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

lender-consent-request-ashford-fund-iv.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1900 K Street NW, Suite 1100 Washington, DC 20006 Tel: (202) 555-7400	Fax: (202) 555-7401
600 Lexington Avenue, 38th Floor New York, NY 10022 Tel: (212) 555-3200	Fax: (212) 555-3201

www.calderwoodharkness.com

June 30, 2025

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

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

Re: Request for Lender Consent Under Revolving Credit Agreement dated as of September 12, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") — Solara Digital Partners Fund IV LP (the "Borrower") — $1.1 Billion Subscription Revolving Credit Facility; Engagement on Behalf of Solara Digital Infrastructure LP and Its Affiliates

Dear Mr. Greenleaf:

I. Introduction and Purpose

This firm represents 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 its affiliates, in connection with a cross-border fund-platform reorganization described in greater detail herein. We write this letter on behalf of Solara Digital Partners Fund IV LP ("Fund IV" or the "Borrower"), a Delaware limited partnership (EIN 85-2103748), in its capacity as Borrower under the $1.1 billion subscription revolving credit facility (the "Facility") provided by Ashford National Bank, N.A. ("Ashford" or the "Lender") pursuant to the Credit Agreement referenced above.

The general partner of Fund IV is Solara Digital Infrastructure GP LLC ("Solara GP"), a Delaware limited liability company (EIN 82-4917365). Solara GP is managed by Viktor Raines, Managing Partner and Founder of Solara, who exercises day-to-day oversight over the investment activities and operations of Fund IV and its parallel vehicles. Solara GP's authority to act on behalf of Fund IV, including with respect to the matters described in this letter, is established pursuant to the Second Amended and Restated Agreement of Limited Partnership of Fund IV, dated as of September 12, 2021, as amended.

The purpose of this letter is to formally request that Ashford National Bank, N.A., as Lender under the Credit Agreement, consent to a proposed multi-step reorganization of certain offshore parallel fund vehicles affiliated with Fund IV (the "Proposed Reorganization"), as described in detail below. We believe that the Proposed Reorganization does not adversely affect the creditworthiness or borrowing base supporting the Facility, and that Fund IV LP itself will continue to exist in its current form as a Delaware limited partnership following consummation of the Proposed Reorganization. Nevertheless, certain provisions of the Credit Agreement may be implicated by the structural changes to Fund IV's affiliated parallel vehicles, and accordingly, we are seeking Ashford's affirmative consent to the Proposed Reorganization as a matter of prudent practice and in the spirit of the cooperative lending relationship between Ashford and Solara.

We respectfully request that Ashford review this letter and the accompanying materials and provide its consent, or any comments on the Proposed Reorganization, on or before July 31, 2025, to allow adequate time for the negotiation and execution of a consent and amendment agreement in advance of the initial transaction steps, which are targeted to commence on September 15, 2025.

II. Background — Solara Fund Platform

A. Overview of Solara Digital Infrastructure LP

Solara Digital Infrastructure LP is a Delaware-based private equity sponsor founded on March 17, 2014. As of March 31, 2025, Solara manages approximately $14.7 billion in assets under management across investment strategies focused on digital infrastructure — including data centers, fiber-optic networks, and edge computing facilities — and enterprise software-as-a-service ("SaaS") verticals. Solara's investment thesis is centered on the convergence of physical and digital infrastructure and the sustained secular growth in demand for cloud computing, artificial intelligence workloads, and high-bandwidth connectivity solutions.

Solara operates through a series of parallel fund structures organized across multiple jurisdictions, including Delaware, the Cayman Islands, and the Grand Duchy of Luxembourg, in order to accommodate the varying tax, regulatory, and structural requirements of its diverse investor base, which includes U.S. taxable investors, U.S. tax-exempt investors (including public pensions, university endowments, and charitable foundations), and non-U.S. investors (including sovereign wealth funds, foreign pension plans, and non-U.S. insurance companies). This multi-jurisdictional approach has served Solara's platform well since its inception, but as described below, recent regulatory developments and operational considerations have prompted a strategic reassessment of the platform's organizational structure.

B. Fund IV Structure Overview

Fund IV, which is the Borrower under the Credit Agreement, was established as a 2021-vintage fund and currently has approximately $4.2 billion in aggregate capital commitments. As of the date of this letter, Fund IV is approximately 72% deployed across its investment program. The Fund IV platform consists of the following three parallel vehicles:

(i) Solara Digital Partners Fund IV LP — a Delaware limited partnership with $4.2 billion in capital commitments. The general partner of Fund IV LP is Solara Digital Infrastructure GP LLC, a Delaware limited liability company. Fund IV LP is the Borrower under the Credit Agreement and is the primary vehicle for U.S. taxable investors.

(ii) Solara Digital Partners Fund IV-A (Cayman) LP ("Fund IV-A Cayman") — a Cayman Islands exempted limited partnership with $1.85 billion in capital commitments. Fund IV-A Cayman was established as a parallel fund to accommodate non-U.S. investors and U.S. tax-exempt investors seeking to avoid unrelated business taxable income ("UBTI"). Fund IV-A Cayman's registered office is located at Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111, Cayman Islands. Its general partner 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.

(iii) Solara Digital Partners Fund IV-B (Luxembourg) SCSp ("Fund IV-B Lux") — a Luxembourg special limited partnership (société en commandite spéciale) with €1.15 billion (approximately $1.24 billion at a conversion rate of 1.08 EUR/USD) in capital commitments. Fund IV-B Lux was established to accommodate European and certain other non-U.S. investors who prefer a Luxembourg-domiciled vehicle for regulatory, treaty, or reporting purposes. Fund IV-B Lux's registered office is located at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, Grand Duchy of Luxembourg. Its general partner is Solara Luxembourg Management S.à r.l. Fund IV-B Lux is registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés) under number B 248193.

C. Fund IV Portfolio Holdings

Across its three parallel vehicles, Fund IV holds interests in eleven (11) portfolio companies spanning the digital infrastructure and enterprise SaaS sectors. For purposes of providing Ashford with context regarding the nature and scale of Fund IV's investments, we set forth below representative portfolio holdings:

The foregoing is illustrative only and does not represent a complete listing of Fund IV's portfolio companies. A comprehensive portfolio summary will be made available to Ashford upon request.

III. Description of the Proposed Reorganization

A. Business Rationale

The Proposed Reorganization is motivated by several converging factors that, taken together, support a strategic realignment of Solara's offshore fund architecture. Specifically:

(i) Operational Cost Reduction. Solara currently incurs approximately $3.8 million per annum in duplicative offshore administration, audit, regulatory filing, and compliance fees across its Cayman Islands and Luxembourg fund vehicles. These costs include separate annual audit engagements, local registered agent and corporate services fees, CIMA registration and annual fees, Luxembourg filing obligations, and the engagement of local legal counsel in each jurisdiction to support ongoing compliance matters. The Proposed Reorganization is expected to eliminate a substantial portion of these duplicative costs by consolidating offshore fund activities into a streamlined master-feeder structure.

(ii) OECD Pillar Two Global Anti-Base Erosion (GloBE) Rules. The OECD's Pillar Two GloBE rules, which establish a global minimum effective tax rate of 15% for large multinational enterprises, become effective for Solara's Luxembourg entities beginning with fiscal year 2025. The implementation of these rules, including the Income Inclusion Rule ("IIR") and the Undertaxed Profits Rule ("UTPR"), significantly diminishes the historical tax planning benefits associated with the use of Luxembourg SCSp structures. The Proposed Reorganization takes account of this changed regulatory landscape by reducing Solara's reliance on Luxembourg vehicles.

(iii) Simplified Compliance Under FATCA and CRS. The consolidation of offshore fund vehicles into a single master fund structure with two Cayman feeder entities is expected to materially simplify Solara's compliance obligations under the Foreign Account Tax Compliance Act ("FATCA") and the OECD Common Reporting Standard ("CRS"), reducing the number of separate reporting entities and the complexity of inter-entity information flows.

(iv) LP-Requested Governance Simplification. Several of Solara's institutional limited partners have expressed a preference for a simplified governance structure that reduces the number of parallel fund entities, streamlines advisory committee processes, and enhances transparency with respect to co-investment and capital allocation mechanics. The LP Advisory Committee ("LPAC") of Fund IV has been consulted regarding the Proposed Reorganization, as described below.

With respect to the Solara GP's governance process, we note the following:

• On March 14, 2025, the board of managers of Solara Digital Infrastructure GP LLC approved the exploration of the fund-platform reorganization and authorized the engagement of Calderwood & Harkness LLP and other advisors to develop and implement the transaction structure.

