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FORM OF CONSENT OF LIMITED PARTNER

Consent to Cross-Border Fund-Platform Reorganization and Related Amendments to Limited Partnership Agreements

Solara Digital Infrastructure LP — Fund Platform Reorganization

[__], 2025

This Form of Consent of Limited Partner (this "Consent") is delivered by the undersigned limited partner (the "Consenting LP") in connection with the proposed cross-border fund-platform reorganization (the "Reorganization") of the fund vehicles sponsored by Solara Digital Infrastructure LP, a Delaware limited partnership ("Solara" or "SDILP"), with its principal offices at 1200 Market Street, Suite 3400, Wilmington, DE 19801. The Reorganization is being undertaken by Solara Digital Infrastructure GP LLC, a Delaware limited liability company ("Solara GP" or the "General Partner"), in its capacity as general partner of the applicable fund vehicles described herein.

This Consent is delivered in response to, and should be read in conjunction with, the LP Consent Solicitation Letter dated [__], 2025 (the "Solicitation Letter") transmitted by the General Partner to all limited partners of the applicable fund vehicles. The Solicitation Letter was prepared with the assistance of Calderwood & Harkness LLP, U.S. tax counsel to Solara, and describes in detail the structure, rationale, anticipated timeline, and tax consequences of the Reorganization. The Consenting LP further acknowledges receipt of the LP Tax Impact Summary Letter accompanying the Solicitation Letter, which sets forth the anticipated U.S. federal income tax consequences of the Reorganization for each category of investor (U.S. taxable, U.S. tax-exempt, and non-U.S.). Reference is also made to the LPAC Presentation — Reorganization Overview presented at the April 22, 2025 meeting of the LP Advisory Committee (the "LPAC"), at which preliminary consent of 78% in interest was obtained from attending LPAC members.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the applicable Limited Partnership Agreement (as defined below, the "LPA") or the Solicitation Letter, as the context may require.

Section 1: Identification of Consenting LP

The Consenting LP shall complete the following information in its entirety. All fields are required unless otherwise indicated.

Full Legal Name of Consenting LP:

________________________________________

Type of Entity (or Individual):

________________________________________

(e.g., limited liability company, limited partnership, corporation, pension fund, endowment, sovereign wealth fund, insurance company, individual, trust)

Jurisdiction of Organization / Domicile:

________________________________________

Investor Category (check one):

U.S. Taxable Investor

U.S. Tax-Exempt Investor

Non-U.S. Investor

See Exhibit B for definitions of each investor category. The Consenting LP's investor category will determine the post-Reorganization fund vehicle into which the Consenting LP's interest will migrate.

Primary Contact Name:

________________________________________

Primary Contact Title:

________________________________________

Contact Email:

________________________________________

Contact Telephone:

________________________________________

Address for Notices:

________________________________________

Section 2: Identification of Fund Vehicle(s) and Capital Commitments

The Consenting LP should check each fund vehicle in which it holds a limited partnership interest and state its capital commitment in the appropriate column. If the Consenting LP holds interests in more than one fund vehicle, each applicable fund vehicle should be identified separately below.

Note: For purposes of the Reorganization, a EUR/USD exchange rate of 1.08 is being applied uniformly to all EUR-denominated amounts. This exchange rate is based on the three-month trailing average as of March 31, 2025, as agreed upon by the General Partner and the LPAC at the April 22, 2025 meeting. All references in this Consent to dollar amounts with respect to assets held by the Luxembourg SCSp vehicles reflect this exchange rate unless otherwise stated.

Instruction: The Consenting LP should check each fund vehicle in which it currently holds a limited partnership interest and state the amount of the Consenting LP's capital commitment to such fund vehicle as set forth in the Consenting LP's subscription agreement and applicable LPA. If the Consenting LP is uncertain as to the amount of its capital commitment, it should contact Priya Narasimhan, General Counsel, at the address set forth in Section 8.2 below.

Section 3: Description of the Reorganization

3.1 Overview. The Reorganization constitutes a multi-step cross-border reorganization of the Solara fund platform involving the domestication and merger of Cayman Islands and Luxembourg fund vehicles into a newly established Delaware-domiciled master fund structure (the "Consolidated Master Fund Structure"). As of the date hereof, Solara currently operates through six parallel fund vehicles spanning Delaware, the Cayman Islands, and Luxembourg, with approximately $14.7 billion in assets under management (as of March 31, 2025) invested across digital infrastructure (including data centers, fiber-optic networks, and edge computing facilities) and enterprise SaaS verticals.

The General Partner has determined that the Reorganization is in the best interests of the fund vehicles and their respective limited partners for the following principal business reasons:

(i) Operational Cost Reduction. The consolidation of the six parallel fund vehicles into the Consolidated Master Fund Structure is expected to yield approximately $3.8 million in annual savings through the elimination of duplicative offshore administration, audit, regulatory, and compliance fees currently incurred in the Cayman Islands and Luxembourg. These savings include, without limitation, the elimination of duplicative annual audit fees (currently paid to separate audit firms in each jurisdiction), duplicative registered agent and registered office fees, duplicative regulatory filing fees, and duplicative legal counsel retainer arrangements.

(ii) OECD Pillar Two GloBE Rules. The Organisation for Economic Co-operation and Development ("OECD") Pillar Two Global Anti-Base Erosion ("GloBE") rules are effective for Luxembourg entities from fiscal year 2025 onward. The Reorganization is designed to eliminate exposure to the GloBE rules by consolidating fund activities into Delaware-domiciled vehicles, thereby simplifying the multinational tax compliance framework applicable to the fund platform.

(iii) Simplified FATCA and CRS Compliance. The consolidation of the fund platform into a single master fund structure domiciled in Delaware will simplify reporting obligations under the Foreign Account Tax Compliance Act ("FATCA") and the Common Reporting Standard ("CRS"), reducing the number of reporting entities and the complexity of the cross-border information exchange framework.

(iv) LP-Requested Governance Simplification. At the April 22, 2025 LPAC meeting and in prior discussions with the General Partner, a significant number of limited partners expressed a preference for a simplified governance structure that would consolidate investor reporting, capital call procedures, distribution mechanics, and advisory committee functions across the fund platform.

3.2 The Five-Step Transaction

The Reorganization will be implemented through a five-step transaction structure, with a target effective date of December 1, 2025. Each step is described in detail below.

Step 1 — Formation of New Entities (Target: September 15, 2025)

The General Partner will cause the formation of the following new entities, each of which will be organized under the laws of the jurisdiction indicated:

(a) Solara Consolidated Master Fund GP LLC, a Delaware limited liability company, which will serve as the general partner of the Consolidated Master Fund;

(b) Solara Consolidated Master Fund LP, a Delaware limited partnership (the "Consolidated Master Fund" or the "Master Fund"), which will serve as the central investment vehicle for the consolidated fund platform and will hold, directly or indirectly, all portfolio assets currently held by the Legacy Offshore Vehicles (as defined below);

(c) Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership (the "International Feeder"), which will serve as the feeder vehicle through which non-U.S. investors will invest in the Consolidated Master Fund; and

(d) Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership (the "Tax-Exempt Feeder"), which will serve as the feeder vehicle through which U.S. tax-exempt investors will invest in the Consolidated Master Fund, structured to mitigate unrelated business taxable income ("UBTI") concerns.

Concurrently with the formation of each new entity, the General Partner will cause the filing of IRS Form 8832 (Entity Classification Election) for each new entity to elect classification as a partnership for U.S. federal income tax purposes under Treasury Regulations Section 301.7701-3.

Step 2 — Contribution of Fund IV-A Cayman Assets (Target: October 1, 2025)

Solara Digital Partners Fund IV-A (Cayman) LP ("Fund IV-A (Cayman) LP") will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP. The portfolio assets to be contributed by Fund IV-A (Cayman) LP consist of interests in operating companies in the digital infrastructure and enterprise SaaS sectors. As of the anticipated date of contribution, the aggregate fair market value of the Fund IV-A (Cayman) LP portfolio is $2.31 billion, the aggregate adjusted tax basis is $1.62 billion, and the aggregate built-in gain is approximately $690 million. This contribution is intended to qualify as a tax-free contribution under Section 721(a) of the Internal Revenue Code of 1986, as amended (the "Code" or "IRC"), with carryover basis under IRC Section 723 and tacking of holding periods under IRC Section 1223(2).

Step 3 — Contribution of Fund IV-B Luxembourg Assets (Target: October 15, 2025)

Solara Digital Partners Fund IV-B (Luxembourg) SCSp ("Fund IV-B (Luxembourg) SCSp") will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP. As of the anticipated date of contribution, the aggregate fair market value of the Fund IV-B (Luxembourg) SCSp portfolio is €1.07 billion (approximately $1.16 billion at the agreed exchange rate of 1.08), the aggregate adjusted tax basis is €782 million (approximately $844.6 million), and the aggregate built-in gain is approximately €288 million (approximately $311 million). This contribution is intended to qualify as a tax-free contribution under IRC Section 721(a), with carryover basis under IRC Section 723 and tacking of holding periods under IRC Section 1223(2).

Step 4 — Contribution of Fund V Offshore Assets (Target: November 1, 2025)

(a) Solara Digital Partners Fund V-A (Cayman) LP ("Fund V-A (Cayman) LP") will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP. As of the anticipated date of contribution, the aggregate fair market value of the Fund V-A (Cayman) LP portfolio is $2.89 billion, the aggregate adjusted tax basis is $2.34 billion, and the aggregate built-in gain is approximately $550 million. This contribution is intended to qualify as a tax-free contribution under IRC Section 721(a).

