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CONSENT AND AMENDMENT AGREEMENT

relating to the

Subscription Credit Facility Agreement dated as of June 15, 2021, as amended

$1,100,000,000 Revolving Credit Facility

among

SOLARA DIGITAL PARTNERS FUND IV LP, a Delaware limited partnership, as Borrower,

SOLARA DIGITAL INFRASTRUCTURE GP LLC, a Delaware limited liability company, as General Partner,

and

ASHFORD NATIONAL BANK, N.A., a national banking association, as Lender

Dated as of [●], 2025

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CONSENT AND AMENDMENT AGREEMENT

This CONSENT AND AMENDMENT AGREEMENT (this "Agreement") is entered into as of [●], 2025, by and among:

(1) SOLARA DIGITAL PARTNERS FUND IV LP, a Delaware limited partnership (the "Borrower");

(2) SOLARA DIGITAL INFRASTRUCTURE GP LLC, a Delaware limited liability company (the "General Partner"); and

(3) ASHFORD NATIONAL BANK, N.A., a national banking association (the "Lender").

Each of the foregoing is sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

A. Existing Credit Agreement. The Borrower, the General Partner, and the Lender are parties to that certain Subscription Credit Facility Agreement, dated as of June 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Credit Agreement"), by and among Solara Digital Partners Fund IV LP (EIN 85-2103748), as Borrower, Solara Digital Infrastructure GP LLC (EIN 82-4917365), as General Partner, and Ashford National Bank, N.A., as Lender, pursuant to which the Lender has made available to the Borrower a revolving credit facility in an aggregate principal amount of One Billion One Hundred Million Dollars ($1,100,000,000) (the "Facility"). The Credit Agreement has been previously amended from time to time, and all references herein to the "Credit Agreement" shall mean the Credit Agreement as so amended prior to the date hereof and as further amended by this Agreement.

B. The Fund Structure. Solara Digital Partners Fund IV LP is a Delaware limited partnership formed for the purpose of making and holding investments in digital infrastructure and enterprise SaaS companies. Solara Digital Infrastructure GP LLC serves as the sole general partner of the Borrower and is responsible for the management and investment activities of the Borrower and its affiliated fund vehicles. The Borrower operates alongside parallel fund vehicles established to accommodate the tax, regulatory, and structural requirements of its diverse limited partner investor base, including: (i) Solara Digital Partners Fund IV-A (Cayman) LP, a Cayman Islands exempted limited partnership ("Fund IV-A Cayman"), whose registered office is located at Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111, and whose general partner is Solara Offshore GP Ltd.; and (ii) Solara Digital Partners Fund IV-B (Luxembourg) SCSp, a Luxembourg special limited partnership ("Fund IV-B Lux"), whose registered office is located at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, and whose general partner is Solara Luxembourg Management S.à r.l. (RCS B 248194). Fund IV-A Cayman and Fund IV-B Lux invest in parallel alongside the Borrower and collectively constitute the parallel fund platform for Fund IV.

C. The Reorganization. The General Partner, on behalf of itself and its affiliated fund vehicles, proposes to undertake a cross-border reorganization of its fund platform (the "Reorganization"), consisting of the following integrated steps:

Step 1 — Formation of New Entities (Target: September 15, 2025). Formation of the following new entities: (i) Solara Consolidated Master Fund GP LLC, a Delaware limited liability company (the "Master Fund GP"); (ii) Solara Consolidated Master Fund LP, a Delaware limited partnership (the "Master Fund"); (iii) Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership (the "International Feeder"); and (iv) Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership (the "Tax-Exempt Feeder"). Each new entity shall elect partnership classification for U.S. federal income tax purposes by filing IRS Form 8832 (Entity Classification Election) with the Internal Revenue Service in a timely manner following formation.

Step 2 — Contribution of Fund IV-A Cayman Assets (Target: October 1, 2025). Fund IV-A Cayman shall contribute all of its portfolio assets to the Master Fund in exchange for a limited partnership interest in the Master Fund. As of the most recent valuation date, the aggregate fair market value of such portfolio assets is approximately Two Billion Three Hundred Ten Million Dollars ($2,310,000,000), and the aggregate adjusted tax basis of such portfolio assets is approximately One Billion Six Hundred Twenty Million Dollars ($1,620,000,000). This contribution is intended to qualify as a tax-free contribution under Section 721(a) of the Internal Revenue Code of 1986, as amended (the "Code").

Step 3 — Contribution of Fund IV-B Lux Assets (Target: October 15, 2025). Fund IV-B Lux shall contribute all of its portfolio assets to the Master Fund in exchange for a limited partnership interest in the Master Fund. As of the most recent valuation date, the aggregate fair market value of such portfolio assets is approximately One Billion One Hundred Sixty Million Dollars ($1,160,000,000) (approximately €1.07 billion at a USD/EUR exchange rate of 1.08), and the aggregate adjusted tax basis of such portfolio assets is approximately Eight Hundred Forty-Four Million Six Hundred Thousand Dollars ($844,600,000). This contribution is intended to qualify as a tax-free contribution under Section 721(a) of the Code.

Step 4 — Contribution of Fund V Offshore Assets (Target: November 1, 2025). Solara Digital Partners Fund V-A (Cayman) LP and Solara Digital Partners Fund V-B (Luxembourg) SCSp shall contribute their respective portfolio assets to the Master Fund in exchange for limited partnership interests in the Master Fund. The Fund V contributions are being consented to under a separate agreement and are referenced herein solely for the purpose of providing a complete description of the Reorganization.

Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target Effective Date: December 1, 2025). Fund IV-A Cayman, Fund IV-B Lux, and the corresponding Fund V offshore vehicles shall be dissolved and shall distribute their Master Fund partnership interests to their respective existing limited partners. Following such dissolution and distribution: (x) non-U.S. limited partners shall migrate to the International Feeder, which shall hold its interest in the Master Fund on behalf of such non-U.S. limited partners; and (y) U.S. tax-exempt limited partners shall migrate to the Tax-Exempt Feeder, which shall hold its interest in the Master Fund on behalf of such U.S. tax-exempt limited partners.

Following the completion of the Reorganization, the Borrower (Solara Digital Partners Fund IV LP) will continue to exist as a Delaware limited partnership and will continue to co-invest directly alongside the Master Fund. The Borrower itself is not being merged, dissolved, or otherwise terminated in connection with the Reorganization. The Borrower's direct limited partners — principally U.S. taxable investors — will continue to hold their limited partnership interests in the Borrower without change.

The Reorganization is motivated by the following principal considerations: (i) operational cost reduction, including the elimination of approximately Three Million Eight Hundred Thousand Dollars ($3,800,000) in annual duplicative offshore administration, audit, and regulatory filing fees across the platform; (ii) compliance with, and mitigation of adverse effects from, the forthcoming OECD Pillar Two Global Anti-Base Erosion ("GloBE") rules, which are expected to impact the Luxembourg SCSp structures currently used by the platform; (iii) simplification of compliance obligations under the Foreign Account Tax Compliance Act ("FATCA") and the Common Reporting Standard ("CRS"); and (iv) governance simplification requested by the limited partner advisory committee and a substantial number of limited partners.

D. Need for Consent. Certain provisions of the Credit Agreement, including, without limitation, provisions relating to change-of-control events, borrowing base and unfunded capital commitment calculations, restrictions on assignment and transfer of portfolio assets, and covenants regarding the organizational structure of the Borrower and the General Partner, require the prior written consent of the Lender before the Borrower or the General Partner may consummate the Reorganization or certain steps thereof. The Borrower and the General Partner hereby request the Lender's consent to the Reorganization and certain corresponding amendments to the Credit Agreement to reflect the post-Reorganization organizational and investment structure, all on the terms and subject to the conditions set forth herein.

E. LP Advisory Committee Approval. The LP Advisory Committee (the "LPAC") of Fund IV has been consulted with respect to, and has granted its preliminary consent to, the Reorganization, with seventy-eight percent (78%) in interest of the members of the LPAC voting in favor of the Reorganization at the LPAC meeting held on April 22, 2025. The General Partner is in the process of soliciting formal consent from all limited partners of the Borrower and the parallel fund vehicles, as required under their respective limited partnership agreements, and anticipates completion of such solicitation process prior to the Step 1 target date.

F. PLR Request. Calderwood & Harkness LLP, as U.S. tax counsel to Solara Digital Infrastructure LP and its affiliated entities, including the Borrower and the General Partner, has prepared and is submitting a private letter ruling request (the "PLR Request") to the Internal Revenue Service seeking confirmation of the intended tax-free treatment of the asset contributions and partnership interest distributions contemplated by the Reorganization under Sections 721(a), 731(a), and related provisions of the Code. The PLR Request was submitted (or is to be submitted) to the IRS on August 15, 2025. The authorized representatives of the General Partner designated in the PLR Request are Leonard Cross (Responsible Partner) and Sylvia Hartwell (Billing Partner), each of Calderwood & Harkness LLP.

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

ARTICLE I — DEFINITIONS

Section 1.01 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:

"Borrower" means Solara Digital Partners Fund IV LP, a Delaware limited partnership (EIN 85-2103748), with its principal place of business at 1200 Market Street, Suite 3400, Wilmington, DE 19801.

"Credit Agreement" means the Subscription Credit Facility Agreement, dated as of June 15, 2021, by and among the Borrower, the General Partner, and the Lender, as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, and as further amended by this Agreement.

"Effective Date" means the date on which each of the conditions precedent set forth in Section 4.01 of this Agreement shall have been satisfied or waived by the Lender in writing, in accordance with the terms and conditions of Article IV.

"Fund IV-A Cayman" means Solara Digital Partners Fund IV-A (Cayman) LP, a Cayman Islands exempted limited partnership (U.S. EIN 98-6241503; CIMA registration number MF-72491), with its registered office at Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111.

"Fund IV-B Lux" means Solara Digital Partners Fund IV-B (Luxembourg) SCSp, a Luxembourg special limited partnership (U.S. EIN 98-6241571; RCS B 248193), with its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg.

"General Partner" means Solara Digital Infrastructure GP LLC, a Delaware limited liability company (EIN 82-4917365), with its principal place of business at 1200 Market Street, Suite 3400, Wilmington, DE 19801, in its capacity as the sole general partner of the Borrower.

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

"Legacy Offshore Vehicles" means, collectively, Fund IV-A Cayman and Fund IV-B Lux and, for purposes of context and completeness in describing the Reorganization, the corresponding Fund V offshore vehicles (Solara Digital Partners Fund V-A (Cayman) LP and Solara Digital Partners Fund V-B (Luxembourg) SCSp).

"Lender" means Ashford National Bank, N.A., a national banking association organized under the laws of the United States, with its principal office at 225 West Wacker Drive, Suite 5000, Chicago, IL 60606.

"Master Fund" means Solara Consolidated Master Fund LP, a Delaware limited partnership to be formed in connection with Step 1 of the Reorganization, which shall serve as the consolidated holding vehicle for the portfolio assets of the Legacy Offshore Vehicles following the completion of Steps 2 through 4 of the Reorganization.

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

"Reorganization" means the multi-step cross-border fund platform reorganization described in Recital C of this Agreement and in Exhibit A hereto, consisting of the formation of the Master Fund, the Master Fund GP, the International Feeder, and the Tax-Exempt Feeder, the contribution of portfolio assets from the Legacy Offshore Vehicles to the Master Fund, the dissolution of the Legacy Offshore Vehicles, and the migration of limited partners to the appropriate post-Reorganization vehicles.

"SDILP" or "Solara" means Solara Digital Infrastructure LP, a Delaware limited partnership (EIN 82-4917366), headquartered at 1200 Market Street, Suite 3400, Wilmington, DE 19801, which serves as the management company for the Solara fund platform.

"Solara GP" has the same meaning as General Partner.

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

Section 1.02 — Terms Incorporated by Reference. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the respective meanings assigned to such terms in the Credit Agreement. All rules of construction and interpretation set forth in the Credit Agreement, including provisions relating to the computation of time periods, the use of the words "include," "including," and "or," and the treatment of references to Sections, Articles, Exhibits, and Schedules, shall apply to this Agreement as if set forth herein in their entirety.

