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

insurance-broker-notification-letter.docx DOCUMENT M&A / Corporate

50 / 86 ← → ✕

Contract analysis Extract to table

CALDERWOOD & HARKNESS LLP

Attorneys at Law

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

1900 K Street NW, Suite 1100 Washington, DC 20006

July 7, 2025

Mr. Neil Braddock Senior Underwriter Hawkstone Specialty Insurance Co. 100 Constitution Plaza Hartford, CT 06103

Re: Notification of Structural Reorganization — Solara Digital Infrastructure LP; Request for Policy Endorsement

Policy Reference: Directors & Officers / Errors & Omissions Liability Coverage Aggregate Policy Limit: $50,000,000 Named Insured: Solara Digital Infrastructure GP LLC and affiliated fund entities

Dear Mr. Braddock:

I. Introduction and Purpose

Calderwood & Harkness LLP serves as U.S. tax counsel to Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Solara Digital Infrastructure GP LLC ("Solara GP"), a Delaware limited liability company (EIN 82-4917365), serves as the general partner of SDILP and is the current named insured under the Directors & Officers and Errors & Omissions liability policies (the "D&O/E&O Policies") issued by Hawkstone Specialty Insurance Co. ("Hawkstone") with an aggregate policy limit of Fifty Million Dollars ($50,000,000).

We write on behalf of Solara to provide formal notification of a planned cross-border fund-platform reorganization (the "Reorganization") and to respectfully request endorsement of the existing D&O/E&O Policies to extend coverage to newly formed entities resulting from the Reorganization, as more fully described herein. Calderwood & Harkness LLP was engaged by Solara effective May 12, 2025, under engagement number 20250527-SDILP-PLR, to prepare and submit a private letter ruling ("PLR") request to the Internal Revenue Service in connection with the Reorganization. The scope of our engagement encompasses the tax structuring, documentation, and submission of the PLR request, as well as coordination with Solara's other professional advisors in furtherance of the Reorganization.

This letter is being sent in accordance with the notification provisions of the D&O/E&O Policies and the insured's contractual obligation to disclose material structural changes affecting the organizational composition of the named insured and its affiliated entities. We believe that the Reorganization, while significant in its structural scope, is fundamentally a consolidation of parallel fund vehicles designed to achieve operational efficiencies and regulatory simplification, and does not represent a change in the nature of Solara's business, investment strategy, or senior management. Nonetheless, because the Reorganization involves the formation of new entities, the contribution of substantial assets, the dissolution of existing covered entities, and the migration of limited partners across fund vehicles, we believe that timely and comprehensive notification to Hawkstone is both prudent and required under the terms of the existing policies.

II. Background — Current Organizational Structure

Solara is a Delaware-based private equity sponsor with approximately $14.7 billion in assets under management as of March 31, 2025. The firm's investment focus is centered on digital infrastructure — including data center development and acquisition, fiber-optic network platforms, and edge computing facilities — as well as enterprise software-as-a-service ("SaaS") platforms serving the technology, telecommunications, and financial services sectors.

Solara was founded on March 17, 2014, by Viktor Raines, who continues to serve as Managing Partner & Founder. Since its inception, Solara has established itself as a leading investor in digital infrastructure assets across North America, Europe, and the Asia-Pacific region, deploying capital through a series of institutional-grade fund vehicles across multiple jurisdictions.

The key officers of Solara GP, each of whom is insured under the existing D&O/E&O Policies, are as follows:

• Viktor Raines — Managing Partner & Founder

• Meredith Tsao — Chief Operating Officer

• Douglas Wexford — Chief Financial Officer

• Priya Narasimhan — General Counsel

• Stefan Dalmqvist — Head of Tax

Solara currently operates through six parallel fund vehicles organized across three jurisdictions — Delaware, the Cayman Islands, and Luxembourg — to accommodate the diverse tax, regulatory, and structural requirements of its global investor base. The parallel fund structure was originally designed to segregate U.S. taxable investors, non-U.S. investors, and U.S. tax-exempt investors into separate vehicles in order to optimize tax efficiency and regulatory compliance. The current fund complex is organized as follows:

A. Fund IV Complex (Vintage 2021; Final Close June 15, 2021)

1. Solara Digital Partners Fund IV LP — A Delaware limited partnership with aggregate capital commitments of $4.2 billion, approximately 72% deployed as of the date of this letter. The general partner of Fund IV LP is Solara Digital Infrastructure GP LLC.

2. Solara Digital Partners Fund IV-A (Cayman) LP — A Cayman Islands exempted limited partnership with aggregate capital commitments of $1.85 billion. Fund IV-A serves as the parallel fund vehicle for non-U.S. investors and U.S. tax-exempt investors seeking to mitigate unrelated business taxable income ("UBTI") exposure. The general partner of Fund IV-A is Solara Offshore GP Ltd., a Cayman Islands exempted company 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 is registered with the Cayman Islands Monetary Authority ("CIMA") under registration number MF-72491.

3. Solara Digital Partners Fund IV-B (Luxembourg) SCSp — A Luxembourg special limited partnership (société en commandite spéciale) with aggregate capital commitments of €1.15 billion (approximately $1.24 billion at a EUR/USD exchange rate of 1.08). Fund IV-B was established to accommodate European institutional investors subject to EU regulatory frameworks and preferring a Luxembourg-domiciled vehicle. The general partner of Fund IV-B is Solara Luxembourg Management S.à r.l., with its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg. Fund IV-B is registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, or "RCS") under number B 248193.

B. Fund V Complex (Vintage 2023; Final Close September 30, 2023)

1. Solara Digital Partners Fund V LP — A Delaware limited partnership with aggregate capital commitments of $5.6 billion, approximately 38% deployed as of the date of this letter. The general partner of Fund V LP is Solara Digital Infrastructure GP LLC.

2. Solara Digital Partners Fund V-A (Cayman) LP — A Cayman Islands exempted limited partnership with aggregate capital commitments of $2.45 billion. Fund V-A mirrors the investor accommodation structure of Fund IV-A for the Fund V vintage. Its registered office is maintained at Harborstone Corporate Services Ltd., George Town, Grand Cayman. Fund V-A is registered with CIMA under registration number MF-89103.

3. Solara Digital Partners Fund V-B (Luxembourg) SCSp — A Luxembourg special limited partnership with aggregate capital commitments of €1.38 billion (approximately $1.49 billion at a EUR/USD exchange rate of 1.08). Fund V-B is registered with the RCS under number B 271056, with its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg.

The existing D&O/E&O Policies issued by Hawkstone extend coverage to Solara GP, its officers and directors, and the six fund vehicles enumerated above, as well as to the offshore general partner entities (Solara Offshore GP Ltd. and Solara Luxembourg Management S.à r.l.) and their respective officers and directors. This coverage framework has been in effect since the initial placement of the D&O/E&O Policies and has been renewed and endorsed in connection with the closing of each successive fund.