• On April 22, 2025, at a duly convened meeting of the LPAC of Fund IV, preliminary consent to the Proposed Reorganization was obtained from limited partners representing approximately 78% of the aggregate capital commitments of Fund IV and its parallel vehicles. Formal LP consent will be solicited in accordance with the terms of the applicable limited partnership agreements upon completion of the regulatory and lender consent processes.

B. Overview of the Multi-Step Transaction

The Proposed Reorganization consists of five integrated steps, each of which is described in detail below. The target effective date for the completion of all five steps is December 1, 2025. The Proposed Reorganization involves the domestication and merger of Fund IV's Cayman Islands and Luxembourg parallel fund vehicles (together with corresponding vehicles in Solara's Fund V platform) into a newly established Delaware-domiciled master fund structure, supported by two Cayman Islands feeder vehicles for non-U.S. and U.S. tax-exempt investors, respectively.

Step 1 — Formation of New Entities (Target: September 15, 2025). The initial step of the Proposed Reorganization involves the formation of the following new entities:

(a) Solara Consolidated Master Fund GP LLC — a newly formed Delaware limited liability company that will serve as the general partner of the Consolidated Master Fund. Solara Consolidated Master Fund GP LLC will be managed by Viktor Raines in his capacity as Managing Partner and Founder of Solara.

(b) Solara Consolidated Master Fund LP (the "Consolidated Master Fund" or "Master Fund") — a newly formed Delaware limited partnership that will serve as the central investment vehicle into which the offshore parallel fund assets will be contributed and through which co-investment alongside Fund IV LP and Fund V LP will be conducted on a going-forward basis.

(c) Solara International Feeder (Cayman) LP (the "International Feeder") — a newly formed Cayman Islands exempted limited partnership that will serve as the feeder vehicle for non-U.S. investors who were previously invested through Fund IV-A Cayman, Fund IV-B Lux, or corresponding Fund V offshore vehicles.

(d) Solara Tax-Exempt Feeder (Cayman) LP (the "Tax-Exempt Feeder") — a newly formed Cayman Islands exempted limited partnership that will serve as the feeder vehicle for U.S. tax-exempt investors who require UBTI-blocker protections and were previously invested through the offshore parallel fund vehicles.

IRS Form 8832 entity classification elections ("check-the-box" elections) will be filed with respect to each new entity to elect partnership classification for U.S. federal income tax purposes, to the extent that partnership classification is not the default classification for such entity. Capitol Registered Agents Inc., located at 850 New Burton Road, Suite 201, Dover, Delaware 19904, will serve as the registered agent in the State of Delaware for each newly formed Delaware entity.

Step 2 — Contribution of Fund IV-A Cayman Assets (Target: October 1, 2025). In the second step of the Proposed Reorganization, 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 financial parameters of this contribution are as follows:

• Aggregate fair market value of contributed assets: $2.31 billion

• Aggregate adjusted tax basis of contributed assets: $1.62 billion

• Aggregate built-in gain: $690 million

It is the intent of the parties that this contribution qualify as a tax-free contribution to a partnership under Section 721(a) of the Internal Revenue Code of 1986, as amended (the "Code"), such that no gain or loss is recognized by either Fund IV-A Cayman or the Consolidated Master Fund upon the consummation of this step. The contributed assets will take a carryover basis in the hands of the Consolidated Master Fund under Section 723 of the Code, and Fund IV-A Cayman will take a substituted basis in its partnership interest under Section 722 of the Code.

Step 3 — Contribution of Fund IV-B Luxembourg Assets (Target: October 15, 2025). In the third step, 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 financial parameters of this contribution are as follows:

• Aggregate fair market value of contributed assets: €1.07 billion / $1.16 billion (at an assumed conversion rate of 1.08 EUR/USD)

• Aggregate adjusted tax basis of contributed assets: €782 million / $844.6 million

• Aggregate built-in gain: €288 million / $311 million

As with Step 2, the parties intend that this contribution qualify as a tax-free contribution under Section 721(a) of the Code. The same carryover basis and substituted basis principles under Sections 723 and 722, respectively, will apply.

Step 4 — Contribution of Fund V Offshore Assets (Target: November 1, 2025). While Fund V is not a party to the Credit Agreement and its transactions are not the primary subject of this consent request, we describe Step 4 here for completeness, as the Consolidated Master Fund will hold assets contributed from both Fund IV and Fund V offshore vehicles, and Ashford should have visibility into the full scope of assets held by the Master Fund following consummation of the Proposed Reorganization.

(a) Fund V-A (Cayman) LP will contribute all of its portfolio assets to the Consolidated Master Fund LP. Aggregate fair market value: $2.89 billion; aggregate adjusted tax basis: $2.34 billion; aggregate built-in gain: $550 million.

(b) Fund V-B (Luxembourg) SCSp will contribute all of its portfolio assets to the Consolidated Master Fund LP. Aggregate fair market value: €1.29 billion / $1.39 billion; aggregate adjusted tax basis: €1.14 billion / $1.23 billion; aggregate built-in gain: €150 million / $162 million.

The same intended tax-free treatment under Section 721(a) of the Code applies to each of the contributions contemplated by Step 4.

Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target: December 1, 2025). In the final step of the Proposed Reorganization, the following legacy offshore fund vehicles will be dissolved in accordance with the laws of their respective jurisdictions of organization:

• Fund IV-A (Cayman) LP

• Fund IV-B (Luxembourg) SCSp

• Fund V-A (Cayman) LP

• Fund V-B (Luxembourg) SCSp

Upon dissolution, each legacy offshore vehicle will distribute its limited partnership interest in the Consolidated Master Fund LP to its existing limited partners, in proportion to each limited partner's relative interest in the dissolving vehicle. Following such distribution:

• Non-U.S. limited partners will contribute their distributed Consolidated Master Fund interests into the Solara International Feeder (Cayman) LP and will thereafter hold their economic interests in the Consolidated Master Fund indirectly through the International Feeder.

• U.S. tax-exempt limited partners will contribute their distributed Consolidated Master Fund interests into the Solara Tax-Exempt Feeder (Cayman) LP and will thereafter hold their economic interests in the Consolidated Master Fund indirectly through the Tax-Exempt Feeder.

The dissolutions and LP migration will be conducted in a manner intended to qualify for tax-free treatment under Section 731 of the Code, and the tax consequences of the dissolution and distribution steps are among the issues addressed in the private letter ruling request described in Section VI below.

C. Post-Reorganization Structure

Following the consummation of all five steps of the Proposed Reorganization, the Solara fund platform will be organized as follows:

• Solara International Feeder (Cayman) LP and Solara Tax-Exempt Feeder (Cayman) LP will serve as the two Cayman Islands feeder vehicles, investing into the Consolidated Master Fund LP as limited partners.

• Solara Consolidated Master Fund LP will serve as the central Delaware-domiciled investment vehicle holding the portfolio assets previously held by the four dissolved offshore vehicles (Fund IV-A Cayman, Fund IV-B Lux, Fund V-A Cayman, and Fund V-B Lux).

• U.S. taxable investors will remain directly in Fund IV LP and Fund V LP, respectively, and will not be migrated to any new entity. Fund IV LP and Fund V LP will co-invest alongside the Consolidated Master Fund on a pari passu basis with respect to future investments.

• Solara Consolidated Master Fund GP LLC, managed by Viktor Raines, will serve as the general partner of the Consolidated Master Fund LP.

Pre-reorganization and post-reorganization organizational charts and step transaction diagrams will be provided under separate cover for Ashford's reference.

D. Aggregate Financial Parameters

For Ashford's convenience, the aggregate financial parameters of the assets being transferred to the Consolidated Master Fund LP across all four contribution steps (Steps 2 through 4) are summarized below:

IV. Impact on Fund IV and the Credit Agreement

A. Continued Existence of Fund IV LP

We wish to emphasize at the outset that Solara Digital Partners Fund IV LP — the Borrower under the Credit Agreement — will continue to exist as a Delaware limited partnership following the consummation of the Proposed Reorganization. Fund IV LP is not being merged, dissolved, consolidated, or otherwise terminated as part of the Proposed Reorganization.

Moreover, Fund IV LP's direct investments are not being contributed to the Consolidated Master Fund. Fund IV LP will retain its existing portfolio holdings and will continue to co-invest alongside the Consolidated Master Fund on a going-forward basis. Solara Digital Infrastructure GP LLC will remain as the general partner of Fund IV LP, and Viktor Raines will continue to exercise management authority over Fund IV LP through Solara GP. The economic terms of Fund IV LP's limited partnership agreement, including management fee provisions, carried interest waterfall mechanics, and the rights and obligations of Fund IV LP's limited partners, remain unchanged as a result of the Proposed Reorganization.

