue a favorable ruling, that the tax treatment described herein will ultimately be sustained, or that future changes in applicable tax law will not affect the tax consequences of the Reorganization. Each Limited Partner is responsible for its own determination of the tax consequences of the Reorganization and this Amendment and is not relying on the General Partner or the Partnership for tax advice.
ARTICLE V — CONDITIONS PRECEDENT
Section 5.1 — Conditions to Effectiveness of the Reorganization
The obligations of the General Partner to consummate the Reorganization (but not the effectiveness of this Amendment itself, which shall become effective upon its execution by the General Partner and the receipt of LP consent as provided herein) are subject to the satisfaction or waiver (in accordance with Section 5.2) of the following conditions:
(a) LP Consent. Receipt of consent to this Amendment and the Reorganization from Limited Partners holding at least the percentage in interest of capital commitments required under the Partnership Agreement for amendments and major transactions of the type contemplated hereby;
(b) Formation of New Entities. Formation of the Consolidated Master Fund, the Master Fund GP, the International Feeder, and the Tax-Exempt Feeder, including the filing of all required formation documents with the applicable governmental authorities (target: September 15, 2025);
(c) Entity Classification Elections. Filing and effectiveness of Internal Revenue Service Form 8832 entity classification elections for each of the newly formed entities, electing partnership classification under Treasury Regulations § 301.7701-3;
(d) Lender Consents. Receipt of all required consents and waivers under the Partnership's $1,500,000,000 Fund V subscription revolving credit facility from Ashford National Bank, N.A. and Sentinel Capital Markets LLC, on terms reasonably satisfactory to the General Partner;
(e) PLR Request Submission. Submission of the PLR Request to the Internal Revenue Service Office of the Associate Chief Counsel (International) (target: August 15, 2025), including payment of the applicable IRS user fee (currently $38,000 for ruling requests of this type);
(f) No Material Adverse Tax Law Change. No material adverse change in applicable U.S. federal income tax law, Treasury Regulations, IRS guidance, or judicial interpretation that would materially affect the intended tax-free treatment of the Reorganization as described in Section 2.3 of this Amendment shall have occurred between the Effective Date and the consummation of the relevant Reorganization step;
(g) Regulatory Approvals and Notifications. Receipt of all required regulatory approvals, notifications, and clearances, including (i) the processing of the deregistration application for Fund V-A Cayman with the Cayman Islands Monetary Authority (CIMA registration MF-89103), and (ii) the submission of the required notification to the Commission de Surveillance du Secteur Financier ("CSSF") in Luxembourg with respect to the dissolution of Fund V-B Lux (RCS B 271056), in each case on a timely basis and without conditions that would materially adversely affect the Reorganization;
(h) Fair Market Value Appraisals. Completion of independent fair market value appraisals of the portfolio company interests being transferred from the Legacy Offshore Vehicles to the Consolidated Master Fund by Redstone Advisory Group LLC (Marco DeLuca, Managing Director), in accordance with generally accepted valuation methodologies and on terms reasonably satisfactory to the General Partner; and
(i) Insurance Endorsement. Endorsement of the Partnership's directors' and officers' liability insurance and errors and omissions liability insurance policies (aggregate limit $50,000,000) by Hawkstone Specialty Insurance Co. (Neil Braddock, Senior Underwriter) to provide coverage for the officers, directors, managers, and employees of the newly formed entities in connection with the Reorganization.
Section 5.2 — Waiver of Conditions
The General Partner may, in its sole and absolute discretion, waive any one or more of the conditions precedent set forth in Section 5.1 at any time, except that the conditions set forth in Section 5.1(a) (LP Consent) and Section 5.1(f) (No Material Adverse Tax Law Change) may not be waived by the General Partner. Any waiver of a condition precedent by the General Partner shall not constitute a waiver of any other condition or any right of the General Partner under this Amendment or the Partnership Agreement.
ARTICLE VI — INDEMNIFICATION AND EXCULPATION
Section 6.1 — Continuation of Existing Provisions
The indemnification and exculpation provisions set forth in the Partnership Agreement (and any amendments thereto) remain in full force and effect and are not amended, modified, superseded, or otherwise affected by this Amendment. The rights and obligations of the parties under such provisions shall continue unimpaired.
Without limiting the generality of the foregoing, the indemnification and exculpation provisions of the Partnership Agreement shall extend to, and shall apply with respect to, all actions taken and decisions made by the General Partner, its affiliates, and their respective officers, directors, managers, members, employees, and agents in connection with the Reorganization, including, without limitation, the negotiation, execution, and delivery of the Reorganization Documents, the formation of the new entities, the submission and prosecution of the PLR Request, the Step 4 Contributions, the Step 5 Dissolutions, and all other actions taken in furtherance of the Reorganization.
Section 6.2 — Additional Indemnification
To the extent not already covered by the indemnification and exculpation provisions of the Partnership Agreement, the Partnership shall indemnify and hold harmless the General Partner and its officers, directors, managers, members, and employees, including Viktor Raines (Managing Partner and Founder), Meredith Tsao (Chief Operating Officer), Douglas Wexford (Chief Financial Officer), Priya Narasimhan (General Counsel), and Stefan Dalmqvist (Head of

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

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