III. Description of the Proposed Reorganization

A. Business Rationale

The Reorganization is driven by several converging business, regulatory, and operational considerations that the Solara GP board and senior management have identified as compelling grounds for structural consolidation. These considerations include the following:

Operational Cost Reduction. The maintenance of six parallel fund vehicles across three jurisdictions generates significant duplicative costs in the areas of offshore fund administration, statutory audit, regulatory filings, and legal compliance. Solara's internal analysis, conducted in coordination with its fund administrator and independent accounting firm, estimates that the Reorganization will yield annual cost savings of approximately $3.8 million through the elimination of redundant administrative and regulatory expenses associated with the Luxembourg SCSp structures and the consolidation of the Cayman Islands vehicles.

OECD Pillar Two GloBE Rules. The implementation of the OECD/G20 Inclusive Framework's Pillar Two Global Anti-Base Erosion ("GloBE") rules, which became effective for Luxembourg entities beginning in fiscal year 2025 under Grand-Ducal regulations transposing EU Directive 2022/2523, has materially diminished the tax efficiency benefits historically associated with the Luxembourg SCSp fund structures. The imposition of a global minimum effective tax rate of 15% under the Income Inclusion Rule and the Undertaxed Profits Rule has rendered the Luxembourg domiciliation of these vehicles less advantageous than at the time of their formation. The Reorganization addresses this changed regulatory landscape by repatriating the fund assets to a consolidated Delaware-domiciled master fund structure that better reflects the current global tax environment.

Simplified FATCA/CRS Compliance. The operation of fund vehicles across three jurisdictions creates overlapping and, in certain respects, conflicting compliance obligations under the U.S. Foreign Account Tax Compliance Act ("FATCA") and the OECD Common Reporting Standard ("CRS"). The consolidation of offshore vehicles into a streamlined master-feeder structure will reduce the number of reporting entities, simplify the identification and classification of account holders, and reduce the risk of inadvertent reporting errors.

LP-Requested Governance Simplification. A significant majority of Solara's limited partners have expressed a preference for a simplified fund governance structure. At a meeting of the Limited Partner Advisory Committee ("LPAC") held on April 22, 2025, preliminary consent to the exploration and implementation of the Reorganization was obtained from limited partners representing approximately 78% of the aggregate committed capital across the fund complex. The LPAC specifically cited administrative complexity, duplicative reporting, and inconsistent information delivery as concerns that the Reorganization is expected to address.

GP Board Approval. The board of managers of Solara Digital Infrastructure GP LLC approved the formal exploration and planning of the Reorganization at a board meeting held on March 14, 2025. Subsequent board resolutions authorizing the engagement of outside counsel and the commencement of the PLR submission process were adopted at a follow-up meeting on May 5, 2025.

B. Five-Step Reorganization Structure

The Reorganization is structured as a five-step transaction sequence designed to achieve the consolidation of the offshore parallel fund vehicles into a single master fund structure while preserving the tax-free treatment of the underlying asset contributions under Sections 721 and 731 of the Internal Revenue Code of 1986, as amended. The five steps are described in detail below.

Step 1 — Formation of New Entities (Target: September 15, 2025). The first step of the Reorganization involves the formation of four new entities that will constitute the post-reorganization master-feeder fund platform:

(a) Solara Consolidated Master Fund GP LLC — A Delaware limited liability company to be formed under the Delaware Limited Liability Company Act. This entity will serve as the general partner of the new master fund vehicle.

(b) Solara Consolidated Master Fund LP — A Delaware limited partnership to be formed under the Delaware Revised Uniform Limited Partnership Act. This entity will serve as the master fund vehicle and will receive the contributed portfolio assets from the dissolving offshore fund vehicles.

(c) Solara International Feeder (Cayman) LP — A Cayman Islands exempted limited partnership to be formed under the Cayman Islands Exempted Limited Partnership Act (As Revised). This entity will serve as the feeder fund vehicle for non-U.S. investors, including sovereign wealth funds, non-U.S. pension plans, and non-U.S. institutional investors.

(d) Solara Tax-Exempt Feeder (Cayman) LP — A Cayman Islands exempted limited partnership to be formed under the Cayman Islands Exempted Limited Partnership Act (As Revised). This entity will serve as the feeder fund vehicle for U.S. tax-exempt investors, including public and private pension plans, university endowments, and charitable foundations, in order to mitigate UBTI concerns that would otherwise arise from direct investment in a leveraged partnership.

Each of the new entities will file IRS Form 8832 (Entity Classification Election) to elect classification as a partnership for U.S. federal income tax purposes, to the extent such classification is not the default classification under the Treasury Regulations.

Step 2 — Contribution of Fund IV-A Cayman Assets (Target: October 1, 2025). In the second step, Solara Digital Partners Fund IV-A (Cayman) LP will contribute all of its portfolio assets — consisting of limited partnership interests, equity securities, convertible instruments, and other investment assets — to Solara 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 in Step 2 is approximately $2.31 billion. It is intended that this contribution will qualify as a tax-free contribution under Section 721(a) of the Internal Revenue Code.

Step 3 — Contribution of Fund IV-B Luxembourg Assets (Target: October 15, 2025). In the third step, Solara Digital Partners Fund IV-B (Luxembourg) SCSp will contribute all of its portfolio assets to Solara 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 in Step 3 is approximately $1.16 billion (converted at the applicable EUR/USD exchange rate). This contribution is similarly intended to qualify for tax-free treatment under Section 721(a) of the Code.

Step 4 — Contribution of Fund V Offshore Assets (Target: November 1, 2025). In the fourth step, the two Fund V offshore vehicles will contribute their respective portfolio assets to Solara Consolidated Master Fund LP:

(a) Solara Digital Partners Fund V-A (Cayman) LP will contribute all of its portfolio assets (aggregate FMV: approximately $2.89 billion) to the Consolidated Master Fund in exchange for a limited partnership interest therein.

(b) Solara Digital Partners Fund V-B (Luxembourg) SCSp will contribute all of its portfolio assets (aggregate FMV: approximately $1.39 billion) to the Consolidated Master Fund in exchange for a limited partnership interest therein.

Both contributions in Step 4 are intended to qualify for tax-free treatment under Section 721(a) of the Code.

Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target Effective Date: December 1, 2025). In the final step, the four legacy offshore fund 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 their respective governing agreements and the applicable laws of their jurisdictions of formation. In connection with the dissolution:

(a) Non-U.S. limited partners will be migrated into Solara International Feeder (Cayman) LP, which will hold a limited partnership interest in the Consolidated Master Fund on their behalf.

(b) U.S. tax-exempt limited partners (including pension funds, endowments, and other tax-exempt institutional investors) will be migrated into Solara Tax-Exempt Feeder (Cayman) LP, which will hold a limited partnership interest in the Consolidated Master Fund on their behalf.

(c) U.S. taxable investors will remain directly invested in Solara Digital Partners Fund IV LP and Solara Digital Partners Fund V LP, which will co-invest alongside the Consolidated Master Fund through parallel investment arrangements.