The Proposed Reorganization affects Fund IV LP's parallel offshore vehicles — specifically, Fund IV-A Cayman and Fund IV-B Lux — rather than Fund IV LP itself. Those parallel vehicles, which were established to facilitate the participation of non-U.S. and U.S. tax-exempt investors in Fund IV's investment program, will be dissolved and replaced by the feeder/master structure described above. The limited partners of Fund IV LP who are U.S. taxable investors will remain directly invested in Fund IV LP and will not be affected by the LP migration component of the Proposed Reorganization.

B. Specific Provisions of the Credit Agreement Requiring Consent

Notwithstanding the foregoing, we have identified the following provisions of the Credit Agreement that may be implicated by the Proposed Reorganization, and with respect to which we are seeking Ashford's affirmative consent:

(i) Change-of-Control Provision. The dissolution of Fund IV-A Cayman and Fund IV-B Lux and the migration of their respective limited partners to the new feeder/master structure may implicate the change-of-control definitions set forth in the Credit Agreement, to the extent that investor-level ownership changes in affiliated parallel fund vehicles are captured by such definitions, or to the extent that the dissolution or fundamental structural modification of parallel fund vehicles constitutes a "Change of Control" as defined in the Credit Agreement. We note that Fund IV LP itself does not undergo any change of control — Solara GP remains as general partner, and Viktor Raines continues as the ultimate decision-maker — but we are seeking Ashford's confirmation that the structural changes at the parallel vehicle level do not trigger the change-of-control provisions.

(ii) Assignment and Transfer Provisions. The contribution of Fund IV-A Cayman's portfolio assets (Step 2) and Fund IV-B Lux's portfolio assets (Step 3) to the Consolidated Master Fund LP constitutes a transfer of assets by entities that are affiliated with Fund IV LP. To the extent the Credit Agreement contains covenants restricting or requiring consent for the assignment, transfer, conveyance, or disposition of assets by the Borrower or its affiliates, such provisions may be implicated by these contribution steps. We note that the contributed assets are held by the parallel offshore vehicles, not by Fund IV LP directly, but prudence dictates that we seek Ashford's consent with respect to these transfers.

(iii) Borrowing Base / Investor Commitment Provisions. The Facility is a subscription credit facility secured by the uncalled capital commitments of Fund IV LP's limited partners. It is our understanding that the borrowing base is calculated by reference to the capital commitments of the limited partners of Fund IV LP, and not by reference to the capital commitments of limited partners in the parallel offshore vehicles. Accordingly, the LP migration from Fund IV-A Cayman and Fund IV-B Lux to the new feeder structures should not affect the borrowing base. We seek Ashford's confirmation that this understanding is correct, and that the Proposed Reorganization does not adversely affect the calculation of the borrowing base or the eligibility of any investor commitments included therein.

(iv) Negative Covenant — Structural Changes. To the extent the Credit Agreement contains any negative covenant restricting mergers, consolidations, reorganizations, or other fundamental structural changes affecting Fund IV LP or its affiliated parallel fund vehicles, the Proposed Reorganization may trigger such covenant. We are requesting Ashford's consent and waiver with respect to any such negative covenant, to the extent applicable.

(v) Information and Reporting Covenants. To the extent the Credit Agreement imposes an obligation on the Borrower to notify the Lender of material structural changes to the fund complex or to any affiliated entities, this letter and the accompanying materials are intended to satisfy such notification obligations. We are prepared to provide any additional information that may be required to comply fully with such covenants.

C. Representations Regarding No Adverse Impact on the Credit Facility

In connection with the foregoing, the Borrower, through its general partner Solara GP, represents to Ashford as follows:

(a) The Proposed Reorganization does not reduce, modify, or otherwise impair the capital commitments of any limited partner of Fund IV LP. The aggregate uncalled capital commitments of Fund IV LP's limited partners supporting the borrowing base under the Facility remain unchanged as a result of the Proposed Reorganization.

(b) Fund IV LP's direct portfolio holdings are not being transferred, contributed, or otherwise conveyed to any other entity as part of the Proposed Reorganization. Fund IV LP will retain all of its existing investments.

(c) Solara GP's authority over, and control of, Fund IV LP remains unchanged. Viktor Raines will continue to serve as Managing Partner and Founder of Solara and will exercise management authority over Fund IV LP through Solara GP. No change in key person, management, or control of the Borrower is contemplated.

(d) The creditworthiness and borrowing base supporting the $1.1 billion Facility are unaffected by the Proposed Reorganization. The financial condition and prospects of Fund IV LP, as Borrower, are not adversely impacted by the structural changes occurring at the parallel vehicle level.

V. Representative Key Investors

To provide Ashford with additional context regarding the stability and composition of Fund IV's investor base — and to illustrate that the Proposed Reorganization involves an orderly migration of existing investors into a streamlined structure rather than a change in the underlying investor pool — we set forth below a representative sample of Fund IV's limited partners:

As illustrated above, the U.S. taxable investors in Fund IV LP — the limited partners whose uncalled capital commitments support the borrowing base under the Facility — are not being moved to any new entity and will continue to hold their limited partnership interests directly in Fund IV LP. Only the non-U.S. and U.S. tax-exempt investors in the offshore parallel vehicles are being migrated to the new feeder structures, and such migration is being effected with the cooperation and prior consent of the affected investors.

VI. Private Letter Ruling Request

Solara has retained this firm, Calderwood & Harkness LLP, to prepare and submit a private letter ruling ("PLR") request to the Internal Revenue Service's Office of the Associate Chief Counsel (International) ("CC:INTL") to confirm the intended tax-free treatment of the multi-step Proposed Reorganization. Given the magnitude of the built-in gain inherent in the contributed assets (approximately $1.72 billion in aggregate across all contribution steps) and the complexity of the cross-border elements of the transaction, Solara has determined that obtaining a favorable PLR is a prudent and appropriate step to provide certainty to Solara, its investors, and its lending partners, including Ashford.

The PLR request will seek rulings under the following provisions of the Code and Treasury Regulations:

• IRC § 721(a) — confirming that the contributions of assets by the offshore parallel fund vehicles to the Consolidated Master Fund qualify as tax-free contributions to a partnership;

• IRC § 721(b) — confirming that the investment company exception to Section 721(a) does not apply;

• IRC § 367 — addressing cross-border transfer considerations with respect to assets contributed by Luxembourg and Cayman vehicles;

• IRC § 731 — confirming tax-free treatment of distributions of partnership interests upon dissolution of the legacy offshore vehicles;

• IRC § 731(c) — addressing the treatment of distributions of partnership interests as marketable securities, to the extent applicable;

• IRC § 752 — addressing the treatment of liabilities assumed by the Consolidated Master Fund in connection with the asset contributions;

• IRC § 704(c) — addressing the allocation of built-in gain with respect to contributed assets among the partners of the Consolidated Master Fund;

• IRC § 1446 — addressing withholding obligations with respect to effectively connected income allocable to foreign partners of the Consolidated Master Fund; and

• Treas. Reg. § 301.7701-3 — confirming the entity classification elections for the newly formed entities.

A pre-submission conference with IRS CC:INTL Branch 1 has been requested for July 22, 2025, at which we expect to discuss the scope of the requested rulings, the transaction structure, and any preliminary concerns the IRS may have with the intended tax treatment. The target submission date for the formal PLR request is August 15, 2025. The IRS user fee of $38,000 will accompany the submission in accordance with Rev. Proc. 2025-1.

We will keep Ashford's counsel apprised of the status of the PLR process to the extent relevant to the Credit Agreement and the Facility.

VII. Advisors and Counsel Involved

For Ashford's reference, the following advisors and counsel are engaged in connection with the Proposed Reorganization:

• Calderwood & Harkness LLP — U.S. tax counsel to Solara and its affiliates. Leonard Cross, Partner, serves as the responsible partner for the engagement. Sylvia Hartwell, Partner, serves as the billing partner.

• Whitfield, Carruthers & Doyle LLP — outside counsel to the LP Advisory Committee of Fund IV. Diana Carruthers, Partner, is leading the LPAC's review of the Proposed Reorganization for purposes of the LP consent process.

• Bramhall & Quelwick LLP — independent tax counsel retained by the Nordhaven Sovereign Wealth Fund. Jason Tremaine, Partner, is advising Nordhaven with respect to the tax implications of the LP migration and the reorganization for non-U.S. sovereign investors.