(b) Solara Digital Partners Fund V-B (Luxembourg) SCSp ("Fund V-B (Luxembourg) SCSp") will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP. As of the anticipated date of contribution, the aggregate fair market value of the Fund V-B (Luxembourg) SCSp portfolio is €1.29 billion (approximately $1.39 billion), the aggregate adjusted tax basis is €1.14 billion (approximately $1.23 billion), and the aggregate built-in gain is approximately €150 million (approximately $162 million). This contribution is intended to qualify as a tax-free contribution under IRC Section 721(a).

Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target: December 1, 2025)

Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp (collectively, the "Legacy Offshore Vehicles") will dissolve and distribute their respective partnership interests in the Consolidated Master Fund LP to their existing limited partners on a pro rata basis, in accordance with each such limited partner's percentage interest in the applicable Legacy Offshore Vehicle. Following such distributions:

(a) Non-U.S. investors (as defined in Exhibit B) will be migrated into the International Feeder, which will hold a limited partnership interest in the Consolidated Master Fund LP on behalf of such non-U.S. investors;

(b) U.S. tax-exempt investors (as defined in Exhibit B) will be migrated into the Tax-Exempt Feeder, which will hold a limited partnership interest in the Consolidated Master Fund LP on behalf of such U.S. tax-exempt investors, structured to mitigate UBTI concerns; and

(c) U.S. taxable investors (as defined in Exhibit B) will remain directly in Solara Digital Partners Fund IV LP and Solara Digital Partners Fund V LP (collectively, the "Domestic Fund Vehicles"), which will co-invest alongside the Consolidated Master Fund LP.

The distributions of Consolidated Master Fund LP interests to the limited partners of the Legacy Offshore Vehicles upon dissolution are intended to qualify as tax-free distributions under IRC Section 731(a).

3.3 Aggregate Reorganization Financials

The following table summarizes the aggregate financial data for the assets being transferred to the Consolidated Master Fund as part of the Reorganization:

3.4 Related Amendments to LPAs

The Reorganization requires certain amendments to the limited partnership agreements of each fund vehicle (collectively, the "LPAs") in order to permit the contribution of portfolio assets to the Consolidated Master Fund LP and to authorize the General Partner to execute and deliver all related transaction documents, instruments, and agreements. Specifically, the Reorganization requires:

(a) Amendments to the Amended and Restated Agreement of Limited Partnership of Solara Digital Partners Fund IV LP, dated as of March 15, 2020, as previously amended (the "Fund IV LPA");

(b) Amendments to the Amended and Restated Agreement of Limited Partnership of Solara Digital Partners Fund V LP, dated as of September 1, 2022, as previously amended (the "Fund V LPA"); and

(c) Corresponding amendments, winding-down resolutions, or other actions as may be required under the governing documents (including limited partnership agreements, exempted limited partnership agreements, and SCSp constitutive documents, as applicable) of Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp (collectively, the "Offshore LPA Amendments").

The full text of the draft amendments to the Fund IV LPA and the Fund V LPA (together, the "LPA Amendments") has been circulated separately with the Solicitation Letter. A summary of the specific LPA provisions being amended is set forth in Exhibit A to this Consent.

Section 4: Private Letter Ruling Request

The Consenting LP is advised that Calderwood & Harkness LLP, as U.S. tax counsel to Solara, is preparing and intends to submit a private letter ruling request (the "PLR Request") to the Internal Revenue Service ("IRS"), Office of the Associate Chief Counsel (International) (CC:INTL), with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs & Special Industries) (CC:PSI). The target submission date for the PLR Request is August 15, 2025.

The PLR Request seeks the following eight specific rulings from the IRS confirming the intended tax-free treatment of the Reorganization:

Ruling 1: The contributions by the Legacy Offshore Vehicles of their portfolio assets to the Consolidated Master Fund LP in exchange for partnership interests in the Consolidated Master Fund LP, as described in Steps 2 through 4 of Section 3.2, qualify as tax-free contributions under IRC Section 721(a), and no gain or loss is recognized by any contributing partnership or any partner thereof as a result of such contributions.

Ruling 2: The Consolidated Master Fund LP does not constitute an "investment company" within the meaning of IRC Section 721(b), and accordingly Section 721(b) does not apply to the contributions described in Steps 2 through 4, because the portfolio of the Consolidated Master Fund LP consists of operating company interests in digital infrastructure (data centers, fiber-optic networks, edge computing facilities) and enterprise SaaS businesses, and not of stocks, securities, or other assets described in IRC Section 351(e)(1).

Ruling 3: IRC Section 367 does not apply to the partnership-to-partnership transfers contemplated by the Reorganization, and no gain or loss is recognized under Section 367 by reason of such transfers.

Ruling 4: The distributions by the Legacy Offshore Vehicles of their partnership interests in the Consolidated Master Fund LP to their respective limited partners upon dissolution of the Legacy Offshore Vehicles, as described in Step 5 of Section 3.2, qualify as tax-free distributions under IRC Section 731(a), and IRC Section 731(c) (relating to distributions of marketable securities) does not apply to such distributions because the partnership interests in the Consolidated Master Fund LP distributed to the limited partners do not constitute "marketable securities" within the meaning of IRC Section 731(c)(2).

Ruling 5: Shifts in partner-level shares of the $1.34 billion of aggregate liabilities assumed by the Consolidated Master Fund LP under IRC Section 752 do not result in deemed distributions under IRC Section 752(b) in excess of any partner's adjusted basis in its partnership interest, and accordingly do not trigger gain recognition under IRC Section 731.

Ruling 6: The built-in gain and loss accounts of the Legacy Offshore Vehicles under IRC Section 704(c) with respect to contributed portfolio assets carry over to the Consolidated Master Fund LP, and the Consolidated Master Fund LP will continue to use the remedial allocation method under Treasury Regulations Section 1.704-3(d) with respect to such built-in gain and loss accounts.

Ruling 7: No withholding under IRC Section 1446(a) is required on the contributions of portfolio assets by the Legacy Offshore Vehicles to the Consolidated Master Fund LP or on the distributions of Consolidated Master Fund LP interests by the Legacy Offshore Vehicles to their respective limited partners upon dissolution.

Ruling 8: Each of the newly formed entities described in Step 1 of Section 3.2 (Solara Consolidated Master Fund GP LLC, Solara Consolidated Master Fund LP, Solara International Feeder (Cayman) LP, and Solara Tax-Exempt Feeder (Cayman) LP) is properly classified as a partnership (or, in the case of Solara Consolidated Master Fund GP LLC, as a disregarded entity if it has a single owner, or a partnership if it has more than one owner) for U.S. federal income tax purposes under Treasury Regulations Section 301.7701-3.

The PLR Request has been reviewed by the LP Advisory Committee through its independent counsel, Whitfield, Carruthers & Doyle LLP (Diana Carruthers, Partner), who has had the opportunity to provide comments and ask questions of Calderwood & Harkness LLP and the General Partner regarding the PLR Request.

The Consenting LP should note that the consummation of the Reorganization may or may not be conditioned on receipt of a favorable private letter ruling from the IRS, as determined by the General Partner in its sole discretion. The General Partner reserves the right to proceed with the Reorganization without a favorable PLR if the General Partner determines, in consultation with Calderwood & Harkness LLP, that the legal analysis supporting the intended tax-free treatment is sufficiently well-established, or to abandon or delay the Reorganization if the IRS declines to issue a favorable ruling.

Section 5: Acknowledgment of Tax Treatment Summary

The Consenting LP hereby acknowledges receipt and review of the LP Tax Impact Summary Letter prepared by Calderwood & Harkness LLP, which describes the anticipated U.S. federal income tax consequences of the Reorganization for each investor category (U.S. taxable, U.S. tax-exempt, and non-U.S.). Without limiting the generality of such acknowledgment, the Consenting LP specifically acknowledges the following key tax treatment points as set forth in the LP Tax Impact Summary Letter:

(a) The contributions of portfolio assets by the Legacy Offshore Vehicles to the Consolidated Master Fund LP are intended to be tax-free under IRC Section 721(a), with carryover basis to the Consolidated Master Fund LP under IRC Section 723 and tacking of the contributing vehicle's holding period under IRC Section 1223(2).

(b) The distributions of Consolidated Master Fund LP interests to the limited partners of the Legacy Offshore Vehicles upon dissolution of such vehicles are intended to be tax-free under IRC Section 731(a).

(c) The Consolidated Master Fund LP does not constitute an "investment company" within the meaning of IRC Section 721(b) because its portfolio consists of operating company interests in digital infrastructure (data centers, fiber-optic networks, edge computing facilities) and enterprise SaaS businesses.

(d) The partnership interests in the Consolidated Master Fund LP distributed to the limited partners of the Legacy Offshore Vehicles are not "marketable securities" within the meaning of IRC Section 731(c)(2) and accordingly IRC Section 731(c) does not apply to such distributions.

(e) Shifts in partner-level shares of the $1.34 billion of aggregate liabilities assumed by the Consolidated Master Fund LP under IRC Section 752 are not expected to trigger gain recognition under IRC Section 731 because such shifts are not anticipated to result in deemed distributions under IRC Section 752(b) in excess of any partner's adjusted basis in its partnership interest.

(f) Built-in gain and loss accounts under IRC Section 704(c) with respect to the contributed portfolio assets carry over to the Consolidated Master Fund LP, and the Consolidated Master Fund LP will continue to use the remedial allocation method under Treasury Regulations Section 1.704-3(d) with respect to such built-in gain and loss accounts.

(g) No withholding under IRC Section 1446(a) is expected to be required on the contributions of portfolio assets or the distributions of Consolidated Master Fund LP interests contemplated by the Reorganization.

(h) A FIRPTA analysis under IRC Section 897 has been conducted by Calderwood & Harkness LLP with respect to the data center and fiber-optic network interests held by the Legacy Offshore Vehicles, and Calderwood & Harkness LLP has concluded that the contributions and distributions contemplated by the Reorganization do not trigger gain recognition under IRC Section 897.