ARTICLE II — CONSENT

Section 2.01 — Consent to the Reorganization. Subject to the terms and conditions of this Agreement, including the satisfaction or waiver of each of the conditions precedent set forth in Article IV hereof, the Lender hereby consents to the consummation of the Reorganization as described in the Recitals and in Exhibit A hereto, including, without limitation:

(a) the formation of the Master Fund, the Master Fund GP, the International Feeder, and the Tax-Exempt Feeder as new entities within the Solara fund platform;

(b) the contribution by Fund IV-A Cayman of all of its portfolio assets (having an aggregate fair market value of approximately Two Billion Three Hundred Ten Million Dollars ($2,310,000,000)) to the Master Fund in exchange for a limited partnership interest in the Master Fund, as contemplated by Step 2 of the Reorganization;

(c) the contribution by Fund IV-B Lux of all of its portfolio assets (having an aggregate fair market value of approximately One Billion One Hundred Sixty Million Dollars ($1,160,000,000)) to the Master Fund in exchange for a limited partnership interest in the Master Fund, as contemplated by Step 3 of the Reorganization;

(d) the dissolution of Fund IV-A Cayman and Fund IV-B Lux and the distribution by each of its Master Fund partnership interests to its respective limited partners, as contemplated by Step 5 of the Reorganization;

(e) the migration of non-U.S. limited partners (including, without limitation, Nordhaven Sovereign Wealth Fund and Kestrel Pacific Insurance Group) into the International Feeder and U.S. tax-exempt limited partners (including, without limitation, Pinnacle State Employees' Retirement System and Grandview University Endowment) into the Tax-Exempt Feeder; and

(f) the continued co-investment by the Borrower alongside the Master Fund in the post-Reorganization structure, in a manner consistent with the Borrower's existing co-investment arrangements with Fund IV-A Cayman and Fund IV-B Lux.

The foregoing consent is granted in reliance upon the representations and warranties set forth in Article V hereof and the covenants set forth in Article VI hereof, and is subject in all respects to the conditions precedent set forth in Article IV hereof.

Section 2.02 — Scope of Consent. The consent granted under Section 2.01 is limited solely to the Reorganization as specifically described in this Agreement, in the Recitals hereto, and in Exhibit A hereto. Such consent does not constitute a waiver of any other provision of the Credit Agreement, whether or not related to the subject matter hereof, and shall not be construed as establishing a course of dealing or as creating any obligation on the part of the Lender to grant any future consent, waiver, or amendment. Without limiting the generality of the foregoing, the consent granted hereunder does not extend to, and shall not be deemed to authorize, any subsequent restructuring, merger, consolidation, dissolution, or material change in the organizational structure of the Borrower, the General Partner, the Master Fund, or any other entity within the Solara fund platform that is not specifically described herein. The Lender expressly reserves all of its rights, remedies, and powers under the Credit Agreement and applicable law, except to the extent expressly modified by the terms of this Agreement.

Section 2.03 — No Consent to Fund V Facility. For the avoidance of doubt, this Agreement relates solely to the Fund IV Subscription Credit Facility — that is, the One Billion One Hundred Million Dollar ($1,100,000,000) revolving credit facility established under the Credit Agreement. The consent and amendment relating to the separate Fund V Subscription Credit Facility — the One Billion Five Hundred Million Dollar ($1,500,000,000) revolving credit facility entered into by Solara Digital Partners Fund V LP, as borrower, with Ashford National Bank, N.A. and Sentinel Capital Markets LLC, as co-lender and administrative agent — is governed by a separate consent and amendment agreement and is not addressed by or affected by this Agreement. Nothing in this Agreement shall be construed as a consent, waiver, or amendment with respect to the Fund V Subscription Credit Facility or any related loan documents.

ARTICLE III — AMENDMENTS TO THE CREDIT AGREEMENT

Effective as of the Effective Date, the Credit Agreement is hereby amended as follows:

Section 3.01 — Amendment to Change-of-Control Provisions. The definition of "Change of Control" (or any equivalent defined term used in the Credit Agreement to describe events relating to a change in the ownership, control, or management of the Borrower or the General Partner) is hereby amended by adding the following proviso at the end thereof:

"; provided, however, that the consummation of the Reorganization (as defined in, and as described in the recitals and Exhibit A to, that certain Consent and Amendment Agreement dated as of [●], 2025 (the "Consent Agreement"), among the Borrower, the General Partner, and the Lender) shall not constitute a Change of Control for purposes of this Agreement, so long as the following conditions are satisfied at all relevant times: (a) the General Partner of the Borrower remains Solara Digital Infrastructure GP LLC; (b) Viktor Raines continues to serve as the manager of the General Partner and retains day-to-day management authority over the investment and operational activities of the Borrower; (c) the consummation of the Reorganization does not result in any change in the ultimate control of the Borrower by the General Partner or any change in the economic rights or obligations of the Borrower under this Agreement; and (d) the indirect investor base of the Borrower is not materially altered as a result of the Reorganization, it being understood that the migration of limited partners from the Legacy Offshore Vehicles into the International Feeder, the Tax-Exempt Feeder, or the Master Fund shall not constitute a material alteration of the indirect investor base for purposes of this clause (d)."

Section 3.02 — Amendment to Borrowing Base Provisions. To the extent that the Borrowing Base (or the calculation of "Unfunded Capital Commitments," "Eligible Capital Commitments," or any equivalent concept) under the Credit Agreement includes, references, or takes into account the capital commitments of limited partners investing through Fund IV-A Cayman or Fund IV-B Lux, such provisions are hereby amended as follows:

(a) Following the completion of the Reorganization, unfunded capital commitments that were previously attributable to limited partners investing through Fund IV-A Cayman and Fund IV-B Lux shall continue to be included in the Borrowing Base and the calculation of Unfunded Capital Commitments, provided that (i) such limited partners are investing through the post-Reorganization successor vehicles (including the Master Fund, the International Feeder, or the Tax-Exempt Feeder, as applicable), (ii) the General Partner has delivered to the Lender adequate documentation evidencing the continuation of such commitments through the successor vehicles, and (iii) the enforceability and collectability of such commitments is not materially impaired by the Reorganization.

(b) Without limiting the generality of clause (a), the following representative investors and their respective capital commitments shall be treated as continuing eligible commitments for Borrowing Base purposes:

(i) Nordhaven Sovereign Wealth Fund — Three Hundred Eighty Million Dollars ($380,000,000) committed to Fund IV-A Cayman, transitioning to the International Feeder;

(ii) Kestrel Pacific Insurance Group — Two Hundred Million Euros (€200,000,000) committed to Fund IV-B Lux, transitioning to the International Feeder;

(iii) Pinnacle State Employees' Retirement System — Two Hundred Seventy-Five Million Dollars ($275,000,000) committed to Fund IV LP (direct; unaffected by Reorganization);

(iv) Grandview University Endowment — One Hundred Twenty Million Dollars ($120,000,000) committed to Fund IV LP (direct; migrating to Tax-Exempt Feeder for co-investment participation);

(v) Argyle Family Office Holdings LLC — Ninety-Five Million Dollars ($95,000,000) committed to Fund IV LP (direct; unaffected by Reorganization, as a U.S. taxable investor).

(c) References in the Credit Agreement to the "limited partnership agreements" of Fund IV-A Cayman and Fund IV-B Lux for purposes of Borrowing Base calculations shall, following the dissolution of such vehicles, be deemed to refer to the corresponding provisions of the limited partnership agreements of the Master Fund, the International Feeder, or the Tax-Exempt Feeder, as applicable.

(d) The General Partner shall deliver to the Lender, within sixty (60) days following the effective date of Step 5 of the Reorganization, an updated Schedule of Investors and Unfunded Capital Commitments reflecting the post-Reorganization structure, substantially in the form of Exhibit E hereto.

Section 3.03 — Amendment to Organizational Structure Covenants. The existing covenant in the Credit Agreement requiring the Borrower to maintain its organizational structure and not permit any material change to such organizational structure without the prior written consent of the Lender is hereby amended as follows:

(a) Such covenant is amended to expressly permit the Reorganization as described in this Agreement and in Exhibit A hereto, and the consummation of the Reorganization shall not constitute a breach of such covenant.

(b) Notwithstanding anything in the Reorganization to the contrary, the Borrower shall continue to be organized as a Delaware limited partnership with Solara Digital Infrastructure GP LLC as its sole general partner. Nothing in the Reorganization contemplates or permits the merger, dissolution, conversion, or domestication of the Borrower to or into any other entity or jurisdiction.

(c) A new sub-clause is hereby added to such covenant requiring the Borrower to deliver to the Lender updated organizational charts reflecting the post-Reorganization structure of the Borrower and its affiliated fund vehicles within thirty (30) days following the completion of each step of the Reorganization (Steps 1 through 5). Such organizational charts shall be in reasonable detail and shall identify all entities, their jurisdictions of organization, their general partners or managing members (as applicable), and the flow of capital commitments and portfolio investments.

Section 3.04 — Amendment to Assignment and Transfer Provisions. Any provision in the Credit Agreement that restricts, prohibits, or conditions the transfer, assignment, contribution, or other disposition of portfolio assets held by Fund IV-A Cayman or Fund IV-B Lux, or that restricts, prohibits, or conditions the transfer of partnership interests in Fund IV-A Cayman or Fund IV-B Lux, is hereby amended to permit the contributions and distributions described in Steps 2, 3, and 5 of the Reorganization, subject to the following:

(a) Such amendment is limited to the specific asset contributions and partnership interest distributions described in this Agreement and in Exhibit A hereto, and does not constitute a general waiver or modification of any transfer or assignment restrictions applicable to the Borrower, the General Partner, or their portfolio assets.

(b) For the avoidance of doubt, the Borrower's own portfolio assets are not being contributed to the Master Fund as part of the Reorganization. The Borrower will continue to hold its direct co-investment interests in portfolio companies and will co-invest alongside the Master Fund on substantially the same terms as its existing co-investment arrangements with Fund IV-A Cayman and Fund IV-B Lux. Only the portfolio assets held by Fund IV-A Cayman and Fund IV-B Lux are being transferred to the Master Fund.

(c) The Borrower shall promptly notify the Lender in writing if any portfolio asset proposed to be contributed to the Master Fund is subject to any lien, encumbrance, restriction on transfer, or other impediment that could affect the Lender's rights under the Credit Agreement.

Section 3.05 — Amendment to Reporting and Compliance Obligations. The reporting and compliance covenants set forth in the Credit Agreement are hereby amended to require the Borrower and the General Partner to deliver the following additional reports and materials to the Lender:

(a) NAV Reports and Investor Statements. On a quarterly basis (within forty-five (45) days following the end of each fiscal quarter), net asset value reports and investor statements from the Master Fund, in substantially the same form and detail as the NAV reports and investor statements previously received by the Lender from Fund IV-A Cayman through Clarendon Fund Services Ltd. (or any successor fund administrator). Such reports shall include a summary of portfolio company valuations, capital account balances, capital call and distribution activity, and any material changes to the composition of the Master Fund's portfolio.

(b) Updated Schedule of Investors. Within sixty (60) days following the effective date of Step 5 of the Reorganization (December 1, 2025), an updated Schedule of Investors reflecting the post-Reorganization limited partner structure, substantially in the form of Exhibit E hereto, including the identity of each limited partner, such limited partner's classification (U.S. taxable, U.S. tax-exempt, or non-U.S.), the original fund vehicle through which such limited partner invested, the post-Reorganization vehicle through which such limited partner will invest, and the capital commitment and unfunded commitment amounts applicable to such limited partner.

(c) Entity Classification Elections. Promptly following the filing thereof (and in any event within fifteen (15) business days following filing), copies of the IRS Form 8832 entity classification elections filed for the Master Fund, the International Feeder, and the Tax-Exempt Feeder, together with evidence of acceptance thereof by the Internal Revenue Service.

