1041-00005 · Client 1041 · Lender & Third-Party Consents

fund-administrator-notification-letter.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

600 Lexington Avenue, 38th Floor New York, New York 10022

Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com

June 16, 2025

Via Email and International Courier

Ms. Rachel Okonkwo Client Relationship Director Clarendon Fund Services Ltd. Windward 3, Regatta Office Park West Bay Road George Town, Grand Cayman KY1-1108

Re: Notification of Cross-Border Fund-Platform Reorganization — Transition of Fund Administration for Solara Digital Infrastructure LP Offshore Vehicles

Dear Ms. Okonkwo:

1. Introduction and Purpose of Letter

Calderwood & Harkness LLP serves as U.S. tax counsel to Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership with its principal offices at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801, and to its affiliated fund vehicles. We write this letter on behalf of Solara and its general partner, Solara Digital Infrastructure GP LLC (EIN 82-4917365), at the direction of Viktor Raines, Managing Partner and Founder of Solara, and with the coordination of Stefan Dalmqvist, Head of Tax, and Priya Narasimhan, General Counsel.

The purpose of this letter is to formally notify Clarendon Fund Services Ltd. ("Clarendon"), in its capacity as fund administrator for Solara's offshore fund vehicles, of a planned cross-border reorganization of the Solara fund platform (the "Reorganization"). This letter describes the anticipated impact of the Reorganization on the fund administration, net asset value ("NAV") calculation, investor reporting, and related services currently provided by Clarendon under its existing fund administration agreements with the Solara offshore vehicles. The Reorganization will affect all four of the offshore fund vehicles for which Clarendon currently serves as fund administrator, as described in greater detail below.

We note at the outset that the Reorganization has received preliminary consent from the LP Advisory Committee ("LPAC") of each relevant fund. At the LPAC meeting held on April 22, 2025, members representing approximately 78% in interest of the aggregate capital commitments of the affected vehicles voted in favor of proceeding with the Reorganization, subject to the completion of customary due diligence and legal structuring. Formal limited partner consents are currently being solicited in accordance with the consent procedures set forth in each vehicle's limited partnership agreement or partnership agreement, as applicable, and we anticipate obtaining the requisite consents prior to the target implementation dates set forth herein.

We appreciate Clarendon's longstanding service to the Solara fund platform and recognize the critical role that Clarendon plays in the administration of the offshore vehicles. We are committed to working collaboratively with Clarendon throughout this transition to ensure continuity of service to our limited partners and compliance with all regulatory and contractual obligations.

2. Overview of Current Fund Structure and Clarendon's Existing Mandate

2.1 Current Offshore Fund Vehicles Administered by Clarendon

Clarendon currently provides fund administration services for each of the following four offshore fund vehicles within the Solara platform (collectively, the "Legacy Offshore Vehicles"):

(a) Solara Digital Partners Fund IV-A (Cayman) LP ("Fund IV-A Cayman"). Fund IV-A Cayman is a Cayman Islands exempted limited partnership with its registered office at Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111. Fund IV-A Cayman has aggregate capital commitments of approximately $1.85 billion and serves as the parallel fund vehicle for non-U.S. investors and U.S. tax-exempt investors participating in Solara Digital Partners Fund IV. The general partner of Fund IV-A Cayman is Solara Offshore GP Ltd., a Cayman Islands exempted company. Fund IV-A Cayman is registered with the Cayman Islands Monetary Authority ("CIMA") under registration number MF-72491 and holds U.S. Employer Identification Number 98-6241503.

(b) Solara Digital Partners Fund IV-B (Luxembourg) SCSp ("Fund IV-B Lux"). Fund IV-B Lux is a Luxembourg special limited partnership (société en commandite spéciale) with its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg. Fund IV-B Lux has aggregate capital commitments of approximately €1.15 billion (approximately $1.24 billion at an exchange rate of 1.08 EUR/USD) and operates as a parallel vehicle primarily for European institutional investors participating in Solara Digital Partners Fund IV. The general partner (gérant) of Fund IV-B Lux is Solara Luxembourg Management S.à r.l., registered with the Luxembourg Registre de Commerce et des Sociétés ("RCS") under number B 248194. Fund IV-B Lux is itself registered with the RCS under number B 248193 and holds U.S. Employer Identification Number 98-6241571.

(c) Solara Digital Partners Fund V-A (Cayman) LP ("Fund V-A Cayman"). Fund V-A Cayman is a Cayman Islands exempted limited partnership with its registered office at Harborstone Corporate Services Ltd., George Town, Grand Cayman. Fund V-A Cayman has aggregate capital commitments of approximately $2.45 billion and serves as the parallel fund vehicle for non-U.S. investors and U.S. tax-exempt investors participating in Solara Digital Partners Fund V. Fund V-A Cayman is registered with CIMA under registration number MF-89103 and holds U.S. Employer Identification Number 98-7891234.

(d) Solara Digital Partners Fund V-B (Luxembourg) SCSp ("Fund V-B Lux"). Fund V-B Lux is a Luxembourg special limited partnership (société en commandite spéciale) with its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg. Fund V-B Lux has aggregate capital commitments of approximately €1.38 billion (approximately $1.49 billion at an exchange rate of 1.08 EUR/USD) and operates as a parallel vehicle for European institutional investors participating in Solara Digital Partners Fund V. Fund V-B Lux is registered with the RCS under number B 271056 and holds U.S. Employer Identification Number 98-7891267.

2.2 Summary of Existing Administrative Services

Under its existing fund administration agreements with each of the Legacy Offshore Vehicles, Clarendon provides the following administrative services (among others):

• NAV Calculation. Periodic net asset value calculation for each offshore vehicle, including valuation of portfolio company interests, cash and cash equivalents, and other assets and liabilities, in accordance with the valuation policies set forth in each vehicle's governing documents and the applicable fund administration agreement.

• Investor Reporting. Preparation and distribution of capital account statements, investor correspondence, and related communications to each limited partner invested through the Legacy Offshore Vehicles, including support for K-1 distribution packages for U.S. tax-reporting purposes.

• Capital Call and Distribution Processing. Processing of capital calls issued by the general partner of each vehicle and administration of distribution payments to limited partners, including calculation of each limited partner's pro rata share.

• AML/KYC Maintenance. Ongoing maintenance of anti-money laundering and know-your-customer records for each investor in the Legacy Offshore Vehicles, in compliance with applicable Cayman Islands, Luxembourg, and U.S. regulatory requirements.

• Regulatory Reporting Support. Preparation and filing support for regulatory reporting obligations, including compliance with the U.S. Foreign Account Tax Compliance Act ("FATCA") and the OECD Common Reporting Standard ("CRS"), as applicable to each vehicle.

We note for reference that the aggregate fund size of the four Legacy Offshore Vehicles administered by Clarendon is approximately $7.03 billion, calculated as the sum of Fund IV-A Cayman ($1.85 billion), Fund IV-B Lux ($1.24 billion), Fund V-A Cayman ($2.45 billion), and Fund V-B Lux ($1.49 billion). Clarendon's administration of these vehicles represents a substantial portion of the overall Solara fund platform's third-party administration arrangements.

2.3 Key Investor Categories Served Through Offshore Vehicles

The Legacy Offshore Vehicles serve two primary categories of limited partners, each of which has specific structural and tax-planning requirements that must be preserved through the Reorganization:

(a) Non-U.S. Investors. The Cayman and Luxembourg parallel vehicles serve as the primary investment vehicles for non-U.S. limited partners seeking exposure to the Solara platform without incurring direct U.S. trade or business income or filing obligations. Key non-U.S. investors include, among others:

• Nordhaven Sovereign Wealth Fund (a sovereign wealth fund of the Kingdom of Nordhaven), which has committed $380 million to Fund IV-A Cayman and $500 million to Fund V-A Cayman, for an aggregate commitment of $880 million across the Solara platform;

• Kestrel Pacific Insurance Group (a Singapore-domiciled insurance group), which has committed €200 million to Fund IV-B Lux and €275 million to Fund V-B Lux, for an aggregate commitment of €475 million (approximately $513 million at 1.08 EUR/USD) across the Solara platform.

(b) U.S. Tax-Exempt Investors. Certain U.S. tax-exempt investors — including public pension funds and university endowments — invest through the Cayman parallel vehicles as a mechanism to mitigate exposure to unrelated business taxable income ("UBTI") under Sections 511–514 of the Internal Revenue Code of 1986, as amended (the "Code"). Key U.S. tax-exempt investors include, among others:

• Pinnacle State Employees' Retirement System, which has committed $275 million to Fund IV (invested through Fund IV-A Cayman) and $340 million to Fund V (invested through Fund V-A Cayman), for an aggregate commitment of $615 million;

• Grandview University Endowment, which has committed $120 million to Fund IV (invested through Fund IV-A Cayman) and $185 million to Fund V (invested through Fund V-A Cayman), for an aggregate commitment of $305 million.

The Reorganization is designed, in part, to preserve the structural protections relied upon by each of these investor categories while simplifying the overall fund architecture, as described below.

3. Description of the Planned Reorganization

3.1 Business Rationale

The Reorganization is driven by several strategic, operational, and regulatory considerations:

(a) Operational Cost Reduction. Solara currently incurs approximately $3.8 million annually in duplicative offshore administration, audit, and regulatory fees arising from the maintenance of parallel fund structures across the Cayman Islands and Luxembourg for each of Fund IV and Fund V. The Reorganization is expected to yield significant cost savings by consolidating investment activity into a single master fund vehicle with two dedicated feeder funds, thereby reducing the number of separately administered entities, eliminating duplicative regulatory filings, and streamlining audit engagements.