The Consenting LP acknowledges and agrees that the LP Tax Impact Summary Letter is provided for informational purposes only and does not constitute tax advice to the Consenting LP. The LP Tax Impact Summary Letter is addressed solely to the General Partner and Solara Digital Infrastructure LP, and no limited partner may rely on the LP Tax Impact Summary Letter as a basis for any tax return position or any other tax-related purpose.

The Consenting LP further acknowledges that it has been advised to consult with its own independent tax advisors regarding the U.S. federal, state, local, and non-U.S. tax consequences of the Reorganization to the Consenting LP in its particular circumstances, including the consequences of the Consenting LP's migration to the International Feeder, the Tax-Exempt Feeder, or continued direct investment through the Domestic Fund Vehicles, as applicable.

Section 6: Consent

6.1 Grant of Consent

The Consenting LP hereby irrevocably consents to each of the following:

(a) The Reorganization. The Reorganization, including each of Steps 1 through 5 as described in Section 3.2 of this Consent, including the formation of the new entities, the contribution of portfolio assets by the Legacy Offshore Vehicles to the Consolidated Master Fund LP, the dissolution of the Legacy Offshore Vehicles, and the migration of the Consenting LP's interest to the applicable post-Reorganization fund vehicle.

(b) The LPA Amendments. The amendments to the LPA of each fund vehicle identified in Section 2 in which the Consenting LP holds a limited partnership interest, in substantially the form circulated with the Solicitation Letter (collectively, the "LPA Amendments"), including:

(i) The amendment to the Amended and Restated Agreement of Limited Partnership of Solara Digital Partners Fund IV LP (the "Fund IV LPA Amendment"), if the Consenting LP holds an interest in any Fund IV vehicle;

(ii) The amendment to the Amended and Restated Agreement of Limited Partnership of Solara Digital Partners Fund V LP (the "Fund V LPA Amendment"), if the Consenting LP holds an interest in any Fund V vehicle; and

(iii) Such amendments, resolutions, or other actions as may be required under the governing documents of Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, or Fund V-B (Luxembourg) SCSp (as applicable to the Consenting LP), in each case in substantially the form circulated with the Solicitation Letter or as otherwise approved by the General Partner and the LPAC.

(c) Contribution of Portfolio Assets. The contribution by the applicable Legacy Offshore Vehicles of their portfolio assets to the Consolidated Master Fund LP in exchange for limited partnership interests in the Consolidated Master Fund LP, as described in Steps 2 through 4 of Section 3.2.

(d) Dissolution and Distribution. The dissolution of the applicable Legacy Offshore Vehicles and the distribution to the Consenting LP of its pro rata share of partnership interests in the Consolidated Master Fund LP (or, as applicable, interests in the International Feeder or the Tax-Exempt Feeder), as described in Step 5 of Section 3.2.

(e) LP Migration. The migration of the Consenting LP's interest to the International Feeder (if the Consenting LP is a non-U.S. investor), the Tax-Exempt Feeder (if the Consenting LP is a U.S. tax-exempt investor), or the Consenting LP's continued direct co-investment alongside the Consolidated Master Fund LP through the existing Domestic Fund Vehicles (if the Consenting LP is a U.S. taxable investor), as applicable and as described in Step 5 of Section 3.2.

(f) Authorization of General Partner. The authorization of the General Partner (Solara Digital Infrastructure GP LLC) and its officers, including Viktor Raines, Managing Partner, and Meredith Tsao, Chief Operating Officer, to execute and deliver all documents, instruments, certificates, agreements, and filings, and to take all actions, in each case as may be necessary, desirable, or appropriate to consummate the Reorganization and the LPA Amendments, including the execution and delivery of (i) the limited partnership agreement of the Consolidated Master Fund LP, (ii) the limited partnership agreements of the International Feeder and the Tax-Exempt Feeder, (iii) the operating agreement of Solara Consolidated Master Fund GP LLC, (iv) contribution agreements, assignment and assumption agreements, and related transfer documents, (v) IRS Form 8832 elections, (vi) dissolution and wind-down documents for the Legacy Offshore Vehicles, and (vii) any and all other documents, instruments, and agreements contemplated by the Reorganization.

6.2 Scope of Consent

This Consent is given pursuant to and in accordance with the amendment and consent provisions of the applicable LPA(s), including, without limitation, the provisions summarized in Exhibit A to this Consent. The Consenting LP has reviewed the applicable amendment and consent provisions and confirms that this Consent is delivered in compliance therewith.

This Consent shall be irrevocable upon delivery to the General Partner, unless and until the General Partner determines to abandon or materially modify the Reorganization as described in Section 3.2 of this Consent, in which case the General Partner shall notify the Consenting LP in writing of such abandonment or material modification, and this Consent shall thereupon be deemed null and void. For the avoidance of doubt, a modification to the Reorganization shall be deemed "material" only if it alters the fundamental economic or tax consequences of the Reorganization to the Consenting LP, as determined by the General Partner in its reasonable discretion after consultation with Calderwood & Harkness LLP and the LPAC.

This Consent relates solely to the Reorganization and the LPA Amendments as described herein and does not constitute consent to any other amendment, modification, supplement, or waiver of any provision of the applicable LPA(s) or any other governing document of any fund vehicle. The General Partner's rights to seek additional consents from the Consenting LP in the future with respect to other matters are expressly preserved.

Section 7: Representations of the Consenting LP

The Consenting LP hereby represents and warrants to the General Partner as follows, as of the date of the Consenting LP's execution and delivery of this Consent:

(a) Authority. The Consenting LP has full power and authority to execute and deliver this Consent and to perform its obligations hereunder. If the Consenting LP is an entity (including, without limitation, a corporation, limited liability company, limited partnership, trust, pension fund, endowment, sovereign wealth fund, or other organization), the execution and delivery of this Consent has been duly authorized by all necessary corporate, partnership, limited liability company, trust, or other organizational action on the part of the Consenting LP, and no further action, approval, or consent is required by the Consenting LP or any other person or entity in connection with the execution, delivery, and performance of this Consent.

(b) Binding Effect. This Consent constitutes the legal, valid, and binding obligation of the Consenting LP, enforceable against the Consenting LP in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(c) LP Status. The Consenting LP is a limited partner in good standing under the LPA(s) of each fund vehicle identified in Section 2 of this Consent. The Consenting LP has not transferred, assigned, pledged, hypothecated, or otherwise encumbered its limited partnership interest in any such fund vehicle, except as previously disclosed to and approved in writing by the General Partner in accordance with the applicable LPA. The Consenting LP's capital commitment and percentage interest in each applicable fund vehicle are accurately reflected in the records of the General Partner.

(d) Receipt of Information. The Consenting LP has received and reviewed the Solicitation Letter, the LP Tax Impact Summary Letter, and such other information regarding the Reorganization as the Consenting LP has requested from the General Partner or its counsel. The Consenting LP has had a reasonable opportunity to ask questions of the General Partner and its counsel regarding the Reorganization and the LPA Amendments and has received satisfactory answers to all such questions. The Consenting LP is making the decision to execute and deliver this Consent based upon its own independent investigation and analysis of the information provided and such other factors as the Consenting LP deems relevant.

(e) Independent Tax Advice. The Consenting LP has had the opportunity to consult with its own independent tax advisors regarding the U.S. federal, state, local, and non-U.S. tax consequences of the Reorganization to the Consenting LP in its particular circumstances, including the consequences of the Consenting LP's migration to the International Feeder, the Tax-Exempt Feeder, or continued direct investment through the Domestic Fund Vehicles, as applicable. The Consenting LP acknowledges that neither the General Partner, Solara Digital Infrastructure LP, Solara Digital Infrastructure GP LLC, Calderwood & Harkness LLP, nor any of their respective affiliates, officers, directors, members, partners, employees, agents, or advisors has provided tax advice to the Consenting LP in connection with the Reorganization. The Consenting LP further acknowledges that the LP Tax Impact Summary Letter does not constitute tax advice to the Consenting LP and that no limited partner may rely on the LP Tax Impact Summary Letter as a basis for any tax return position.

(f) Investor Category. The Consenting LP's investor category as indicated in Section 1 of this Consent is accurate as of the date hereof. The Consenting LP will promptly notify the General Partner in writing if the Consenting LP's investor category changes prior to the effective date of the Reorganization.

(g) No Violation. The execution and delivery of this Consent by the Consenting LP and the consummation of the transactions contemplated by the Reorganization do not and will not (i) violate, conflict with, or result in a breach or default under any provision of the Consenting LP's organizational documents (if the Consenting LP is an entity), (ii) violate any law, rule, regulation, order, judgment, injunction, or decree applicable to the Consenting LP, or (iii) violate, conflict with, result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, or acceleration under any agreement, instrument, contract, license, permit, order, judgment, or decree to which the Consenting LP is a party or by which the Consenting LP or any of its assets or properties is bound.

Section 8: Miscellaneous Provisions

8.1 Governing Law

This Consent shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, any state or federal court located in New Castle County, Delaware) for the purposes of any suit, action, or other proceeding arising out of or relating to this Consent.

8.2 Notices. All notices, requests, demands, and other communications under this Consent shall be in writing and shall be deemed to have been duly given or made when delivered in person, when sent by electronic mail (with confirmation of receipt), or when sent by recognized overnight delivery service (with proof of delivery), addressed as follows:

If to the Consenting LP: To the address and contact information set forth in Section 1 of this Consent.

If to the General Partner:

Solara Digital Infrastructure GP LLC 1200 Market Street, Suite 3400 Wilmington, DE 19801

Attn: Priya Narasimhan, General Counsel

Email: pnarasimhan@solaradigital.com

With a copy (which shall not constitute notice) to:

Stefan Dalmqvist, Head of Tax Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801

Email: slindqvist@solaradigital.com

Either party may change its address for notices by providing written notice to the other party in accordance with this Section 8.2.