(d) IRS Private Letter Ruling. Promptly upon receipt (and in any event within five (5) business days following receipt), copies of any private letter ruling or other determination letter issued by the Internal Revenue Service in connection with the Reorganization, together with any supplemental correspondence or guidance related thereto.

(e) Fund Administration Transition. The Borrower shall provide reasonable prior notice to the Lender of any change in the fund administrator responsible for preparing NAV reports and investor statements in connection with the transition from Clarendon Fund Services Ltd. to the Master Fund's designated administrator, including the identity and qualifications of any successor administrator.

Section 3.06 — Amendment to Definition of "Parallel Funds" or "Related Vehicles." The definition of "Parallel Funds," "Related Vehicles," or any equivalent term in the Credit Agreement is hereby amended as follows:

(a) Effective as of the Effective Date, the following entities are hereby added to the definition of "Parallel Funds" (or equivalent term): (i) the Master Fund; (ii) the International Feeder; and (iii) the Tax-Exempt Feeder, in each case as successor parallel or feeder vehicles to the Legacy Offshore Vehicles.

(b) Effective as of the respective dissolution dates of Fund IV-A Cayman and Fund IV-B Lux in connection with Step 5 of the Reorganization, references to Fund IV-A Cayman and Fund IV-B Lux in the definition of "Parallel Funds" (or equivalent term) shall be deemed deleted and of no further force or effect.

(c) All provisions of the Credit Agreement that reference, rely upon, or are conditioned upon the existence or status of the Parallel Funds shall be construed to include the Master Fund, the International Feeder, and the Tax-Exempt Feeder as successor vehicles, as the context requires.

Section 3.07 — Amendment to Negative Covenants. Any negative covenant in the Credit Agreement that would be breached by: (a) the incurrence, assumption, or existence of liabilities at the Master Fund level in connection with the Reorganization; (b) the assumption by the Master Fund of liabilities from Fund IV-A Cayman or Fund IV-B Lux in connection with the asset contributions described in Steps 2 and 3 of the Reorganization; or (c) any other action taken in connection with the Reorganization as described in this Agreement, is hereby amended to expressly permit such action, subject to the following:

(a) The aggregate liabilities to be assumed by the Master Fund across all four Legacy Offshore Vehicles (including both Fund IV and Fund V parallel vehicles) total approximately One Billion Three Hundred Forty Million Dollars ($1,340,000,000). The General Partner shall provide to the Lender, prior to the consummation of Step 2 of the Reorganization, a detailed breakdown of the liabilities to be assumed from Fund IV-A Cayman and Fund IV-B Lux, respectively, and the nature and terms of such liabilities.

(b) The Borrower's own liabilities under the Credit Agreement, including its obligations to repay principal, interest, fees, and other amounts under the Facility, are wholly unaffected by the Reorganization and shall continue in full force and effect.

(c) Nothing in this Section 3.07 shall be construed to permit the incurrence by the Borrower or the General Partner of any indebtedness or other liabilities beyond those expressly contemplated by the Reorganization without the prior written consent of the Lender.

Section 3.08 — Amendment to Events of Default. The Events of Default provisions set forth in the Credit Agreement are hereby amended to include the following clarifications:

(a) The dissolution of Fund IV-A Cayman and Fund IV-B Lux in connection with Step 5 of the Reorganization shall not constitute an Event of Default under any provision of the Credit Agreement, including, without limitation, any provision relating to the dissolution, winding up, or termination of a Parallel Fund or Related Vehicle.

(b) The contribution by Fund IV-A Cayman and Fund IV-B Lux of their respective portfolio assets to the Master Fund in connection with Steps 2 and 3 of the Reorganization shall not constitute an Event of Default under any provision of the Credit Agreement, including, without limitation, any provision relating to the transfer, assignment, or disposition of assets by a Parallel Fund or Related Vehicle.

(c) To the extent the Credit Agreement contains a cross-default provision referencing the Fund V Subscription Credit Facility (the One Billion Five Hundred Million Dollar ($1,500,000,000) revolving credit facility among Solara Digital Partners Fund V LP, Ashford National Bank, N.A., and Sentinel Capital Markets LLC, as co-lender and administrative agent), such cross-default provision shall not be triggered by any event arising solely from or in connection with the Reorganization, provided that the separate consent and amendment agreement relating to the Fund V Subscription Credit Facility is in full force and effect at such time.

(d) None of the foregoing shall affect, impair, or otherwise modify the Lender's rights under the Events of Default provisions of the Credit Agreement with respect to any event, act, or omission that does not arise from or in connection with the Reorganization.

ARTICLE IV — CONDITIONS PRECEDENT

Section 4.01 — Conditions to Effectiveness. This Agreement shall become effective on the date (the "Effective Date") on which each of the following conditions precedent shall have been satisfied or waived in writing by the Lender:

(a) Execution and Delivery. This Agreement shall have been duly executed and delivered by each of the Borrower, the General Partner, and the Lender, and the Lender shall have received counterparts hereof bearing the signatures of the Borrower and the General Partner (or facsimile or electronic copies thereof).

(b) LP Consent. The General Partner shall have obtained all required limited partner consents for the Reorganization under the Borrower's limited partnership agreement and the limited partnership agreements of Fund IV-A Cayman and Fund IV-B Lux, including the LPAC approval referenced in Recital E (preliminary consent of seventy-eight percent (78%) in interest obtained on April 22, 2025) and any additional formal consent of limited partners required by such agreements. The General Partner shall have delivered to the Lender a certificate signed by Viktor Raines or Priya Narasimhan confirming that all required limited partner consents have been obtained.

(c) Formation of New Entities. The Master Fund, the Master Fund GP, the International Feeder, and the Tax-Exempt Feeder shall have been duly formed and validly existing under their respective jurisdictions (Delaware for the Master Fund and the Master Fund GP; Cayman Islands for the International Feeder and the Tax-Exempt Feeder), and the Lender shall have received evidence of such formation, including certified copies of certificates of formation or certificates of limited partnership, as applicable. For purposes of this condition:

(i) The registered agent for the Delaware entities (the Master Fund and the Master Fund GP) shall be Capitol Registered Agents Inc., 850 New Burton Road, Suite 201, Dover, DE 19904, or such other registered agent as may be approved by the Lender (such approval not to be unreasonably withheld, conditioned, or delayed).

(ii) The formation of the Cayman Islands entities (the International Feeder and the Tax-Exempt Feeder) shall be handled by Meridian Offshore Legal (attention: Fiona McAllister), with Harborstone Corporate Services Ltd. serving as registered office provider for such entities. The Lender shall have received certificates of registration or equivalent documentation from the Cayman Islands Registrar of Exempted Limited Partnerships for each such entity.

(d) Entity Classification Elections. IRS Form 8832 elections for partnership classification shall have been duly filed with the Internal Revenue Service for the Master Fund, the International Feeder, and the Tax-Exempt Feeder, and the General Partner shall have delivered to the Lender copies of such filed elections.

(e) Organizational Documents. The Lender shall have received copies of the following organizational documents, each in form and substance reasonably satisfactory to the Lender:

(i) the limited partnership agreement of the Master Fund;

(ii) the operating agreement of the Master Fund GP;

(iii) the exempted limited partnership agreement of the International Feeder;

(iv) the exempted limited partnership agreement of the Tax-Exempt Feeder; and

(v) any side letters, co-investment agreements, or other constitutive or ancillary documents relating to the foregoing entities that are material to the Lender's rights or interests under the Credit Agreement.

(f) Legal Opinions. The Lender shall have received legal opinions addressed to the Lender, in form and substance reasonably satisfactory to the Lender, as follows:

(i) an opinion from Calderwood & Harkness LLP (or such other counsel as may be satisfactory to the Lender) as to the due authorization, execution, and enforceability of this Agreement by the Borrower and the General Partner, and the continuing validity and enforceability of the Credit Agreement as amended by this Agreement;

(ii) if requested by the Lender, an opinion from Meridian Offshore Legal as to Cayman Islands law matters relating to the formation of the International Feeder and the Tax-Exempt Feeder and the dissolution of Fund IV-A Cayman; and

(iii) if requested by the Lender, an opinion from Veldhuis & Gérard S.à r.l. as to Luxembourg law matters relating to the dissolution of Fund IV-B Lux and the contribution of its assets to the Master Fund.

(g) Updated Organizational Charts. The Lender shall have received pre-Reorganization and post-Reorganization organizational charts, substantially in the form of Exhibits B and C hereto (cross-referencing Exhibits A and B to the PLR Request, as applicable), showing all relevant entities, their jurisdictions of organization, their ownership and management structures, and the flow of capital commitments and portfolio investments.

(h) Officers' Certificate. The Lender shall have received an officers' certificate, substantially in the form of Exhibit D hereto, duly executed by Viktor Raines, in his capacity as Manager of the General Partner, or by Priya Narasimhan, in her capacity as General Counsel of the General Partner, certifying that:

(i) the representations and warranties set forth in Article V of this Agreement are true and correct in all material respects as of the Effective Date (or, if any such representation or warranty is already qualified by materiality or Material Adverse Effect, true and correct in all respects);

(ii) no Default or Event of Default under the Credit Agreement exists as of the Effective Date or would result from the consummation of the Reorganization; and

(iii) all necessary internal authorizations of the Borrower and the General Partner with respect to the execution, delivery, and performance of this Agreement and the consummation of the Reorganization have been obtained, including GP board approval granted on March 14, 2025, LPAC preliminary consent granted on April 22, 2025, and all required formal limited partner consents.

(i) Insurance Confirmation. The Lender shall have received evidence, in form and substance reasonably satisfactory to the Lender, that the directors' and officers' liability and errors and omissions insurance coverage maintained by the General Partner (currently provided by Hawkstone Specialty Insurance Co. under policy number HSI-2024-GP-7091, with an aggregate coverage limit of Fifty Million Dollars ($50,000,000)) has been endorsed, or a separate policy or rider has been obtained, to cover the new post-Reorganization entities (including the Master Fund, the Master Fund GP, the International Feeder, and the Tax-Exempt Feeder) and the officers and managers thereof.

(j) No Material Adverse Effect. No event, development, or circumstance constituting a Material Adverse Effect (as defined in the Credit Agreement) shall have occurred since the date of this Agreement and be continuing as of the Effective Date.

(k) Fees and Expenses. The Borrower shall have paid, or made arrangements satisfactory to the Lender for the payment of, all fees and expenses of the Lender incurred in connection with the negotiation, preparation, execution, and delivery of this Agreement, including the reasonable and documented legal fees and disbursements of the Lender's outside counsel.

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.01 — Representations of the Borrower and the General Partner. The Borrower and the General Partner, jointly and severally, represent and warrant to the Lender as of the date hereof and as of the Effective Date as follows:

(a) Organization and Good Standing. The Borrower is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The General Partner is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Each of the Borrower and the General Partner has full power and authority under its respective organizational documents and applicable law to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, including the Reorganization. Each of the Borrower and the General Partner is duly qualified to do business in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

(b) Authorization. The execution, delivery, and performance by each of the Borrower and the General Partner of this Agreement, and the consummation of the Reorganization, have been duly authorized by all necessary partnership action (in the case of the Borrower) and limited liability company action (in the case of the General Partner). No further consent, approval, or authorization of any person, entity, or governmental authority is required in connection with the execution, delivery, or performance of this Agreement by the Borrower or the General Partner, other than the limited partner consents referenced in Section 4.01(b) and such filings and registrations as may be required in connection with the formation of the new entities and the dissolution of the Legacy Offshore Vehicles. The board of managers of the General Partner approved the exploration and consummation of the Reorganization at a duly convened meeting held on March 14, 2025.

(c) No Conflict. The execution, delivery, and performance by the Borrower and the General Partner of this Agreement, and the consummation of the Reorganization, do not and will not: (i) conflict with, result in a breach of, or constitute a default under the certificate of limited partnership, limited partnership agreement, certificate of formation, operating agreement, or other organizational documents of the Borrower or the General Partner; (ii) violate any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any court or governmental authority applicable to the Borrower, the General Partner, or their respective properties or assets; or (iii) conflict with, result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, acceleration, or imposition of any lien under any material agreement, contract, indenture, mortgage, or instrument to which the Borrower or the General Partner is a party or by which the Borrower or the General Partner or their respective properties or assets are bound.