(b) OECD Pillar Two GloBE Rules. The forthcoming implementation of the OECD's Pillar Two Global Anti-Base Erosion ("GloBE") rules — which are effective for Luxembourg entities commencing with fiscal year 2025 — will diminish the structural tax benefits historically associated with the Luxembourg SCSp vehicles. As the GloBE rules impose a minimum effective tax rate of 15% on in-scope multinational enterprises, the incremental tax efficiency previously achieved through the Luxembourg structures is expected to erode. The Reorganization addresses this development by consolidating offshore investment activity into a Cayman-domiciled feeder structure, which is more consistent with the post-GloBE regulatory environment.

(c) Simplified FATCA and CRS Compliance. The consolidation of four separate reporting entities into two feeder vehicles is expected to simplify the fund platform's compliance with FATCA and CRS reporting obligations, reducing the administrative burden on both Clarendon and Solara's internal compliance team.

(d) LP-Requested Governance Simplification. Several of Solara's largest limited partners have expressed a preference for a simplified governance structure that reduces the number of separate fund entities in which they hold interests, facilitates consolidated reporting, and provides greater transparency into the overall portfolio.

(e) Scale of the Solara Platform. Solara's overall assets under management ("AUM") have grown to approximately $14.7 billion as of March 31, 2025, deployed across digital infrastructure investments — including data centers, fiber-optic network assets, and edge computing facilities — as well as enterprise software-as-a-service ("SaaS") verticals. At this scale, the complexity and cost of maintaining multiple parallel offshore structures is no longer justified by the incremental benefits.

3.2 Summary of the Five-Step Reorganization

The Reorganization will be implemented in five sequential steps, each of which is described below with its target completion date. A summary timeline chart is enclosed with this letter for ease of reference.

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

The following new entities will be formed in connection with the Reorganization:

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

(ii) Solara Consolidated Master Fund LP (the "Consolidated Master Fund" or "Master Fund"), a Delaware limited partnership, which will serve as the central master fund vehicle into which all offshore portfolio assets will be contributed;

(iii) Solara International Feeder (Cayman) LP (the "International Feeder"), a Cayman Islands exempted limited partnership, which will serve as the feeder vehicle for non-U.S. investors currently invested through the Legacy Offshore Vehicles; and

(iv) Solara Tax-Exempt Feeder (Cayman) LP (the "Tax-Exempt Feeder"), a Cayman Islands exempted limited partnership, which will serve as the feeder vehicle for U.S. tax-exempt investors (including pension funds and university endowments) to mitigate UBTI concerns under Sections 511–514 of the Code.

Form 8832 entity classification elections (commonly referred to as "check-the-box" elections) will be filed with the Internal Revenue Service for each new entity, electing classification as a partnership for U.S. federal income tax purposes effective as of the date of formation.

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

Fund IV-A (Cayman) LP will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund. The aggregate fair market value of the assets to be contributed by Fund IV-A Cayman is approximately $2.31 billion, with an aggregate adjusted tax basis of approximately $1.62 billion, resulting in aggregate built-in gain of approximately $690 million. The principal portfolio company interests held by Fund IV-A Cayman and subject to this contribution include, among others:

• NovaBright Data Systems Inc. — Fund IV-A Cayman holds a 60% equity interest. Fair market value: approximately $890 million. Adjusted tax basis: approximately $520 million. Built-in gain: approximately $370 million.

• Thorngate Fiber Networks LP — Fund IV-A Cayman holds a 100% equity interest. Fair market value: approximately $670 million. Adjusted tax basis: approximately $490 million. Built-in gain: approximately $180 million.

• Additional portfolio company interests with an aggregate fair market value of approximately $750 million and aggregate adjusted tax basis of approximately $610 million.

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

Fund IV-B (Luxembourg) SCSp will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund. The aggregate fair market value of the assets to be contributed by Fund IV-B Lux is approximately €1.07 billion (approximately $1.16 billion at 1.08 EUR/USD), with an aggregate adjusted tax basis of approximately €782 million (approximately $844.6 million), resulting in aggregate built-in gain of approximately €288 million (approximately $311 million). The principal portfolio company interests held by Fund IV-B Lux and subject to this contribution include, among others:

• Crestline Cloud Solutions LLC — Fund IV-B Lux holds a 100% equity interest. Fair market value: approximately €340 million (approximately $367 million). Adjusted tax basis: approximately €195 million (approximately $211 million). Built-in gain: approximately €145 million (approximately $157 million).

• Additional portfolio company interests with an aggregate fair market value of approximately €730 million (approximately $788 million) and aggregate adjusted tax basis of approximately €587 million (approximately $634 million).

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

Both Fund V offshore vehicles will contribute their respective portfolio assets to the Consolidated Master Fund LP simultaneously:

(i) Fund V-A (Cayman) LP will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest. The aggregate fair market value of the assets to be contributed by Fund V-A Cayman is approximately $2.89 billion, with an aggregate adjusted tax basis of approximately $2.34 billion, resulting in aggregate built-in gain of approximately $550 million. The principal portfolio company interests include, among others:

• Veridian Edge Computing Corp. — Fund V-A Cayman holds a 55% equity interest. Fair market value: approximately $1.12 billion. Adjusted tax basis: approximately $780 million. Built-in gain: approximately $340 million.

• Helix SaaS Holdings Ltd. — Fund V-A Cayman holds a 100% equity interest. Fair market value: approximately $445 million. Adjusted tax basis: approximately $310 million. Built-in gain: approximately $135 million.

• Additional portfolio company interests with an aggregate fair market value of approximately $1.325 billion and aggregate adjusted tax basis of approximately $1.25 billion.

(ii) Fund V-B (Luxembourg) SCSp will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest. The aggregate fair market value of the assets to be contributed by Fund V-B Lux is approximately €1.29 billion (approximately $1.39 billion at 1.08 EUR/USD), with an aggregate adjusted tax basis of approximately €1.14 billion (approximately $1.23 billion), resulting in aggregate built-in gain of approximately €150 million (approximately $162 million).

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

Upon completion of the asset contributions in Steps 2 through 4, each of the four Legacy Offshore Vehicles — Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp — will be dissolved in accordance with its governing documents and applicable law. In connection with the dissolution of each Legacy Offshore Vehicle, the limited partnership interest in the Consolidated Master Fund received by such vehicle in the relevant contribution step will be distributed to its existing limited partners.

Following the dissolution and distribution:

• Non-U.S. limited partners will roll their interests into the newly formed Solara International Feeder (Cayman) LP, which will invest as a limited partner of the Consolidated Master Fund.

• U.S. tax-exempt limited partners (including pension funds and endowments) will roll their interests into the newly formed Solara Tax-Exempt Feeder (Cayman) LP, which will similarly invest as a limited partner of the Consolidated Master Fund.

• U.S. taxable investors will remain directly in the existing domestic fund vehicles — Solara Digital Partners Fund IV LP and Solara Digital Partners Fund V LP — which will co-invest alongside the Consolidated Master Fund. The domestic fund vehicles are not the subject of this notification, as they are not administered by Clarendon.

The resulting post-reorganization structure will consist of two Cayman feeder LPs (the International Feeder and the Tax-Exempt Feeder) feeding into the Consolidated Master Fund LP, with U.S. taxable investors continuing to hold direct interests in the domestic fund vehicles that co-invest alongside the Master Fund.

3.3 Aggregate Financial Summary of the Reorganization

The following table summarizes the aggregate financial parameters of the Reorganization across all Legacy Offshore Vehicles:

These figures are based on valuations as of March 31, 2025, and will be updated as of the applicable contribution dates in Steps 2 through 4. Clarendon's role in supporting final NAV calculations at each step date will be critical to ensuring that the reorganization ledger entries are properly reconciled.

3.4 Regulatory and Tax Treatment

The tax treatment of the Reorganization is the subject of a private letter ruling ("PLR") request that is currently being prepared by Calderwood & Harkness LLP for submission to the Internal Revenue Service. The target submission date for the PLR request is August 15, 2025. The PLR request will seek confirmation, among other things, that:

(a) The contributions of portfolio assets by the Legacy Offshore Vehicles to the Consolidated Master Fund LP in Steps 2 through 4 will be treated as tax-free contributions under Section 721(a) of the Code, with the Consolidated Master Fund taking a carryover basis in the contributed assets under Section 723 of the Code and a holding period that includes the contributing vehicle's holding period under Section 1223(2) of the Code;

(b) The distributions of limited partnership interests in the Consolidated Master Fund to the limited partners of the Legacy Offshore Vehicles in Step 5 will be treated as tax-free distributions under Section 731(a) of the Code, subject to the limitations set forth in Section 731(a)(1) (relating to money distributions in excess of basis) and Section 737 (relating to pre-contribution gain); and

(c) No gain or loss will be recognized by any limited partner solely by reason of the Reorganization, except to the extent that a limited partner receives money (within the meaning of Section 752(b) of the Code) in excess of such partner's adjusted basis in its partnership interest.

Clarendon should be aware that the PLR process may require the production of detailed financial data, tax-basis schedules, and investor-level information, and that such requests will be coordinated through Caldwell Pierce & Co. LLP, Solara's independent accounting firm, as described in Section 5 below.

The following additional regulatory workstreams are being managed by other advisors in parallel with this notification:

• Cayman Islands Regulatory Matters. The deregistration of Fund IV-A Cayman and Fund V-A Cayman with CIMA, and the new CIMA registrations for the International Feeder and the Tax-Exempt Feeder, are being handled by Meridian Offshore Legal (contact: Fiona McAllister, Partner).