• Meridian Offshore Legal — Cayman Islands counsel engaged to advise on the formation and registration of the new Cayman Islands feeder vehicles and the dissolution of Fund IV-A Cayman and Fund V-A Cayman. Fiona McAllister, Partner, is leading the Cayman Islands workstream.

• Veldhuis & Gérard S.à r.l. — Luxembourg counsel engaged to advise on the dissolution of Fund IV-B Lux and Fund V-B Lux under Luxembourg law. Marc Gérard, Managing Partner, is leading the Luxembourg workstream.

• Caldwell Pierce & Co. LLP — independent accounting firm providing financial data support in connection with the Proposed Reorganization, including the preparation of the adjusted tax basis schedules, built-in gain analyses, and financial statements required for the PLR submission. Helen Okamoto, Partner, leads the engagement.

• Redstone Advisory Group LLC — independent valuation firm retained to provide fair market value appraisals of the portfolio company interests being contributed to the Consolidated Master Fund. Marco DeLuca, Managing Director, leads the valuation engagement.

VIII. Specific Consent Requested

Based on the foregoing, we respectfully and formally request that Ashford National Bank, N.A., as Lender under the $1.1 billion subscription revolving credit facility for Fund IV pursuant to the Credit Agreement, provide its consent to each of the following:

(a) The contribution of all portfolio assets of Fund IV-A (Cayman) LP to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund, as described in Step 2 of the Proposed Reorganization, and the contribution of all portfolio assets of Fund IV-B (Luxembourg) SCSp to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund, as described in Step 3 of the Proposed Reorganization;

(b) The dissolution of Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp and the migration of their respective limited partners to the new feeder structures (Solara International Feeder (Cayman) LP and Solara Tax-Exempt Feeder (Cayman) LP, as applicable), as described in Step 5 of the Proposed Reorganization;

(c) Any related amendments to the organizational documents of Fund IV LP, including amendments to the Second Amended and Restated Agreement of Limited Partnership of Fund IV LP, to the extent necessary to authorize or reflect the transactions contemplated by the Proposed Reorganization; and

(d) Confirmation that the transactions described in clauses (a) through (c) above do not constitute a "Change of Control," an "Event of Default," or a breach of any covenant under the Credit Agreement, and that no prepayment, mandatory repayment, or other remedy is triggered by the consummation of such transactions.

We request that Ashford's consent be provided in the form of a consent and amendment agreement to be executed by the Borrower and the Lender. A draft of such consent and amendment agreement will be provided separately to Ashford and its counsel for review and comment.

Solara is prepared to provide any additional information, documentation, or representations that Ashford National Bank may reasonably require in connection with its review and approval of the Proposed Reorganization. We are committed to working cooperatively and expeditiously with Ashford to address any questions or concerns that may arise.

IX. Timeline and Requested Response Date

Set forth below is a summary of the key dates in the Proposed Reorganization timeline that are relevant to the Facility and the consent process:

As reflected above, the first transaction step directly implicating Fund IV's parallel vehicles (Step 2 — the Fund IV-A Cayman asset contribution) is targeted for October 1, 2025. In order to allow adequate time for the negotiation and execution of the consent and amendment agreement prior to that date, we respectfully request that Ashford provide its consent, or any comments on the Proposed Reorganization, on or before July 31, 2025 — approximately thirty (30) days from the date of this letter. We recognize that Ashford may require additional time to complete its internal review, and we are prepared to accommodate a reasonable extension of that timeline, provided that the parties are engaged in active discussions.

X. Contacts and Further Information

For questions regarding the Proposed Reorganization, this consent request, or any related matters, please do not hesitate to contact the following individuals:

Counsel to Solara:

Leonard Cross, Partner Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Tel: (202) 555-7412

Email: lcross@calderwoodharkness.com

Robert Jansen, Associate Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Tel: (202) 555-7438

Email: rjansen@calderwoodharkness.com

Client Contacts:

Priya Narasimhan, General Counsel Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801 Tel: (302) 555-6100

Email: pnarasimhan@solaradigital.com

Douglas Wexford, Chief Financial Officer Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801 Tel: (302) 555-6105

Email: dwexford@solaradigital.com

XI. Confidentiality Notice

This letter and its contents are confidential and are subject to the attorney-client privilege, the work product doctrine, and such other privileges and protections as may apply. The information contained herein regarding the Proposed Reorganization, including the identities of investors, the financial parameters of the transaction, and the details of the PLR request, is furnished to Ashford National Bank solely in its capacity as Lender under the Credit Agreement and in connection with this consent request.

We respectfully request that Ashford National Bank and its officers, employees, agents, and advisors treat the information regarding the Proposed Reorganization as strictly confidential in accordance with the confidentiality provisions set forth in the Credit Agreement. Disclosure of any such information to third parties, other than to Ashford's legal counsel and advisors engaged in connection with this consent request, should not be made without the prior written consent of Solara.

We express our sincere appreciation for the continued lending relationship between Ashford National Bank and Solara, which has been a valued and productive partnership since the establishment of the Facility in 2021. We believe the Proposed Reorganization will strengthen and simplify the Solara fund platform to the benefit of all stakeholders, including Ashford as lender. We look forward to Ashford's prompt review of this consent request and to working collaboratively with Ashford and its counsel to bring this matter to a successful resolution in advance of the transaction timeline set forth above.

We are available at your convenience to discuss this matter further, whether by telephone, videoconference, or in person at your offices in Chicago or ours in Washington or New York.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Leonard Cross Partner

1900 K Street NW, Suite 1100 Washington, DC 20006 Tel: (202) 555-7412

Email: lcross@calderwoodharkness.com

cc: (via electronic mail)

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 Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure LP Sylvia Hartwell, Partner, Calderwood & Harkness LLP Robert Jansen, Associate, Calderwood & Harkness LLP

Enclosures / Attachments:

The following materials will be provided under separate cover or are available upon request:

1. Draft Consent and Amendment Agreement

2. Pre-Reorganization Organizational Charts

3. Post-Reorganization Organizational Charts

4. Step Transaction Diagrams

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — ATTORNEY WORK PRODUCT This communication is intended solely for the use of the addressee and may contain information that is privileged, confidential, or otherwise protected from disclosure. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this communication in error, please notify the sender immediately and destroy all copies of the original communication.

Portfolio Company	Entity Type	Sector	FMV	Adjusted Tax Basis	Holding Vehicle(s)
NovaBright Data Systems Inc.	Delaware corporation	Data center operator	$890 million	$520 million	Fund IV-A Cayman (60%); Fund IV LP (40%)
Crestline Cloud Solutions LLC	Delaware LLC (disregarded entity)	SaaS platform	€340M / $367M	€195M / $211M	Fund IV-B Lux (100%)
Thorngate Fiber Networks LP	Delaware LP	Fiber-optic network operator	$670 million	$490 million	Fund IV-A Cayman (100%)
Parameter	Amount
Total fair market value of assets contributed	$7.75 billion
Total adjusted tax basis of contributed assets	$6.03 billion
Total aggregate 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 assumed by Consolidated Master Fund	$1.34 billion
Investor	Type	Commitment	Vehicle	Post-Reorganization Status
Pinnacle State Employees' Retirement System	U.S. public pension fund	$275 million	Fund IV LP	Remains directly in Fund IV LP
Grandview University Endowment	U.S. tax-exempt	$120 million	Fund IV LP	Remains directly in Fund IV LP
Nordhaven Sovereign Wealth Fund	Non-U.S. sovereign wealth fund	$380 million	Fund IV-A Cayman	Migrating to Solara International Feeder (Cayman) LP
Kestrel Pacific Insurance Group	Non-U.S. insurance company	€200 million	Fund IV-B Lux	Migrating to Solara International Feeder (Cayman) LP
Argyle Family Office Holdings LLC	U.S. taxable family office	$95 million	Fund IV LP	Remains directly in Fund IV LP
Milestone	Target Date
Pre-submission conference with IRS CC:INTL Branch 1	July 22, 2025
Requested date for Ashford consent or initial comments	July 31, 2025
PLR request submission to IRS	August 15, 2025
Step 1 — Formation of new entities	September 15, 2025
Step 2 — Fund IV-A Cayman asset contribution	October 1, 2025
Step 3 — Fund IV-B Lux asset contribution	October 15, 2025
Step 4 — Fund V offshore asset contributions	November 1, 2025
Step 5 — Dissolution of legacy vehicles and LP migration	December 1, 2025