(d) No Default. No Default or Event of Default under the Credit Agreement has occurred and is continuing as of the date hereof, and no Default or Event of Default would result from the execution and delivery of this Agreement or the consummation of the Reorganization. All conditions to borrowing under the Credit Agreement that are required to be satisfied as of the date hereof have been satisfied.

(e) Accuracy of Information. All information, documents, financial data, organizational charts, and other materials provided by the Borrower or the General Partner to the Lender in connection with the Reorganization and the negotiation and preparation of this Agreement are true, correct, and complete in all material respects as of the date of delivery thereof and do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements contained therein not misleading. Without limiting the generality of the foregoing, the following financial information relating to the Borrower and the parallel fund vehicles is true and correct in all material respects:

(i) Fund IV LP (the Borrower) has an aggregate fund size of approximately Four Billion Two Hundred Million Dollars ($4,200,000,000), with a vintage year of 2021 and approximately seventy-two percent (72%) of committed capital deployed as of the most recent reporting date;

(ii) Fund IV-A Cayman has an aggregate fund size of approximately One Billion Eight Hundred Fifty Million Dollars ($1,850,000,000); and

(iii) Fund IV-B Lux has an aggregate fund size of approximately One Billion One Hundred Fifty Million Euros (€1,150,000,000), or approximately One Billion Two Hundred Forty Million Dollars ($1,240,000,000) at a USD/EUR exchange rate of 1.08.

(f) Tax Treatment. The Reorganization is intended to qualify as a series of tax-free transactions under Sections 721(a) and 731(a) of the Code and related provisions of the Code and the Treasury Regulations promulgated thereunder. Calderwood & Harkness LLP, as U.S. tax counsel to Solara and its affiliated entities, has prepared and submitted (or will submit on August 15, 2025) a private letter ruling request to the Internal Revenue Service seeking confirmation of the intended tax-free treatment of the Reorganization. The Borrower and the General Partner are not aware of any facts or circumstances that would cause the Reorganization to fail to qualify for such tax-free treatment. Notwithstanding the foregoing, neither the Borrower nor the General Partner makes any guarantee or assurance that a favorable private letter ruling will be obtained from the Internal Revenue Service.

(g) No Material Adverse Effect. The Reorganization will not result in a Material Adverse Effect on: (i) the business, operations, financial condition, or properties of the Borrower or the General Partner; (ii) the ability of the Borrower to perform its obligations under the Credit Agreement, including its obligations to repay amounts outstanding under the Facility; (iii) the validity or enforceability of the Credit Agreement or any related loan document; or (iv) the rights and remedies of the Lender under the Credit Agreement or any related loan document.

(h) Investor Base. The limited partner investor base of Fund IV LP (the Borrower) is not materially altered by the Reorganization. U.S. taxable investors that are limited partners of the Borrower, including, without limitation, Argyle Family Office Holdings LLC (with a capital commitment of Ninety-Five Million Dollars ($95,000,000)), continue to hold their limited partnership interests in the Borrower directly. The Reorganization affects only the parallel offshore vehicles (Fund IV-A Cayman and Fund IV-B Lux) and the limited partners that invest through such vehicles. Following the Reorganization, such limited partners will hold their interests through the Master Fund (via the International Feeder or the Tax-Exempt Feeder, as applicable), and their unfunded capital commitments will remain enforceable and collectible.

(i) Compliance with Laws. Each of the Borrower and the General Partner is in compliance in all material respects with all applicable laws, statutes, rules, regulations, and orders, including, without limitation, the requirements of FATCA (as defined in the Credit Agreement), the Common Reporting Standard (CRS), the Investment Advisers Act of 1940, and applicable anti-money laundering statutes. The Reorganization has been structured to comply with all applicable legal and regulatory requirements, including the requirements of the Cayman Islands Monetary Authority and the Luxembourg Commission de Surveillance du Secteur Financier.

ARTICLE VI — COVENANTS

Section 6.01 — Affirmative Covenants. In addition to, and without limiting, the affirmative covenants set forth in the Credit Agreement (as amended by this Agreement), the Borrower and the General Partner covenant and agree with the Lender as follows:

(a) Notification of Steps. The Borrower and the General Partner shall provide the Lender with written notice not less than ten (10) business days prior to the consummation of each step of the Reorganization (Steps 1 through 5), specifying the anticipated date of consummation, the specific transactions to be completed in connection therewith, and any material deviations from the target dates or transaction descriptions set forth in this Agreement. For reference, the current target dates for each step are as follows:

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

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

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

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

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

Promptly following the consummation of each step (and in any event within five (5) business days thereafter), the Borrower shall deliver to the Lender written confirmation that such step has been completed, together with copies of any material documents executed in connection therewith.

(b) Updated Investor Schedules. The Borrower and the General Partner shall deliver to the Lender updated schedules of investors and unfunded capital commitments, substantially in the form of Exhibit E hereto, within sixty (60) days following the effective date of Step 5 of the Reorganization (December 1, 2025). Such updated schedules shall reflect the post-Reorganization limited partner structure and shall identify each limited partner, such limited partner's post-Reorganization vehicle, and the applicable capital commitment and unfunded commitment amounts.

(c) Post-Reorganization Reporting. The Borrower and the General Partner shall deliver to the Lender quarterly NAV reports and financial statements of the Master Fund, in a format and with a level of detail consistent with the reporting requirements set forth in the Credit Agreement, within forty-five (45) days following the end of each fiscal quarter. The Borrower shall cooperate with the Lender to facilitate a smooth transition in fund administration reporting from Clarendon Fund Services Ltd. (the current administrator of the Legacy Offshore Vehicles) to the Master Fund's designated administrator, and shall provide the Lender with reasonable advance notice of any change in fund administrator.

(d) Copies of IRS Correspondence. The Borrower and the General Partner shall deliver to the Lender copies of any private letter ruling, determination letter, closing agreement, or other formal correspondence issued by the Internal Revenue Service in connection with the Reorganization, promptly upon receipt thereof (and in any event within five (5) business days following receipt). To the extent permitted by applicable law and the terms of the PLR Request, the Borrower shall also provide the Lender with copies of any supplemental submissions or responses filed with the Internal Revenue Service in connection with the PLR Request.

(e) Maintenance of General Partner. The Borrower shall at all times maintain Solara Digital Infrastructure GP LLC as its sole general partner, with Viktor Raines continuing to serve as the manager thereof and retaining day-to-day management authority over the investment and operational activities of the Borrower. The Borrower shall promptly notify the Lender of any proposed change in the identity of the general partner or the manager of the General Partner.

Section 6.02 — Negative Covenants. In addition to, and without limiting, the negative covenants set forth in the Credit Agreement (as amended by this Agreement), the Borrower and the General Partner shall not, without the prior written consent of the Lender:

(a) Deviate from the Reorganization. Materially deviate from the Reorganization as described in this Agreement and in the Recitals hereto, including, without limitation, any material change to the sequence of steps, the identity of the entities involved, the terms of the asset contributions, or the terms of the dissolution and LP migration, in each case without the prior written consent of the Lender. For purposes of this Section 6.02(a), a delay in any step of up to thirty (30) calendar days from the applicable target date shall not constitute a material deviation, provided that the Borrower has delivered written notice of such delay to the Lender not less than five (5) business days prior to the applicable target date.

(b) Further Restructurings. Undertake, or permit any of its subsidiaries or affiliates to undertake, any further restructuring, merger, consolidation, conversion, domestication, or dissolution of the Borrower, the General Partner, the Master Fund, the International Feeder, or the Tax-Exempt Feeder, in each case beyond the scope of the Reorganization as described in this Agreement.

(c) Change of General Partner. Permit any change in the identity of the sole general partner of the Borrower or the sole general partner of the Master Fund, or any change in the manager of the General Partner or the Master Fund GP, without the prior written consent of the Lender.

ARTICLE VII — CONTINUING EFFECT; REAFFIRMATION

Section 7.01 — Credit Agreement Remains in Full Force and Effect. Except as expressly modified, amended, or supplemented by this Agreement, the Credit Agreement and all related loan documents, instruments, and agreements (including, without limitation, any security agreements, pledge agreements, guaranties, side letters, and fee letters executed in connection with the Credit Agreement) remain in full force and effect and are hereby ratified and confirmed in all respects. Without limiting the generality of the foregoing, the Lender's commitment under the Facility in the aggregate principal amount of One Billion One Hundred Million Dollars ($1,100,000,000) remains unchanged and unmodified by this Agreement, and the Borrower's obligations to repay all amounts outstanding under the Facility in accordance with the terms of the Credit Agreement continue without modification.

Section 7.02 — Reaffirmation of Obligations. The Borrower and the General Partner hereby reaffirm, ratify, and confirm all of their respective obligations, liabilities, and indebtedness under the Credit Agreement (as amended by this Agreement) and under all related loan documents, and agree that such obligations, liabilities, and indebtedness remain in full force and effect and are enforceable in accordance with their terms. The Borrower acknowledges that the Lender is entering into this Agreement in reliance on the representations, warranties, and covenants of the Borrower and the General Partner set forth herein and in the Credit Agreement.

Section 7.03 — Reaffirmation of Security / Collateral. To the extent the Credit Agreement is secured by unfunded capital commitments, investor capital call rights, or other collateral pledged by the Borrower or the General Partner to the Lender, the Borrower and the General Partner hereby confirm and reaffirm that all such security interests and pledges remain in full force and effect, have not been released, terminated, or impaired, and extend to the post-Reorganization structure, including unfunded capital commitments of limited partners investing through the Master Fund, the International Feeder, and the Tax-Exempt Feeder, to the extent applicable. The Borrower's own unfunded capital commitments from its direct limited partners (principally U.S. taxable investors) are unaffected by the Reorganization and continue to serve as collateral for the Facility in accordance with the terms of the Credit Agreement. The Borrower and the General Partner agree to execute and deliver such additional documents, instruments, and agreements as the Lender may reasonably request to evidence, perfect, or protect the Lender's security interests in the post-Reorganization structure.

ARTICLE VIII — MISCELLANEOUS

Section 8.01 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, when sent by overnight courier service (with confirmation of delivery), when sent by certified or registered mail (return receipt requested, postage prepaid), or when sent by electronic mail (with confirmation of receipt), addressed as follows:

If to the Borrower or the General Partner:

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

Attention: Priya Narasimhan, General Counsel

Email: p.narasimhan@solaradigital.com

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

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

Email: s.lindqvist@solaradigital.com

If to the Lender:

Ashford National Bank, N.A. 225 West Wacker Drive, Suite 5000 Chicago, IL 60606

Attention: Thomas Greenleaf, Managing Director (Fund Finance)

Email: t.greenleaf@ashfordnational.com

With a copy to counsel for the Borrower:

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

Attention: Leonard Cross

Email: l.cross@calderwoodharkness.com

Any Party may change its address for purposes of this Section 8.01 by giving written notice of such change to the other Parties in accordance with this Section.

Section 8.02 — Governing Law. This Agreement and the rights and obligations of the Parties hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (or such other state as may be specified in the Credit Agreement as the governing law thereof), without regard to the conflicts of law principles thereof that would require or permit the application of the law of any other jurisdiction.