Upon completion of Step 5, the offshore general partner entities — Solara Offshore GP Ltd. (Cayman) and Solara Luxembourg Management S.à r.l. — will also be dissolved, as they will no longer serve any operational purpose.

C. Aggregate Financial Summary

The following table summarizes the aggregate financial parameters of the Reorganization:

A private letter ruling request is being prepared for submission to the Internal Revenue Service, with a target submission date of August 15, 2025, to confirm the tax-free treatment of the multi-step Reorganization under Sections 721 and 731 of the Code. The PLR request will address, among other issues, the integrated nature of the five-step transaction, the treatment of the assumed liabilities under Section 752, and the allocation of built-in gain under Section 704(c).

IV. Post-Reorganization Structure — New Entities Requiring Coverage

Upon completion of the Reorganization on or about December 1, 2025, the Solara fund platform will consist of the following entities, each of which will require coverage under the D&O/E&O Policies:

A. Newly Formed Entities Requiring Addition to Coverage

1. Solara Consolidated Master Fund GP LLC — A Delaware limited liability company serving as the general partner of the Consolidated Master Fund. This entity will be managed by Viktor Raines in his capacity as Managing Partner of the Solara platform, and its managers and officers will include certain of the same individuals currently serving as officers of Solara GP.

2. Solara Consolidated Master Fund LP — A Delaware limited partnership serving as the master fund vehicle that will hold the consolidated portfolio assets contributed from the dissolving offshore fund vehicles. The general partner of this entity will be Solara Consolidated Master Fund GP LLC. The registered agent will be Capitol Registered Agents Inc., located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. Following the completion of the asset contributions in Steps 2 through 4, this entity will hold portfolio investments with an aggregate fair market value of approximately $7.75 billion.

3. Solara International Feeder (Cayman) LP — A Cayman Islands exempted limited partnership serving as the feeder fund vehicle for non-U.S. investors. Representative investors expected to participate in the International Feeder include Nordhaven Sovereign Wealth Fund, Kestrel Pacific Insurance Group, and other non-U.S. institutional limited partners currently invested through the existing Cayman and Luxembourg parallel fund vehicles.

4. Solara Tax-Exempt Feeder (Cayman) LP — A Cayman Islands exempted limited partnership serving as the feeder fund vehicle for U.S. tax-exempt investors. Representative investors expected to participate in the Tax-Exempt Feeder include the Pinnacle State Employees' Retirement System and the Grandview University Endowment, among other U.S. tax-exempt institutional limited partners.

B. Entities to Be Dissolved — Run-Off / Tail Coverage

The following entities will be dissolved upon completion of the Reorganization and should be removed from the schedule of named insureds under the D&O/E&O Policies. However, we respectfully request that Hawkstone provide run-off or tail coverage for these entities and their respective officers and directors with respect to any claims arising from acts or omissions occurring during the period of their existence:

1. Solara Digital Partners Fund IV-A (Cayman) LP

2. Solara Digital Partners Fund IV-B (Luxembourg) SCSp

3. Solara Digital Partners Fund V-A (Cayman) LP

4. Solara Digital Partners Fund V-B (Luxembourg) SCSp

5. Solara Offshore GP Ltd. (Cayman Islands exempted company; general partner of the Cayman parallel funds)

6. Solara Luxembourg Management S.à r.l. (general partner of the Luxembourg SCSps)

C. Continuing Entities — No Change Required

The following entities will continue in existence without structural change and should remain covered under the D&O/E&O Policies on the same terms and conditions as currently in effect:

1. Solara Digital Infrastructure LP

2. Solara Digital Infrastructure GP LLC

3. Solara Digital Partners Fund IV LP

4. Solara Digital Partners Fund V LP

V. Specific Request — Policy Endorsement

Based on the foregoing, we respectfully and formally request that Hawkstone Specialty Insurance Co. endorse the existing D&O/E&O Policies (aggregate policy limit: $50,000,000) to reflect the structural changes resulting from the Reorganization. Specifically, we request that Hawkstone take the following actions:

1. Addition of Named Insureds. Add as named insureds under the D&O/E&O Policies the following newly formed entities:

(a) Solara Consolidated Master Fund GP LLC;

(b) Solara Consolidated Master Fund LP;

(d) Solara Tax-Exempt Feeder (Cayman) LP.

2. Extension of Individual Coverage. Extend coverage to the officers, directors, managers, and employees of the newly formed entities, including any individuals who serve in dual capacities across the existing and new entity structures. For the avoidance of doubt, this extension should encompass any individual who serves as an officer or manager of both Solara GP and Solara Consolidated Master Fund GP LLC, or who otherwise holds positions of responsibility within both the legacy and the post-reorganization entity structures.

3. Run-Off / Tail Coverage for Dissolving Entities. Provide run-off or tail coverage for the following dissolving entities and their respective officers, directors, managers, and employees with respect to any claims arising from acts, errors, or omissions occurring during the period of each entity's existence:

(a) Solara Digital Partners Fund IV-A (Cayman) LP;

(b) Solara Digital Partners Fund IV-B (Luxembourg) SCSp;

(d) Solara Digital Partners Fund V-B (Luxembourg) SCSp;

(e) Solara Offshore GP Ltd.; and

(f) Solara Luxembourg Management S.à r.l.

4. Confirmation of No Change of Control. Confirm that the Reorganization — including the formation of new entities, the contribution of portfolio assets, the dissolution of legacy offshore vehicles, and the migration of limited partners across fund vehicles — does not constitute a "change of control," "change in management," or other triggering event under the D&O/E&O Policies that would terminate, limit, modify, or otherwise adversely affect the coverage currently in effect.

We note that the aggregate policy limit of $50,000,000 should remain unchanged unless Hawkstone determines, in its underwriting judgment, that an additional premium or a coverage adjustment is warranted by the structural changes described herein. We respectfully request that Hawkstone confirm either (a) the amount of any additional premium that may be required in connection with the endorsement, or (b) that no additional premium is required and that the endorsement can be processed at the current premium level. Solara is prepared to engage in discussions regarding any premium adjustment that Hawkstone may deem appropriate, and we are available to provide additional information or documentation to facilitate the underwriting review.

VI. Key Personnel and Governance Continuity

We wish to emphasize that the Reorganization does not involve any change in the senior management, key personnel, or governance structure of the Solara platform. The following individuals will continue to serve in their current capacities throughout and following the completion of the Reorganization:

Solara Digital Infrastructure GP LLC will remain the ultimate general partner and controlling entity across the entire Solara fund platform, including the newly formed Consolidated Master Fund GP LLC, which will operate under the direction and oversight of Solara GP. The Investment Committee, Valuation Committee, and Allocation Committee of Solara GP will continue to exercise the same authority and apply the same policies and procedures with respect to the Consolidated Master Fund as they do with respect to the existing fund vehicles.