8.3 Entire Agreement

This Consent, together with the Solicitation Letter and the applicable LPA(s) (as amended by the LPA Amendments), constitutes the entire agreement between the Consenting LP and the General Partner with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties with respect to such subject matter. No representation, warranty, promise, or inducement has been made by any party that is not embodied in this Consent, the Solicitation Letter, or the applicable LPA(s).

8.4 Counterparts. This Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. This Consent may be delivered by electronic transmission, including by portable document format (PDF), and any such electronic delivery shall be deemed to constitute delivery of an original executed counterpart.

8.5 Amendments. This Consent may not be amended, modified, supplemented, or waived except by a written instrument signed by both the Consenting LP and the General Partner.

8.6 Severability. If any provision of this Consent is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Consent, and this Consent shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the remaining provisions of this Consent shall continue in full force and effect and shall be enforceable in accordance with their terms.

Section 9: Signature block

IN WITNESS WHEREOF, the Consenting LP has executed and delivered this Form of Consent of Limited Partner as of the date set forth below.

CONSENTING LP:.

________________________________________

Signature

Print Name: ________

Title (if entity): ________

Name of Entity (if applicable): ________

Date of Execution: ________

ACCEPTED AND ACKNOWLEDGED BY THE GENERAL PARTNER:

SOLARA DIGITAL INFRASTRUCTURE GP LLC

By: ________

Name: Viktor Raines

Title: Managing Partner

Date: ________

EXHIBIT A

Summary of LPA Amendment Provisions

This Exhibit A sets forth a summary of the relevant amendment and consent provisions of each LPA under which limited partner consent is being solicited in connection with the Reorganization. The full text of the draft LPA Amendments (the Draft Amendment to the Fund IV LPA and the Draft Amendment to the Fund V LPA) has been circulated separately with the Solicitation Letter. The Consenting LP should review the full text of the applicable draft LPA Amendments prior to executing and delivering this Consent.

1. Solara Digital Partners Fund IV LP — Fund IV LPA

The following provisions of the Fund IV LPA are being amended in connection with the Reorganization:

(a) Section 6.1 (Investment Restrictions). Section 6.1 is being amended to authorize the General Partner to contribute all or substantially all of the portfolio assets of Fund IV LP (including, through parallel vehicle arrangements, the portfolio assets of Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp) to the Consolidated Master Fund LP, notwithstanding any restrictions on the contribution, transfer, or disposition of fund assets set forth in Section 6.1 of the Fund IV LPA as currently in effect.

(b) Section 8.4 (Dissolution and Winding Up of Parallel Vehicles). Section 8.4 is being amended to authorize the General Partner to dissolve and wind down each of the Legacy Offshore Vehicles related to Fund IV (i.e., Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp) and to distribute to the limited partners of such Legacy Offshore Vehicles their pro rata share of partnership interests in the Consolidated Master Fund LP or, as applicable, interests in the International Feeder or the Tax-Exempt Feeder.

(c) Section 10.2 (Authority of General Partner). Section 10.2 is being amended to expressly authorize the General Partner to execute and deliver all documents, instruments, certificates, agreements, and filings, and to take all actions, as may be necessary, desirable, or appropriate to consummate the Reorganization, including the formation of the new entities, the execution of contribution agreements, and the filing of IRS Form 8832 elections.

(d) Section 12.1 (Amendments). The amendment is being effected pursuant to Section 12.1, which requires the written consent of limited partners holding not less than 66⅔% in interest (measured by capital commitments) of the limited partnership interests then outstanding.

2. Solara Digital Partners Fund V LP — Fund V LPA

The following provisions of the Fund V LPA are being amended in connection with the Reorganization:

(a) Section 6.1 (Investment Restrictions). Substantially identical amendment to that described above for the Fund IV LPA, adapted to authorize the contribution of Fund V portfolio assets (including through parallel vehicle arrangements, the assets of Fund V-A (Cayman) LP and Fund V-B (Luxembourg) SCSp) to the Consolidated Master Fund LP.

(b) Section 8.4 (Dissolution and Winding Up of Parallel Vehicles). Substantially identical amendment to that described above for the Fund IV LPA, adapted for Fund V parallel vehicles.

(c) Section 10.2 (Authority of General Partner). Substantially identical amendment to that described above for the Fund IV LPA.

(d) Section 12.1 (Amendments). The amendment is being effected pursuant to Section 12.1 of the Fund V LPA, which requires the written consent of limited partners holding not less than 66⅔% in interest (measured by capital commitments) of the limited partnership interests then outstanding.

3. Offshore Parallel Vehicles — Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp

The governing documents of each Legacy Offshore Vehicle contain amendment and consent provisions substantially similar to those in the Fund IV LPA and the Fund V LPA. The specific sections being amended or the resolutions being adopted in respect of each Legacy Offshore Vehicle are set forth in the Solicitation Letter and the applicable draft governing document amendments circulated therewith. In general, the amendments and resolutions authorize (i) the contribution of each Legacy Offshore Vehicle's portfolio assets to the Consolidated Master Fund LP, (ii) the authorization of the General Partner to execute reorganization documents on behalf of each Legacy Offshore Vehicle, and (iii) the dissolution and wind-down of each Legacy Offshore Vehicle in accordance with the timeline set forth in Section 3.2 of this Consent.

EXHIBIT B

Investor Category Definitions

For purposes of this Consent and the Reorganization, the following definitions shall apply:

U.S. Taxable Investor

A "U.S. Taxable Investor" means a limited partner that is a "United States person" as defined in IRC Section 7701(a)(30) (including a citizen or resident of the United States, a domestic partnership, a domestic corporation, any estate that is not a foreign estate, and any trust subject to the primary supervision of a court within the United States and the control of one or more United States persons) and that is not a tax-exempt entity described in IRC Section 501(a). U.S. Taxable Investors will remain directly in the Domestic Fund Vehicles (Solara Digital Partners Fund IV LP and Solara Digital Partners Fund V LP, as applicable), which will co-invest alongside the Consolidated Master Fund LP.

Example: Argyle Family Office Holdings LLC (a Delaware limited liability company) — capital commitments of $95 million in Fund IV LP and $130 million in Fund V LP.

U.S. Tax-Exempt Investor

A "U.S. Tax-Exempt Investor" means a limited partner that is a "United States person" as defined in IRC Section 7701(a)(30) and that is exempt from U.S. federal income tax under IRC Section 501(a), including qualified pension benefit plans described in IRC Section 401(a), state and local government pension plans described in IRC Section 414(d), educational organizations described in IRC Section 501(c)(3), and other organizations exempt from tax under IRC Section 501(a). U.S. Tax-Exempt Investors will be migrated to the Tax-Exempt Feeder (Solara Tax-Exempt Feeder (Cayman) LP) to mitigate unrelated business taxable income ("UBTI") concerns arising from debt-financed portfolio investments held by the Consolidated Master Fund LP.

Examples:

• Pinnacle State Employees' Retirement System — capital commitments of $275 million in Fund IV and $340 million in Fund V.

• Grandview University Endowment — capital commitments of $120 million in Fund IV and $185 million in Fund V.

Non-U.S. Investor

A "Non-U.S. Investor" means a limited partner that is not a "United States person" as defined in IRC Section 7701(a)(30), including non-U.S. individuals, non-U.S. corporations, non-U.S. partnerships, non-U.S. trusts, sovereign wealth funds, and other non-U.S. entities. Non-U.S. Investors will be migrated to the International Feeder (Solara International Feeder (Cayman) LP).

Examples:

• Nordhaven Sovereign Wealth Fund (Kingdom of Nordhaven) — capital commitments of $380 million in Fund IV-A (Cayman) and $500 million in Fund V-A (Cayman).

• Kestrel Pacific Insurance Group (Singapore) — capital commitments of €200 million in Fund IV-B (Luxembourg) and €275 million in Fund V-B (Luxembourg).

RETURN INSTRUCTIONS

Completed and executed Forms of Consent should be returned to:

Solara Digital Infrastructure GP LLC 1200 Market Street, Suite 3400 Wilmington, DE 19801

Attn: Priya Narasimhan, General Counsel

Email: pnarasimhan@solaradigital.com

With a copy to Calderwood & Harkness LLP:

Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006

Attn: Leonard Cross, Partner

Engagement No.: 20250527-SDILP-PLR

Email: lcross@calderwoodharkness.com

FORM OF CONSENT OF LIMITED PARTNER
Consent to Cross-Border Fund-Platform Reorganization and Related Amendments to Limited Partnership Agreements
Solara Digital Infrastructure LP — Fund Platform Reorganization
[__], 2025
This Form of Consent of Limited Partner (this "Consent") is delivered by the undersigned limited partner (the "Consenting LP") in connection with the proposed cross-border fund-platform reorganization (the "Reorganization") of the fund vehicles sponsored by Solara Digital Infrastructure LP, a Delaware limited partnership ("Solara" or "SDILP"), with its principal offices at 1200 Market Street, Suite 3400, Wilmington, DE 19801. The Reorganization is being undertaken by Solara Digital Infrastructure GP LLC, a Delaware limited liability company ("Solara GP" or the "General Partner"), in its capacity as general partner of the applicable fund vehicles described herein.
This Consent is delivered in response to, and should be read in conjunction with, the LP Consent Solicitation Letter dated [__], 2025 (the "Solicitation Letter") transmitted by the General Partner to all limited partners of the applicable fund vehicles. The Solicitation Letter was prepared with the assistance of Calderwood & Harkness LLP, U.S. tax counsel to Solara, and describes in detail the structure, rationale, anticipated timeline, and tax consequences of the Reorganization. The Consenting LP further acknowledges receipt of the LP Tax Impact Summary Letter accompanying the Solicitation Letter, which sets forth the anticipated U.S. federal income tax consequences of the Reorganization for each category of investor (U.S. taxable, U.S. tax-exempt, and non-U.S.). Reference is also made to the LPAC Presentation — Reorganization Overview presented at the April 22, 2025 meeting of the LP Advisory Committee (the "LPAC"), at which preliminary consent of 78% in interest was obtained from attending LPAC members.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the applicable Limited Partnership Agreement (as defined below, the "LPA") or the Solicitation Letter, as the context may require.
Section 1: Identification of Consenting LP
The Consenting LP shall complete the following information in its entirety. All fields are required unless otherwise indicated.
Full Legal Name of Consenting LP:
________________________________________
Type of Entity (or Individual):
________________________________________
(e.g., limited liability company, limited partnership, corporation, pension fund, endowment, sovereign wealth fund, insurance company, individual, trust)
Jurisdiction of Organization / Domicile:
________________________________________
Investor Category (check one):
U.S. Taxable Investor
U.S. Tax-Exempt Investor
Non-U.S. Investor
See Exhibit B for definitions of each investor category. The Consenting LP's investor category will determine the post-Reorganization fund vehicle into which the Consenting LP's interest will migrate.
Primary Contact Name:
________________________________________
Primary Contact Title:
________________________________________
Contact Email:
________________________________________
Contact Telephone:
________________________________________
Address for Notices:
________________________________________
________________________________________
________________________________________
Section 2: Identification of Fund Vehicle(s) and Capital Commitments
The Consenting LP should check each fund vehicle in which it holds a limited partnership interest and state its capital commitment in the appropriate column. If the Consenting LP holds interests in more than one fund vehicle, each applicable fund vehicle should be identified separately below.
Note: For purposes of the Reorganization, a EUR/USD exchange rate of 1.08 is being applied uniformly to all EUR-denominated amounts. This exchange rate is based on the three-month trailing average as of March 31, 2025, as agreed upon by the General Partner and the LPAC at the April 22, 2025 meeting. All references in this Consent to dollar amounts with respect to assets held by the Luxembourg SCSp vehicles reflect this exchange rate unless otherwise stated.
Instruction: The Consenting LP should check each fund vehicle in which it currently holds a limited partnership interest and state the amount of the Consenting LP's capital commitment to such fund vehicle as set forth in the Consenting LP's subscription agreement and applicable LPA. If the Consenting LP is uncertain as to the amount of its capital commitment, it should contact Priya Narasimhan, General Counsel, at the address set forth in Section 8.2 below.
Section 3: Description of the Reorganization
3.1 Overview.  The Reorganization constitutes a multi-step cross-border reorganization of the Solara fund platform involving the domestication and merger of Cayman Islands and Luxembourg fund vehicles into a newly established Delaware-domiciled master fund structure (the "Consolidated Master Fund Structure"). As of the date hereof, Solara currently operates through six parallel fund vehicles spanning Delaware, the Cayman Islands, and Luxembourg, with approximately $14.7 billion in assets under management (as of March 31, 2025) invested across digital infrastructure (including data centers, fiber-optic networks, and edge computing facilities) and enterprise SaaS verticals.
The General Partner has determined that the Reorganization is in the best interests of the fund vehicles and their respective limited partners for the following principal business reasons:
(i) Operational Cost Reduction. The consolidation of the six parallel fund vehicles into the Consolidated Master Fund Structure is expected to yield approximately $3.8 million in annual savings through the elimination of duplicative offshore administration, audit, regulatory, and compliance fees currently incurred in the Cayman Islands and Luxembourg. These savings include, without limitation, the elimination of duplicative annual audit fees (currently paid to separate audit firms in each jurisdiction), duplicative registered agent and registered office fees, duplicative regulatory filing fees, and duplicative legal counsel retainer arrangements.
(ii) OECD Pillar Two GloBE Rules. The Organisation for Economic Co-operation and Development ("OECD") Pillar Two Global Anti-Base Erosion ("GloBE") rules are effective for Luxembourg entities from fiscal year 2025 onward. The Reorganization is designed to eliminate exposure to the GloBE rules by consolidating fund activities into Delaware-domiciled vehicles, thereby simplifying the multinational tax compliance framework applicable to the fund platform.
(iii) Simplified FATCA and CRS Compliance. The consolidation of the fund platform into a single master fund structure domiciled in Delaware will simplify reporting obligations under the Foreign Account Tax Compliance Act ("FATCA") and the Common Reporting Standard ("CRS"), reducing the number of reporting entities and the complexity of the cross-border information exchange framework.
(iv) LP-Requested Governance Simplification. At the April 22, 2025 LPAC meeting and in prior discussions with the General Partner, a significant number of limited partners expressed a preference for a simplified governance structure that would consolidate investor reporting, capital call procedures, distribution mechanics, and advisory committee functions across the fund platform.
3.2 The Five-Step Transaction
The Reorganization will be implemented through a five-step transaction structure, with a target effective date of December 1, 2025. Each step is described in detail below.
Step 1 — Formation of New Entities (Target: September 15, 2025)
The General Partner will cause the formation of the following new entities, each of which will be organized under the laws of the jurisdiction indicated:
(a) Solara Consolidated Master Fund GP LLC, a Delaware limited liability company, which will serve as the general partner of the Consolidated Master Fund;
(b) Solara Consolidated Master Fund LP, a Delaware limited partnership (the "Consolidated Master Fund" or the "Master Fund"), which will serve as the central investment vehicle for the consolidated fund platform and will hold, directly or indirectly, all portfolio assets currently held by the Legacy Offshore Vehicles (as defined below);
(c) Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership (the "International Feeder"), which will serve as the feeder vehicle through which non-U.S. investors will invest in the Consolidated Master Fund; and
(d) Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership (the "Tax-Exempt Feeder"), which will serve as the feeder vehicle through which U.S. tax-exempt investors will invest in the Consolidated Master Fund, structured to mitigate unrelated business taxable income ("UBTI") concerns.
Concurrently with the formation of each new entity, the General Partner will cause the filing of IRS Form 8832 (Entity Classification Election) for each new entity to elect classification as a partnership for U.S. federal income tax purposes under Treasury Regulations Section 301.7701-3.
Step 2 — Contribution of Fund IV-A Cayman Assets (Target: October 1, 2025)
Solara Digital Partners Fund IV-A (Cayman) LP ("Fund IV-A (Cayman) LP") will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP. The portfolio assets to be contributed by Fund IV-A (Cayman) LP consist of interests in operating companies in the digital infrastructure and enterprise SaaS sectors. As of the anticipated date of contribution, the aggregate fair market value of the Fund IV-A (Cayman) LP portfolio is $2.31 billion, the aggregate adjusted tax basis is $1.62 billion, and the aggregate built-in gain is approximately $690 million. This contribution is intended to qualify as a tax-free contribution under Section 721(a) of the Internal Revenue Code of 1986, as amended (the "Code" or "IRC"), with carryover basis under IRC Section 723 and tacking of holding periods under IRC Section 1223(2).
Step 3 — Contribution of Fund IV-B Luxembourg Assets (Target: October 15, 2025)
Solara Digital Partners Fund IV-B (Luxembourg) SCSp ("Fund IV-B (Luxembourg) SCSp") will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP. As of the anticipated date of contribution, the aggregate fair market value of the Fund IV-B (Luxembourg) SCSp portfolio is €1.07 billion (approximately $1.16 billion at the agreed exchange rate of 1.08), the aggregate adjusted tax basis is €782 million (approximately $844.6 million), and the aggregate built-in gain is approximately €288 million (approximately $311 million). This contribution is intended to qualify as a tax-free contribution under IRC Section 721(a), with carryover basis under IRC Section 723 and tacking of holding periods under IRC Section 1223(2).
Step 4 — Contribution of Fund V Offshore Assets (Target: November 1, 2025)
(a) Solara Digital Partners Fund V-A (Cayman) LP ("Fund V-A (Cayman) LP") will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP. As of the anticipated date of contribution, the aggregate fair market value of the Fund V-A (Cayman) LP portfolio is $2.89 billion, the aggregate adjusted tax basis is $2.34 billion, and the aggregate built-in gain is approximately $550 million. This contribution is intended to qualify as a tax-free contribution under IRC Section 721(a).