Section 8.03 — Counterparts. This Agreement may be executed in any number of counterparts, each of whic

CONSENT AND AMENDMENT AGREEMENT
relating to the
Subscription Credit Facility Agreement dated as of June 15, 2021, as amended
$1,100,000,000 Revolving Credit Facility
among
SOLARA DIGITAL PARTNERS FUND IV LP, a Delaware limited partnership, as Borrower,
SOLARA DIGITAL INFRASTRUCTURE GP LLC, a Delaware limited liability company, as General Partner,
and
ASHFORD NATIONAL BANK, N.A., a national banking association, as Lender
Dated as of [●], 2025
Right-click to update Table of Contents
CONSENT AND AMENDMENT AGREEMENT
This CONSENT AND AMENDMENT AGREEMENT (this "Agreement") is entered into as of [●], 2025, by and among:
(1) SOLARA DIGITAL PARTNERS FUND IV LP, a Delaware limited partnership (the "Borrower");
(2) SOLARA DIGITAL INFRASTRUCTURE GP LLC, a Delaware limited liability company (the "General Partner"); and
(3) ASHFORD NATIONAL BANK, N.A., a national banking association (the "Lender").
Each of the foregoing is sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
A. Existing Credit Agreement. The Borrower, the General Partner, and the Lender are parties to that certain Subscription Credit Facility Agreement, dated as of June 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Credit Agreement"), by and among Solara Digital Partners Fund IV LP (EIN 85-2103748), as Borrower, Solara Digital Infrastructure GP LLC (EIN 82-4917365), as General Partner, and Ashford National Bank, N.A., as Lender, pursuant to which the Lender has made available to the Borrower a revolving credit facility in an aggregate principal amount of One Billion One Hundred Million Dollars ($1,100,000,000) (the "Facility"). The Credit Agreement has been previously amended from time to time, and all references herein to the "Credit Agreement" shall mean the Credit Agreement as so amended prior to the date hereof and as further amended by this Agreement.
B. The Fund Structure. Solara Digital Partners Fund IV LP is a Delaware limited partnership formed for the purpose of making and holding investments in digital infrastructure and enterprise SaaS companies. Solara Digital Infrastructure GP LLC serves as the sole general partner of the Borrower and is responsible for the management and investment activities of the Borrower and its affiliated fund vehicles. The Borrower operates alongside parallel fund vehicles established to accommodate the tax, regulatory, and structural requirements of its diverse limited partner investor base, including: (i) Solara Digital Partners Fund IV-A (Cayman) LP, a Cayman Islands exempted limited partnership ("Fund IV-A Cayman"), whose registered office is located at Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111, and whose general partner is Solara Offshore GP Ltd.; and (ii) Solara Digital Partners Fund IV-B (Luxembourg) SCSp, a Luxembourg special limited partnership ("Fund IV-B Lux"), whose registered office is located at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, and whose general partner is Solara Luxembourg Management S.à r.l. (RCS B 248194). Fund IV-A Cayman and Fund IV-B Lux invest in parallel alongside the Borrower and collectively constitute the parallel fund platform for Fund IV.
C. The Reorganization. The General Partner, on behalf of itself and its affiliated fund vehicles, proposes to undertake a cross-border reorganization of its fund platform (the "Reorganization"), consisting of the following integrated steps:
Step 1 — Formation of New Entities (Target: September 15, 2025). Formation of the following new entities: (i) Solara Consolidated Master Fund GP LLC, a Delaware limited liability company (the "Master Fund GP"); (ii) Solara Consolidated Master Fund LP, a Delaware limited partnership (the "Master Fund"); (iii) Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership (the "International Feeder"); and (iv) Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership (the "Tax-Exempt Feeder"). Each new entity shall elect partnership classification for U.S. federal income tax purposes by filing IRS Form 8832 (Entity Classification Election) with the Internal Revenue Service in a timely manner following formation.
Step 2 — Contribution of Fund IV-A Cayman Assets (Target: October 1, 2025). Fund IV-A Cayman shall contribute all of its portfolio assets to the Master Fund in exchange for a limited partnership interest in the Master Fund. As of the most recent valuation date, the aggregate fair market value of such portfolio assets is approximately Two Billion Three Hundred Ten Million Dollars ($2,310,000,000), and the aggregate adjusted tax basis of such portfolio assets is approximately One Billion Six Hundred Twenty Million Dollars ($1,620,000,000). This contribution is intended to qualify as a tax-free contribution under Section 721(a) of the Internal Revenue Code of 1986, as amended (the "Code").
Step 3 — Contribution of Fund IV-B Lux Assets (Target: October 15, 2025). Fund IV-B Lux shall contribute all of its portfolio assets to the Master Fund in exchange for a limited partnership interest in the Master Fund. As of the most recent valuation date, the aggregate fair market value of such portfolio assets is approximately One Billion One Hundred Sixty Million Dollars ($1,160,000,000) (approximately €1.07 billion at a USD/EUR exchange rate of 1.08), and the aggregate adjusted tax basis of such portfolio assets is approximately Eight Hundred Forty-Four Million Six Hundred Thousand Dollars ($844,600,000). This contribution is intended to qualify as a tax-free contribution under Section 721(a) of the Code.
Step 4 — Contribution of Fund V Offshore Assets (Target: November 1, 2025). Solara Digital Partners Fund V-A (Cayman) LP and Solara Digital Partners Fund V-B (Luxembourg) SCSp shall contribute their respective portfolio assets to the Master Fund in exchange for limited partnership interests in the Master Fund. The Fund V contributions are being consented to under a separate agreement and are referenced herein solely for the purpose of providing a complete description of the Reorganization.
Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target Effective Date: December 1, 2025). Fund IV-A Cayman, Fund IV-B Lux, and the corresponding Fund V offshore vehicles shall be dissolved and shall distribute their Master Fund partnership interests to their respective existing limited partners. Following such dissolution and distribution: (x) non-U.S. limited partners shall migrate to the International Feeder, which shall hold its interest in the Master Fund on behalf of such non-U.S. limited partners; and (y) U.S. tax-exempt limited partners shall migrate to the Tax-Exempt Feeder, which shall hold its interest in the Master Fund on behalf of such U.S. tax-exempt limited partners.
Following the completion of the Reorganization, the Borrower (Solara Digital Partners Fund IV LP) will continue to exist as a Delaware limited partnership and will continue to co-invest directly alongside the Master Fund. The Borrower itself is not being merged, dissolved, or otherwise terminated in connection with the Reorganization. The Borrower's direct limited partners — principally U.S. taxable investors — will continue to hold their limited partnership interests in the Borrower without change.
The Reorganization is motivated by the following principal considerations: (i) operational cost reduction, including the elimination of approximately Three Million Eight Hundred Thousand Dollars ($3,800,000) in annual duplicative offshore administration, audit, and regulatory filing fees across the platform; (ii) compliance with, and mitigation of adverse effects from, the forthcoming OECD Pillar Two Global Anti-Base Erosion ("GloBE") rules, which are expected to impact the Luxembourg SCSp structures currently used by the platform; (iii) simplification of compliance obligations under the Foreign Account Tax Compliance Act ("FATCA") and the Common Reporting Standard ("CRS"); and (iv) governance simplification requested by the limited partner advisory committee and a substantial number of limited partners.
D. Need for Consent. Certain provisions of the Credit Agreement, including, without limitation, provisions relating to change-of-control events, borrowing base and unfunded capital commitment calculations, restrictions on assignment and transfer of portfolio assets, and covenants regarding the organizational structure of the Borrower and the General Partner, require the prior written consent of the Lender before the Borrower or the General Partner may consummate the Reorganization or certain steps thereof. The Borrower and the General Partner hereby request the Lender's consent to the Reorganization and certain corresponding amendments to the Credit Agreement to reflect the post-Reorganization organizational and investment structure, all on the terms and subject to the conditions set forth herein.
E. LP Advisory Committee Approval. The LP Advisory Committee (the "LPAC") of Fund IV has been consulted with respect to, and has granted its preliminary consent to, the Reorganization, with seventy-eight percent (78%) in interest of the members of the LPAC voting in favor of the Reorganization at the LPAC meeting held on April 22, 2025. The General Partner is in the process of soliciting formal consent from all limited partners of the Borrower and the parallel fund vehicles, as required under their respective limited partnership agreements, and anticipates completion of such solicitation process prior to the Step 1 target date.
F. PLR Request. Calderwood & Harkness LLP, as U.S. tax counsel to Solara Digital Infrastructure LP and its affiliated entities, including the Borrower and the General Partner, has prepared and is submitting a private letter ruling request (the "PLR Request") to the Internal Revenue Service seeking confirmation of the intended tax-free treatment of the asset contributions and partnership interest distributions contemplated by the Reorganization under Sections 721(a), 731(a), and related provisions of the Code. The PLR Request was submitted (or is to be submitted) to the IRS on August 15, 2025. The authorized representatives of the General Partner designated in the PLR Request are Leonard Cross (Responsible Partner) and Sylvia Hartwell (Billing Partner), each of Calderwood & Harkness LLP.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I — DEFINITIONS
Section 1.01 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below:
"Borrower" means Solara Digital Partners Fund IV LP, a Delaware limited partnership (EIN 85-2103748), with its principal place of business at 1200 Market Street, Suite 3400, Wilmington, DE 19801.
"Credit Agreement" means the Subscription Credit Facility Agreement, dated as of June 15, 2021, by and among the Borrower, the General Partner, and the Lender, as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, and as further amended by this Agreement.
"Effective Date" means the date on which each of the conditions precedent set forth in Section 4.01 of this Agreement shall have been satisfied or waived by the Lender in writing, in accordance with the terms and conditions of Article IV.
"Fund IV-A Cayman" means Solara Digital Partners Fund IV-A (Cayman) LP, a Cayman Islands exempted limited partnership (U.S. EIN 98-6241503; CIMA registration number MF-72491), with its registered office at Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111.
"Fund IV-B Lux" means Solara Digital Partners Fund IV-B (Luxembourg) SCSp, a Luxembourg special limited partnership (U.S. EIN 98-6241571; RCS B 248193), with its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg.
"General Partner" means Solara Digital Infrastructure GP LLC, a Delaware limited liability company (EIN 82-4917365), with its principal place of business at 1200 Market Street, Suite 3400, Wilmington, DE 19801, in its capacity as the sole general partner of the Borrower.
"International Feeder" means Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed in connection with Step 1 of the Reorganization.
"Legacy Offshore Vehicles" means, collectively, Fund IV-A Cayman and Fund IV-B Lux and, for purposes of context and completeness in describing the Reorganization, the corresponding Fund V offshore vehicles (Solara Digital Partners Fund V-A (Cayman) LP and Solara Digital Partners Fund V-B (Luxembourg) SCSp).
"Lender" means Ashford National Bank, N.A., a national banking association organized under the laws of the United States, with its principal office at 225 West Wacker Drive, Suite 5000, Chicago, IL 60606.
"Master Fund" means Solara Consolidated Master Fund LP, a Delaware limited partnership to be formed in connection with Step 1 of the Reorganization, which shall serve as the consolidated holding vehicle for the portfolio assets of the Legacy Offshore Vehicles following the completion of Steps 2 through 4 of the Reorganization.
"Master Fund GP" means Solara Consolidated Master Fund GP LLC, a Delaware limited liability company to be formed in connection with Step 1 of the Reorganization, which shall serve as the sole general partner of the Master Fund.
"Reorganization" means the multi-step cross-border fund platform reorganization described in Recital C of this Agreement and in Exhibit A hereto, consisting of the formation of the Master Fund, the Master Fund GP, the International Feeder, and the Tax-Exempt Feeder, the contribution of portfolio assets from the Legacy Offshore Vehicles to the Master Fund, the dissolution of the Legacy Offshore Vehicles, and the migration of limited partners to the appropriate post-Reorganization vehicles.
"SDILP" or "Solara" means Solara Digital Infrastructure LP, a Delaware limited partnership (EIN 82-4917366), headquartered at 1200 Market Street, Suite 3400, Wilmington, DE 19801, which serves as the management company for the Solara fund platform.
"Solara GP" has the same meaning as General Partner.
"Tax-Exempt Feeder" means Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership to be formed in connection with Step 1 of the Reorganization.
Section 1.02 — Terms Incorporated by Reference. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the respective meanings assigned to such terms in the Credit Agreement. All rules of construction and interpretation set forth in the Credit Agreement, including provisions relating to the computation of time periods, the use of the words "include," "including," and "or," and the treatment of references to Sections, Articles, Exhibits, and Schedules, shall apply to this Agreement as if set forth herein in their entirety.
ARTICLE II — CONSENT