• Luxembourg Dissolution and Regulatory Matters. The dissolution of Fund IV-B (Luxembourg) SCSp and Fund V-B (Luxembourg) SCSp, including the required notification to the Commission de Surveillance du Secteur Financier ("CSSF") and deregistration with the RCS, are being handled by Veldhuis & Gérard S.à r.l. (contact: Marc Gérard, Partner).

4. Impact on Clarendon's Fund Administration Services

4.1 Vehicles Being Wound Down

As a consequence of the Reorganization, Clarendon's existing fund administration mandates for each of the four Legacy Offshore Vehicles will be terminated upon the dissolution of each such vehicle in Step 5 of the Reorganization, with a target effective date of December 1, 2025. We recognize that the termination of these mandates represents a significant change to the existing relationship between Clarendon and the Solara fund platform, and we wish to address this transition thoughtfully and collaboratively.

Until the dissolution of each Legacy Offshore Vehicle, Clarendon is requested to continue performing all existing administrative services for such vehicle without interruption, including all NAV calculations, investor reporting, capital call and distribution processing, AML/KYC maintenance, and regulatory reporting support as described in Section 2.2 above. It is essential that no disruption to investor-facing services occur during the transition period, and Solara expects that Clarendon will maintain its customary service levels throughout.

In addition to its ongoing administrative responsibilities, Clarendon is requested to prepare and deliver final NAV calculations and terminal investor statements for each Legacy Offshore Vehicle as of the applicable contribution dates and the dissolution date, as described in Section 4.2 below.

4.2 Transition of NAV Calculation

Upon the contribution of portfolio assets by each Legacy Offshore Vehicle to the Consolidated Master Fund LP (Steps 2 through 4, spanning October 1 through November 1, 2025), the NAV calculation for the contributed assets will need to transition from the contributing Legacy Offshore Vehicle to the Consolidated Master Fund LP. The precise mechanics of this transition will depend on the scope of Clarendon's prospective engagement with respect to the new entities (as discussed in Section 4.3 below), but Solara anticipates the following general framework:

(a) Final NAV Reports for Legacy Vehicles. Clarendon is requested to prepare and deliver a final NAV report for each Legacy Offshore Vehicle as of the date of its respective asset contribution:

• Fund IV-A Cayman: as of October 1, 2025 (Step 2);

• Fund IV-B Lux: as of October 15, 2025 (Step 3);

• Fund V-A Cayman: as of November 1, 2025 (Step 4);

• Fund V-B Lux: as of November 1, 2025 (Step 4).

In addition, Clarendon is requested to prepare and deliver a terminal NAV report for each Legacy Offshore Vehicle as of the dissolution date of December 1, 2025, reflecting the vehicle's interest in the Consolidated Master Fund received in exchange for the contributed assets.

(b) Parallel NAV Calculations During Transition Period. During the transition period from October 1 to December 1, 2025, Clarendon may be required to maintain parallel NAV calculations for both the Legacy Offshore Vehicles — which, following each contribution, will hold a limited partnership interest in the Consolidated Master Fund rather than direct portfolio assets — and for any interim reporting requirements of the Consolidated Master Fund or the new feeder entities. Solara acknowledges that this parallel-run period may impose additional operational demands on Clarendon's team and will work with Clarendon to define the precise scope of parallel reporting obligations in the transition plan contemplated by Section 6 of this letter.

(c) Coordination with Redstone Advisory Group LLC. Solara has engaged Redstone Advisory Group LLC ("Redstone") to prepare independent fair market value appraisals of all portfolio company interests held by the Legacy Offshore Vehicles as of the applicable contribution dates. The primary contact at Redstone is Marco DeLuca, Managing Director, located at 750 Seventh Avenue, 21st Floor, New York, New York 10019. Clarendon is requested to coordinate with Redstone as needed on valuation inputs, historical cost data, and any other information necessary to support the completion of the appraisals. Clarendon should direct any questions regarding the scope or methodology of the Redstone engagement to Stefan Dalmqvist at Solara.

4.3 New Fund Administration Mandate — Prospective Engagement

While the Reorganization will result in the termination of Clarendon's existing mandates for the Legacy Offshore Vehicles, Solara anticipates engaging Clarendon to provide fund administration services for the two newly formed Cayman feeder entities on a go-forward basis. Specifically, Solara anticipates that Clarendon would serve as fund administrator for:

(i) Solara International Feeder (Cayman) LP, providing NAV calculation, investor reporting, AML/KYC maintenance, regulatory reporting (FATCA/CRS), and capital call and distribution processing services for non-U.S. limited partners; and

(ii) Solara Tax-Exempt Feeder (Cayman) LP, providing the same scope of services for U.S. tax-exempt limited partners.

In addition, Solara wishes to discuss with Clarendon the possibility of Clarendon serving as fund administrator for the Delaware-domiciled Solara Consolidated Master Fund LP. This determination will depend, among other factors, on whether Solara elects to handle administration of the Master Fund through its internal operations team or to engage a third-party administrator. We anticipate making this determination in the coming weeks.

Clarendon is requested to prepare and submit a comprehensive proposal for the prospective new administration mandate, including:

• the proposed scope of services for each new entity;

• a detailed fee schedule, including any implementation or transition fees;

• an implementation timeline, including technology onboarding, data migration, and testing;

• proposed staffing and the identification of dedicated client service personnel; and

• any modifications to Clarendon's standard fund administration agreement that may be warranted by the master-feeder structure.

The proposal should be submitted to Douglas Wexford, Chief Financial Officer, and Meredith Tsao, Chief Operating Officer, at the Solara address indicated in Section 8 of this letter, no later than August 1, 2025. Solara's target is for new administration arrangements to be fully in place by September 15, 2025, coinciding with the formation of the new entities in Step 1 of the Reorganization.

4.4 Investor Reporting Transition

One of the most operationally significant aspects of the Reorganization from an administrative perspective is the transition of investor reporting from the Legacy Offshore Vehicles to the new feeder entities.

Currently, Clarendon prepares and distributes capital account statements and investor correspondence for all limited partners invested through the four Legacy Offshore Vehicles. Post-reorganization, the investor reporting framework will be restructured as follows:

• Non-U.S. Investors (including Nordhaven Sovereign Wealth Fund, Kestrel Pacific Insurance Group, and all other non-U.S. limited partners currently invested through the Cayman and Luxembourg Legacy Offshore Vehicles) will receive reporting through the Solara International Feeder (Cayman) LP.

• U.S. Tax-Exempt Investors (including Pinnacle State Employees' Retirement System, Grandview University Endowment, and all other U.S. tax-exempt limited partners currently invested through the Cayman Legacy Offshore Vehicles) will receive reporting through the Solara Tax-Exempt Feeder (Cayman) LP.

To ensure a seamless transition, Clarendon is requested to work with Solara's internal investor relations and operations teams to complete the following:

(a) Investor Mapping. Clarendon should prepare a comprehensive mapping of each existing limited partner from its current Legacy Offshore Vehicle reporting framework to the appropriate new feeder entity reporting framework. This mapping should account for any limited partners that hold interests in more than one Legacy Offshore Vehicle and should be coordinated with Solara's investor relations team to confirm the classification of each investor (non-U.S. versus U.S. tax-exempt).

(b) Transition of Investor Records and Data. All investor records, AML/KYC files, and historical data currently maintained by Clarendon in connection with the Legacy Offshore Vehicles must be transitioned to the records of the new feeder entities on or before December 1, 2025. This includes subscription documentation, investor correspondence, capital call and distribution records, and all other information necessary to maintain continuity of the investor relationship.

(c) FATCA and CRS Reporting. Clarendon must complete all FATCA and CRS reporting obligations for the Legacy Offshore Vehicles through the dissolution date. Going forward, FATCA and CRS reporting will be the responsibility of the new feeder entities, and Solara anticipates that the consolidated structure will simplify these obligations by reducing the number of reporting entities from four to two. Clarendon should plan for the orderly transition of reporting accounts and related data from the Legacy Vehicles to the new feeders.

4.5 Capital Call and Distribution Processing

Any remaining unfunded capital commitments in the Legacy Offshore Vehicles as of the dissolution date will be assumed by the new feeder entities, with each limited partner's unfunded commitment carrying over to the appropriate feeder (International Feeder or Tax-Exempt Feeder) in accordance with the terms of the Reorganization and the applicable consent documentation.

Clarendon should be aware that each of the Legacy Offshore Vehicles is party to subscription credit facility arrangements, and that the transition of these facilities is being managed in connection with the Reorganization. Specifically:

• The Fund IV subscription credit facility (aggregate commitment: $1.1 billion) is provided by Ashford National Bank, N.A. Lender consents are currently being obtained for the Reorganization.

• The Fund V subscription credit facility (aggregate commitment: $1.5 billion) is also provided by Ashford National Bank, N.A., with participation by Sentinel Capital Markets LLC. Lender consents are likewise being obtained.

Clarendon is requested to coordinate with the following individuals at the relevant lending institutions regarding any administrative aspects of the credit facility transition that intersect with Clarendon's fund administration responsibilities:

• Ashford National Bank, N.A. — Thomas Greenleaf, Managing Director, Fund Finance, 225 West Wacker Drive, Suite 5000, Chicago, Illinois 60606.

• Sentinel Capital Markets LLC — Laura Pak, Vice President, One Bryant Park, 42nd Floor, New York, New York 10036.

Any coordination with these institutions should be conducted in consultation with Solara's CFO, Douglas Wexford, and General Counsel, Priya Narasimhan, to ensure that all communications are consistent with the terms of the lender consent process.