(b) Solara Digital Partners Fund V-B (Luxembourg) SCSp ("Fund V-B (Luxembourg) SCSp") will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund LP. As of the anticipated date of contribution, the aggregate fair market value of the Fund V-B (Luxembourg) SCSp portfolio is €1.29 billion (approximately $1.39 billion), the aggregate adjusted tax basis is €1.14 billion (approximately $1.23 billion), and the aggregate built-in gain is approximately €150 million (approximately $162 million). This contribution is intended to qualify as a tax-free contribution under IRC Section 721(a).
Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target: December 1, 2025)
Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp (collectively, the "Legacy Offshore Vehicles") will dissolve and distribute their respective partnership interests in the Consolidated Master Fund LP to their existing limited partners on a pro rata basis, in accordance with each such limited partner's percentage interest in the applicable Legacy Offshore Vehicle. Following such distributions:
(a) Non-U.S. investors (as defined in Exhibit B) will be migrated into the International Feeder, which will hold a limited partnership interest in the Consolidated Master Fund LP on behalf of such non-U.S. investors;
(b) U.S. tax-exempt investors (as defined in Exhibit B) will be migrated into the Tax-Exempt Feeder, which will hold a limited partnership interest in the Consolidated Master Fund LP on behalf of such U.S. tax-exempt investors, structured to mitigate UBTI concerns; and
(c) U.S. taxable investors (as defined in Exhibit B) will remain directly in Solara Digital Partners Fund IV LP and Solara Digital Partners Fund V LP (collectively, the "Domestic Fund Vehicles"), which will co-invest alongside the Consolidated Master Fund LP.
The distributions of Consolidated Master Fund LP interests to the limited partners of the Legacy Offshore Vehicles upon dissolution are intended to qualify as tax-free distributions under IRC Section 731(a).
3.3 Aggregate Reorganization Financials
The following table summarizes the aggregate financial data for the assets being transferred to the Consolidated Master Fund as part of the Reorganization:
3.4 Related Amendments to LPAs
The Reorganization requires certain amendments to the limited partnership agreements of each fund vehicle (collectively, the "LPAs") in order to permit the contribution of portfolio assets to the Consolidated Master Fund LP and to authorize the General Partner to execute and deliver all related transaction documents, instruments, and agreements. Specifically, the Reorganization requires:
(a) Amendments to the Amended and Restated Agreement of Limited Partnership of Solara Digital Partners Fund IV LP, dated as of March 15, 2020, as previously amended (the "Fund IV LPA");
(b) Amendments to the Amended and Restated Agreement of Limited Partnership of Solara Digital Partners Fund V LP, dated as of September 1, 2022, as previously amended (the "Fund V LPA"); and
(c) Corresponding amendments, winding-down resolutions, or other actions as may be required under the governing documents (including limited partnership agreements, exempted limited partnership agreements, and SCSp constitutive documents, as applicable) of Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp (collectively, the "Offshore LPA Amendments").
The full text of the draft amendments to the Fund IV LPA and the Fund V LPA (together, the "LPA Amendments") has been circulated separately with the Solicitation Letter. A summary of the specific LPA provisions being amended is set forth in Exhibit A to this Consent.
Section 4: Private Letter Ruling Request
The Consenting LP is advised that Calderwood & Harkness LLP, as U.S. tax counsel to Solara, is preparing and intends to submit a private letter ruling request (the "PLR Request") to the Internal Revenue Service ("IRS"), Office of the Associate Chief Counsel (International) (CC:INTL), with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs & Special Industries) (CC:PSI). The target submission date for the PLR Request is August 15, 2025.
The PLR Request seeks the following eight specific rulings from the IRS confirming the intended tax-free treatment of the Reorganization:
Ruling 1: The contributions by the Legacy Offshore Vehicles of their portfolio assets to the Consolidated Master Fund LP in exchange for partnership interests in the Consolidated Master Fund LP, as described in Steps 2 through 4 of Section 3.2, qualify as tax-free contributions under IRC Section 721(a), and no gain or loss is recognized by any contributing partnership or any partner thereof as a result of such contributions.
Ruling 2: The Consolidated Master Fund LP does not constitute an "investment company" within the meaning of IRC Section 721(b), and accordingly Section 721(b) does not apply to the contributions described in Steps 2 through 4, because the portfolio of the Consolidated Master Fund LP consists of operating company interests in digital infrastructure (data centers, fiber-optic networks, edge computing facilities) and enterprise SaaS businesses, and not of stocks, securities, or other assets described in IRC Section 351(e)(1).
Ruling 3: IRC Section 367 does not apply to the partnership-to-partnership transfers contemplated by the Reorganization, and no gain or loss is recognized under Section 367 by reason of such transfers.
Ruling 4: The distributions by the Legacy Offshore Vehicles of their partnership interests in the Consolidated Master Fund LP to their respective limited partners upon dissolution of the Legacy Offshore Vehicles, as described in Step 5 of Section 3.2, qualify as tax-free distributions under IRC Section 731(a), and IRC Section 731(c) (relating to distributions of marketable securities) does not apply to such distributions because the partnership interests in the Consolidated Master Fund LP distributed to the limited partners do not constitute "marketable securities" within the meaning of IRC Section 731(c)(2).
Ruling 5: Shifts in partner-level shares of the $1.34 billion of aggregate liabilities assumed by the Consolidated Master Fund LP under IRC Section 752 do not result in deemed distributions under IRC Section 752(b) in excess of any partner's adjusted basis in its partnership interest, and accordingly do not trigger gain recognition under IRC Section 731.
Ruling 6: The built-in gain and loss accounts of the Legacy Offshore Vehicles under IRC Section 704(c) with respect to contributed portfolio assets carry over to the Consolidated Master Fund LP, and the Consolidated Master Fund LP will continue to use the remedial allocation method under Treasury Regulations Section 1.704-3(d) with respect to such built-in gain and loss accounts.
Ruling 7: No withholding under IRC Section 1446(a) is required on the contributions of portfolio assets by the Legacy Offshore Vehicles to the Consolidated Master Fund LP or on the distributions of Consolidated Master Fund LP interests by the Legacy Offshore Vehicles to their respective limited partners upon dissolution.
Ruling 8: Each of the newly formed entities described in Step 1 of Section 3.2 (Solara Consolidated Master Fund GP LLC, Solara Consolidated Master Fund LP, Solara International Feeder (Cayman) LP, and Solara Tax-Exempt Feeder (Cayman) LP) is properly classified as a partnership (or, in the case of Solara Consolidated Master Fund GP LLC, as a disregarded entity if it has a single owner, or a partnership if it has more than one owner) for U.S. federal income tax purposes under Treasury Regulations Section 301.7701-3.
The PLR Request has been reviewed by the LP Advisory Committee through its independent counsel, Whitfield, Carruthers & Doyle LLP (Diana Carruthers, Partner), who has had the opportunity to provide comments and ask questions of Calderwood & Harkness LLP and the General Partner regarding the PLR Request.
The Consenting LP should note that the consummation of the Reorganization may or may not be conditioned on receipt of a favorable private letter ruling from the IRS, as determined by the General Partner in its sole discretion. The General Partner reserves the right to proceed with the Reorganization without a favorable PLR if the General Partner determines, in consultation with Calderwood & Harkness LLP, that the legal analysis supporting the intended tax-free treatment is sufficiently well-established, or to abandon or delay the Reorganization if the IRS declines to issue a favorable ruling.
Section 5: Acknowledgment of Tax Treatment Summary
The Consenting LP hereby acknowledges receipt and review of the LP Tax Impact Summary Letter prepared by Calderwood & Harkness LLP, which describes the anticipated U.S. federal income tax consequences of the Reorganization for each investor category (U.S. taxable, U.S. tax-exempt, and non-U.S.). Without limiting the generality of such acknowledgment, the Consenting LP specifically acknowledges the following key tax treatment points as set forth in the LP Tax Impact Summary Letter:
(a) The contributions of portfolio assets by the Legacy Offshore Vehicles to the Consolidated Master Fund LP are intended to be tax-free under IRC Section 721(a), with carryover basis to the Consolidated Master Fund LP under IRC Section 723 and tacking of the contributing vehicle's holding period under IRC Section 1223(2).
(b) The distributions of Consolidated Master Fund LP interests to the limited partners of the Legacy Offshore Vehicles upon dissolution of such vehicles are intended to be tax-free under IRC Section 731(a).
(c) The Consolidated Master Fund LP does not constitute an "investment company" within the meaning of IRC Section 721(b) because its portfolio consists of operating company interests in digital infrastructure (data centers, fiber-optic networks, edge computing facilities) and enterprise SaaS businesses.
(d) The partnership interests in the Consolidated Master Fund LP distributed to the limited partners of the Legacy Offshore Vehicles are not "marketable securities" within the meaning of IRC Section 731(c)(2) and accordingly IRC Section 731(c) does not apply to such distributions.
(e) Shifts in partner-level shares of the $1.34 billion of aggregate liabilities assumed by the Consolidated Master Fund LP under IRC Section 752 are not expected to trigger gain recognition under IRC Section 731 because such shifts are not anticipated to result in deemed distributions under IRC Section 752(b) in excess of any partner's adjusted basis in its partnership interest.
(f) Built-in gain and loss accounts under IRC Section 704(c) with respect to the contributed portfolio assets carry over to the Consolidated Master Fund LP, and the Consolidated Master Fund LP will continue to use the remedial allocation method under Treasury Regulations Section 1.704-3(d) with respect to such built-in gain and loss accounts.
(g) No withholding under IRC Section 1446(a) is expected to be required on the contributions of portfolio assets or the distributions of Consolidated Master Fund LP interests contemplated by the Reorganization.
(h) A FIRPTA analysis under IRC Section 897 has been conducted by Calderwood & Harkness LLP with respect to the data center and fiber-optic network interests held by the Legacy Offshore Vehicles, and Calderwood & Harkness LLP has concluded that the contributions and distributions contemplated by the Reorganization do not trigger gain recognition under IRC Section 897.
The Consenting LP acknowledges and agrees that the LP Tax Impact Summary Letter is provided for informational purposes only and does not constitute tax advice to the Consenting LP. The LP Tax Impact Summary Letter is addressed solely to the General Partner and Solara Digital Infrastructure LP, and no limited partner may rely on the LP Tax Impact Summary Letter as a basis for any tax return position or any other tax-related purpose.