Section 2.01 — Consent to the Reorganization. Subject to the terms and conditions of this Agreement, including the satisfaction or waiver of each of the conditions precedent set forth in Article IV hereof, the Lender hereby consents to the consummation of the Reorganization as described in the Recitals and in Exhibit A hereto, including, without limitation:
(a) the formation of the Master Fund, the Master Fund GP, the International Feeder, and the Tax-Exempt Feeder as new entities within the Solara fund platform;
(b) the contribution by Fund IV-A Cayman of all of its portfolio assets (having an aggregate fair market value of approximately Two Billion Three Hundred Ten Million Dollars ($2,310,000,000)) to the Master Fund in exchange for a limited partnership interest in the Master Fund, as contemplated by Step 2 of the Reorganization;
(c) the contribution by Fund IV-B Lux of all of its portfolio assets (having an aggregate fair market value of approximately One Billion One Hundred Sixty Million Dollars ($1,160,000,000)) to the Master Fund in exchange for a limited partnership interest in the Master Fund, as contemplated by Step 3 of the Reorganization;
(d) the dissolution of Fund IV-A Cayman and Fund IV-B Lux and the distribution by each of its Master Fund partnership interests to its respective limited partners, as contemplated by Step 5 of the Reorganization;
(e) the migration of non-U.S. limited partners (including, without limitation, Nordhaven Sovereign Wealth Fund and Kestrel Pacific Insurance Group) into the International Feeder and U.S. tax-exempt limited partners (including, without limitation, Pinnacle State Employees' Retirement System and Grandview University Endowment) into the Tax-Exempt Feeder; and
(f) the continued co-investment by the Borrower alongside the Master Fund in the post-Reorganization structure, in a manner consistent with the Borrower's existing co-investment arrangements with Fund IV-A Cayman and Fund IV-B Lux.
The foregoing consent is granted in reliance upon the representations and warranties set forth in Article V hereof and the covenants set forth in Article VI hereof, and is subject in all respects to the conditions precedent set forth in Article IV hereof.
Section 2.02 — Scope of Consent. The consent granted under Section 2.01 is limited solely to the Reorganization as specifically described in this Agreement, in the Recitals hereto, and in Exhibit A hereto. Such consent does not constitute a waiver of any other provision of the Credit Agreement, whether or not related to the subject matter hereof, and shall not be construed as establishing a course of dealing or as creating any obligation on the part of the Lender to grant any future consent, waiver, or amendment. Without limiting the generality of the foregoing, the consent granted hereunder does not extend to, and shall not be deemed to authorize, any subsequent restructuring, merger, consolidation, dissolution, or material change in the organizational structure of the Borrower, the General Partner, the Master Fund, or any other entity within the Solara fund platform that is not specifically described herein. The Lender expressly reserves all of its rights, remedies, and powers under the Credit Agreement and applicable law, except to the extent expressly modified by the terms of this Agreement.
Section 2.03 — No Consent to Fund V Facility. For the avoidance of doubt, this Agreement relates solely to the Fund IV Subscription Credit Facility — that is, the One Billion One Hundred Million Dollar ($1,100,000,000) revolving credit facility established under the Credit Agreement. The consent and amendment relating to the separate Fund V Subscription Credit Facility — the One Billion Five Hundred Million Dollar ($1,500,000,000) revolving credit facility entered into by Solara Digital Partners Fund V LP, as borrower, with Ashford National Bank, N.A. and Sentinel Capital Markets LLC, as co-lender and administrative agent — is governed by a separate consent and amendment agreement and is not addressed by or affected by this Agreement. Nothing in this Agreement shall be construed as a consent, waiver, or amendment with respect to the Fund V Subscription Credit Facility or any related loan documents.
ARTICLE III — AMENDMENTS TO THE CREDIT AGREEMENT
Effective as of the Effective Date, the Credit Agreement is hereby amended as follows:
Section 3.01 — Amendment to Change-of-Control Provisions. The definition of "Change of Control" (or any equivalent defined term used in the Credit Agreement to describe events relating to a change in the ownership, control, or management of the Borrower or the General Partner) is hereby amended by adding the following proviso at the end thereof:
"; provided, however, that the consummation of the Reorganization (as defined in, and as described in the recitals and Exhibit A to, that certain Consent and Amendment Agreement dated as of [●], 2025 (the "Consent Agreement"), among the Borrower, the General Partner, and the Lender) shall not constitute a Change of Control for purposes of this Agreement, so long as the following conditions are satisfied at all relevant times: (a) the General Partner of the Borrower remains Solara Digital Infrastructure GP LLC; (b) Viktor Raines continues to serve as the manager of the General Partner and retains day-to-day management authority over the investment and operational activities of the Borrower; (c) the consummation of the Reorganization does not result in any change in the ultimate control of the Borrower by the General Partner or any change in the economic rights or obligations of the Borrower under this Agreement; and (d) the indirect investor base of the Borrower is not materially altered as a result of the Reorganization, it being understood that the migration of limited partners from the Legacy Offshore Vehicles into the International Feeder, the Tax-Exempt Feeder, or the Master Fund shall not constitute a material alteration of the indirect investor base for purposes of this clause (d)."
Section 3.02 — Amendment to Borrowing Base Provisions. To the extent that the Borrowing Base (or the calculation of "Unfunded Capital Commitments," "Eligible Capital Commitments," or any equivalent concept) under the Credit Agreement includes, references, or takes into account the capital commitments of limited partners investing through Fund IV-A Cayman or Fund IV-B Lux, such provisions are hereby amended as follows:
(a) Following the completion of the Reorganization, unfunded capital commitments that were previously attributable to limited partners investing through Fund IV-A Cayman and Fund IV-B Lux shall continue to be included in the Borrowing Base and the calculation of Unfunded Capital Commitments, provided that (i) such limited partners are investing through the post-Reorganization successor vehicles (including the Master Fund, the International Feeder, or the Tax-Exempt Feeder, as applicable), (ii) the General Partner has delivered to the Lender adequate documentation evidencing the continuation of such commitments through the successor vehicles, and (iii) the enforceability and collectability of such commitments is not materially impaired by the Reorganization.
(b) Without limiting the generality of clause (a), the following representative investors and their respective capital commitments shall be treated as continuing eligible commitments for Borrowing Base purposes:
(i) Nordhaven Sovereign Wealth Fund — Three Hundred Eighty Million Dollars ($380,000,000) committed to Fund IV-A Cayman, transitioning to the International Feeder;
(ii) Kestrel Pacific Insurance Group — Two Hundred Million Euros (€200,000,000) committed to Fund IV-B Lux, transitioning to the International Feeder;
(iii) Pinnacle State Employees' Retirement System — Two Hundred Seventy-Five Million Dollars ($275,000,000) committed to Fund IV LP (direct; unaffected by Reorganization);
(iv) Grandview University Endowment — One Hundred Twenty Million Dollars ($120,000,000) committed to Fund IV LP (direct; migrating to Tax-Exempt Feeder for co-investment participation);
(v) Argyle Family Office Holdings LLC — Ninety-Five Million Dollars ($95,000,000) committed to Fund IV LP (direct; unaffected by Reorganization, as a U.S. taxable investor).
(c) References in the Credit Agreement to the "limited partnership agreements" of Fund IV-A Cayman and Fund IV-B Lux for purposes of Borrowing Base calculations shall, following the dissolution of such vehicles, be deemed to refer to the corresponding provisions of the limited partnership agreements of the Master Fund, the International Feeder, or the Tax-Exempt Feeder, as applicable.
(d) The General Partner shall deliver to the Lender, within sixty (60) days following the effective date of Step 5 of the Reorganization, an updated Schedule of Investors and Unfunded Capital Commitments reflecting the post-Reorganization structure, substantially in the form of Exhibit E hereto.
Section 3.03 — Amendment to Organizational Structure Covenants. The existing covenant in the Credit Agreement requiring the Borrower to maintain its organizational structure and not permit any material change to such organizational structure without the prior written consent of the Lender is hereby amended as follows:
(a) Such covenant is amended to expressly permit the Reorganization as described in this Agreement and in Exhibit A hereto, and the consummation of the Reorganization shall not constitute a breach of such covenant.
(b) Notwithstanding anything in the Reorganization to the contrary, the Borrower shall continue to be organized as a Delaware limited partnership with Solara Digital Infrastructure GP LLC as its sole general partner. Nothing in the Reorganization contemplates or permits the merger, dissolution, conversion, or domestication of the Borrower to or into any other entity or jurisdiction.
(c) A new sub-clause is hereby added to such covenant requiring the Borrower to deliver to the Lender updated organizational charts reflecting the post-Reorganization structure of the Borrower and its affiliated fund vehicles within thirty (30) days following the completion of each step of the Reorganization (Steps 1 through 5). Such organizational charts shall be in reasonable detail and shall identify all entities, their jurisdictions of organization, their general partners or managing members (as applicable), and the flow of capital commitments and portfolio investments.
Section 3.04 — Amendment to Assignment and Transfer Provisions. Any provision in the Credit Agreement that restricts, prohibits, or conditions the transfer, assignment, contribution, or other disposition of portfolio assets held by Fund IV-A Cayman or Fund IV-B Lux, or that restricts, prohibits, or conditions the transfer of partnership interests in Fund IV-A Cayman or Fund IV-B Lux, is hereby amended to permit the contributions and distributions described in Steps 2, 3, and 5 of the Reorganization, subject to the following:
(a) Such amendment is limited to the specific asset contributions and partnership interest distributions described in this Agreement and in Exhibit A hereto, and does not constitute a general waiver or modification of any transfer or assignment restrictions applicable to the Borrower, the General Partner, or their portfolio assets.
(b) For the avoidance of doubt, the Borrower's own portfolio assets are not being contributed to the Master Fund as part of the Reorganization. The Borrower will continue to hold its direct co-investment interests in portfolio companies and will co-invest alongside the Master Fund on substantially the same terms as its existing co-investment arrangements with Fund IV-A Cayman and Fund IV-B Lux. Only the portfolio assets held by Fund IV-A Cayman and Fund IV-B Lux are being transferred to the Master Fund.
(c) The Borrower shall promptly notify the Lender in writing if any portfolio asset proposed to be contributed to the Master Fund is subject to any lien, encumbrance, restriction on transfer, or other impediment that could affect the Lender's rights under the Credit Agreement.
Section 3.05 — Amendment to Reporting and Compliance Obligations. The reporting and compliance covenants set forth in the Credit Agreement are hereby amended to require the Borrower and the General Partner to deliver the following additional reports and materials to the Lender:
(a) NAV Reports and Investor Statements. On a quarterly basis (within forty-five (45) days following the end of each fiscal quarter), net asset value reports and investor statements from the Master Fund, in substantially the same form and detail as the NAV reports and investor statements previously received by the Lender from Fund IV-A Cayman through Clarendon Fund Services Ltd. (or any successor fund administrator). Such reports shall include a summary of portfolio company valuations, capital account balances, capital call and distribution activity, and any material changes to the composition of the Master Fund's portfolio.
(b) Updated Schedule of Investors. Within sixty (60) days following the effective date of Step 5 of the Reorganization (December 1, 2025), an updated Schedule of Investors reflecting the post-Reorganization limited partner structure, substantially in the form of Exhibit E hereto, including the identity of each limited partner, such limited partner's classification (U.S. taxable, U.S. tax-exempt, or non-U.S.), the original fund vehicle through which such limited partner invested, the post-Reorganization vehicle through which such limited partner will invest, and the capital commitment and unfunded commitment amounts applicable to such limited partner.
(c) Entity Classification Elections. Promptly following the filing thereof (and in any event within fifteen (15) business days following filing), copies of the IRS Form 8832 entity classification elections filed for the Master Fund, the International Feeder, and the Tax-Exempt Feeder, together with evidence of acceptance thereof by the Internal Revenue Service.
(d) IRS Private Letter Ruling. Promptly upon receipt (and in any event within five (5) business days following receipt), copies of any private letter ruling or other determination letter issued by the Internal Revenue Service in connection with the Reorganization, together with any supplemental correspondence or guidance related thereto.
(e) Fund Administration Transition. The Borrower shall provide reasonable prior notice to the Lender of any change in the fund administrator responsible for preparing NAV reports and investor statements in connection with the transition from Clarendon Fund Services Ltd. to the Master Fund's designated administrator, including the identity and qualifications of any successor administrator.