5. Coordination with Other Advisors

The Reorganization involves a number of external advisors in addition to Calderwood & Harkness LLP and Clarendon. To facilitate efficient coordination and avoid unnecessary duplication of effort, we set forth below the key advisors with whom Clarendon may interact during the transition, along with the nature of their engagement and relevant contact information:

(a) Calderwood & Harkness LLP. Calderwood & Harkness serves as U.S. tax counsel to Solara and is the primary coordinating counsel for the Reorganization. Leonard Cross (Responsible Partner, Tax) and Robert Jansen (Lead Associate, Tax) will serve as the principal points of contact. Calderwood & Harkness may from time to time direct requests to Clarendon for information or documentation in connection with the PLR filing, the structuring of the Reorganization, or related tax matters. Clarendon should treat any such requests as having been authorized by Solara.

(b) Caldwell Pierce & Co. LLP. Caldwell Pierce serves as Solara's independent accounting firm and is responsible for the preparation of PLR exhibits, tax-basis schedules, and tax compliance deliverables in connection with the Reorganization. The primary contact is Helen Okamoto, Partner, Financial Services Tax, located at 400 Renaissance Center, Suite 2500, Detroit, Michigan 48243. Caldwell Pierce may request financial data, tax-basis information, historical capital account records, and other information from Clarendon in support of its work. Clarendon is requested to cooperate fully with any such requests.

(c) Meridian Offshore Legal. Meridian Offshore Legal serves as Cayman Islands counsel to Solara and is responsible for the CIMA deregistration of Fund IV-A Cayman and Fund V-A Cayman and the new CIMA registrations for the International Feeder and the Tax-Exempt Feeder. The primary contact is Fiona McAllister, Partner. Clarendon may be asked to provide documentation or information in support of the CIMA filings and should coordinate with Meridian Offshore Legal as necessary.

(d) Whitfield, Carruthers & Doyle LLP. Whitfield, Carruthers & Doyle serves as independent counsel to the LP Advisory Committee. The primary contact is Diana Carruthers, Partner. Whitfield, Carruthers & Doyle may from time to time request investor-related information in connection with its representation of the LPAC; any such requests will be channeled through Solara's General Counsel, Priya Narasimhan, and Clarendon should not respond to direct inquiries from LPAC counsel without Solara's prior authorization.

(e) Hawkstone Specialty Insurance Co. Hawkstone Specialty Insurance Co. is the carrier for the Solara fund platform's directors' and officers' liability and errors and omissions insurance coverage. The primary contact is Neil Braddock, Senior Underwriter, located at 100 Constitution Plaza, Hartford, Connecticut 06103. Hawkstone is being notified separately regarding endorsements to the existing $50 million aggregate D&O/E&O policy to extend coverage to the newly formed entities. Clarendon's interaction with Hawkstone is expected to be limited, but Clarendon should be aware of the insurance arrangements in the event that any coverage-related questions arise during the transition.

6. Requested Actions and Timeline

In light of the foregoing, Solara and Calderwood & Harkness respectfully request that Clarendon Fund Services Ltd. undertake the following specific actions in connection with the Reorganization:

1. Acknowledge Receipt. Acknowledge receipt of this notification letter and confirm Clarendon's understanding of the Reorganization timeline and its anticipated impact on Clarendon's existing fund administration mandates.

2. Identify Transition Team. Identify a dedicated transition team within Clarendon and designate a primary point of contact for all matters relating to the Reorganization. Please provide the names, titles, and contact information for all team members.

3. Prepare Transition Plan. Prepare and deliver a comprehensive transition plan for NAV calculation and investor reporting, including a detailed description of parallel-run period logistics, data migration procedures, and quality assurance protocols, by no later than August 15, 2025.

4. Submit New Administration Proposal. Prepare and submit a proposal for the prospective new administration mandate (encompassing the International Feeder, the Tax-Exempt Feeder, and potentially the Consolidated Master Fund) to Douglas Wexford (CFO) and Meredith Tsao (COO) by no later than August 1, 2025.

5. Coordinate with Redstone Advisory Group LLC. Coordinate with Marco DeLuca and his team at Redstone Advisory Group LLC on valuation inputs and historical cost data required for the independent fair market value appraisals of all portfolio company interests.

6. Coordinate with Caldwell Pierce & Co. LLP. Cooperate with Helen Okamoto and her team at Caldwell Pierce & Co. LLP on any financial data requests, tax-basis schedules, and other information required in connection with the PLR filing and ongoing tax compliance work.

7. Prepare Final NAV Reports and Terminal Investor Statements. Ensure that all final NAV reports and terminal investor statements are prepared for each Legacy Offshore Vehicle as of each applicable step date (October 1, October 15, and November 1, 2025) and as of the dissolution date (December 1, 2025).

8. Complete Investor Data Transition. Complete the transition of all investor records, AML/KYC files, FATCA/CRS data, and historical data from the Legacy Offshore Vehicles to the new feeder entities on or before December 1, 2025.

9. Continue Existing Services. Continue performing all existing administrative services for each Legacy Offshore Vehicle without interruption until the date of its dissolution, maintaining customary service levels throughout the transition period.

For ease of reference, the following table summarizes the key dates and corresponding actions:

7. Confidentiality

The contents of this letter and the Reorganization details described herein are confidential and are subject to the applicable confidentiality provisions set forth in Clarendon's existing fund administration agreements with each of the Legacy Offshore Vehicles. Clarendon is reminded of its obligations under those agreements and is instructed not to disclose the Reorganization, its terms, or any related information to any third party without the prior written consent of Solara, except as required by applicable law, regulation, or judicial or administrative process (including any required disclosures to the Cayman Islands Monetary Authority or other applicable regulatory bodies).

All communications regarding the Reorganization should be directed to the contacts identified in Section 8 of this letter. Clarendon should ensure that all personnel with access to information concerning the Reorganization are informed of these confidentiality obligations and comply with them.

8. Contact Information

All communications regarding the Reorganization should be directed to the following individuals:

Primary Client Contacts at Solara Digital Infrastructure LP:

Stefan Dalmqvist, Head of Tax 1200 Market Street, Suite 3400 Wilmington, Delaware 19801

Meredith Tsao, Chief Operating Officer 1200 Market Street, Suite 3400 Wilmington, Delaware 19801

Douglas Wexford, Chief Financial Officer 1200 Market Street, Suite 3400 Wilmington, Delaware 19801

Calderwood & Harkness LLP Contacts:

Leonard Cross, Responsible Partner, Tax 1900 K Street NW, Suite 1100 Washington, DC 20006

Robert Jansen, Lead Associate, Tax 1900 K Street NW, Suite 1100 Washington, DC 20006

Sylvia Hartwell, Billing Partner, Tax 600 Lexington Avenue, 38th Floor New York, New York 10022

Engagement Reference: Calderwood & Harkness Matter No. 20250527-SDILP-PLR

We appreciate Clarendon's continued service to the Solara fund platform and look forward to Clarendon's cooperation and active engagement throughout this transition. The Reorganization represents a significant milestone for Solara, and the successful execution of the administrative transition will be critical to ensuring continuity of service to our shared clients — the limited partners of the Solara funds.

We kindly request that Clarendon provide written acknowledgment of receipt of this letter and confirmation of Clarendon's willingness to support the transition in accordance with the timeline and requested actions set forth herein, no later than July 7, 2025. Please direct your response to Leonard Cross at the address above, with a copy to Stefan Dalmqvist and Meredith Tsao at Solara.

We are available to discuss any questions or concerns that Clarendon may have regarding this letter or the Reorganization at your convenience.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

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

cc:

Viktor Raines, Managing Partner, Solara Digital Infrastructure LP Meredith Tsao, Chief Operating Officer, Solara Digital Infrastructure LP Douglas Wexford, Chief Financial Officer, Solara Digital Infrastructure LP Priya Narasimhan, General Counsel, Solara Digital Infrastructure LP Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure LP Sylvia Hartwell, Billing Partner, Calderwood & Harkness LLP Robert Jansen, Lead Associate, Calderwood & Harkness LLP

Enclosures:

(1) Summary timeline of reorganization steps (2) Pre-reorganization organizational chart (3) Post-reorganization organizational chart

Parameter	Amount
Total Fair Market Value of Assets Transferred to Consolidated Master Fund	$7.75 billion
Total Adjusted Tax Basis of Assets Transferred	$6.03 billion
Total Built-in Gain	$1.72 billion
Aggregate Liabilities Assumed by Consolidated Master Fund	$1.34 billion
Total Portfolio Companies Across All Funds	23 (11 in Fund IV vehicles; 12 in Fund V vehicles)
Date	Action
August 1, 2025	Clarendon to submit new administration proposal to D. Wexford and M. Tsao
August 15, 2025	Clarendon to deliver comprehensive transition plan for NAV calculation and investor reporting
September 15, 2025	Target date for new entity formation (Step 1); new administration arrangements to be in place
October 1, 2025	Step 2: Fund IV-A Cayman asset contribution to Consolidated Master Fund; Clarendon to deliver final NAV report for Fund IV-A Cayman as of contribution date
October 15, 2025	Step 3: Fund IV-B Lux asset contribution to Consolidated Master Fund; Clarendon to deliver final NAV report for Fund IV-B Lux as of contribution date
November 1, 2025	Step 4: Fund V-A Cayman and Fund V-B Lux asset contributions to Consolidated Master Fund; Clarendon to deliver final NAV reports for Fund V-A Cayman and Fund V-B Lux as of contribution date
December 1, 2025	Step 5: Dissolution of all four Legacy Offshore Vehicles; terminal investor statements; completion of investor record transition to new feeder entities