The Reorganization is, in substance, a structural consolidation of parallel fund vehicles into a more efficient master-feeder architecture. It does not represent, and should not be construed as, a change in Solara's investment strategy, investment mandate, risk profile, business operations, or the nature of its business activities. The same investment professionals will manage the same portfolio companies under the same investment thesis and risk parameters. The only material change is the legal and organizational structure through which those activities are conducted.

VII. Timeline and Coordination

We respectfully request that the endorsement to the D&O/E&O Policies be effective no later than September 15, 2025, which is the target date for the formation of the new entities under Step 1 of the Reorganization. It is essential that coverage be in place before the new entities commence operations and before the asset contribution steps (Steps 2 through 4) begin, so that the officers, directors, managers, and employees of the newly formed entities are fully covered from the inception of each entity's activities.

For reference, the complete Reorganization timeline is as follows:

We are prepared to provide copies of all formation documents, certificates of formation or registration, organizational charts, partnership agreements, operating agreements, and any other documentation that Hawkstone may require to process the endorsement. Pre-reorganization and post-reorganization organizational charts depicting the full entity structure, ownership relationships, and investment flows are available upon request and can be provided in the format most convenient for Hawkstone's underwriting review.

We recognize that the scope and complexity of the Reorganization may require Hawkstone to conduct a thorough underwriting review, and we are committed to providing full cooperation and transparency throughout that process. Should Hawkstone require a meeting or conference call to discuss the Reorganization in further detail, Solara's senior management and outside counsel are available at Hawkstone's convenience.

VIII. Third-Party Advisors Involved in the Reorganization

For Hawkstone's reference and to facilitate any due diligence inquiries, we identify below the key professional advisors who are engaged in connection with the Reorganization:

U.S. Tax Counsel: Calderwood & Harkness LLP Leonard Cross, Partner (Responsible Partner) Sylvia Hartwell, Partner (Billing Partner) 1900 K Street NW, Suite 1100, Washington, DC 20006

Cayman Islands Counsel: Meridian Offshore Legal Fiona McAllister, Partner Handling: Formation of new Cayman Islands feeder vehicles and dissolution of existing Cayman Islands fund entities

Luxembourg Counsel: Veldhuis & Gérard S.à r.l. Marc Gérard, Managing Partner Handling: Dissolution of Luxembourg SCSp entities and related regulatory filings

Independent Accounting Firm: Caldwell Pierce & Co. LLP Helen Okamoto, Partner Handling: Tax compliance, financial statement preparation, and audit matters in connection with the Reorganization

Valuation Advisor: Redstone Advisory Group LLC Marco DeLuca, Managing Director Handling: Fair market value determinations for contributed portfolio assets

Fund Administrator: Clarendon Fund Services Ltd. Rachel Okonkwo, Client Relationship Director Handling: NAV calculations, investor reporting, and administrative support for the transition of fund operations

IX. Contact Information for Follow-Up

For purposes of all communications regarding the endorsement request and the Reorganization, the primary contacts are as follows:

Primary Contact (Insurance Matters):

Priya Narasimhan, General Counsel Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801

Alternative Contact:

Douglas Wexford, Chief Financial Officer Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801

Legal Counsel (Reorganization Structure):

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

We respectfully request that all correspondence regarding the endorsement request, including any requests for additional information or documentation, be directed to Priya Narasimhan at the address set forth above, with a courtesy copy to Leonard Cross at Calderwood & Harkness LLP.

X. Confidentiality

The information contained in this letter, including the description of the Reorganization, the identification of fund vehicles and investors, the financial data, and the details of the PLR submission, is confidential and proprietary to Solara and its affiliated entities. We respectfully request that Hawkstone treat all such information in strict accordance with the confidentiality provisions of the existing D&O/E&O Policies and applicable law, and that access to this letter and its contents be limited to those Hawkstone personnel who have a need to know in connection with the underwriting review and processing of the endorsement request.

We note that the Reorganization has not been publicly disclosed and remains subject to the approval of certain regulatory authorities and the completion of the PLR process. Additionally, the PLR request and all communications between Solara and the IRS in connection therewith are subject to attorney-client privilege and the tax practitioner privilege under Section 7525 of the Internal Revenue Code. Nothing in this letter is intended to waive any applicable privilege, and the disclosure of information herein is made solely for the purpose of satisfying Solara's notification obligations under the D&O/E&O Policies and facilitating the endorsement process.

We express our appreciation for Hawkstone's prompt attention to this endorsement request and its longstanding relationship with the Solara platform. Solara and Calderwood & Harkness LLP look forward to working collaboratively with Hawkstone to ensure seamless coverage continuity through each phase of the Reorganization.

We respectfully request that Hawkstone provide a written response confirming receipt of this notification and indicating the anticipated timeline for processing the endorsement within fifteen (15) business days of the date of this letter. Should Hawkstone require any additional information, documentation, or clarification in the interim, please do not hesitate to contact the undersigned or Priya Narasimhan at Solara directly.

Thank you for your continued attention to this matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Leonard Cross, Partner

1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 555-4120

Email: lcross@calderwoodharkness.com

cc:

Viktor Raines, Managing Partner, Solara Digital Infrastructure LP Priya Narasimhan, General Counsel, Solara Digital Infrastructure LP Douglas Wexford, Chief Financial Officer, Solara Digital Infrastructure LP Sylvia Hartwell, Partner, Calderwood & Harkness LLP

Enclosures: Available upon request:

1. Pre-reorganization organizational chart (PLR Exhibit A)

2. Post-reorganization organizational chart (PLR Exhibit B)

3. Step transaction diagrams (PLR Exhibit C)

4. Copies of formation documents (to be provided upon formation of new entities)

Parameter	Amount
Total FMV of assets to be contributed to Consolidated Master Fund	$7.75 billion
Total adjusted tax basis of contributed assets	$6.03 billion
Total built-in gain	$1.72 billion
Total portfolio companies across all funds	23 (11 in Fund IV vehicles; 12 in Fund V vehicles)
Aggregate liabilities to be assumed by Consolidated Master Fund	$1.34 billion
Name	Title	Continuing Role
Viktor Raines	Managing Partner & Founder	No change
Meredith Tsao	Chief Operating Officer	No change
Douglas Wexford	Chief Financial Officer	No change
Priya Narasimhan	General Counsel	No change
Stefan Dalmqvist	Head of Tax	No change
Milestone	Target Date
Formation of new entities (Step 1)	September 15, 2025
Contribution of Fund IV-A Cayman assets (Step 2)	October 1, 2025
Contribution of Fund IV-B Luxembourg assets (Step 3)	October 15, 2025
Contribution of Fund V offshore assets (Step 4)	November 1, 2025
Dissolution of legacy offshore vehicles and LP migration (Step 5)	December 1, 2025
Endorsement effective date (requested)	No later than September 15, 2025