Section 3.06 — Amendment to Definition of "Parallel Funds" or "Related Vehicles." The definition of "Parallel Funds," "Related Vehicles," or any equivalent term in the Credit Agreement is hereby amended as follows:
(a) Effective as of the Effective Date, the following entities are hereby added to the definition of "Parallel Funds" (or equivalent term): (i) the Master Fund; (ii) the International Feeder; and (iii) the Tax-Exempt Feeder, in each case as successor parallel or feeder vehicles to the Legacy Offshore Vehicles.
(b) Effective as of the respective dissolution dates of Fund IV-A Cayman and Fund IV-B Lux in connection with Step 5 of the Reorganization, references to Fund IV-A Cayman and Fund IV-B Lux in the definition of "Parallel Funds" (or equivalent term) shall be deemed deleted and of no further force or effect.
(c) All provisions of the Credit Agreement that reference, rely upon, or are conditioned upon the existence or status of the Parallel Funds shall be construed to include the Master Fund, the International Feeder, and the Tax-Exempt Feeder as successor vehicles, as the context requires.
Section 3.07 — Amendment to Negative Covenants. Any negative covenant in the Credit Agreement that would be breached by: (a) the incurrence, assumption, or existence of liabilities at the Master Fund level in connection with the Reorganization; (b) the assumption by the Master Fund of liabilities from Fund IV-A Cayman or Fund IV-B Lux in connection with the asset contributions described in Steps 2 and 3 of the Reorganization; or (c) any other action taken in connection with the Reorganization as described in this Agreement, is hereby amended to expressly permit such action, subject to the following:
(a) The aggregate liabilities to be assumed by the Master Fund across all four Legacy Offshore Vehicles (including both Fund IV and Fund V parallel vehicles) total approximately One Billion Three Hundred Forty Million Dollars ($1,340,000,000). The General Partner shall provide to the Lender, prior to the consummation of Step 2 of the Reorganization, a detailed breakdown of the liabilities to be assumed from Fund IV-A Cayman and Fund IV-B Lux, respectively, and the nature and terms of such liabilities.
(b) The Borrower's own liabilities under the Credit Agreement, including its obligations to repay principal, interest, fees, and other amounts under the Facility, are wholly unaffected by the Reorganization and shall continue in full force and effect.
(c) Nothing in this Section 3.07 shall be construed to permit the incurrence by the Borrower or the General Partner of any indebtedness or other liabilities beyond those expressly contemplated by the Reorganization without the prior written consent of the Lender.
Section 3.08 — Amendment to Events of Default. The Events of Default provisions set forth in the Credit Agreement are hereby amended to include the following clarifications:
(a) The dissolution of Fund IV-A Cayman and Fund IV-B Lux in connection with Step 5 of the Reorganization shall not constitute an Event of Default under any provision of the Credit Agreement, including, without limitation, any provision relating to the dissolution, winding up, or termination of a Parallel Fund or Related Vehicle.
(b) The contribution by Fund IV-A Cayman and Fund IV-B Lux of their respective portfolio assets to the Master Fund in connection with Steps 2 and 3 of the Reorganization shall not constitute an Event of Default under any provision of the Credit Agreement, including, without limitation, any provision relating to the transfer, assignment, or disposition of assets by a Parallel Fund or Related Vehicle.
(c) To the extent the Credit Agreement contains a cross-default provision referencing the Fund V Subscription Credit Facility (the One Billion Five Hundred Million Dollar ($1,500,000,000) revolving credit facility among Solara Digital Partners Fund V LP, Ashford National Bank, N.A., and Sentinel Capital Markets LLC, as co-lender and administrative agent), such cross-default provision shall not be triggered by any event arising solely from or in connection with the Reorganization, provided that the separate consent and amendment agreement relating to the Fund V Subscription Credit Facility is in full force and effect at such time.
(d) None of the foregoing shall affect, impair, or otherwise modify the Lender's rights under the Events of Default provisions of the Credit Agreement with respect to any event, act, or omission that does not arise from or in connection with the Reorganization.
ARTICLE IV — CONDITIONS PRECEDENT
Section 4.01 — Conditions to Effectiveness. This Agreement shall become effective on the date (the "Effective Date") on which each of the following conditions precedent shall have been satisfied or waived in writing by the Lender:
(a) Execution and Delivery. This Agreement shall have been duly executed and delivered by each of the Borrower, the General Partner, and the Lender, and the Lender shall have received counterparts hereof bearing the signatures of the Borrower and the General Partner (or facsimile or electronic copies thereof).
(b) LP Consent. The General Partner shall have obtained all required limited partner consents for the Reorganization under the Borrower's limited partnership agreement and the limited partnership agreements of Fund IV-A Cayman and Fund IV-B Lux, including the LPAC approval referenced in Recital E (preliminary consent of seventy-eight percent (78%) in interest obtained on April 22, 2025) and any additional formal consent of limited partners required by such agreements. The General Partner shall have delivered to the Lender a certificate signed by Viktor Raines or Priya Narasimhan confirming that all required limited partner consents have been obtained.
(c) Formation of New Entities. The Master Fund, the Master Fund GP, the International Feeder, and the Tax-Exempt Feeder shall have been duly formed and validly existing under their respective jurisdictions (Delaware for the Master Fund and the Master Fund GP; Cayman Islands for the International Feeder and the Tax-Exempt Feeder), and the Lender shall have received evidence of such formation, including certified copies of certificates of formation or certificates of limited partnership, as applicable. For purposes of this condition:
(i) The registered agent for the Delaware entities (the Master Fund and the Master Fund GP) shall be Capitol Registered Agents Inc., 850 New Burton Road, Suite 201, Dover, DE 19904, or such other registered agent as may be approved by the Lender (such approval not to be unreasonably withheld, conditioned, or delayed).
(ii) The formation of the Cayman Islands entities (the International Feeder and the Tax-Exempt Feeder) shall be handled by Meridian Offshore Legal (attention: Fiona McAllister), with Harborstone Corporate Services Ltd. serving as registered office provider for such entities. The Lender shall have received certificates of registration or equivalent documentation from the Cayman Islands Registrar of Exempted Limited Partnerships for each such entity.
(d) Entity Classification Elections. IRS Form 8832 elections for partnership classification shall have been duly filed with the Internal Revenue Service for the Master Fund, the International Feeder, and the Tax-Exempt Feeder, and the General Partner shall have delivered to the Lender copies of such filed elections.
(e) Organizational Documents. The Lender shall have received copies of the following organizational documents, each in form and substance reasonably satisfactory to the Lender:
(i) the limited partnership agreement of the Master Fund;
(ii) the operating agreement of the Master Fund GP;
(iii) the exempted limited partnership agreement of the International Feeder;
(iv) the exempted limited partnership agreement of the Tax-Exempt Feeder; and
(v) any side letters, co-investment agreements, or other constitutive or ancillary documents relating to the foregoing entities that are material to the Lender's rights or interests under the Credit Agreement.
(f) Legal Opinions. The Lender shall have received legal opinions addressed to the Lender, in form and substance reasonably satisfactory to the Lender, as follows:
(i) an opinion from Calderwood & Harkness LLP (or such other counsel as may be satisfactory to the Lender) as to the due authorization, execution, and enforceability of this Agreement by the Borrower and the General Partner, and the continuing validity and enforceability of the Credit Agreement as amended by this Agreement;
(ii) if requested by the Lender, an opinion from Meridian Offshore Legal as to Cayman Islands law matters relating to the formation of the International Feeder and the Tax-Exempt Feeder and the dissolution of Fund IV-A Cayman; and
(iii) if requested by the Lender, an opinion from Veldhuis & Gérard S.à r.l. as to Luxembourg law matters relating to the dissolution of Fund IV-B Lux and the contribution of its assets to the Master Fund.
(g) Updated Organizational Charts. The Lender shall have received pre-Reorganization and post-Reorganization organizational charts, substantially in the form of Exhibits B and C hereto (cross-referencing Exhibits A and B to the PLR Request, as applicable), showing all relevant entities, their jurisdictions of organization, their ownership and management structures, and the flow of capital commitments and portfolio investments.
(h) Officers' Certificate. The Lender shall have received an officers' certificate, substantially in the form of Exhibit D hereto, duly executed by Viktor Raines, in his capacity as Manager of the General Partner, or by Priya Narasimhan, in her capacity as General Counsel of the General Partner, certifying that:
(i) the representations and warranties set forth in Article V of this Agreement are true and correct in all material respects as of the Effective Date (or, if any such representation or warranty is already qualified by materiality or Material Adverse Effect, true and correct in all respects);
(ii) no Default or Event of Default under the Credit Agreement exists as of the Effective Date or would result from the consummation of the Reorganization; and
(iii) all necessary internal authorizations of the Borrower and the General Partner with respect to the execution, delivery, and performance of this Agreement and the consummation of the Reorganization have been obtained, including GP board approval granted on March 14, 2025, LPAC preliminary consent granted on April 22, 2025, and all required formal limited partner consents.
(i) Insurance Confirmation. The Lender shall have received evidence, in form and substance reasonably satisfactory to the Lender, that the directors' and officers' liability and errors and omissions insurance coverage maintained by the General Partner (currently provided by Hawkstone Specialty Insurance Co. under policy number HSI-2024-GP-7091, with an aggregate coverage limit of Fifty Million Dollars ($50,000,000)) has been endorsed, or a separate policy or rider has been obtained, to cover the new post-Reorganization entities (including the Master Fund, the Master Fund GP, the International Feeder, and the Tax-Exempt Feeder) and the officers and managers thereof.
(j) No Material Adverse Effect. No event, development, or circumstance constituting a Material Adverse Effect (as defined in the Credit Agreement) shall have occurred since the date of this Agreement and be continuing as of the Effective Date.
(k) Fees and Expenses. The Borrower shall have paid, or made arrangements satisfactory to the Lender for the payment of, all fees and expenses of the Lender incurred in connection with the negotiation, preparation, execution, and delivery of this Agreement, including the reasonable and documented legal fees and disbursements of the Lender's outside counsel.
ARTICLE V — REPRESENTATIONS AND WARRANTIES
Section 5.01 — Representations of the Borrower and the General Partner. The Borrower and the General Partner, jointly and severally, represent and warrant to the Lender as of the date hereof and as of the Effective Date as follows:
(a) Organization and Good Standing. The Borrower is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The General Partner is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Each of the Borrower and the General Partner has full power and authority under its respective organizational documents and applicable law to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby, including the Reorganization. Each of the Borrower and the General Partner is duly qualified to do business in each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.
(b) Authorization. The execution, delivery, and performance by each of the Borrower and the General Partner of this Agreement, and the consummation of the Reorganization, have been duly authorized by all necessary partnership action (in the case of the Borrower) and limited liability company action (in the case of the General Partner). No further consent, approval, or authorization of any person, entity, or governmental authority is required in connection with the execution, delivery, or performance of this Agreement by the Borrower or the General Partner, other than the limited partner consents referenced in Section 4.01(b) and such filings and registrations as may be required in connection with the formation of the new entities and the dissolution of the Legacy Offshore Vehicles. The board of managers of the General Partner approved the exploration and consummation of the Reorganization at a duly convened meeting held on March 14, 2025.
(c) No Conflict. The execution, delivery, and performance by the Borrower and the General Partner of this Agreement, and the consummation of the Reorganization, do not and will not: (i) conflict with, result in a breach of, or constitute a default under the certificate of limited partnership, limited partnership agreement, certificate of formation, operating agreement, or other organizational documents of the Borrower or the General Partner; (ii) violate any applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any court or governmental authority applicable to the Borrower, the General Partner, or their respective properties or assets; or (iii) conflict with, result in a breach of, constitute a default under, or give rise to any right of termination, cancellation, acceleration, or imposition of any lien under any material agreement, contract, indenture, mortgage, or instrument to which the Borrower or the General Partner is a party or by which the Borrower or the General Partner or their respective properties or assets are bound.