CALDERWOOD & HARKNESS LLP Attorneys at Law
600 Lexington Avenue, 38th Floor New York, New York 10022
Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com
June 16, 2025
Via Email and International Courier
Ms. Rachel Okonkwo Client Relationship Director Clarendon Fund Services Ltd. Windward 3, Regatta Office Park West Bay Road George Town, Grand Cayman KY1-1108
Re: Notification of Cross-Border Fund-Platform Reorganization — Transition of Fund Administration for Solara Digital Infrastructure LP Offshore Vehicles
Dear Ms. Okonkwo:
1. Introduction and Purpose of Letter
Calderwood & Harkness LLP serves as U.S. tax counsel to Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership with its principal offices at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801, and to its affiliated fund vehicles. We write this letter on behalf of Solara and its general partner, Solara Digital Infrastructure GP LLC (EIN 82-4917365), at the direction of Viktor Raines, Managing Partner and Founder of Solara, and with the coordination of Stefan Dalmqvist, Head of Tax, and Priya Narasimhan, General Counsel.
The purpose of this letter is to formally notify Clarendon Fund Services Ltd. ("Clarendon"), in its capacity as fund administrator for Solara's offshore fund vehicles, of a planned cross-border reorganization of the Solara fund platform (the "Reorganization"). This letter describes the anticipated impact of the Reorganization on the fund administration, net asset value ("NAV") calculation, investor reporting, and related services currently provided by Clarendon under its existing fund administration agreements with the Solara offshore vehicles. The Reorganization will affect all four of the offshore fund vehicles for which Clarendon currently serves as fund administrator, as described in greater detail below.
We note at the outset that the Reorganization has received preliminary consent from the LP Advisory Committee ("LPAC") of each relevant fund. At the LPAC meeting held on April 22, 2025, members representing approximately 78% in interest of the aggregate capital commitments of the affected vehicles voted in favor of proceeding with the Reorganization, subject to the completion of customary due diligence and legal structuring. Formal limited partner consents are currently being solicited in accordance with the consent procedures set forth in each vehicle's limited partnership agreement or partnership agreement, as applicable, and we anticipate obtaining the requisite consents prior to the target implementation dates set forth herein.
We appreciate Clarendon's longstanding service to the Solara fund platform and recognize the critical role that Clarendon plays in the administration of the offshore vehicles. We are committed to working collaboratively with Clarendon throughout this transition to ensure continuity of service to our limited partners and compliance with all regulatory and contractual obligations.
2. Overview of Current Fund Structure and Clarendon's Existing Mandate
2.1 Current Offshore Fund Vehicles Administered by Clarendon
Clarendon currently provides fund administration services for each of the following four offshore fund vehicles within the Solara platform (collectively, the "Legacy Offshore Vehicles"):
(a) Solara Digital Partners Fund IV-A (Cayman) LP ("Fund IV-A Cayman"). Fund IV-A Cayman is a Cayman Islands exempted limited partnership with its registered office at Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111. Fund IV-A Cayman has aggregate capital commitments of approximately $1.85 billion and serves as the parallel fund vehicle for non-U.S. investors and U.S. tax-exempt investors participating in Solara Digital Partners Fund IV. The general partner of Fund IV-A Cayman is Solara Offshore GP Ltd., a Cayman Islands exempted company. Fund IV-A Cayman is registered with the Cayman Islands Monetary Authority ("CIMA") under registration number MF-72491 and holds U.S. Employer Identification Number 98-6241503.
(b) Solara Digital Partners Fund IV-B (Luxembourg) SCSp ("Fund IV-B Lux"). Fund IV-B Lux is a Luxembourg special limited partnership (société en commandite spéciale) with its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg. Fund IV-B Lux has aggregate capital commitments of approximately €1.15 billion (approximately $1.24 billion at an exchange rate of 1.08 EUR/USD) and operates as a parallel vehicle primarily for European institutional investors participating in Solara Digital Partners Fund IV. The general partner (gérant) of Fund IV-B Lux is Solara Luxembourg Management S.à r.l., registered with the Luxembourg Registre de Commerce et des Sociétés ("RCS") under number B 248194. Fund IV-B Lux is itself registered with the RCS under number B 248193 and holds U.S. Employer Identification Number 98-6241571.
(c) Solara Digital Partners Fund V-A (Cayman) LP ("Fund V-A Cayman"). Fund V-A Cayman is a Cayman Islands exempted limited partnership with its registered office at Harborstone Corporate Services Ltd., George Town, Grand Cayman. Fund V-A Cayman has aggregate capital commitments of approximately $2.45 billion and serves as the parallel fund vehicle for non-U.S. investors and U.S. tax-exempt investors participating in Solara Digital Partners Fund V. Fund V-A Cayman is registered with CIMA under registration number MF-89103 and holds U.S. Employer Identification Number 98-7891234.
(d) Solara Digital Partners Fund V-B (Luxembourg) SCSp ("Fund V-B Lux"). Fund V-B Lux is a Luxembourg special limited partnership (société en commandite spéciale) with its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg. Fund V-B Lux has aggregate capital commitments of approximately €1.38 billion (approximately $1.49 billion at an exchange rate of 1.08 EUR/USD) and operates as a parallel vehicle for European institutional investors participating in Solara Digital Partners Fund V. Fund V-B Lux is registered with the RCS under number B 271056 and holds U.S. Employer Identification Number 98-7891267.
2.2 Summary of Existing Administrative Services
Under its existing fund administration agreements with each of the Legacy Offshore Vehicles, Clarendon provides the following administrative services (among others):
• NAV Calculation. Periodic net asset value calculation for each offshore vehicle, including valuation of portfolio company interests, cash and cash equivalents, and other assets and liabilities, in accordance with the valuation policies set forth in each vehicle's governing documents and the applicable fund administration agreement.
• Investor Reporting. Preparation and distribution of capital account statements, investor correspondence, and related communications to each limited partner invested through the Legacy Offshore Vehicles, including support for K-1 distribution packages for U.S. tax-reporting purposes.
• Capital Call and Distribution Processing. Processing of capital calls issued by the general partner of each vehicle and administration of distribution payments to limited partners, including calculation of each limited partner's pro rata share.
• AML/KYC Maintenance. Ongoing maintenance of anti-money laundering and know-your-customer records for each investor in the Legacy Offshore Vehicles, in compliance with applicable Cayman Islands, Luxembourg, and U.S. regulatory requirements.
• Regulatory Reporting Support. Preparation and filing support for regulatory reporting obligations, including compliance with the U.S. Foreign Account Tax Compliance Act ("FATCA") and the OECD Common Reporting Standard ("CRS"), as applicable to each vehicle.
We note for reference that the aggregate fund size of the four Legacy Offshore Vehicles administered by Clarendon is approximately $7.03 billion, calculated as the sum of Fund IV-A Cayman ($1.85 billion), Fund IV-B Lux ($1.24 billion), Fund V-A Cayman ($2.45 billion), and Fund V-B Lux ($1.49 billion). Clarendon's administration of these vehicles represents a substantial portion of the overall Solara fund platform's third-party administration arrangements.
2.3 Key Investor Categories Served Through Offshore Vehicles
The Legacy Offshore Vehicles serve two primary categories of limited partners, each of which has specific structural and tax-planning requirements that must be preserved through the Reorganization:
(a) Non-U.S. Investors. The Cayman and Luxembourg parallel vehicles serve as the primary investment vehicles for non-U.S. limited partners seeking exposure to the Solara platform without incurring direct U.S. trade or business income or filing obligations. Key non-U.S. investors include, among others:
• Nordhaven Sovereign Wealth Fund (a sovereign wealth fund of the Kingdom of Nordhaven), which has committed $380 million to Fund IV-A Cayman and $500 million to Fund V-A Cayman, for an aggregate commitment of $880 million across the Solara platform;
• Kestrel Pacific Insurance Group (a Singapore-domiciled insurance group), which has committed €200 million to Fund IV-B Lux and €275 million to Fund V-B Lux, for an aggregate commitment of €475 million (approximately $513 million at 1.08 EUR/USD) across the Solara platform.
(b) U.S. Tax-Exempt Investors. Certain U.S. tax-exempt investors — including public pension funds and university endowments — invest through the Cayman parallel vehicles as a mechanism to mitigate exposure to unrelated business taxable income ("UBTI") under Sections 511–514 of the Internal Revenue Code of 1986, as amended (the "Code"). Key U.S. tax-exempt investors include, among others:
• Pinnacle State Employees' Retirement System, which has committed $275 million to Fund IV (invested through Fund IV-A Cayman) and $340 million to Fund V (invested through Fund V-A Cayman), for an aggregate commitment of $615 million;
• Grandview University Endowment, which has committed $120 million to Fund IV (invested through Fund IV-A Cayman) and $185 million to Fund V (invested through Fund V-A Cayman), for an aggregate commitment of $305 million.
The Reorganization is designed, in part, to preserve the structural protections relied upon by each of these investor categories while simplifying the overall fund architecture, as described below.
3. Description of the Planned Reorganization
3.1 Business Rationale
The Reorganization is driven by several strategic, operational, and regulatory considerations:
(a) Operational Cost Reduction. Solara currently incurs approximately $3.8 million annually in duplicative offshore administration, audit, and regulatory fees arising from the maintenance of parallel fund structures across the Cayman Islands and Luxembourg for each of Fund IV and Fund V. The Reorganization is expected to yield significant cost savings by consolidating investment activity into a single master fund vehicle with two dedicated feeder funds, thereby reducing the number of separately administered entities, eliminating duplicative regulatory filings, and streamlining audit engagements.