CALDERWOOD & HARKNESS LLP
Attorneys at Law
600 Lexington Avenue, 38th Floor New York, NY 10022
1900 K Street NW, Suite 1100 Washington, DC 20006
July 7, 2025
Mr. Neil Braddock Senior Underwriter Hawkstone Specialty Insurance Co. 100 Constitution Plaza Hartford, CT 06103
Re: Notification of Structural Reorganization — Solara Digital Infrastructure LP; Request for Policy Endorsement
Policy Reference: Directors & Officers / Errors & Omissions Liability Coverage Aggregate Policy Limit: $50,000,000 Named Insured: Solara Digital Infrastructure GP LLC and affiliated fund entities
Dear Mr. Braddock:
I. Introduction and Purpose
Calderwood & Harkness LLP serves as U.S. tax counsel to Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Solara Digital Infrastructure GP LLC ("Solara GP"), a Delaware limited liability company (EIN 82-4917365), serves as the general partner of SDILP and is the current named insured under the Directors & Officers and Errors & Omissions liability policies (the "D&O/E&O Policies") issued by Hawkstone Specialty Insurance Co. ("Hawkstone") with an aggregate policy limit of Fifty Million Dollars ($50,000,000).
We write on behalf of Solara to provide formal notification of a planned cross-border fund-platform reorganization (the "Reorganization") and to respectfully request endorsement of the existing D&O/E&O Policies to extend coverage to newly formed entities resulting from the Reorganization, as more fully described herein. Calderwood & Harkness LLP was engaged by Solara effective May 12, 2025, under engagement number 20250527-SDILP-PLR, to prepare and submit a private letter ruling ("PLR") request to the Internal Revenue Service in connection with the Reorganization. The scope of our engagement encompasses the tax structuring, documentation, and submission of the PLR request, as well as coordination with Solara's other professional advisors in furtherance of the Reorganization.
This letter is being sent in accordance with the notification provisions of the D&O/E&O Policies and the insured's contractual obligation to disclose material structural changes affecting the organizational composition of the named insured and its affiliated entities. We believe that the Reorganization, while significant in its structural scope, is fundamentally a consolidation of parallel fund vehicles designed to achieve operational efficiencies and regulatory simplification, and does not represent a change in the nature of Solara's business, investment strategy, or senior management. Nonetheless, because the Reorganization involves the formation of new entities, the contribution of substantial assets, the dissolution of existing covered entities, and the migration of limited partners across fund vehicles, we believe that timely and comprehensive notification to Hawkstone is both prudent and required under the terms of the existing policies.
II. Background — Current Organizational Structure
Solara is a Delaware-based private equity sponsor with approximately $14.7 billion in assets under management as of March 31, 2025. The firm's investment focus is centered on digital infrastructure — including data center development and acquisition, fiber-optic network platforms, and edge computing facilities — as well as enterprise software-as-a-service ("SaaS") platforms serving the technology, telecommunications, and financial services sectors.
Solara was founded on March 17, 2014, by Viktor Raines, who continues to serve as Managing Partner & Founder. Since its inception, Solara has established itself as a leading investor in digital infrastructure assets across North America, Europe, and the Asia-Pacific region, deploying capital through a series of institutional-grade fund vehicles across multiple jurisdictions.
The key officers of Solara GP, each of whom is insured under the existing D&O/E&O Policies, are as follows:
• Viktor Raines — Managing Partner & Founder
• Meredith Tsao — Chief Operating Officer
• Douglas Wexford — Chief Financial Officer
• Priya Narasimhan — General Counsel
• Stefan Dalmqvist — Head of Tax
Solara currently operates through six parallel fund vehicles organized across three jurisdictions — Delaware, the Cayman Islands, and Luxembourg — to accommodate the diverse tax, regulatory, and structural requirements of its global investor base. The parallel fund structure was originally designed to segregate U.S. taxable investors, non-U.S. investors, and U.S. tax-exempt investors into separate vehicles in order to optimize tax efficiency and regulatory compliance. The current fund complex is organized as follows:
A. Fund IV Complex (Vintage 2021; Final Close June 15, 2021)
1. Solara Digital Partners Fund IV LP — A Delaware limited partnership with aggregate capital commitments of $4.2 billion, approximately 72% deployed as of the date of this letter. The general partner of Fund IV LP is Solara Digital Infrastructure GP LLC.
2. Solara Digital Partners Fund IV-A (Cayman) LP — A Cayman Islands exempted limited partnership with aggregate capital commitments of $1.85 billion. Fund IV-A serves as the parallel fund vehicle for non-U.S. investors and U.S. tax-exempt investors seeking to mitigate unrelated business taxable income ("UBTI") exposure. The general partner of Fund IV-A is Solara Offshore GP Ltd., a Cayman Islands exempted company 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 is registered with the Cayman Islands Monetary Authority ("CIMA") under registration number MF-72491.
3. Solara Digital Partners Fund IV-B (Luxembourg) SCSp — A Luxembourg special limited partnership (société en commandite spéciale) with aggregate capital commitments of €1.15 billion (approximately $1.24 billion at a EUR/USD exchange rate of 1.08). Fund IV-B was established to accommodate European institutional investors subject to EU regulatory frameworks and preferring a Luxembourg-domiciled vehicle. The general partner of Fund IV-B is Solara Luxembourg Management S.à r.l., with its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg. Fund IV-B is registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, or "RCS") under number B 248193.
B. Fund V Complex (Vintage 2023; Final Close September 30, 2023)
1. Solara Digital Partners Fund V LP — A Delaware limited partnership with aggregate capital commitments of $5.6 billion, approximately 38% deployed as of the date of this letter. The general partner of Fund V LP is Solara Digital Infrastructure GP LLC.
2. Solara Digital Partners Fund V-A (Cayman) LP — A Cayman Islands exempted limited partnership with aggregate capital commitments of $2.45 billion. Fund V-A mirrors the investor accommodation structure of Fund IV-A for the Fund V vintage. Its registered office is maintained at Harborstone Corporate Services Ltd., George Town, Grand Cayman. Fund V-A is registered with CIMA under registration number MF-89103.
3. Solara Digital Partners Fund V-B (Luxembourg) SCSp — A Luxembourg special limited partnership with aggregate capital commitments of €1.38 billion (approximately $1.49 billion at a EUR/USD exchange rate of 1.08). Fund V-B is registered with the RCS under number B 271056, with its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg.
The existing D&O/E&O Policies issued by Hawkstone extend coverage to Solara GP, its officers and directors, and the six fund vehicles enumerated above, as well as to the offshore general partner entities (Solara Offshore GP Ltd. and Solara Luxembourg Management S.à r.l.) and their respective officers and directors. This coverage framework has been in effect since the initial placement of the D&O/E&O Policies and has been renewed and endorsed in connection with the closing of each successive fund.
III. Description of the Proposed Reorganization
A. Business Rationale
The Reorganization is driven by several converging business, regulatory, and operational considerations that the Solara GP board and senior management have identified as compelling grounds for structural consolidation. These considerations include the following:
Operational Cost Reduction. The maintenance of six parallel fund vehicles across three jurisdictions generates significant duplicative costs in the areas of offshore fund administration, statutory audit, regulatory filings, and legal compliance. Solara's internal analysis, conducted in coordination with its fund administrator and independent accounting firm, estimates that the Reorganization will yield annual cost savings of approximately $3.8 million through the elimination of redundant administrative and regulatory expenses associated with the Luxembourg SCSp structures and the consolidation of the Cayman Islands vehicles.
OECD Pillar Two GloBE Rules. The implementation of the OECD/G20 Inclusive Framework's Pillar Two Global Anti-Base Erosion ("GloBE") rules, which became effective for Luxembourg entities beginning in fiscal year 2025 under Grand-Ducal regulations transposing EU Directive 2022/2523, has materially diminished the tax efficiency benefits historically associated with the Luxembourg SCSp fund structures. The imposition of a global minimum effective tax rate of 15% under the Income Inclusion Rule and the Undertaxed Profits Rule has rendered the Luxembourg domiciliation of these vehicles less advantageous than at the time of their formation. The Reorganization addresses this changed regulatory landscape by repatriating the fund assets to a consolidated Delaware-domiciled master fund structure that better reflects the current global tax environment.
Simplified FATCA/CRS Compliance. The operation of fund vehicles across three jurisdictions creates overlapping and, in certain respects, conflicting compliance obligations under the U.S. Foreign Account Tax Compliance Act ("FATCA") and the OECD Common Reporting Standard ("CRS"). The consolidation of offshore vehicles into a streamlined master-feeder structure will reduce the number of reporting entities, simplify the identification and classification of account holders, and reduce the risk of inadvertent reporting errors.
LP-Requested Governance Simplification. A significant majority of Solara's limited partners have expressed a preference for a simplified fund governance structure. At a meeting of the Limited Partner Advisory Committee ("LPAC") held on April 22, 2025, preliminary consent to the exploration and implementation of the Reorganization was obtained from limited partners representing approximately 78% of the aggregate committed capital across the fund complex. The LPAC specifically cited administrative complexity, duplicative reporting, and inconsistent information delivery as concerns that the Reorganization is expected to address.
GP Board Approval. The board of managers of Solara Digital Infrastructure GP LLC approved the formal exploration and planning of the Reorganization at a board meeting held on March 14, 2025. Subsequent board resolutions authorizing the engagement of outside counsel and the commencement of the PLR submission process were adopted at a follow-up meeting on May 5, 2025.
B. Five-Step Reorganization Structure
The Reorganization is structured as a five-step transaction sequence designed to achieve the consolidation of the offshore parallel fund vehicles into a single master fund structure while preserving the tax-free treatment of the underlying asset contributions under Sections 721 and 731 of the Internal Revenue Code of 1986, as amended. The five steps are described in detail below.
Step 1 — Formation of New Entities (Target: September 15, 2025). The first step of the Reorganization involves the formation of four new entities that will constitute the post-reorganization master-feeder fund platform:
(a) Solara Consolidated Master Fund GP LLC — A Delaware limited liability company to be formed under the Delaware Limited Liability Company Act. This entity will serve as the general partner of the new master fund vehicle.
(b) Solara Consolidated Master Fund LP — A Delaware limited partnership to be formed under the Delaware Revised Uniform Limited Partnership Act. This entity will serve as the master fund vehicle and will receive the contributed portfolio assets from the dissolving offshore fund vehicles.
(c) Solara International Feeder (Cayman) LP — A Cayman Islands exempted limited partnership to be formed under the Cayman Islands Exempted Limited Partnership Act (As Revised). This entity will serve as the feeder fund vehicle for non-U.S. investors, including sovereign wealth funds, non-U.S. pension plans, and non-U.S. institutional investors.
(d) Solara Tax-Exempt Feeder (Cayman) LP — A Cayman Islands exempted limited partnership to be formed under the Cayman Islands Exempted Limited Partnership Act (As Revised). This entity will serve as the feeder fund vehicle for U.S. tax-exempt investors, including public and private pension plans, university endowments, and charitable foundations, in order to mitigate UBTI concerns that would otherwise arise from direct investment in a leveraged partnership.
Each of the new entities will file IRS Form 8832 (Entity Classification Election) to elect classification as a partnership for U.S. federal income tax purposes, to the extent such classification is not the default classification under the Treasury Regulations.
Step 2 — Contribution of Fund IV-A Cayman Assets (Target: October 1, 2025). In the second step, Solara Digital Partners Fund IV-A (Cayman) LP will contribute all of its portfolio assets — consisting of limited partnership interests, equity securities, convertible instruments, and other investment assets — to Solara 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 in Step 2 is approximately $2.31 billion. It is intended that this contribution will qualify as a tax-free contribution under Section 721(a) of the Internal Revenue Code.
Step 3 — Contribution of Fund IV-B Luxembourg Assets (Target: October 15, 2025). In the third step, Solara Digital Partners Fund IV-B (Luxembourg) SCSp will contribute all of its portfolio assets to Solara 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 in Step 3 is approximately $1.16 billion (converted at the applicable EUR/USD exchange rate). This contribution is similarly intended to qualify for tax-free treatment under Section 721(a) of the Code.
Step 4 — Contribution of Fund V Offshore Assets (Target: November 1, 2025). In the fourth step, the two Fund V offshore vehicles will contribute their respective portfolio assets to Solara Consolidated Master Fund LP:
(a) Solara Digital Partners Fund V-A (Cayman) LP will contribute all of its portfolio assets (aggregate FMV: approximately $2.89 billion) to the Consolidated Master Fund in exchange for a limited partnership interest therein.
(b) Solara Digital Partners Fund V-B (Luxembourg) SCSp will contribute all of its portfolio assets (aggregate FMV: approximately $1.39 billion) to the Consolidated Master Fund in exchange for a limited partnership interest therein.
Both contributions in Step 4 are intended to qualify for tax-free treatment under Section 721(a) of the Code.
Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target Effective Date: December 1, 2025). In the final step, the four legacy offshore fund 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 their respective governing agreements and the applicable laws of their jurisdictions of formation. In connection with the dissolution:
(a) Non-U.S. limited partners will be migrated into Solara International Feeder (Cayman) LP, which will hold a limited partnership interest in the Consolidated Master Fund on their behalf.
(b) U.S. tax-exempt limited partners (including pension funds, endowments, and other tax-exempt institutional investors) will be migrated into Solara Tax-Exempt Feeder (Cayman) LP, which will hold a limited partnership interest in the Consolidated Master Fund on their behalf.
(c) U.S. taxable investors will remain directly invested in Solara Digital Partners Fund IV LP and Solara Digital Partners Fund V LP, which will co-invest alongside the Consolidated Master Fund through parallel investment arrangements.