The Consenting LP further acknowledges that it has been advised to consult with its own independent tax advisors regarding the U.S. federal, state, local, and non-U.S. tax consequences of the Reorganization to the Consenting LP in its particular circumstances, including the consequences of the Consenting LP's migration to the International Feeder, the Tax-Exempt Feeder, or continued direct investment through the Domestic Fund Vehicles, as applicable.
Section 6: Consent
6.1 Grant of Consent
The Consenting LP hereby irrevocably consents to each of the following:
(a) The Reorganization. The Reorganization, including each of Steps 1 through 5 as described in Section 3.2 of this Consent, including the formation of the new entities, the contribution of portfolio assets by the Legacy Offshore Vehicles to the Consolidated Master Fund LP, the dissolution of the Legacy Offshore Vehicles, and the migration of the Consenting LP's interest to the applicable post-Reorganization fund vehicle.
(b) The LPA Amendments. The amendments to the LPA of each fund vehicle identified in Section 2 in which the Consenting LP holds a limited partnership interest, in substantially the form circulated with the Solicitation Letter (collectively, the "LPA Amendments"), including:
(i) The amendment to the Amended and Restated Agreement of Limited Partnership of Solara Digital Partners Fund IV LP (the "Fund IV LPA Amendment"), if the Consenting LP holds an interest in any Fund IV vehicle;
(ii) The amendment to the Amended and Restated Agreement of Limited Partnership of Solara Digital Partners Fund V LP (the "Fund V LPA Amendment"), if the Consenting LP holds an interest in any Fund V vehicle; and
(iii) Such amendments, resolutions, or other actions as may be required under the governing documents of Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, or Fund V-B (Luxembourg) SCSp (as applicable to the Consenting LP), in each case in substantially the form circulated with the Solicitation Letter or as otherwise approved by the General Partner and the LPAC.
(c) Contribution of Portfolio Assets. The contribution by the applicable Legacy Offshore Vehicles of their portfolio assets to the Consolidated Master Fund LP in exchange for limited partnership interests in the Consolidated Master Fund LP, as described in Steps 2 through 4 of Section 3.2.
(d) Dissolution and Distribution. The dissolution of the applicable Legacy Offshore Vehicles and the distribution to the Consenting LP of its pro rata share of partnership interests in the Consolidated Master Fund LP (or, as applicable, interests in the International Feeder or the Tax-Exempt Feeder), as described in Step 5 of Section 3.2.
(e) LP Migration. The migration of the Consenting LP's interest to the International Feeder (if the Consenting LP is a non-U.S. investor), the Tax-Exempt Feeder (if the Consenting LP is a U.S. tax-exempt investor), or the Consenting LP's continued direct co-investment alongside the Consolidated Master Fund LP through the existing Domestic Fund Vehicles (if the Consenting LP is a U.S. taxable investor), as applicable and as described in Step 5 of Section 3.2.
(f) Authorization of General Partner. The authorization of the General Partner (Solara Digital Infrastructure GP LLC) and its officers, including Viktor Raines, Managing Partner, and Meredith Tsao, Chief Operating Officer, to execute and deliver all documents, instruments, certificates, agreements, and filings, and to take all actions, in each case as may be necessary, desirable, or appropriate to consummate the Reorganization and the LPA Amendments, including the execution and delivery of (i) the limited partnership agreement of the Consolidated Master Fund LP, (ii) the limited partnership agreements of the International Feeder and the Tax-Exempt Feeder, (iii) the operating agreement of Solara Consolidated Master Fund GP LLC, (iv) contribution agreements, assignment and assumption agreements, and related transfer documents, (v) IRS Form 8832 elections, (vi) dissolution and wind-down documents for the Legacy Offshore Vehicles, and (vii) any and all other documents, instruments, and agreements contemplated by the Reorganization.
6.2 Scope of Consent
This Consent is given pursuant to and in accordance with the amendment and consent provisions of the applicable LPA(s), including, without limitation, the provisions summarized in Exhibit A to this Consent. The Consenting LP has reviewed the applicable amendment and consent provisions and confirms that this Consent is delivered in compliance therewith.
This Consent shall be irrevocable upon delivery to the General Partner, unless and until the General Partner determines to abandon or materially modify the Reorganization as described in Section 3.2 of this Consent, in which case the General Partner shall notify the Consenting LP in writing of such abandonment or material modification, and this Consent shall thereupon be deemed null and void. For the avoidance of doubt, a modification to the Reorganization shall be deemed "material" only if it alters the fundamental economic or tax consequences of the Reorganization to the Consenting LP, as determined by the General Partner in its reasonable discretion after consultation with Calderwood & Harkness LLP and the LPAC.
This Consent relates solely to the Reorganization and the LPA Amendments as described herein and does not constitute consent to any other amendment, modification, supplement, or waiver of any provision of the applicable LPA(s) or any other governing document of any fund vehicle. The General Partner's rights to seek additional consents from the Consenting LP in the future with respect to other matters are expressly preserved.
Section 7: Representations of the Consenting LP
The Consenting LP hereby represents and warrants to the General Partner as follows, as of the date of the Consenting LP's execution and delivery of this Consent:
(a) Authority. The Consenting LP has full power and authority to execute and deliver this Consent and to perform its obligations hereunder. If the Consenting LP is an entity (including, without limitation, a corporation, limited liability company, limited partnership, trust, pension fund, endowment, sovereign wealth fund, or other organization), the execution and delivery of this Consent has been duly authorized by all necessary corporate, partnership, limited liability company, trust, or other organizational action on the part of the Consenting LP, and no further action, approval, or consent is required by the Consenting LP or any other person or entity in connection with the execution, delivery, and performance of this Consent.
(b) Binding Effect. This Consent constitutes the legal, valid, and binding obligation of the Consenting LP, enforceable against the Consenting LP in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(c) LP Status. The Consenting LP is a limited partner in good standing under the LPA(s) of each fund vehicle identified in Section 2 of this Consent. The Consenting LP has not transferred, assigned, pledged, hypothecated, or otherwise encumbered its limited partnership interest in any such fund vehicle, except as previously disclosed to and approved in writing by the General Partner in accordance with the applicable LPA. The Consenting LP's capital commitment and percentage interest in each applicable fund vehicle are accurately reflected in the records of the General Partner.
(d) Receipt of Information. The Consenting LP has received and reviewed the Solicitation Letter, the LP Tax Impact Summary Letter, and such other information regarding the Reorganization as the Consenting LP has requested from the General Partner or its counsel. The Consenting LP has had a reasonable opportunity to ask questions of the General Partner and its counsel regarding the Reorganization and the LPA Amendments and has received satisfactory answers to all such questions. The Consenting LP is making the decision to execute and deliver this Consent based upon its own independent investigation and analysis of the information provided and such other factors as the Consenting LP deems relevant.
(e) Independent Tax Advice. The Consenting LP has had the opportunity to consult with its own independent tax advisors regarding the U.S. federal, state, local, and non-U.S. tax consequences of the Reorganization to the Consenting LP in its particular circumstances, including the consequences of the Consenting LP's migration to the International Feeder, the Tax-Exempt Feeder, or continued direct investment through the Domestic Fund Vehicles, as applicable. The Consenting LP acknowledges that neither the General Partner, Solara Digital Infrastructure LP, Solara Digital Infrastructure GP LLC, Calderwood & Harkness LLP, nor any of their respective affiliates, officers, directors, members, partners, employees, agents, or advisors has provided tax advice to the Consenting LP in connection with the Reorganization. The Consenting LP further acknowledges that the LP Tax Impact Summary Letter does not constitute tax advice to the Consenting LP and that no limited partner may rely on the LP Tax Impact Summary Letter as a basis for any tax return position.
(f) Investor Category. The Consenting LP's investor category as indicated in Section 1 of this Consent is accurate as of the date hereof. The Consenting LP will promptly notify the General Partner in writing if the Consenting LP's investor category changes prior to the effective date of the Reorganization.
(g) No Violation. The execution and delivery of this Consent by the Consenting LP and the consummation of the transactions contemplated by the Reorganization do not and will not (i) violate, conflict with, or result in a breach or default under any provision of the Consenting LP's organizational documents (if the Consenting LP is an entity), (ii) violate any law, rule, regulation, order, judgment, injunction, or decree applicable to the Consenting LP, or (iii) violate, conflict with, result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, or acceleration under any agreement, instrument, contract, license, permit, order, judgment, or decree to which the Consenting LP is a party or by which the Consenting LP or any of its assets or properties is bound.
Section 8: Miscellaneous Provisions
8.1 Governing Law
This Consent shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to principles of conflicts of law that would require or permit the application of the laws of any other jurisdiction. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, any state or federal court located in New Castle County, Delaware) for the purposes of any suit, action, or other proceeding arising out of or relating to this Consent.
8.2 Notices.  All notices, requests, demands, and other communications under this Consent shall be in writing and shall be deemed to have been duly given or made when delivered in person, when sent by electronic mail (with confirmation of receipt), or when sent by recognized overnight delivery service (with proof of delivery), addressed as follows:
If to the Consenting LP: To the address and contact information set forth in Section 1 of this Consent.
If to the General Partner:
Solara Digital Infrastructure GP LLC 1200 Market Street, Suite 3400 Wilmington, DE 19801
Attn: Priya Narasimhan, General Counsel
Email: pnarasimhan@solaradigital.com
With a copy (which shall not constitute notice) to:
Stefan Dalmqvist, Head of Tax Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801
Email: slindqvist@solaradigital.com
Either party may change its address for notices by providing written notice to the other party in accordance with this Section 8.2.