(b) OECD Pillar Two GloBE Rules. The forthcoming implementation of the OECD's Pillar Two Global Anti-Base Erosion ("GloBE") rules — which are effective for Luxembourg entities commencing with fiscal year 2025 — will diminish the structural tax benefits historically associated with the Luxembourg SCSp vehicles. As the GloBE rules impose a minimum effective tax rate of 15% on in-scope multinational enterprises, the incremental tax efficiency previously achieved through the Luxembourg structures is expected to erode. The Reorganization addresses this development by consolidating offshore investment activity into a Cayman-domiciled feeder structure, which is more consistent with the post-GloBE regulatory environment.
(c) Simplified FATCA and CRS Compliance. The consolidation of four separate reporting entities into two feeder vehicles is expected to simplify the fund platform's compliance with FATCA and CRS reporting obligations, reducing the administrative burden on both Clarendon and Solara's internal compliance team.
(d) LP-Requested Governance Simplification. Several of Solara's largest limited partners have expressed a preference for a simplified governance structure that reduces the number of separate fund entities in which they hold interests, facilitates consolidated reporting, and provides greater transparency into the overall portfolio.
(e) Scale of the Solara Platform. Solara's overall assets under management ("AUM") have grown to approximately $14.7 billion as of March 31, 2025, deployed across digital infrastructure investments — including data centers, fiber-optic network assets, and edge computing facilities — as well as enterprise software-as-a-service ("SaaS") verticals. At this scale, the complexity and cost of maintaining multiple parallel offshore structures is no longer justified by the incremental benefits.
3.2 Summary of the Five-Step Reorganization
The Reorganization will be implemented in five sequential steps, each of which is described below with its target completion date. A summary timeline chart is enclosed with this letter for ease of reference.
Step 1 — Formation of New Entities (Target: September 15, 2025)
The following new entities will be formed in connection with the Reorganization:
(i) Solara Consolidated Master Fund GP LLC, a Delaware limited liability company, which will serve as the general partner of the new master fund vehicle;
(ii) Solara Consolidated Master Fund LP (the "Consolidated Master Fund" or "Master Fund"), a Delaware limited partnership, which will serve as the central master fund vehicle into which all offshore portfolio assets will be contributed;
(iii) Solara International Feeder (Cayman) LP (the "International Feeder"), a Cayman Islands exempted limited partnership, which will serve as the feeder vehicle for non-U.S. investors currently invested through the Legacy Offshore Vehicles; and
(iv) Solara Tax-Exempt Feeder (Cayman) LP (the "Tax-Exempt Feeder"), a Cayman Islands exempted limited partnership, which will serve as the feeder vehicle for U.S. tax-exempt investors (including pension funds and university endowments) to mitigate UBTI concerns under Sections 511–514 of the Code.
Form 8832 entity classification elections (commonly referred to as "check-the-box" elections) will be filed with the Internal Revenue Service for each new entity, electing classification as a partnership for U.S. federal income tax purposes effective as of the date of formation.
Step 2 — Contribution of Fund IV-A Cayman Assets (Target: October 1, 2025)
Fund IV-A (Cayman) LP will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund. The aggregate fair market value of the assets to be contributed by Fund IV-A Cayman is approximately $2.31 billion, with an aggregate adjusted tax basis of approximately $1.62 billion, resulting in aggregate built-in gain of approximately $690 million. The principal portfolio company interests held by Fund IV-A Cayman and subject to this contribution include, among others:
• NovaBright Data Systems Inc. — Fund IV-A Cayman holds a 60% equity interest. Fair market value: approximately $890 million. Adjusted tax basis: approximately $520 million. Built-in gain: approximately $370 million.
• Thorngate Fiber Networks LP — Fund IV-A Cayman holds a 100% equity interest. Fair market value: approximately $670 million. Adjusted tax basis: approximately $490 million. Built-in gain: approximately $180 million.
• Additional portfolio company interests with an aggregate fair market value of approximately $750 million and aggregate adjusted tax basis of approximately $610 million.
Step 3 — Contribution of Fund IV-B Luxembourg Assets (Target: October 15, 2025)
Fund IV-B (Luxembourg) SCSp will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund. The aggregate fair market value of the assets to be contributed by Fund IV-B Lux is approximately €1.07 billion (approximately $1.16 billion at 1.08 EUR/USD), with an aggregate adjusted tax basis of approximately €782 million (approximately $844.6 million), resulting in aggregate built-in gain of approximately €288 million (approximately $311 million). The principal portfolio company interests held by Fund IV-B Lux and subject to this contribution include, among others:
• Crestline Cloud Solutions LLC — Fund IV-B Lux holds a 100% equity interest. Fair market value: approximately €340 million (approximately $367 million). Adjusted tax basis: approximately €195 million (approximately $211 million). Built-in gain: approximately €145 million (approximately $157 million).
• Additional portfolio company interests with an aggregate fair market value of approximately €730 million (approximately $788 million) and aggregate adjusted tax basis of approximately €587 million (approximately $634 million).
Step 4 — Contribution of Fund V Offshore Assets (Target: November 1, 2025)
Both Fund V offshore vehicles will contribute their respective portfolio assets to the Consolidated Master Fund LP simultaneously:
(i) Fund V-A (Cayman) LP will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest. The aggregate fair market value of the assets to be contributed by Fund V-A Cayman is approximately $2.89 billion, with an aggregate adjusted tax basis of approximately $2.34 billion, resulting in aggregate built-in gain of approximately $550 million. The principal portfolio company interests include, among others:
• Veridian Edge Computing Corp. — Fund V-A Cayman holds a 55% equity interest. Fair market value: approximately $1.12 billion. Adjusted tax basis: approximately $780 million. Built-in gain: approximately $340 million.
• Helix SaaS Holdings Ltd. — Fund V-A Cayman holds a 100% equity interest. Fair market value: approximately $445 million. Adjusted tax basis: approximately $310 million. Built-in gain: approximately $135 million.
• Additional portfolio company interests with an aggregate fair market value of approximately $1.325 billion and aggregate adjusted tax basis of approximately $1.25 billion.
(ii) Fund V-B (Luxembourg) SCSp will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest. The aggregate fair market value of the assets to be contributed by Fund V-B Lux is approximately €1.29 billion (approximately $1.39 billion at 1.08 EUR/USD), with an aggregate adjusted tax basis of approximately €1.14 billion (approximately $1.23 billion), resulting in aggregate built-in gain of approximately €150 million (approximately $162 million).
Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target: December 1, 2025)
Upon completion of the asset contributions in Steps 2 through 4, each of the four Legacy Offshore Vehicles — Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp — will be dissolved in accordance with its governing documents and applicable law. In connection with the dissolution of each Legacy Offshore Vehicle, the limited partnership interest in the Consolidated Master Fund received by such vehicle in the relevant contribution step will be distributed to its existing limited partners.
Following the dissolution and distribution:
• Non-U.S. limited partners will roll their interests into the newly formed Solara International Feeder (Cayman) LP, which will invest as a limited partner of the Consolidated Master Fund.
• U.S. tax-exempt limited partners (including pension funds and endowments) will roll their interests into the newly formed Solara Tax-Exempt Feeder (Cayman) LP, which will similarly invest as a limited partner of the Consolidated Master Fund.
• U.S. taxable investors will remain directly in the existing domestic fund vehicles — Solara Digital Partners Fund IV LP and Solara Digital Partners Fund V LP — which will co-invest alongside the Consolidated Master Fund. The domestic fund vehicles are not the subject of this notification, as they are not administered by Clarendon.
The resulting post-reorganization structure will consist of two Cayman feeder LPs (the International Feeder and the Tax-Exempt Feeder) feeding into the Consolidated Master Fund LP, with U.S. taxable investors continuing to hold direct interests in the domestic fund vehicles that co-invest alongside the Master Fund.
3.3 Aggregate Financial Summary of the Reorganization
The following table summarizes the aggregate financial parameters of the Reorganization across all Legacy Offshore Vehicles:
These figures are based on valuations as of March 31, 2025, and will be updated as of the applicable contribution dates in Steps 2 through 4. Clarendon's role in supporting final NAV calculations at each step date will be critical to ensuring that the reorganization ledger entries are properly reconciled.
3.4 Regulatory and Tax Treatment
The tax treatment of the Reorganization is the subject of a private letter ruling ("PLR") request that is currently being prepared by Calderwood & Harkness LLP for submission to the Internal Revenue Service. The target submission date for the PLR request is August 15, 2025. The PLR request will seek confirmation, among other things, that:
(a) The contributions of portfolio assets by the Legacy Offshore Vehicles to the Consolidated Master Fund LP in Steps 2 through 4 will be treated as tax-free contributions under Section 721(a) of the Code, with the Consolidated Master Fund taking a carryover basis in the contributed assets under Section 723 of the Code and a holding period that includes the contributing vehicle's holding period under Section 1223(2) of the Code;
(b) The distributions of limited partnership interests in the Consolidated Master Fund to the limited partners of the Legacy Offshore Vehicles in Step 5 will be treated as tax-free distributions under Section 731(a) of the Code, subject to the limitations set forth in Section 731(a)(1) (relating to money distributions in excess of basis) and Section 737 (relating to pre-contribution gain); and
(c) No gain or loss will be recognized by any limited partner solely by reason of the Reorganization, except to the extent that a limited partner receives money (within the meaning of Section 752(b) of the Code) in excess of such partner's adjusted basis in its partnership interest.
Clarendon should be aware that the PLR process may require the production of detailed financial data, tax-basis schedules, and investor-level information, and that such requests will be coordinated through Caldwell Pierce & Co. LLP, Solara's independent accounting firm, as described in Section 5 below.
The following additional regulatory workstreams are being managed by other advisors in parallel with this notification:
• Cayman Islands Regulatory Matters. The deregistration of Fund IV-A Cayman and Fund V-A Cayman with CIMA, and the new CIMA registrations for the International Feeder and the Tax-Exempt Feeder, are being handled by Meridian Offshore Legal (contact: Fiona McAllister, Partner).
• Luxembourg Dissolution and Regulatory Matters. The dissolution of Fund IV-B (Luxembourg) SCSp and Fund V-B (Luxembourg) SCSp, including the required notification to the Commission de Surveillance du Secteur Financier ("CSSF") and deregistration with the RCS, are being handled by Veldhuis & Gérard S.à r.l. (contact: Marc Gérard, Partner).
4. Impact on Clarendon's Fund Administration Services
4.1 Vehicles Being Wound Down
As a consequence of the Reorganization, Clarendon's existing fund administration mandates for each of the four Legacy Offshore Vehicles will be terminated upon the dissolution of each such vehicle in Step 5 of the Reorganization, with a target effective date of December 1, 2025. We recognize that the termination of these mandates represents a significant change to the existing relationship between Clarendon and the Solara fund platform, and we wish to address this transition thoughtfully and collaboratively.
Until the dissolution of each Legacy Offshore Vehicle, Clarendon is requested to continue performing all existing administrative services for such vehicle without interruption, including all NAV calculations, investor reporting, capital call and distribution processing, AML/KYC maintenance, and regulatory reporting support as described in Section 2.2 above. It is essential that no disruption to investor-facing services occur during the transition period, and Solara expects that Clarendon will maintain its customary service levels throughout.
In addition to its ongoing administrative responsibilities, Clarendon is requested to prepare and deliver final NAV calculations and terminal investor statements for each Legacy Offshore Vehicle as of the applicable contribution dates and the dissolution date, as described in Section 4.2 below.
4.2 Transition of NAV Calculation
Upon the contribution of portfolio assets by each Legacy Offshore Vehicle to the Consolidated Master Fund LP (Steps 2 through 4, spanning October 1 through November 1, 2025), the NAV calculation for the contributed assets will need to transition from the contributing Legacy Offshore Vehicle to the Consolidated Master Fund LP. The precise mechanics of this transition will depend on the scope of Clarendon's prospective engagement with respect to the new entities (as discussed in Section 4.3 below), but Solara anticipates the following general framework:
(a) Final NAV Reports for Legacy Vehicles. Clarendon is requested to prepare and deliver a final NAV report for each Legacy Offshore Vehicle as of the date of its respective asset contribution:
• Fund IV-A Cayman: as of October 1, 2025 (Step 2);
• Fund IV-B Lux: as of October 15, 2025 (Step 3);
• Fund V-A Cayman: as of November 1, 2025 (Step 4);
• Fund V-B Lux: as of November 1, 2025 (Step 4).
In addition, Clarendon is requested to prepare and deliver a terminal NAV report for each Legacy Offshore Vehicle as of the dissolution date of December 1, 2025, reflecting the vehicle's interest in the Consolidated Master Fund received in exchange for the contributed assets.
(b) Parallel NAV Calculations During Transition Period. During the transition period from October 1 to December 1, 2025, Clarendon may be required to maintain parallel NAV calculations for both the Legacy Offshore Vehicles — which, following each contribution, will hold a limited partnership interest in the Consolidated Master Fund rather than direct portfolio assets — and for any interim reporting requirements of the Consolidated Master Fund or the new feeder entities. Solara acknowledges that this parallel-run period may impose additional operational demands on Clarendon's team and will work with Clarendon to define the precise scope of parallel reporting obligations in the transition plan contemplated by Section 6 of this letter.
(c) Coordination with Redstone Advisory Group LLC. Solara has engaged Redstone Advisory Group LLC ("Redstone") to prepare independent fair market value appraisals of all portfolio company interests held by the Legacy Offshore Vehicles as of the applicable contribution dates. The primary contact at Redstone is Marco DeLuca, Managing Director, located at 750 Seventh Avenue, 21st Floor, New York, New York 10019. Clarendon is requested to coordinate with Redstone as needed on valuation inputs, historical cost data, and any other information necessary to support the completion of the appraisals. Clarendon should direct any questions regarding the scope or methodology of the Redstone engagement to Stefan Dalmqvist at Solara.
4.3 New Fund Administration Mandate — Prospective Engagement
While the Reorganization will result in the termination of Clarendon's existing mandates for the Legacy Offshore Vehicles, Solara anticipates engaging Clarendon to provide fund administration services for the two newly formed Cayman feeder entities on a go-forward basis. Specifically, Solara anticipates that Clarendon would serve as fund administrator for:
(i) Solara International Feeder (Cayman) LP, providing NAV calculation, investor reporting, AML/KYC maintenance, regulatory reporting (FATCA/CRS), and capital call and distribution processing services for non-U.S. limited partners; and
(ii) Solara Tax-Exempt Feeder (Cayman) LP, providing the same scope of services for U.S. tax-exempt limited partners.
In addition, Solara wishes to discuss with Clarendon the possibility of Clarendon serving as fund administrator for the Delaware-domiciled Solara Consolidated Master Fund LP. This determination will depend, among other factors, on whether Solara elects to handle administration of the Master Fund through its internal operations team or to engage a third-party administrator. We anticipate making this determination in the coming weeks.
Clarendon is requested to prepare and submit a comprehensive proposal for the prospective new administration mandate, including:
• the proposed scope of services for each new entity;
• a detailed fee schedule, including any implementation or transition fees;
• an implementation timeline, including technology onboarding, data migration, and testing;
• proposed staffing and the identification of dedicated client service personnel; and
• any modifications to Clarendon's standard fund administration agreement that may be warranted by the master-feeder structure.
The proposal should be submitted to Douglas Wexford, Chief Financial Officer, and Meredith Tsao, Chief Operating Officer, at the Solara address indicated in Section 8 of this letter, no later than August 1, 2025. Solara's target is for new administration arrangements to be fully in place by September 15, 2025, coinciding with the formation of the new entities in Step 1 of the Reorganization.
4.4 Investor Reporting Transition
One of the most operationally significant aspects of the Reorganization from an administrative perspective is the transition of investor reporting from the Legacy Offshore Vehicles to the new feeder entities.
Currently, Clarendon prepares and distributes capital account statements and investor correspondence for all limited partners invested through the four Legacy Offshore Vehicles. Post-reorganization, the investor reporting framework will be restructured as follows:
• Non-U.S. Investors (including Nordhaven Sovereign Wealth Fund, Kestrel Pacific Insurance Group, and all other non-U.S. limited partners currently invested through the Cayman and Luxembourg Legacy Offshore Vehicles) will receive reporting through the Solara International Feeder (Cayman) LP.
• U.S. Tax-Exempt Investors (including Pinnacle State Employees' Retirement System, Grandview University Endowment, and all other U.S. tax-exempt limited partners currently invested through the Cayman Legacy Offshore Vehicles) will receive reporting through the Solara Tax-Exempt Feeder (Cayman) LP.
To ensure a seamless transition, Clarendon is requested to work with Solara's internal investor relations and operations teams to complete the following:
(a) Investor Mapping. Clarendon should prepare a comprehensive mapping of each existing limited partner from its current Legacy Offshore Vehicle reporting framework to the appropriate new feeder entity reporting framework. This mapping should account for any limited partners that hold interests in more than one Legacy Offshore Vehicle and should be coordinated with Solara's investor relations team to confirm the classification of each investor (non-U.S. versus U.S. tax-exempt).
(b) Transition of Investor Records and Data. All investor records, AML/KYC files, and historical data currently maintained by Clarendon in connection with the Legacy Offshore Vehicles must be transitioned to the records of the new feeder entities on or before December 1, 2025. This includes subscription documentation, investor correspondence, capital call and distribution records, and all other information necessary to maintain continuity of the investor relationship.
(c) FATCA and CRS Reporting. Clarendon must complete all FATCA and CRS reporting obligations for the Legacy Offshore Vehicles through the dissolution date. Going forward, FATCA and CRS reporting will be the responsibility of the new feeder entities, and Solara anticipates that the consolidated structure will simplify these obligations by reducing the number of reporting entities from four to two. Clarendon should plan for the orderly transition of reporting accounts and related data from the Legacy Vehicles to the new feeders.
4.5 Capital Call and Distribution Processing
Any remaining unfunded capital commitments in the Legacy Offshore Vehicles as of the dissolution date will be assumed by the new feeder entities, with each limited partner's unfunded commitment carrying over to the appropriate feeder (International Feeder or Tax-Exempt Feeder) in accordance with the terms of the Reorganization and the applicable consent documentation.
Clarendon should be aware that each of the Legacy Offshore Vehicles is party to subscription credit facility arrangements, and that the transition of these facilities is being managed in connection with the Reorganization. Specifically:
• The Fund IV subscription credit facility (aggregate commitment: $1.1 billion) is provided by Ashford National Bank, N.A. Lender consents are currently being obtained for the Reorganization.
• The Fund V subscription credit facility (aggregate commitment: $1.5 billion) is also provided by Ashford National Bank, N.A., with participation by Sentinel Capital Markets LLC. Lender consents are likewise being obtained.
Clarendon is requested to coordinate with the following individuals at the relevant lending institutions regarding any administrative aspects of the credit facility transition that intersect with Clarendon's fund administration responsibilities:
• Ashford National Bank, N.A. — Thomas Greenleaf, Managing Director, Fund Finance, 225 West Wacker Drive, Suite 5000, Chicago, Illinois 60606.
• Sentinel Capital Markets LLC — Laura Pak, Vice President, One Bryant Park, 42nd Floor, New York, New York 10036.
Any coordination with these institutions should be conducted in consultation with Solara's CFO, Douglas Wexford, and General Counsel, Priya Narasimhan, to ensure that all communications are consistent with the terms of the lender consent process.
5. Coordination with Other Advisors
The Reorganization involves a number of external advisors in addition to Calderwood & Harkness LLP and Clarendon. To facilitate efficient coordination and avoid unnecessary duplication of effort, we set forth below the key advisors with whom Clarendon may interact during the transition, along with the nature of their engagement and relevant contact information:
(a) Calderwood & Harkness LLP. Calderwood & Harkness serves as U.S. tax counsel to Solara and is the primary coordinating counsel for the Reorganization. Leonard Cross (Responsible Partner, Tax) and Robert Jansen (Lead Associate, Tax) will serve as the principal points of contact. Calderwood & Harkness may from time to time direct requests to Clarendon for information or documentation in connection with the PLR filing, the structuring of the Reorganization, or related tax matters. Clarendon should treat any such requests as having been authorized by Solara.
(b) Caldwell Pierce & Co. LLP. Caldwell Pierce serves as Solara's independent accounting firm and is responsible for the preparation of PLR exhibits, tax-basis schedules, and tax compliance deliverables in connection with the Reorganization. The primary contact is Helen Okamoto, Partner, Financial Services Tax, located at 400 Renaissance Center, Suite 2500, Detroit, Michigan 48243. Caldwell Pierce may request financial data, tax-basis information, historical capital account records, and other information from Clarendon in support of its work. Clarendon is requested to cooperate fully with any such requests.
(c) Meridian Offshore Legal. Meridian Offshore Legal serves as Cayman Islands counsel to Solara and is responsible for the CIMA deregistration of Fund IV-A Cayman and Fund V-A Cayman and the new CIMA registrations for the International Feeder and the Tax-Exempt Feeder. The primary contact is Fiona McAllister, Partner. Clarendon may be asked to provide documentation or information in support of the CIMA filings and should coordinate with Meridian Offshore Legal as necessary.
(d) Whitfield, Carruthers & Doyle LLP. Whitfield, Carruthers & Doyle serves as independent counsel to the LP Advisory Committee. The primary contact is Diana Carruthers, Partner. Whitfield, Carruthers & Doyle may from time to time request investor-related information in connection with its representation of the LPAC; any such requests will be channeled through Solara's General Counsel, Priya Narasimhan, and Clarendon should not respond to direct inquiries from LPAC counsel without Solara's prior authorization.
(e) Hawkstone Specialty Insurance Co. Hawkstone Specialty Insurance Co. is the carrier for the Solara fund platform's directors' and officers' liability and errors and omissions insurance coverage. The primary contact is Neil Braddock, Senior Underwriter, located at 100 Constitution Plaza, Hartford, Connecticut 06103. Hawkstone is being notified separately regarding endorsements to the existing $50 million aggregate D&O/E&O policy to extend coverage to the newly formed entities. Clarendon's interaction with Hawkstone is expected to be limited, but Clarendon should be aware of the insurance arrangements in the event that any coverage-related questions arise during the transition.
6. Requested Actions and Timeline
In light of the foregoing, Solara and Calderwood & Harkness respectfully request that Clarendon Fund Services Ltd. undertake the following specific actions in connection with the Reorganization:
1. Acknowledge Receipt. Acknowledge receipt of this notification letter and confirm Clarendon's understanding of the Reorganization timeline and its anticipated impact on Clarendon's existing fund administration mandates.
2. Identify Transition Team. Identify a dedicated transition team within Clarendon and designate a primary point of contact for all matters relating to the Reorganization. Please provide the names, titles, and contact information for all team members.
3. Prepare Transition Plan. Prepare and deliver a comprehensive transition plan for NAV calculation and investor reporting, including a detailed description of parallel-run period logistics, data migration procedures, and quality assurance protocols, by no later than August 15, 2025.
4. Submit New Administration Proposal. Prepare and submit a proposal for the prospective new administration mandate (encompassing the International Feeder, the Tax-Exempt Feeder, and potentially the Consolidated Master Fund) to Douglas Wexford (CFO) and Meredith Tsao (COO) by no later than August 1, 2025.
5. Coordinate with Redstone Advisory Group LLC. Coordinate with Marco DeLuca and his team at Redstone Advisory Group LLC on valuation inputs and historical cost data required for the independent fair market value appraisals of all portfolio company interests.
6. Coordinate with Caldwell Pierce & Co. LLP. Cooperate with Helen Okamoto and her team at Caldwell Pierce & Co. LLP on any financial data requests, tax-basis schedules, and other information required in connection with the PLR filing and ongoing tax compliance work.
7. Prepare Final NAV Reports and Terminal Investor Statements. Ensure that all final NAV reports and terminal investor statements are prepared for each Legacy Offshore Vehicle as of each applicable step date (October 1, October 15, and November 1, 2025) and as of the dissolution date (December 1, 2025).
8. Complete Investor Data Transition. Complete the transition of all investor records, AML/KYC files, FATCA/CRS data, and historical data from the Legacy Offshore Vehicles to the new feeder entities on or before December 1, 2025.
9. Continue Existing Services. Continue performing all existing administrative services for each Legacy Offshore Vehicle without interruption until the date of its dissolution, maintaining customary service levels throughout the transition period.
For ease of reference, the following table summarizes the key dates and corresponding actions:
7. Confidentiality
The contents of this letter and the Reorganization details described herein are confidential and are subject to the applicable confidentiality provisions set forth in Clarendon's existing fund administration agreements with each of the Legacy Offshore Vehicles. Clarendon is reminded of its obligations under those agreements and is instructed not to disclose the Reorganization, its terms, or any related information to any third party without the prior written consent of Solara, except as required by applicable law, regulation, or judicial or administrative process (including any required disclosures to the Cayman Islands Monetary Authority or other applicable regulatory bodies).
All communications regarding the Reorganization should be directed to the contacts identified in Section 8 of this letter. Clarendon should ensure that all personnel with access to information concerning the Reorganization are informed of these confidentiality obligations and comply with them.
8. Contact Information
All communications regarding the Reorganization should be directed to the following individuals:
Primary Client Contacts at Solara Digital Infrastructure LP:
Stefan Dalmqvist, Head of Tax 1200 Market Street, Suite 3400 Wilmington, Delaware 19801
Meredith Tsao, Chief Operating Officer 1200 Market Street, Suite 3400 Wilmington, Delaware 19801
Douglas Wexford, Chief Financial Officer 1200 Market Street, Suite 3400 Wilmington, Delaware 19801
Calderwood & Harkness LLP Contacts:
Leonard Cross, Responsible Partner, Tax 1900 K Street NW, Suite 1100 Washington, DC 20006
Robert Jansen, Lead Associate, Tax 1900 K Street NW, Suite 1100 Washington, DC 20006
Sylvia Hartwell, Billing Partner, Tax 600 Lexington Avenue, 38th Floor New York, New York 10022
Engagement Reference: Calderwood & Harkness Matter No. 20250527-SDILP-PLR
We appreciate Clarendon's continued service to the Solara fund platform and look forward to Clarendon's cooperation and active engagement throughout this transition. The Reorganization represents a significant milestone for Solara, and the successful execution of the administrative transition will be critical to ensuring continuity of service to our shared clients — the limited partners of the Solara funds.
We kindly request that Clarendon provide written acknowledgment of receipt of this letter and confirmation of Clarendon's willingness to support the transition in accordance with the timeline and requested actions set forth herein, no later than July 7, 2025. Please direct your response to Leonard Cross at the address above, with a copy to Stefan Dalmqvist and Meredith Tsao at Solara.
We are available to discuss any questions or concerns that Clarendon may have regarding this letter or the Reorganization at your convenience.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Leonard Cross Partner Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006
cc:
Viktor Raines, Managing Partner, Solara Digital Infrastructure LP Meredith Tsao, Chief Operating Officer, Solara Digital Infrastructure LP Douglas Wexford, Chief Financial Officer, Solara Digital Infrastructure LP Priya Narasimhan, General Counsel, Solara Digital Infrastructure LP Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure LP Sylvia Hartwell, Billing Partner, Calderwood & Harkness LLP Robert Jansen, Lead Associate, Calderwood & Harkness LLP
Enclosures:
(1) Summary timeline of reorganization steps (2) Pre-reorganization organizational chart (3) Post-reorganization organizational chart
Parameter | Amount
Total Fair Market Value of Assets Transferred to Consolidated Master Fund | $7.75 billion
Total Adjusted Tax Basis of Assets Transferred | $6.03 billion
Total Built-in Gain | $1.72 billion
Aggregate Liabilities Assumed by Consolidated Master Fund | $1.34 billion
Total Portfolio Companies Across All Funds | 23 (11 in Fund IV vehicles; 12 in Fund V vehicles)
Date | Action
August 1, 2025 | Clarendon to submit new administration proposal to D. Wexford and M. Tsao
August 15, 2025 | Clarendon to deliver comprehensive transition plan for NAV calculation and investor reporting
September 15, 2025 | Target date for new entity formation (Step 1); new administration arrangements to be in place
October 1, 2025 | Step 2: Fund IV-A Cayman asset contribution to Consolidated Master Fund; Clarendon to deliver final NAV report for Fund IV-A Cayman as of contribution date
October 15, 2025 | Step 3: Fund IV-B Lux asset contribution to Consolidated Master Fund; Clarendon to deliver final NAV report for Fund IV-B Lux as of contribution date
November 1, 2025 | Step 4: Fund V-A Cayman and Fund V-B Lux asset contributions to Consolidated Master Fund; Clarendon to deliver final NAV reports for Fund V-A Cayman and Fund V-B Lux as of contribution date
December 1, 2025 | Step 5: Dissolution of all four Legacy Offshore Vehicles; terminal investor statements; completion of investor record transition to new feeder entities

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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