Upon completion of Step 5, the offshore general partner entities — Solara Offshore GP Ltd. (Cayman) and Solara Luxembourg Management S.à r.l. — will also be dissolved, as they will no longer serve any operational purpose.
C. Aggregate Financial Summary
The following table summarizes the aggregate financial parameters of the Reorganization:
A private letter ruling request is being prepared for submission to the Internal Revenue Service, with a target submission date of August 15, 2025, to confirm the tax-free treatment of the multi-step Reorganization under Sections 721 and 731 of the Code. The PLR request will address, among other issues, the integrated nature of the five-step transaction, the treatment of the assumed liabilities under Section 752, and the allocation of built-in gain under Section 704(c).
IV. Post-Reorganization Structure — New Entities Requiring Coverage
Upon completion of the Reorganization on or about December 1, 2025, the Solara fund platform will consist of the following entities, each of which will require coverage under the D&O/E&O Policies:
A. Newly Formed Entities Requiring Addition to Coverage
1. Solara Consolidated Master Fund GP LLC — A Delaware limited liability company serving as the general partner of the Consolidated Master Fund. This entity will be managed by Viktor Raines in his capacity as Managing Partner of the Solara platform, and its managers and officers will include certain of the same individuals currently serving as officers of Solara GP.
2. Solara Consolidated Master Fund LP — A Delaware limited partnership serving as the master fund vehicle that will hold the consolidated portfolio assets contributed from the dissolving offshore fund vehicles. The general partner of this entity will be Solara Consolidated Master Fund GP LLC. The registered agent will be Capitol Registered Agents Inc., located at 850 New Burton Road, Suite 201, Dover, Delaware 19904. Following the completion of the asset contributions in Steps 2 through 4, this entity will hold portfolio investments with an aggregate fair market value of approximately $7.75 billion.
3. Solara International Feeder (Cayman) LP — A Cayman Islands exempted limited partnership serving as the feeder fund vehicle for non-U.S. investors. Representative investors expected to participate in the International Feeder include Nordhaven Sovereign Wealth Fund, Kestrel Pacific Insurance Group, and other non-U.S. institutional limited partners currently invested through the existing Cayman and Luxembourg parallel fund vehicles.
4. Solara Tax-Exempt Feeder (Cayman) LP — A Cayman Islands exempted limited partnership serving as the feeder fund vehicle for U.S. tax-exempt investors. Representative investors expected to participate in the Tax-Exempt Feeder include the Pinnacle State Employees' Retirement System and the Grandview University Endowment, among other U.S. tax-exempt institutional limited partners.
B. Entities to Be Dissolved — Run-Off / Tail Coverage
The following entities will be dissolved upon completion of the Reorganization and should be removed from the schedule of named insureds under the D&O/E&O Policies. However, we respectfully request that Hawkstone provide run-off or tail coverage for these entities and their respective officers and directors with respect to any claims arising from acts or omissions occurring during the period of their existence:
1. Solara Digital Partners Fund IV-A (Cayman) LP
2. Solara Digital Partners Fund IV-B (Luxembourg) SCSp
3. Solara Digital Partners Fund V-A (Cayman) LP
4. Solara Digital Partners Fund V-B (Luxembourg) SCSp
5. Solara Offshore GP Ltd. (Cayman Islands exempted company; general partner of the Cayman parallel funds)
6. Solara Luxembourg Management S.à r.l. (general partner of the Luxembourg SCSps)
C. Continuing Entities — No Change Required
The following entities will continue in existence without structural change and should remain covered under the D&O/E&O Policies on the same terms and conditions as currently in effect:
1. Solara Digital Infrastructure LP
2. Solara Digital Infrastructure GP LLC
3. Solara Digital Partners Fund IV LP
4. Solara Digital Partners Fund V LP
V. Specific Request — Policy Endorsement
Based on the foregoing, we respectfully and formally request that Hawkstone Specialty Insurance Co. endorse the existing D&O/E&O Policies (aggregate policy limit: $50,000,000) to reflect the structural changes resulting from the Reorganization. Specifically, we request that Hawkstone take the following actions:
1. Addition of Named Insureds. Add as named insureds under the D&O/E&O Policies the following newly formed entities:
(a) Solara Consolidated Master Fund GP LLC;
(b) Solara Consolidated Master Fund LP;
(c) Solara International Feeder (Cayman) LP; and
(d) Solara Tax-Exempt Feeder (Cayman) LP.
2. Extension of Individual Coverage. Extend coverage to the officers, directors, managers, and employees of the newly formed entities, including any individuals who serve in dual capacities across the existing and new entity structures. For the avoidance of doubt, this extension should encompass any individual who serves as an officer or manager of both Solara GP and Solara Consolidated Master Fund GP LLC, or who otherwise holds positions of responsibility within both the legacy and the post-reorganization entity structures.
3. Run-Off / Tail Coverage for Dissolving Entities. Provide run-off or tail coverage for the following dissolving entities and their respective officers, directors, managers, and employees with respect to any claims arising from acts, errors, or omissions occurring during the period of each entity's existence:
(a) Solara Digital Partners Fund IV-A (Cayman) LP;
(b) Solara Digital Partners Fund IV-B (Luxembourg) SCSp;
(c) Solara Digital Partners Fund V-A (Cayman) LP;
(d) Solara Digital Partners Fund V-B (Luxembourg) SCSp;
(e) Solara Offshore GP Ltd.; and
(f) Solara Luxembourg Management S.à r.l.
4. Confirmation of No Change of Control. Confirm that the Reorganization — including the formation of new entities, the contribution of portfolio assets, the dissolution of legacy offshore vehicles, and the migration of limited partners across fund vehicles — does not constitute a "change of control," "change in management," or other triggering event under the D&O/E&O Policies that would terminate, limit, modify, or otherwise adversely affect the coverage currently in effect.
We note that the aggregate policy limit of $50,000,000 should remain unchanged unless Hawkstone determines, in its underwriting judgment, that an additional premium or a coverage adjustment is warranted by the structural changes described herein. We respectfully request that Hawkstone confirm either (a) the amount of any additional premium that may be required in connection with the endorsement, or (b) that no additional premium is required and that the endorsement can be processed at the current premium level. Solara is prepared to engage in discussions regarding any premium adjustment that Hawkstone may deem appropriate, and we are available to provide additional information or documentation to facilitate the underwriting review.
VI. Key Personnel and Governance Continuity
We wish to emphasize that the Reorganization does not involve any change in the senior management, key personnel, or governance structure of the Solara platform. The following individuals will continue to serve in their current capacities throughout and following the completion of the Reorganization:
Solara Digital Infrastructure GP LLC will remain the ultimate general partner and controlling entity across the entire Solara fund platform, including the newly formed Consolidated Master Fund GP LLC, which will operate under the direction and oversight of Solara GP. The Investment Committee, Valuation Committee, and Allocation Committee of Solara GP will continue to exercise the same authority and apply the same policies and procedures with respect to the Consolidated Master Fund as they do with respect to the existing fund vehicles.