(d) No Default. No Default or Event of Default under the Credit Agreement has occurred and is continuing as of the date hereof, and no Default or Event of Default would result from the execution and delivery of this Agreement or the consummation of the Reorganization. All conditions to borrowing under the Credit Agreement that are required to be satisfied as of the date hereof have been satisfied.
(e) Accuracy of Information. All information, documents, financial data, organizational charts, and other materials provided by the Borrower or the General Partner to the Lender in connection with the Reorganization and the negotiation and preparation of this Agreement are true, correct, and complete in all material respects as of the date of delivery thereof and do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements contained therein not misleading. Without limiting the generality of the foregoing, the following financial information relating to the Borrower and the parallel fund vehicles is true and correct in all material respects:
(i) Fund IV LP (the Borrower) has an aggregate fund size of approximately Four Billion Two Hundred Million Dollars ($4,200,000,000), with a vintage year of 2021 and approximately seventy-two percent (72%) of committed capital deployed as of the most recent reporting date;
(ii) Fund IV-A Cayman has an aggregate fund size of approximately One Billion Eight Hundred Fifty Million Dollars ($1,850,000,000); and
(iii) Fund IV-B Lux has an aggregate fund size of approximately One Billion One Hundred Fifty Million Euros (€1,150,000,000), or approximately One Billion Two Hundred Forty Million Dollars ($1,240,000,000) at a USD/EUR exchange rate of 1.08.
(f) Tax Treatment. The Reorganization is intended to qualify as a series of tax-free transactions under Sections 721(a) and 731(a) of the Code and related provisions of the Code and the Treasury Regulations promulgated thereunder. Calderwood & Harkness LLP, as U.S. tax counsel to Solara and its affiliated entities, has prepared and submitted (or will submit on August 15, 2025) a private letter ruling request to the Internal Revenue Service seeking confirmation of the intended tax-free treatment of the Reorganization. The Borrower and the General Partner are not aware of any facts or circumstances that would cause the Reorganization to fail to qualify for such tax-free treatment. Notwithstanding the foregoing, neither the Borrower nor the General Partner makes any guarantee or assurance that a favorable private letter ruling will be obtained from the Internal Revenue Service.
(g) No Material Adverse Effect. The Reorganization will not result in a Material Adverse Effect on: (i) the business, operations, financial condition, or properties of the Borrower or the General Partner; (ii) the ability of the Borrower to perform its obligations under the Credit Agreement, including its obligations to repay amounts outstanding under the Facility; (iii) the validity or enforceability of the Credit Agreement or any related loan document; or (iv) the rights and remedies of the Lender under the Credit Agreement or any related loan document.
(h) Investor Base. The limited partner investor base of Fund IV LP (the Borrower) is not materially altered by the Reorganization. U.S. taxable investors that are limited partners of the Borrower, including, without limitation, Argyle Family Office Holdings LLC (with a capital commitment of Ninety-Five Million Dollars ($95,000,000)), continue to hold their limited partnership interests in the Borrower directly. The Reorganization affects only the parallel offshore vehicles (Fund IV-A Cayman and Fund IV-B Lux) and the limited partners that invest through such vehicles. Following the Reorganization, such limited partners will hold their interests through the Master Fund (via the International Feeder or the Tax-Exempt Feeder, as applicable), and their unfunded capital commitments will remain enforceable and collectible.
(i) Compliance with Laws. Each of the Borrower and the General Partner is in compliance in all material respects with all applicable laws, statutes, rules, regulations, and orders, including, without limitation, the requirements of FATCA (as defined in the Credit Agreement), the Common Reporting Standard (CRS), the Investment Advisers Act of 1940, and applicable anti-money laundering statutes. The Reorganization has been structured to comply with all applicable legal and regulatory requirements, including the requirements of the Cayman Islands Monetary Authority and the Luxembourg Commission de Surveillance du Secteur Financier.
ARTICLE VI — COVENANTS
Section 6.01 — Affirmative Covenants. In addition to, and without limiting, the affirmative covenants set forth in the Credit Agreement (as amended by this Agreement), the Borrower and the General Partner covenant and agree with the Lender as follows:
(a) Notification of Steps. The Borrower and the General Partner shall provide the Lender with written notice not less than ten (10) business days prior to the consummation of each step of the Reorganization (Steps 1 through 5), specifying the anticipated date of consummation, the specific transactions to be completed in connection therewith, and any material deviations from the target dates or transaction descriptions set forth in this Agreement. For reference, the current target dates for each step are as follows:
Step 1 (Formation of New Entities): September 15, 2025
Step 2 (Contribution of Fund IV-A Cayman Assets): October 1, 2025
Step 3 (Contribution of Fund IV-B Lux Assets): October 15, 2025
Step 4 (Contribution of Fund V Offshore Assets): November 1, 2025
Step 5 (Dissolution of Legacy Offshore Vehicles and LP Migration): December 1, 2025
Promptly following the consummation of each step (and in any event within five (5) business days thereafter), the Borrower shall deliver to the Lender written confirmation that such step has been completed, together with copies of any material documents executed in connection therewith.
(b) Updated Investor Schedules. The Borrower and the General Partner shall deliver to the Lender updated schedules of investors and unfunded capital commitments, substantially in the form of Exhibit E hereto, within sixty (60) days following the effective date of Step 5 of the Reorganization (December 1, 2025). Such updated schedules shall reflect the post-Reorganization limited partner structure and shall identify each limited partner, such limited partner's post-Reorganization vehicle, and the applicable capital commitment and unfunded commitment amounts.
(c) Post-Reorganization Reporting. The Borrower and the General Partner shall deliver to the Lender quarterly NAV reports and financial statements of the Master Fund, in a format and with a level of detail consistent with the reporting requirements set forth in the Credit Agreement, within forty-five (45) days following the end of each fiscal quarter. The Borrower shall cooperate with the Lender to facilitate a smooth transition in fund administration reporting from Clarendon Fund Services Ltd. (the current administrator of the Legacy Offshore Vehicles) to the Master Fund's designated administrator, and shall provide the Lender with reasonable advance notice of any change in fund administrator.
(d) Copies of IRS Correspondence. The Borrower and the General Partner shall deliver to the Lender copies of any private letter ruling, determination letter, closing agreement, or other formal correspondence issued by the Internal Revenue Service in connection with the Reorganization, promptly upon receipt thereof (and in any event within five (5) business days following receipt). To the extent permitted by applicable law and the terms of the PLR Request, the Borrower shall also provide the Lender with copies of any supplemental submissions or responses filed with the Internal Revenue Service in connection with the PLR Request.
(e) Maintenance of General Partner. The Borrower shall at all times maintain Solara Digital Infrastructure GP LLC as its sole general partner, with Viktor Raines continuing to serve as the manager thereof and retaining day-to-day management authority over the investment and operational activities of the Borrower. The Borrower shall promptly notify the Lender of any proposed change in the identity of the general partner or the manager of the General Partner.
Section 6.02 — Negative Covenants. In addition to, and without limiting, the negative covenants set forth in the Credit Agreement (as amended by this Agreement), the Borrower and the General Partner shall not, without the prior written consent of the Lender:
(a) Deviate from the Reorganization. Materially deviate from the Reorganization as described in this Agreement and in the Recitals hereto, including, without limitation, any material change to the sequence of steps, the identity of the entities involved, the terms of the asset contributions, or the terms of the dissolution and LP migration, in each case without the prior written consent of the Lender. For purposes of this Section 6.02(a), a delay in any step of up to thirty (30) calendar days from the applicable target date shall not constitute a material deviation, provided that the Borrower has delivered written notice of such delay to the Lender not less than five (5) business days prior to the applicable target date.
(b) Further Restructurings. Undertake, or permit any of its subsidiaries or affiliates to undertake, any further restructuring, merger, consolidation, conversion, domestication, or dissolution of the Borrower, the General Partner, the Master Fund, the International Feeder, or the Tax-Exempt Feeder, in each case beyond the scope of the Reorganization as described in this Agreement.
(c) Change of General Partner. Permit any change in the identity of the sole general partner of the Borrower or the sole general partner of the Master Fund, or any change in the manager of the General Partner or the Master Fund GP, without the prior written consent of the Lender.
ARTICLE VII — CONTINUING EFFECT; REAFFIRMATION
Section 7.01 — Credit Agreement Remains in Full Force and Effect. Except as expressly modified, amended, or supplemented by this Agreement, the Credit Agreement and all related loan documents, instruments, and agreements (including, without limitation, any security agreements, pledge agreements, guaranties, side letters, and fee letters executed in connection with the Credit Agreement) remain in full force and effect and are hereby ratified and confirmed in all respects. Without limiting the generality of the foregoing, the Lender's commitment under the Facility in the aggregate principal amount of One Billion One Hundred Million Dollars ($1,100,000,000) remains unchanged and unmodified by this Agreement, and the Borrower's obligations to repay all amounts outstanding under the Facility in accordance with the terms of the Credit Agreement continue without modification.
Section 7.02 — Reaffirmation of Obligations. The Borrower and the General Partner hereby reaffirm, ratify, and confirm all of their respective obligations, liabilities, and indebtedness under the Credit Agreement (as amended by this Agreement) and under all related loan documents, and agree that such obligations, liabilities, and indebtedness remain in full force and effect and are enforceable in accordance with their terms. The Borrower acknowledges that the Lender is entering into this Agreement in reliance on the representations, warranties, and covenants of the Borrower and the General Partner set forth herein and in the Credit Agreement.
Section 7.03 — Reaffirmation of Security / Collateral. To the extent the Credit Agreement is secured by unfunded capital commitments, investor capital call rights, or other collateral pledged by the Borrower or the General Partner to the Lender, the Borrower and the General Partner hereby confirm and reaffirm that all such security interests and pledges remain in full force and effect, have not been released, terminated, or impaired, and extend to the post-Reorganization structure, including unfunded capital commitments of limited partners investing through the Master Fund, the International Feeder, and the Tax-Exempt Feeder, to the extent applicable. The Borrower's own unfunded capital commitments from its direct limited partners (principally U.S. taxable investors) are unaffected by the Reorganization and continue to serve as collateral for the Facility in accordance with the terms of the Credit Agreement. The Borrower and the General Partner agree to execute and deliver such additional documents, instruments, and agreements as the Lender may reasonably request to evidence, perfect, or protect the Lender's security interests in the post-Reorganization structure.
ARTICLE VIII — MISCELLANEOUS
Section 8.01 — Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, when sent by overnight courier service (with confirmation of delivery), when sent by certified or registered mail (return receipt requested, postage prepaid), or when sent by electronic mail (with confirmation of receipt), addressed as follows:
If to the Borrower or the General Partner:
Solara Digital Infrastructure GP LLC 1200 Market Street, Suite 3400 Wilmington, DE 19801
Attention: Priya Narasimhan, General Counsel
Email: p.narasimhan@solaradigital.com
with a copy (which shall not constitute notice) to:
Stefan Dalmqvist, Head of Tax Solara Digital Infrastructure GP LLC 1200 Market Street, Suite 3400 Wilmington, DE 19801
Email: s.lindqvist@solaradigital.com
If to the Lender:
Ashford National Bank, N.A. 225 West Wacker Drive, Suite 5000 Chicago, IL 60606
Attention: Thomas Greenleaf, Managing Director (Fund Finance)
Email: t.greenleaf@ashfordnational.com
With a copy to counsel for the Borrower:
Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006
Attention: Leonard Cross
Email: l.cross@calderwoodharkness.com
Any Party may change its address for purposes of this Section 8.01 by giving written notice of such change to the other Parties in accordance with this Section.
Section 8.02 — Governing Law. This Agreement and the rights and obligations of the Parties hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (or such other state as may be specified in the Credit Agreement as the governing law thereof), without regard to the conflicts of law principles thereof that would require or permit the application of the law of any other jurisdiction.
Section 8.03 — Counterparts. This Agreement may be executed in any number of counterparts, each of whic

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