8.3 Entire Agreement
This Consent, together with the Solicitation Letter and the applicable LPA(s) (as amended by the LPA Amendments), constitutes the entire agreement between the Consenting LP and the General Partner with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties with respect to such subject matter. No representation, warranty, promise, or inducement has been made by any party that is not embodied in this Consent, the Solicitation Letter, or the applicable LPA(s).
8.4 Counterparts.  This Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. This Consent may be delivered by electronic transmission, including by portable document format (PDF), and any such electronic delivery shall be deemed to constitute delivery of an original executed counterpart.
8.5 Amendments.  This Consent may not be amended, modified, supplemented, or waived except by a written instrument signed by both the Consenting LP and the General Partner.
8.6 Severability.  If any provision of this Consent is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Consent, and this Consent shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein, provided that the remaining provisions of this Consent shall continue in full force and effect and shall be enforceable in accordance with their terms.
Section 9: Signature block
IN WITNESS WHEREOF, the Consenting LP has executed and delivered this Form of Consent of Limited Partner as of the date set forth below.
CONSENTING LP:.  
________________________________________
Signature
Print Name: ________
Title (if entity): ________
Name of Entity (if applicable): ________
Date of Execution: ________
ACCEPTED AND ACKNOWLEDGED BY THE GENERAL PARTNER:
SOLARA DIGITAL INFRASTRUCTURE GP LLC
By: ________
Name: Viktor Raines
Title: Managing Partner
Date: ________
EXHIBIT A
Summary of LPA Amendment Provisions
This Exhibit A sets forth a summary of the relevant amendment and consent provisions of each LPA under which limited partner consent is being solicited in connection with the Reorganization. The full text of the draft LPA Amendments (the Draft Amendment to the Fund IV LPA and the Draft Amendment to the Fund V LPA) has been circulated separately with the Solicitation Letter. The Consenting LP should review the full text of the applicable draft LPA Amendments prior to executing and delivering this Consent.
1. Solara Digital Partners Fund IV LP — Fund IV LPA
The following provisions of the Fund IV LPA are being amended in connection with the Reorganization:
(a) Section 6.1 (Investment Restrictions). Section 6.1 is being amended to authorize the General Partner to contribute all or substantially all of the portfolio assets of Fund IV LP (including, through parallel vehicle arrangements, the portfolio assets of Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp) to the Consolidated Master Fund LP, notwithstanding any restrictions on the contribution, transfer, or disposition of fund assets set forth in Section 6.1 of the Fund IV LPA as currently in effect.
(b) Section 8.4 (Dissolution and Winding Up of Parallel Vehicles). Section 8.4 is being amended to authorize the General Partner to dissolve and wind down each of the Legacy Offshore Vehicles related to Fund IV (i.e., Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp) and to distribute to the limited partners of such Legacy Offshore Vehicles their pro rata share of partnership interests in the Consolidated Master Fund LP or, as applicable, interests in the International Feeder or the Tax-Exempt Feeder.
(c) Section 10.2 (Authority of General Partner). Section 10.2 is being amended to expressly authorize the General Partner to execute and deliver all documents, instruments, certificates, agreements, and filings, and to take all actions, as may be necessary, desirable, or appropriate to consummate the Reorganization, including the formation of the new entities, the execution of contribution agreements, and the filing of IRS Form 8832 elections.
(d) Section 12.1 (Amendments). The amendment is being effected pursuant to Section 12.1, which requires the written consent of limited partners holding not less than 66⅔% in interest (measured by capital commitments) of the limited partnership interests then outstanding.
2. Solara Digital Partners Fund V LP — Fund V LPA
The following provisions of the Fund V LPA are being amended in connection with the Reorganization:
(a) Section 6.1 (Investment Restrictions). Substantially identical amendment to that described above for the Fund IV LPA, adapted to authorize the contribution of Fund V portfolio assets (including through parallel vehicle arrangements, the assets of Fund V-A (Cayman) LP and Fund V-B (Luxembourg) SCSp) to the Consolidated Master Fund LP.
(b) Section 8.4 (Dissolution and Winding Up of Parallel Vehicles). Substantially identical amendment to that described above for the Fund IV LPA, adapted for Fund V parallel vehicles.
(c) Section 10.2 (Authority of General Partner). Substantially identical amendment to that described above for the Fund IV LPA.
(d) Section 12.1 (Amendments). The amendment is being effected pursuant to Section 12.1 of the Fund V LPA, which requires the written consent of limited partners holding not less than 66⅔% in interest (measured by capital commitments) of the limited partnership interests then outstanding.
3. Offshore Parallel Vehicles — Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp
The governing documents of each Legacy Offshore Vehicle contain amendment and consent provisions substantially similar to those in the Fund IV LPA and the Fund V LPA. The specific sections being amended or the resolutions being adopted in respect of each Legacy Offshore Vehicle are set forth in the Solicitation Letter and the applicable draft governing document amendments circulated therewith. In general, the amendments and resolutions authorize (i) the contribution of each Legacy Offshore Vehicle's portfolio assets to the Consolidated Master Fund LP, (ii) the authorization of the General Partner to execute reorganization documents on behalf of each Legacy Offshore Vehicle, and (iii) the dissolution and wind-down of each Legacy Offshore Vehicle in accordance with the timeline set forth in Section 3.2 of this Consent.
EXHIBIT B
Investor Category Definitions
For purposes of this Consent and the Reorganization, the following definitions shall apply:
U.S. Taxable Investor
A "U.S. Taxable Investor" means a limited partner that is a "United States person" as defined in IRC Section 7701(a)(30) (including a citizen or resident of the United States, a domestic partnership, a domestic corporation, any estate that is not a foreign estate, and any trust subject to the primary supervision of a court within the United States and the control of one or more United States persons) and that is not a tax-exempt entity described in IRC Section 501(a). U.S. Taxable Investors will remain directly in the Domestic Fund Vehicles (Solara Digital Partners Fund IV LP and Solara Digital Partners Fund V LP, as applicable), which will co-invest alongside the Consolidated Master Fund LP.
Example: Argyle Family Office Holdings LLC (a Delaware limited liability company) — capital commitments of $95 million in Fund IV LP and $130 million in Fund V LP.
U.S. Tax-Exempt Investor
A "U.S. Tax-Exempt Investor" means a limited partner that is a "United States person" as defined in IRC Section 7701(a)(30) and that is exempt from U.S. federal income tax under IRC Section 501(a), including qualified pension benefit plans described in IRC Section 401(a), state and local government pension plans described in IRC Section 414(d), educational organizations described in IRC Section 501(c)(3), and other organizations exempt from tax under IRC Section 501(a). U.S. Tax-Exempt Investors will be migrated to the Tax-Exempt Feeder (Solara Tax-Exempt Feeder (Cayman) LP) to mitigate unrelated business taxable income ("UBTI") concerns arising from debt-financed portfolio investments held by the Consolidated Master Fund LP.
Examples:
•  Pinnacle State Employees' Retirement System — capital commitments of $275 million in Fund IV and $340 million in Fund V.
•  Grandview University Endowment — capital commitments of $120 million in Fund IV and $185 million in Fund V.
Non-U.S. Investor
A "Non-U.S. Investor" means a limited partner that is not a "United States person" as defined in IRC Section 7701(a)(30), including non-U.S. individuals, non-U.S. corporations, non-U.S. partnerships, non-U.S. trusts, sovereign wealth funds, and other non-U.S. entities. Non-U.S. Investors will be migrated to the International Feeder (Solara International Feeder (Cayman) LP).
Examples:
•  Nordhaven Sovereign Wealth Fund (Kingdom of Nordhaven) — capital commitments of $380 million in Fund IV-A (Cayman) and $500 million in Fund V-A (Cayman).
•  Kestrel Pacific Insurance Group (Singapore) — capital commitments of €200 million in Fund IV-B (Luxembourg) and €275 million in Fund V-B (Luxembourg).
RETURN INSTRUCTIONS
Completed and executed Forms of Consent should be returned to:
Solara Digital Infrastructure GP LLC 1200 Market Street, Suite 3400 Wilmington, DE 19801
Attn: Priya Narasimhan, General Counsel
Email: pnarasimhan@solaradigital.com
With a copy to Calderwood & Harkness LLP:
Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006
Attn: Leonard Cross, Partner
Engagement No.: 20250527-SDILP-PLR
Email: lcross@calderwoodharkness.com
Questions regarding this Form of Consent, the Reorganization, or the LPA Amendments should be directed to:
Stefan Dalmqvist Head of Tax Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801
Email: slindqvist@solaradigital.com
Telephone: (302) 555-4700
or to the Consenting LP's own legal and tax advisors.
The Consenting LP is also advised that LPAC counsel, Whitfield, Carruthers & Doyle LLP (Diana Carruthers, Partner; 200 South Biscayne Boulevard, Suite 4000, Miami, FL 33131; telephone: (305) 555-1200; email: dcarruthers@wcdlaw.com), has reviewed the PLR Request and the Reorganization on behalf of the LP Advisory Committee and is available to respond to inquiries from LPAC members in accordance with the terms of its engagement by the LPAC.
CONFIDENTIAL — This Form of Consent contains confidential and proprietary information regarding Solara Digital Infrastructure LP and its affiliated fund vehicles. This document is intended solely for the use of the limited partners of the fund vehicles identified herein and their authorized representatives and advisors. Any unauthorized use, disclosure, or distribution of this document is strictly prohibited.
Fund Vehicle | Check if Applicable | Capital Commitment
Solara Digital Partners Fund IV LP (Delaware LP) | $______
Solara Digital Partners Fund IV-A (Cayman) LP (Cayman Islands exempted LP) | $______
Solara Digital Partners Fund IV-B (Luxembourg) SCSp (Luxembourg SCSp) | €______
Solara Digital Partners Fund V LP (Delaware LP) | $______
Solara Digital Partners Fund V-A (Cayman) LP (Cayman Islands exempted LP) | $______
Solara Digital Partners Fund V-B (Luxembourg) SCSp (Luxembourg SCSp) | €______
Metric | Amount
Total Fair Market Value of Assets Transferred to Consolidated Master Fund | $7.75 billion
Total Adjusted Tax Basis of Assets Transferred | $6.03 billion
Total Aggregate Built-in Gain | $1.72 billion
Total Number of Portfolio Companies (all funds) | 23 (11 in Fund IV vehicles; 12 in Fund V vehicles)
Aggregate Liabilities Assumed by Consolidated Master Fund | $1.34 billion

FORM OF CONSENT OF LIMITED PARTNER

CONSENTING LP:.

ACCEPTED AND ACKNOWLEDGED BY THE GENERAL PARTNER:

SOLARA DIGITAL INFRASTRUCTURE GP LLC

EXHIBIT A

EXHIBIT B

RETURN INSTRUCTIONS

Record

Parties

Dates

Amounts