CALDERWOOD & HARKNESS LLP Attorneys at Law
1900 K Street NW, Suite 1100 Washington, DC 20006 Tel: (202) 555-7400 | Fax: (202) 555-7401
600 Lexington Avenue, 38th Floor New York, NY 10022 Tel: (212) 555-3200 | Fax: (212) 555-3201
www.calderwoodharkness.com
June 30, 2025
VIA ELECTRONIC MAIL AND OVERNIGHT COURIER
Thomas Greenleaf Managing Director, Fund Finance Ashford National Bank, N.A. 225 West Wacker Drive, Suite 5000 Chicago, IL 60606
Re: Request for Lender Consent Under Revolving Credit Agreement dated as of September 12, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement") — Solara Digital Partners Fund IV LP (the "Borrower") — $1.1 Billion Subscription Revolving Credit Facility; Engagement on Behalf of Solara Digital Infrastructure LP and Its Affiliates
Dear Mr. Greenleaf:
I. Introduction and Purpose
This firm represents 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 its affiliates, in connection with a cross-border fund-platform reorganization described in greater detail herein. We write this letter on behalf of Solara Digital Partners Fund IV LP ("Fund IV" or the "Borrower"), a Delaware limited partnership (EIN 85-2103748), in its capacity as Borrower under the $1.1 billion subscription revolving credit facility (the "Facility") provided by Ashford National Bank, N.A. ("Ashford" or the "Lender") pursuant to the Credit Agreement referenced above.
The general partner of Fund IV is Solara Digital Infrastructure GP LLC ("Solara GP"), a Delaware limited liability company (EIN 82-4917365). Solara GP is managed by Viktor Raines, Managing Partner and Founder of Solara, who exercises day-to-day oversight over the investment activities and operations of Fund IV and its parallel vehicles. Solara GP's authority to act on behalf of Fund IV, including with respect to the matters described in this letter, is established pursuant to the Second Amended and Restated Agreement of Limited Partnership of Fund IV, dated as of September 12, 2021, as amended.
The purpose of this letter is to formally request that Ashford National Bank, N.A., as Lender under the Credit Agreement, consent to a proposed multi-step reorganization of certain offshore parallel fund vehicles affiliated with Fund IV (the "Proposed Reorganization"), as described in detail below. We believe that the Proposed Reorganization does not adversely affect the creditworthiness or borrowing base supporting the Facility, and that Fund IV LP itself will continue to exist in its current form as a Delaware limited partnership following consummation of the Proposed Reorganization. Nevertheless, certain provisions of the Credit Agreement may be implicated by the structural changes to Fund IV's affiliated parallel vehicles, and accordingly, we are seeking Ashford's affirmative consent to the Proposed Reorganization as a matter of prudent practice and in the spirit of the cooperative lending relationship between Ashford and Solara.
We respectfully request that Ashford review this letter and the accompanying materials and provide its consent, or any comments on the Proposed Reorganization, on or before July 31, 2025, to allow adequate time for the negotiation and execution of a consent and amendment agreement in advance of the initial transaction steps, which are targeted to commence on September 15, 2025.
II. Background — Solara Fund Platform
A. Overview of Solara Digital Infrastructure LP
Solara Digital Infrastructure LP is a Delaware-based private equity sponsor founded on March 17, 2014. As of March 31, 2025, Solara manages approximately $14.7 billion in assets under management across investment strategies focused on digital infrastructure — including data centers, fiber-optic networks, and edge computing facilities — and enterprise software-as-a-service ("SaaS") verticals. Solara's investment thesis is centered on the convergence of physical and digital infrastructure and the sustained secular growth in demand for cloud computing, artificial intelligence workloads, and high-bandwidth connectivity solutions.
Solara operates through a series of parallel fund structures organized across multiple jurisdictions, including Delaware, the Cayman Islands, and the Grand Duchy of Luxembourg, in order to accommodate the varying tax, regulatory, and structural requirements of its diverse investor base, which includes U.S. taxable investors, U.S. tax-exempt investors (including public pensions, university endowments, and charitable foundations), and non-U.S. investors (including sovereign wealth funds, foreign pension plans, and non-U.S. insurance companies). This multi-jurisdictional approach has served Solara's platform well since its inception, but as described below, recent regulatory developments and operational considerations have prompted a strategic reassessment of the platform's organizational structure.
B. Fund IV Structure Overview
Fund IV, which is the Borrower under the Credit Agreement, was established as a 2021-vintage fund and currently has approximately $4.2 billion in aggregate capital commitments. As of the date of this letter, Fund IV is approximately 72% deployed across its investment program. The Fund IV platform consists of the following three parallel vehicles:
(i) Solara Digital Partners Fund IV LP — a Delaware limited partnership with $4.2 billion in capital commitments. The general partner of Fund IV LP is Solara Digital Infrastructure GP LLC, a Delaware limited liability company. Fund IV LP is the Borrower under the Credit Agreement and is the primary vehicle for U.S. taxable investors.
(ii) Solara Digital Partners Fund IV-A (Cayman) LP ("Fund IV-A Cayman") — a Cayman Islands exempted limited partnership with $1.85 billion in capital commitments. Fund IV-A Cayman was established as a parallel fund to accommodate non-U.S. investors and U.S. tax-exempt investors seeking to avoid unrelated business taxable income ("UBTI"). Fund IV-A Cayman's registered office is located at Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111, Cayman Islands. Its general partner 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.
(iii) Solara Digital Partners Fund IV-B (Luxembourg) SCSp ("Fund IV-B Lux") — a Luxembourg special limited partnership (société en commandite spéciale) with €1.15 billion (approximately $1.24 billion at a conversion rate of 1.08 EUR/USD) in capital commitments. Fund IV-B Lux was established to accommodate European and certain other non-U.S. investors who prefer a Luxembourg-domiciled vehicle for regulatory, treaty, or reporting purposes. Fund IV-B Lux's registered office is located at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, Grand Duchy of Luxembourg. Its general partner is Solara Luxembourg Management S.à r.l. Fund IV-B Lux is registered with the Luxembourg Register of Commerce and Companies (Registre de Commerce et des Sociétés) under number B 248193.
C. Fund IV Portfolio Holdings
Across its three parallel vehicles, Fund IV holds interests in eleven (11) portfolio companies spanning the digital infrastructure and enterprise SaaS sectors. For purposes of providing Ashford with context regarding the nature and scale of Fund IV's investments, we set forth below representative portfolio holdings:
The foregoing is illustrative only and does not represent a complete listing of Fund IV's portfolio companies. A comprehensive portfolio summary will be made available to Ashford upon request.
III. Description of the Proposed Reorganization
A. Business Rationale
The Proposed Reorganization is motivated by several converging factors that, taken together, support a strategic realignment of Solara's offshore fund architecture. Specifically:
(i) Operational Cost Reduction. Solara currently incurs approximately $3.8 million per annum in duplicative offshore administration, audit, regulatory filing, and compliance fees across its Cayman Islands and Luxembourg fund vehicles. These costs include separate annual audit engagements, local registered agent and corporate services fees, CIMA registration and annual fees, Luxembourg filing obligations, and the engagement of local legal counsel in each jurisdiction to support ongoing compliance matters. The Proposed Reorganization is expected to eliminate a substantial portion of these duplicative costs by consolidating offshore fund activities into a streamlined master-feeder structure.
(ii) OECD Pillar Two Global Anti-Base Erosion (GloBE) Rules. The OECD's Pillar Two GloBE rules, which establish a global minimum effective tax rate of 15% for large multinational enterprises, become effective for Solara's Luxembourg entities beginning with fiscal year 2025. The implementation of these rules, including the Income Inclusion Rule ("IIR") and the Undertaxed Profits Rule ("UTPR"), significantly diminishes the historical tax planning benefits associated with the use of Luxembourg SCSp structures. The Proposed Reorganization takes account of this changed regulatory landscape by reducing Solara's reliance on Luxembourg vehicles.
(iii) Simplified Compliance Under FATCA and CRS. The consolidation of offshore fund vehicles into a single master fund structure with two Cayman feeder entities is expected to materially simplify Solara's compliance obligations under the Foreign Account Tax Compliance Act ("FATCA") and the OECD Common Reporting Standard ("CRS"), reducing the number of separate reporting entities and the complexity of inter-entity information flows.
(iv) LP-Requested Governance Simplification. Several of Solara's institutional limited partners have expressed a preference for a simplified governance structure that reduces the number of parallel fund entities, streamlines advisory committee processes, and enhances transparency with respect to co-investment and capital allocation mechanics. The LP Advisory Committee ("LPAC") of Fund IV has been consulted regarding the Proposed Reorganization, as described below.
With respect to the Solara GP's governance process, we note the following:
• On March 14, 2025, the board of managers of Solara Digital Infrastructure GP LLC approved the exploration of the fund-platform reorganization and authorized the engagement of Calderwood & Harkness LLP and other advisors to develop and implement the transaction structure.
• On April 22, 2025, at a duly convened meeting of the LPAC of Fund IV, preliminary consent to the Proposed Reorganization was obtained from limited partners representing approximately 78% of the aggregate capital commitments of Fund IV and its parallel vehicles. Formal LP consent will be solicited in accordance with the terms of the applicable limited partnership agreements upon completion of the regulatory and lender consent processes.
B. Overview of the Multi-Step Transaction
The Proposed Reorganization consists of five integrated steps, each of which is described in detail below. The target effective date for the completion of all five steps is December 1, 2025. The Proposed Reorganization involves the domestication and merger of Fund IV's Cayman Islands and Luxembourg parallel fund vehicles (together with corresponding vehicles in Solara's Fund V platform) into a newly established Delaware-domiciled master fund structure, supported by two Cayman Islands feeder vehicles for non-U.S. and U.S. tax-exempt investors, respectively.
Step 1 — Formation of New Entities (Target: September 15, 2025). The initial step of the Proposed Reorganization involves the formation of the following new entities:
(a) Solara Consolidated Master Fund GP LLC — a newly formed Delaware limited liability company that will serve as the general partner of the Consolidated Master Fund. Solara Consolidated Master Fund GP LLC will be managed by Viktor Raines in his capacity as Managing Partner and Founder of Solara.
(b) Solara Consolidated Master Fund LP (the "Consolidated Master Fund" or "Master Fund") — a newly formed Delaware limited partnership that will serve as the central investment vehicle into which the offshore parallel fund assets will be contributed and through which co-investment alongside Fund IV LP and Fund V LP will be conducted on a going-forward basis.
(c) Solara International Feeder (Cayman) LP (the "International Feeder") — a newly formed Cayman Islands exempted limited partnership that will serve as the feeder vehicle for non-U.S. investors who were previously invested through Fund IV-A Cayman, Fund IV-B Lux, or corresponding Fund V offshore vehicles.
(d) Solara Tax-Exempt Feeder (Cayman) LP (the "Tax-Exempt Feeder") — a newly formed Cayman Islands exempted limited partnership that will serve as the feeder vehicle for U.S. tax-exempt investors who require UBTI-blocker protections and were previously invested through the offshore parallel fund vehicles.
IRS Form 8832 entity classification elections ("check-the-box" elections) will be filed with respect to each new entity to elect partnership classification for U.S. federal income tax purposes, to the extent that partnership classification is not the default classification for such entity. Capitol Registered Agents Inc., located at 850 New Burton Road, Suite 201, Dover, Delaware 19904, will serve as the registered agent in the State of Delaware for each newly formed Delaware entity.
Step 2 — Contribution of Fund IV-A Cayman Assets (Target: October 1, 2025). In the second step of the Proposed Reorganization, 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 financial parameters of this contribution are as follows:
• Aggregate fair market value of contributed assets: $2.31 billion
• Aggregate adjusted tax basis of contributed assets: $1.62 billion
• Aggregate built-in gain: $690 million
It is the intent of the parties that this contribution qualify as a tax-free contribution to a partnership under Section 721(a) of the Internal Revenue Code of 1986, as amended (the "Code"), such that no gain or loss is recognized by either Fund IV-A Cayman or the Consolidated Master Fund upon the consummation of this step. The contributed assets will take a carryover basis in the hands of the Consolidated Master Fund under Section 723 of the Code, and Fund IV-A Cayman will take a substituted basis in its partnership interest under Section 722 of the Code.
Step 3 — Contribution of Fund IV-B Luxembourg Assets (Target: October 15, 2025). In the third step, 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 financial parameters of this contribution are as follows:
• Aggregate fair market value of contributed assets: €1.07 billion / $1.16 billion (at an assumed conversion rate of 1.08 EUR/USD)
• Aggregate adjusted tax basis of contributed assets: €782 million / $844.6 million
• Aggregate built-in gain: €288 million / $311 million
As with Step 2, the parties intend that this contribution qualify as a tax-free contribution under Section 721(a) of the Code. The same carryover basis and substituted basis principles under Sections 723 and 722, respectively, will apply.
Step 4 — Contribution of Fund V Offshore Assets (Target: November 1, 2025). While Fund V is not a party to the Credit Agreement and its transactions are not the primary subject of this consent request, we describe Step 4 here for completeness, as the Consolidated Master Fund will hold assets contributed from both Fund IV and Fund V offshore vehicles, and Ashford should have visibility into the full scope of assets held by the Master Fund following consummation of the Proposed Reorganization.
(a) Fund V-A (Cayman) LP will contribute all of its portfolio assets to the Consolidated Master Fund LP. Aggregate fair market value: $2.89 billion; aggregate adjusted tax basis: $2.34 billion; aggregate built-in gain: $550 million.
(b) Fund V-B (Luxembourg) SCSp will contribute all of its portfolio assets to the Consolidated Master Fund LP. Aggregate fair market value: €1.29 billion / $1.39 billion; aggregate adjusted tax basis: €1.14 billion / $1.23 billion; aggregate built-in gain: €150 million / $162 million.
The same intended tax-free treatment under Section 721(a) of the Code applies to each of the contributions contemplated by Step 4.
Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target: December 1, 2025). In the final step of the Proposed Reorganization, the following legacy offshore fund vehicles will be dissolved in accordance with the laws of their respective jurisdictions of organization:
• Fund IV-A (Cayman) LP
• Fund IV-B (Luxembourg) SCSp
• Fund V-A (Cayman) LP
• Fund V-B (Luxembourg) SCSp
Upon dissolution, each legacy offshore vehicle will distribute its limited partnership interest in the Consolidated Master Fund LP to its existing limited partners, in proportion to each limited partner's relative interest in the dissolving vehicle. Following such distribution:
• Non-U.S. limited partners will contribute their distributed Consolidated Master Fund interests into the Solara International Feeder (Cayman) LP and will thereafter hold their economic interests in the Consolidated Master Fund indirectly through the International Feeder.
• U.S. tax-exempt limited partners will contribute their distributed Consolidated Master Fund interests into the Solara Tax-Exempt Feeder (Cayman) LP and will thereafter hold their economic interests in the Consolidated Master Fund indirectly through the Tax-Exempt Feeder.
The dissolutions and LP migration will be conducted in a manner intended to qualify for tax-free treatment under Section 731 of the Code, and the tax consequences of the dissolution and distribution steps are among the issues addressed in the private letter ruling request described in Section VI below.
C. Post-Reorganization Structure
Following the consummation of all five steps of the Proposed Reorganization, the Solara fund platform will be organized as follows:
• Solara International Feeder (Cayman) LP and Solara Tax-Exempt Feeder (Cayman) LP will serve as the two Cayman Islands feeder vehicles, investing into the Consolidated Master Fund LP as limited partners.
• Solara Consolidated Master Fund LP will serve as the central Delaware-domiciled investment vehicle holding the portfolio assets previously held by the four dissolved offshore vehicles (Fund IV-A Cayman, Fund IV-B Lux, Fund V-A Cayman, and Fund V-B Lux).
• U.S. taxable investors will remain directly in Fund IV LP and Fund V LP, respectively, and will not be migrated to any new entity. Fund IV LP and Fund V LP will co-invest alongside the Consolidated Master Fund on a pari passu basis with respect to future investments.
• Solara Consolidated Master Fund GP LLC, managed by Viktor Raines, will serve as the general partner of the Consolidated Master Fund LP.
Pre-reorganization and post-reorganization organizational charts and step transaction diagrams will be provided under separate cover for Ashford's reference.
D. Aggregate Financial Parameters
For Ashford's convenience, the aggregate financial parameters of the assets being transferred to the Consolidated Master Fund LP across all four contribution steps (Steps 2 through 4) are summarized below:
IV. Impact on Fund IV and the Credit Agreement
A. Continued Existence of Fund IV LP
We wish to emphasize at the outset that Solara Digital Partners Fund IV LP — the Borrower under the Credit Agreement — will continue to exist as a Delaware limited partnership following the consummation of the Proposed Reorganization. Fund IV LP is not being merged, dissolved, consolidated, or otherwise terminated as part of the Proposed Reorganization.
Moreover, Fund IV LP's direct investments are not being contributed to the Consolidated Master Fund. Fund IV LP will retain its existing portfolio holdings and will continue to co-invest alongside the Consolidated Master Fund on a going-forward basis. Solara Digital Infrastructure GP LLC will remain as the general partner of Fund IV LP, and Viktor Raines will continue to exercise management authority over Fund IV LP through Solara GP. The economic terms of Fund IV LP's limited partnership agreement, including management fee provisions, carried interest waterfall mechanics, and the rights and obligations of Fund IV LP's limited partners, remain unchanged as a result of the Proposed Reorganization.
The Proposed Reorganization affects Fund IV LP's parallel offshore vehicles — specifically, Fund IV-A Cayman and Fund IV-B Lux — rather than Fund IV LP itself. Those parallel vehicles, which were established to facilitate the participation of non-U.S. and U.S. tax-exempt investors in Fund IV's investment program, will be dissolved and replaced by the feeder/master structure described above. The limited partners of Fund IV LP who are U.S. taxable investors will remain directly invested in Fund IV LP and will not be affected by the LP migration component of the Proposed Reorganization.
B. Specific Provisions of the Credit Agreement Requiring Consent
Notwithstanding the foregoing, we have identified the following provisions of the Credit Agreement that may be implicated by the Proposed Reorganization, and with respect to which we are seeking Ashford's affirmative consent:
(i) Change-of-Control Provision. The dissolution of Fund IV-A Cayman and Fund IV-B Lux and the migration of their respective limited partners to the new feeder/master structure may implicate the change-of-control definitions set forth in the Credit Agreement, to the extent that investor-level ownership changes in affiliated parallel fund vehicles are captured by such definitions, or to the extent that the dissolution or fundamental structural modification of parallel fund vehicles constitutes a "Change of Control" as defined in the Credit Agreement. We note that Fund IV LP itself does not undergo any change of control — Solara GP remains as general partner, and Viktor Raines continues as the ultimate decision-maker — but we are seeking Ashford's confirmation that the structural changes at the parallel vehicle level do not trigger the change-of-control provisions.
(ii) Assignment and Transfer Provisions. The contribution of Fund IV-A Cayman's portfolio assets (Step 2) and Fund IV-B Lux's portfolio assets (Step 3) to the Consolidated Master Fund LP constitutes a transfer of assets by entities that are affiliated with Fund IV LP. To the extent the Credit Agreement contains covenants restricting or requiring consent for the assignment, transfer, conveyance, or disposition of assets by the Borrower or its affiliates, such provisions may be implicated by these contribution steps. We note that the contributed assets are held by the parallel offshore vehicles, not by Fund IV LP directly, but prudence dictates that we seek Ashford's consent with respect to these transfers.
(iii) Borrowing Base / Investor Commitment Provisions. The Facility is a subscription credit facility secured by the uncalled capital commitments of Fund IV LP's limited partners. It is our understanding that the borrowing base is calculated by reference to the capital commitments of the limited partners of Fund IV LP, and not by reference to the capital commitments of limited partners in the parallel offshore vehicles. Accordingly, the LP migration from Fund IV-A Cayman and Fund IV-B Lux to the new feeder structures should not affect the borrowing base. We seek Ashford's confirmation that this understanding is correct, and that the Proposed Reorganization does not adversely affect the calculation of the borrowing base or the eligibility of any investor commitments included therein.
(iv) Negative Covenant — Structural Changes. To the extent the Credit Agreement contains any negative covenant restricting mergers, consolidations, reorganizations, or other fundamental structural changes affecting Fund IV LP or its affiliated parallel fund vehicles, the Proposed Reorganization may trigger such covenant. We are requesting Ashford's consent and waiver with respect to any such negative covenant, to the extent applicable.
(v) Information and Reporting Covenants. To the extent the Credit Agreement imposes an obligation on the Borrower to notify the Lender of material structural changes to the fund complex or to any affiliated entities, this letter and the accompanying materials are intended to satisfy such notification obligations. We are prepared to provide any additional information that may be required to comply fully with such covenants.
C. Representations Regarding No Adverse Impact on the Credit Facility
In connection with the foregoing, the Borrower, through its general partner Solara GP, represents to Ashford as follows:
(a) The Proposed Reorganization does not reduce, modify, or otherwise impair the capital commitments of any limited partner of Fund IV LP. The aggregate uncalled capital commitments of Fund IV LP's limited partners supporting the borrowing base under the Facility remain unchanged as a result of the Proposed Reorganization.
(b) Fund IV LP's direct portfolio holdings are not being transferred, contributed, or otherwise conveyed to any other entity as part of the Proposed Reorganization. Fund IV LP will retain all of its existing investments.
(c) Solara GP's authority over, and control of, Fund IV LP remains unchanged. Viktor Raines will continue to serve as Managing Partner and Founder of Solara and will exercise management authority over Fund IV LP through Solara GP. No change in key person, management, or control of the Borrower is contemplated.
(d) The creditworthiness and borrowing base supporting the $1.1 billion Facility are unaffected by the Proposed Reorganization. The financial condition and prospects of Fund IV LP, as Borrower, are not adversely impacted by the structural changes occurring at the parallel vehicle level.
V. Representative Key Investors
To provide Ashford with additional context regarding the stability and composition of Fund IV's investor base — and to illustrate that the Proposed Reorganization involves an orderly migration of existing investors into a streamlined structure rather than a change in the underlying investor pool — we set forth below a representative sample of Fund IV's limited partners:
As illustrated above, the U.S. taxable investors in Fund IV LP — the limited partners whose uncalled capital commitments support the borrowing base under the Facility — are not being moved to any new entity and will continue to hold their limited partnership interests directly in Fund IV LP. Only the non-U.S. and U.S. tax-exempt investors in the offshore parallel vehicles are being migrated to the new feeder structures, and such migration is being effected with the cooperation and prior consent of the affected investors.
VI. Private Letter Ruling Request
Solara has retained this firm, Calderwood & Harkness LLP, to prepare and submit a private letter ruling ("PLR") request to the Internal Revenue Service's Office of the Associate Chief Counsel (International) ("CC:INTL") to confirm the intended tax-free treatment of the multi-step Proposed Reorganization. Given the magnitude of the built-in gain inherent in the contributed assets (approximately $1.72 billion in aggregate across all contribution steps) and the complexity of the cross-border elements of the transaction, Solara has determined that obtaining a favorable PLR is a prudent and appropriate step to provide certainty to Solara, its investors, and its lending partners, including Ashford.
The PLR request will seek rulings under the following provisions of the Code and Treasury Regulations:
• IRC § 721(a) — confirming that the contributions of assets by the offshore parallel fund vehicles to the Consolidated Master Fund qualify as tax-free contributions to a partnership;
• IRC § 721(b) — confirming that the investment company exception to Section 721(a) does not apply;
• IRC § 367 — addressing cross-border transfer considerations with respect to assets contributed by Luxembourg and Cayman vehicles;
• IRC § 731 — confirming tax-free treatment of distributions of partnership interests upon dissolution of the legacy offshore vehicles;
• IRC § 731(c) — addressing the treatment of distributions of partnership interests as marketable securities, to the extent applicable;
• IRC § 752 — addressing the treatment of liabilities assumed by the Consolidated Master Fund in connection with the asset contributions;
• IRC § 704(c) — addressing the allocation of built-in gain with respect to contributed assets among the partners of the Consolidated Master Fund;
• IRC § 1446 — addressing withholding obligations with respect to effectively connected income allocable to foreign partners of the Consolidated Master Fund; and
• Treas. Reg. § 301.7701-3 — confirming the entity classification elections for the newly formed entities.
A pre-submission conference with IRS CC:INTL Branch 1 has been requested for July 22, 2025, at which we expect to discuss the scope of the requested rulings, the transaction structure, and any preliminary concerns the IRS may have with the intended tax treatment. The target submission date for the formal PLR request is August 15, 2025. The IRS user fee of $38,000 will accompany the submission in accordance with Rev. Proc. 2025-1.
We will keep Ashford's counsel apprised of the status of the PLR process to the extent relevant to the Credit Agreement and the Facility.
VII. Advisors and Counsel Involved
For Ashford's reference, the following advisors and counsel are engaged in connection with the Proposed Reorganization:
• Calderwood & Harkness LLP — U.S. tax counsel to Solara and its affiliates. Leonard Cross, Partner, serves as the responsible partner for the engagement. Sylvia Hartwell, Partner, serves as the billing partner.
• Whitfield, Carruthers & Doyle LLP — outside counsel to the LP Advisory Committee of Fund IV. Diana Carruthers, Partner, is leading the LPAC's review of the Proposed Reorganization for purposes of the LP consent process.
• Bramhall & Quelwick LLP — independent tax counsel retained by the Nordhaven Sovereign Wealth Fund. Jason Tremaine, Partner, is advising Nordhaven with respect to the tax implications of the LP migration and the reorganization for non-U.S. sovereign investors.
• Meridian Offshore Legal — Cayman Islands counsel engaged to advise on the formation and registration of the new Cayman Islands feeder vehicles and the dissolution of Fund IV-A Cayman and Fund V-A Cayman. Fiona McAllister, Partner, is leading the Cayman Islands workstream.
• Veldhuis & Gérard S.à r.l. — Luxembourg counsel engaged to advise on the dissolution of Fund IV-B Lux and Fund V-B Lux under Luxembourg law. Marc Gérard, Managing Partner, is leading the Luxembourg workstream.
• Caldwell Pierce & Co. LLP — independent accounting firm providing financial data support in connection with the Proposed Reorganization, including the preparation of the adjusted tax basis schedules, built-in gain analyses, and financial statements required for the PLR submission. Helen Okamoto, Partner, leads the engagement.
• Redstone Advisory Group LLC — independent valuation firm retained to provide fair market value appraisals of the portfolio company interests being contributed to the Consolidated Master Fund. Marco DeLuca, Managing Director, leads the valuation engagement.
VIII. Specific Consent Requested
Based on the foregoing, we respectfully and formally request that Ashford National Bank, N.A., as Lender under the $1.1 billion subscription revolving credit facility for Fund IV pursuant to the Credit Agreement, provide its consent to each of the following:
(a) The contribution of all portfolio assets of Fund IV-A (Cayman) LP to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund, as described in Step 2 of the Proposed Reorganization, and the contribution of all portfolio assets of Fund IV-B (Luxembourg) SCSp to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund, as described in Step 3 of the Proposed Reorganization;
(b) The dissolution of Fund IV-A (Cayman) LP and Fund IV-B (Luxembourg) SCSp and the migration of their respective limited partners to the new feeder structures (Solara International Feeder (Cayman) LP and Solara Tax-Exempt Feeder (Cayman) LP, as applicable), as described in Step 5 of the Proposed Reorganization;
(c) Any related amendments to the organizational documents of Fund IV LP, including amendments to the Second Amended and Restated Agreement of Limited Partnership of Fund IV LP, to the extent necessary to authorize or reflect the transactions contemplated by the Proposed Reorganization; and
(d) Confirmation that the transactions described in clauses (a) through (c) above do not constitute a "Change of Control," an "Event of Default," or a breach of any covenant under the Credit Agreement, and that no prepayment, mandatory repayment, or other remedy is triggered by the consummation of such transactions.
We request that Ashford's consent be provided in the form of a consent and amendment agreement to be executed by the Borrower and the Lender. A draft of such consent and amendment agreement will be provided separately to Ashford and its counsel for review and comment.
Solara is prepared to provide any additional information, documentation, or representations that Ashford National Bank may reasonably require in connection with its review and approval of the Proposed Reorganization. We are committed to working cooperatively and expeditiously with Ashford to address any questions or concerns that may arise.
IX. Timeline and Requested Response Date
Set forth below is a summary of the key dates in the Proposed Reorganization timeline that are relevant to the Facility and the consent process:
As reflected above, the first transaction step directly implicating Fund IV's parallel vehicles (Step 2 — the Fund IV-A Cayman asset contribution) is targeted for October 1, 2025. In order to allow adequate time for the negotiation and execution of the consent and amendment agreement prior to that date, we respectfully request that Ashford provide its consent, or any comments on the Proposed Reorganization, on or before July 31, 2025 — approximately thirty (30) days from the date of this letter. We recognize that Ashford may require additional time to complete its internal review, and we are prepared to accommodate a reasonable extension of that timeline, provided that the parties are engaged in active discussions.
X. Contacts and Further Information
For questions regarding the Proposed Reorganization, this consent request, or any related matters, please do not hesitate to contact the following individuals:
Counsel to Solara:
Leonard Cross, Partner Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Tel: (202) 555-7412
Email: lcross@calderwoodharkness.com
Robert Jansen, Associate Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Tel: (202) 555-7438
Email: rjansen@calderwoodharkness.com
Client Contacts:
Priya Narasimhan, General Counsel Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801 Tel: (302) 555-6100
Email: pnarasimhan@solaradigital.com
Douglas Wexford, Chief Financial Officer Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801 Tel: (302) 555-6105
Email: dwexford@solaradigital.com
XI. Confidentiality Notice
This letter and its contents are confidential and are subject to the attorney-client privilege, the work product doctrine, and such other privileges and protections as may apply. The information contained herein regarding the Proposed Reorganization, including the identities of investors, the financial parameters of the transaction, and the details of the PLR request, is furnished to Ashford National Bank solely in its capacity as Lender under the Credit Agreement and in connection with this consent request.
We respectfully request that Ashford National Bank and its officers, employees, agents, and advisors treat the information regarding the Proposed Reorganization as strictly confidential in accordance with the confidentiality provisions set forth in the Credit Agreement. Disclosure of any such information to third parties, other than to Ashford's legal counsel and advisors engaged in connection with this consent request, should not be made without the prior written consent of Solara.
We express our sincere appreciation for the continued lending relationship between Ashford National Bank and Solara, which has been a valued and productive partnership since the establishment of the Facility in 2021. We believe the Proposed Reorganization will strengthen and simplify the Solara fund platform to the benefit of all stakeholders, including Ashford as lender. We look forward to Ashford's prompt review of this consent request and to working collaboratively with Ashford and its counsel to bring this matter to a successful resolution in advance of the transaction timeline set forth above.
We are available at your convenience to discuss this matter further, whether by telephone, videoconference, or in person at your offices in Chicago or ours in Washington or New York.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Leonard Cross Partner
1900 K Street NW, Suite 1100 Washington, DC 20006 Tel: (202) 555-7412
Email: lcross@calderwoodharkness.com
cc: (via electronic mail)
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 Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure LP Sylvia Hartwell, Partner, Calderwood & Harkness LLP Robert Jansen, Associate, Calderwood & Harkness LLP
Enclosures / Attachments:
The following materials will be provided under separate cover or are available upon request:
1. Draft Consent and Amendment Agreement
2. Pre-Reorganization Organizational Charts
3. Post-Reorganization Organizational Charts
4. Step Transaction Diagrams
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — ATTORNEY WORK PRODUCT This communication is intended solely for the use of the addressee and may contain information that is privileged, confidential, or otherwise protected from disclosure. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this communication in error, please notify the sender immediately and destroy all copies of the original communication.
Portfolio Company | Entity Type | Sector | FMV | Adjusted Tax Basis | Holding Vehicle(s)
NovaBright Data Systems Inc. | Delaware corporation | Data center operator | $890 million | $520 million | Fund IV-A Cayman (60%); Fund IV LP (40%)
Crestline Cloud Solutions LLC | Delaware LLC (disregarded entity) | SaaS platform | €340M / $367M | €195M / $211M | Fund IV-B Lux (100%)
Thorngate Fiber Networks LP | Delaware LP | Fiber-optic network operator | $670 million | $490 million | Fund IV-A Cayman (100%)
Parameter | Amount
Total fair market value of assets contributed | $7.75 billion
Total adjusted tax basis of contributed assets | $6.03 billion
Total aggregate 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 assumed by Consolidated Master Fund | $1.34 billion
Investor | Type | Commitment | Vehicle | Post-Reorganization Status
Pinnacle State Employees' Retirement System | U.S. public pension fund | $275 million | Fund IV LP | Remains directly in Fund IV LP
Grandview University Endowment | U.S. tax-exempt | $120 million | Fund IV LP | Remains directly in Fund IV LP
Nordhaven Sovereign Wealth Fund | Non-U.S. sovereign wealth fund | $380 million | Fund IV-A Cayman | Migrating to Solara International Feeder (Cayman) LP
Kestrel Pacific Insurance Group | Non-U.S. insurance company | €200 million | Fund IV-B Lux | Migrating to Solara International Feeder (Cayman) LP
Argyle Family Office Holdings LLC | U.S. taxable family office | $95 million | Fund IV LP | Remains directly in Fund IV LP
Milestone | Target Date
Pre-submission conference with IRS CC:INTL Branch 1 | July 22, 2025
Requested date for Ashford consent or initial comments | July 31, 2025
PLR request submission to IRS | August 15, 2025
Step 1 — Formation of new entities | September 15, 2025
Step 2 — Fund IV-A Cayman asset contribution | October 1, 2025
Step 3 — Fund IV-B Lux asset contribution | October 15, 2025
Step 4 — Fund V offshore asset contributions | November 1, 2025
Step 5 — Dissolution of legacy vehicles and LP migration | December 1, 2025

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

CALDERWOOD & HARKNESS LLP

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