The Reorganization is, in substance, a structural consolidation of parallel fund vehicles into a more efficient master-feeder architecture. It does not represent, and should not be construed as, a change in Solara's investment strategy, investment mandate, risk profile, business operations, or the nature of its business activities. The same investment professionals will manage the same portfolio companies under the same investment thesis and risk parameters. The only material change is the legal and organizational structure through which those activities are conducted.
VII. Timeline and Coordination
We respectfully request that the endorsement to the D&O/E&O Policies be effective no later than September 15, 2025, which is the target date for the formation of the new entities under Step 1 of the Reorganization. It is essential that coverage be in place before the new entities commence operations and before the asset contribution steps (Steps 2 through 4) begin, so that the officers, directors, managers, and employees of the newly formed entities are fully covered from the inception of each entity's activities.
For reference, the complete Reorganization timeline is as follows:
We are prepared to provide copies of all formation documents, certificates of formation or registration, organizational charts, partnership agreements, operating agreements, and any other documentation that Hawkstone may require to process the endorsement. Pre-reorganization and post-reorganization organizational charts depicting the full entity structure, ownership relationships, and investment flows are available upon request and can be provided in the format most convenient for Hawkstone's underwriting review.
We recognize that the scope and complexity of the Reorganization may require Hawkstone to conduct a thorough underwriting review, and we are committed to providing full cooperation and transparency throughout that process. Should Hawkstone require a meeting or conference call to discuss the Reorganization in further detail, Solara's senior management and outside counsel are available at Hawkstone's convenience.
VIII. Third-Party Advisors Involved in the Reorganization
For Hawkstone's reference and to facilitate any due diligence inquiries, we identify below the key professional advisors who are engaged in connection with the Reorganization:
U.S. Tax Counsel: Calderwood & Harkness LLP Leonard Cross, Partner (Responsible Partner) Sylvia Hartwell, Partner (Billing Partner) 1900 K Street NW, Suite 1100, Washington, DC 20006
Cayman Islands Counsel: Meridian Offshore Legal Fiona McAllister, Partner Handling: Formation of new Cayman Islands feeder vehicles and dissolution of existing Cayman Islands fund entities
Luxembourg Counsel: Veldhuis & Gérard S.à r.l. Marc Gérard, Managing Partner Handling: Dissolution of Luxembourg SCSp entities and related regulatory filings
Independent Accounting Firm: Caldwell Pierce & Co. LLP Helen Okamoto, Partner Handling: Tax compliance, financial statement preparation, and audit matters in connection with the Reorganization
Valuation Advisor: Redstone Advisory Group LLC Marco DeLuca, Managing Director Handling: Fair market value determinations for contributed portfolio assets
Fund Administrator: Clarendon Fund Services Ltd. Rachel Okonkwo, Client Relationship Director Handling: NAV calculations, investor reporting, and administrative support for the transition of fund operations
IX. Contact Information for Follow-Up
For purposes of all communications regarding the endorsement request and the Reorganization, the primary contacts are as follows:
Primary Contact (Insurance Matters):
Priya Narasimhan, General Counsel Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801
Alternative Contact:
Douglas Wexford, Chief Financial Officer Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801
Legal Counsel (Reorganization Structure):
Leonard Cross, Partner Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006
We respectfully request that all correspondence regarding the endorsement request, including any requests for additional information or documentation, be directed to Priya Narasimhan at the address set forth above, with a courtesy copy to Leonard Cross at Calderwood & Harkness LLP.
X. Confidentiality
The information contained in this letter, including the description of the Reorganization, the identification of fund vehicles and investors, the financial data, and the details of the PLR submission, is confidential and proprietary to Solara and its affiliated entities. We respectfully request that Hawkstone treat all such information in strict accordance with the confidentiality provisions of the existing D&O/E&O Policies and applicable law, and that access to this letter and its contents be limited to those Hawkstone personnel who have a need to know in connection with the underwriting review and processing of the endorsement request.
We note that the Reorganization has not been publicly disclosed and remains subject to the approval of certain regulatory authorities and the completion of the PLR process. Additionally, the PLR request and all communications between Solara and the IRS in connection therewith are subject to attorney-client privilege and the tax practitioner privilege under Section 7525 of the Internal Revenue Code. Nothing in this letter is intended to waive any applicable privilege, and the disclosure of information herein is made solely for the purpose of satisfying Solara's notification obligations under the D&O/E&O Policies and facilitating the endorsement process.
We express our appreciation for Hawkstone's prompt attention to this endorsement request and its longstanding relationship with the Solara platform. Solara and Calderwood & Harkness LLP look forward to working collaboratively with Hawkstone to ensure seamless coverage continuity through each phase of the Reorganization.
We respectfully request that Hawkstone provide a written response confirming receipt of this notification and indicating the anticipated timeline for processing the endorsement within fifteen (15) business days of the date of this letter. Should Hawkstone require any additional information, documentation, or clarification in the interim, please do not hesitate to contact the undersigned or Priya Narasimhan at Solara directly.
Thank you for your continued attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Leonard Cross, Partner
1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 555-4120
Email: lcross@calderwoodharkness.com
cc:
Viktor Raines, Managing Partner, Solara Digital Infrastructure LP Priya Narasimhan, General Counsel, Solara Digital Infrastructure LP Douglas Wexford, Chief Financial Officer, Solara Digital Infrastructure LP Sylvia Hartwell, Partner, Calderwood & Harkness LLP
Enclosures: Available upon request:
1. Pre-reorganization organizational chart (PLR Exhibit A)
2. Post-reorganization organizational chart (PLR Exhibit B)
3. Step transaction diagrams (PLR Exhibit C)
4. Copies of formation documents (to be provided upon formation of new entities)
Parameter | Amount
Total FMV of assets to be contributed to Consolidated Master Fund | $7.75 billion
Total adjusted tax basis of contributed assets | $6.03 billion
Total built-in gain | $1.72 billion
Total portfolio companies across all funds | 23 (11 in Fund IV vehicles; 12 in Fund V vehicles)
Aggregate liabilities to be assumed by Consolidated Master Fund | $1.34 billion
Name | Title | Continuing Role
Viktor Raines | Managing Partner & Founder | No change
Meredith Tsao | Chief Operating Officer | No change
Douglas Wexford | Chief Financial Officer | No change
Priya Narasimhan | General Counsel | No change
Stefan Dalmqvist | Head of Tax | No change
Milestone | Target Date
Formation of new entities (Step 1) | September 15, 2025
Contribution of Fund IV-A Cayman assets (Step 2) | October 1, 2025
Contribution of Fund IV-B Luxembourg assets (Step 3) | October 15, 2025
Contribution of Fund V offshore assets (Step 4) | November 1, 2025
Dissolution of legacy offshore vehicles and LP migration (Step 5) | December 1, 2025
Endorsement effective date (requested) | No later than September 15, 2025

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts