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CONFIDENTIAL — SUBJECT TO THE TERMS OF THE CREDIT AGREEMENT

CALDERWOOD & HARKNESS LLP Attorneys at Law

1900 K Street NW, Suite 1100 Washington, DC 20006

Telephone: (202) 555-8400 Facsimile: (202) 555-8401

600 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: (212) 555-7200

June 30, 2025

VIA ELECTRONIC MAIL AND Severin Partners LLC OVERNIGHT

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

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

Re: Request for Consent Under Subscription Credit Facility — Solara Digital Partners Fund V LP; $1.5 Billion Revolving Subscription Credit Facility (the "Fund V Credit Facility"); Ashford National Bank, N.A. as Co-Lender; Sentinel Capital Markets LLC as Co-Lender and Administrative Agent; Solara Digital Partners Fund V LP (EIN: 88-3467219) as Borrower; Solara Digital Infrastructure GP LLC (EIN: 82-4917365) as General Partner of Borrower

Dear Mr. Greenleaf and Ms. Pak:

1. Introduction and Purpose

Calderwood & Harkness LLP serves as U.S. tax counsel to Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership (EIN: 82-4917366), headquartered at 1200 Market Street, Suite 3400, Wilmington, DE 19801. We are writing on behalf of Solara and Solara Digital Partners Fund V LP ("Fund V" or the "Borrower"), a Delaware limited partnership (vintage 2023; final close September 30, 2023; aggregate fund size $5.6 billion; approximately 38% deployed as of March 31, 2025).

The purpose of this letter is to formally request the consent of Ashford National Bank, N.A. ("Ashford"), in its capacity as co-lender, and Sentinel Capital Markets LLC ("Sentinel"), in its capacity as co-lender and administrative agent, under the Fund V Credit Facility for a proposed cross-border reorganization of the Solara fund platform, as more fully described herein (the "Reorganization"). The Fund V Credit Facility is governed by that certain Credit Agreement, dated as of October 15, 2023, by and among Fund V, as borrower, Solara Digital Infrastructure GP LLC, as general partner of the borrower, Ashford, as co-lender, and Sentinel, as co-lender and administrative agent (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement").

As described more fully below, the Reorganization involves a multi-step consolidation of certain offshore parallel fund vehicles into a newly formed consolidated master fund structure. Although the Borrower itself will not be dissolved, merged, or restructured, and Solara Digital Infrastructure GP LLC will remain as its general partner, certain aspects of the Reorganization may implicate the change-of-control, assignment, structural modification, and negative covenant provisions of the Credit Agreement. Accordingly, we are writing to request the formal consent of Ashford and Sentinel to the Reorganization and to invite discussion regarding any amendments to the Credit Agreement that may be necessary or advisable to reflect the post-Reorganization structure.

We trust that the detailed description of the Reorganization and the supporting information provided herein will facilitate your review and enable a prompt response. We are, of course, available at your convenience to discuss any aspect of this request in further detail.

2. Background — Solara Fund Platform

2.1 Overview of Solara

Solara Digital Infrastructure LP is a Delaware-based private equity sponsor founded on March 17, 2014, by Viktor Raines, who serves as Managing Partner. As of March 31, 2025, Solara has approximately $14.7 billion in assets under management. Solara's investment strategy is focused principally on two verticals: (i) digital infrastructure, including data centers, fiber-optic networks, and edge computing facilities, and (ii) enterprise software-as-a-service ("SaaS") platforms. Solara maintains its principal offices at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801.

2.2 General Partner of Fund V

The general partner of Fund V is Solara Digital Infrastructure GP LLC (EIN: 82-4917365), a Delaware limited liability company managed by Viktor Raines. Solara Digital Infrastructure GP LLC maintains its registered agent as Capitol Registered Agents Inc., located at 850 New Burton Road, Suite 201, Dover, DE 19904. Solara Digital Infrastructure GP LLC also serves as the general partner of the parallel fund vehicles described below.

2.3 Existing Parallel Fund Structure for Fund V

Fund V currently operates through a parallel fund structure comprising three vehicles, each of which invests on a pro rata basis in accordance with the terms of the Fund V limited partnership agreements:

(a) Solara Digital Partners Fund V LP (the "Domestic Fund"). The Domestic Fund is a Delaware limited partnership with aggregate committed capital of $5.6 billion. The Domestic Fund is the primary vehicle for U.S. taxable investors and is the borrower under the Fund V Credit Facility. The Domestic Fund's EIN is 88-3467219.

(b) Solara Digital Partners Fund V-A (Cayman) LP ("Fund V-A Cayman"). Fund V-A Cayman is a Cayman Islands exempted limited partnership with aggregate committed capital of $2.45 billion. Fund V-A Cayman serves as the primary vehicle for non-U.S. investors and certain U.S. tax-exempt investors. Fund V-A Cayman maintains its registered office at Harborstone Corporate Services Ltd., George Town, Grand Cayman, and is registered with the Cayman Islands Monetary Authority under registration number MF-89103. Fund V-A Cayman's EIN is 98-7891234.

(c) Solara Digital Partners Fund V-B (Luxembourg) SCSp ("Fund V-B Lux"). Fund V-B Lux is a Luxembourg special limited partnership (société en commandite spéciale) with aggregate committed capital of €1.38 billion (approximately $1.49 billion at the reference exchange rate of 1.08 EUR/USD). Fund V-B Lux serves as the primary vehicle for certain non-U.S. investors seeking to invest through a European-domiciled structure. Fund V-B Lux maintains its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, and is registered with the Registre de Commerce et des Sociétés under number B 271056. Fund V-B Lux's EIN is 98-7891267.

2.4 Fund IV Parallel Vehicles

For context, Solara also manages Fund IV through a comparable parallel fund structure, comprising Solara Digital Partners Fund IV LP, Solara Digital Partners Fund IV-A (Cayman) LP, and Solara Digital Partners Fund IV-B (Luxembourg) SCSp. The Fund IV vehicles are subject to a separate but related consent request under the $1.1 billion Fund IV subscription credit facility with Ashford National Bank. We address the Fund IV consent request further in Section 8 below.

2.5 Portfolio Company Holdings in Fund V

Fund V vehicles collectively hold interests in twelve (12) portfolio companies. Of particular relevance to this consent request are the following portfolio company interests held through the Fund V offshore vehicles:

(a) Veridian Edge Computing Corp. Veridian Edge Computing Corp. is a Delaware corporation engaged in the development and operation of edge computing infrastructure. As of the most recent internal valuation (March 31, 2025), Veridian has a fair market value ("FMV") of approximately $1.12 billion, an adjusted tax basis of approximately $780 million, and a built-in gain of approximately $340 million. Veridian is held 55% by Fund V-A Cayman and 45% by Fund V LP.

(b) Helix SaaS Holdings Ltd. Helix SaaS Holdings Ltd. is a Cayman Islands exempted company engaged in enterprise SaaS platform development. As of March 31, 2025, Helix has an FMV of approximately $445 million, an adjusted tax basis of approximately $310 million, and a built-in gain of approximately $135 million. Helix is held 100% by Fund V-A Cayman.

The remaining portfolio company interests held by Fund V vehicles are described in the supplemental schedules that are available upon request, as outlined in Section 10 below.

3. Description of the Proposed Reorganization

3.1 Business Rationale

The Reorganization is motivated by four principal considerations:

First, Operational Cost Reduction. The current three-vehicle parallel fund structure for each of Fund IV and Fund V requires the maintenance of duplicative offshore administration, audit, legal, and regulatory infrastructure across the Cayman Islands and Luxembourg. Solara has identified approximately $3.8 million in annual costs that can be eliminated through the consolidation of the offshore vehicles into a single master fund structure. These savings include duplicative audit fees, registered agent and office costs, CIMA and CSSF regulatory filing fees, and related fund administration expenses.

Second, OECD Pillar Two GloBE Rules. The implementation of the OECD/G20 Inclusive Framework Pillar Two Global Anti-Base Erosion ("GloBE") rules, effective for fiscal years beginning on or after January 1, 2024, has materially altered the tax landscape for Luxembourg-domiciled fund structures. In particular, the application of the GloBE rules to the Luxembourg SCSp entities (beginning with FY 2025) has diminished the incremental tax benefits of maintaining the Luxembourg structures, rendering them less efficient relative to a consolidated master fund approach.

Third, FATCA and CRS Compliance Simplification. The current multi-vehicle, multi-jurisdictional structure creates significant complexity in complying with the reporting obligations under the U.S. Foreign Account Tax Compliance Act ("FATCA") and the OECD Common Reporting Standard ("CRS"). Consolidation into a master fund structure with designated feeder vehicles will simplify the identification, due diligence, and reporting processes applicable to the fund platform's investor base.

Fourth, LP-Requested Governance Simplification. Several of Fund V's largest limited partners have requested simplification of the governance framework, including a reduction in the number of parallel vehicles, harmonization of reporting formats and timelines, and streamlining of capital call and distribution mechanics.

The board of Solara Digital Infrastructure GP LLC approved the exploration of the Reorganization at a meeting held on March 14, 2025. Following a period of internal analysis and consultation with outside advisors, a meeting of the Fund V Limited Partner Advisory Committee ("LPAC") was held on April 22, 2025. At that meeting, preliminary consent to proceed with the Reorganization was obtained from limited partners holding approximately 78% of aggregate commitments in Fund V.

3.2 The Five-Step Transaction

The Reorganization is structured as a multi-step transaction with a target effective date of December 1, 2025. Each step is described below in the order in which it is expected to be consummated. For clarity, Steps 2 and 3 relate to Fund IV vehicles and are the subject of the parallel Fund IV consent request. Step 4 is the step that directly affects Fund V and its offshore parallel vehicles.

Step 1 — Formation of New Entities (Target: September 15, 2025). The following new entities will be formed:

(a) Solara Consolidated Master Fund GP LLC (the "Master Fund GP"), a Delaware limited liability company that will serve as the general partner of the Consolidated Master Fund (as defined below).

(b) Solara Consolidated Master Fund LP (the "Consolidated Master Fund" or "Master Fund"), a Delaware limited partnership that will serve as the centralized holding vehicle for the portfolio assets currently held by the offshore parallel vehicles across Fund IV and Fund V.

(c) Solara International Feeder (Cayman) LP (the "International Feeder"), a Cayman Islands exempted limited partnership that will serve as the investment vehicle for non-U.S. investors following the dissolution of the legacy offshore vehicles.

(d) Solara Tax-Exempt Feeder (Cayman) LP (the "Tax-Exempt Feeder"), a Cayman Islands exempted limited partnership that will serve as the investment vehicle for U.S. tax-exempt investors (including pension funds and endowments) to mitigate concerns regarding unrelated business taxable income ("UBTI") under Internal Revenue Code ("IRC") § 512.

IRS Form 8832 check-the-box elections will be filed for each new entity, electing classification as a partnership for U.S. federal income tax purposes, effective as of the date of formation. The elections will be filed in a timely manner in accordance with Treasury Regulations § 301.7701-3.

Step 2 — Contribution of Fund IV-A Cayman Assets (Target: October 1, 2025). Fund IV-A (Cayman) LP will contribute all of its portfolio assets (aggregate FMV $2.31 billion; adjusted tax basis $1.62 billion; built-in gain $690 million) to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund. The contribution is intended to qualify for tax-free treatment under IRC § 721(a), which provides that no gain or loss shall be recognized to a partnership or to any of its partners in the case of a contribution of property to a partnership in exchange for an interest in the partnership.

This step does not directly affect Fund V or the Fund V Credit Facility, but is described here for completeness and context.

Step 3 — Contribution of Fund IV-B Luxembourg Assets (Target: October 15, 2025). Fund IV-B (Luxembourg) SCSp will contribute all of its portfolio assets (aggregate FMV €1.07 billion, or approximately $1.16 billion at 1.08 EUR/USD; adjusted tax basis €782 million, or approximately $844.6 million; built-in gain €288 million, or approximately $311 million) to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund. This contribution is likewise intended to qualify for tax-free treatment under IRC § 721(a).

As with Step 2, this step does not directly affect Fund V or the Fund V Credit Facility, but is described here for completeness.

Step 4 — Contribution of Fund V Offshore Assets (Target: November 1, 2025). This is the primary step affecting Fund V and the Fund V Credit Facility, and the principal step for which lender consent is requested.

(a) Fund V-A Cayman Contribution. Fund V-A (Cayman) LP will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest. The aggregate FMV of the assets to be contributed by Fund V-A Cayman is approximately $2.89 billion, with an aggregate adjusted tax basis of approximately $2.34 billion, resulting in aggregate built-in gain of approximately $550 million. These assets include, among others, Fund V-A Cayman's 55% interest in Veridian Edge Computing Corp. and its 100% interest in Helix SaaS Holdings Ltd. The contribution is intended to qualify for tax-free treatment under IRC § 721(a).

(b) Fund V-B Luxembourg Contribution. Fund V-B (Luxembourg) SCSp will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest. The aggregate FMV of the assets to be contributed by Fund V-B Lux is approximately €1.29 billion (approximately $1.39 billion at 1.08 EUR/USD), with an aggregate adjusted tax basis of approximately €1.14 billion (approximately $1.23 billion), resulting in aggregate built-in gain of approximately €150 million (approximately $162 million). The contribution is intended to qualify for tax-free treatment under IRC § 721(a).

Following the completion of Step 4, Fund V-A Cayman and Fund V-B Lux will each hold limited partnership interests in the Consolidated Master Fund LP, and the portfolio assets previously held by those vehicles will be held directly by the Consolidated Master Fund.

Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target: December 1, 2025). Following the completion of the asset contributions described in Steps 2 through 4, the legacy offshore vehicles — including Fund V-A (Cayman) LP and Fund V-B (Luxembourg) SCSp — will be dissolved in accordance with their respective organizational documents and applicable law. Upon dissolution, each legacy vehicle will distribute its partnership interest in the Consolidated Master Fund to its existing limited partners. Such distributions are intended to qualify for tax-free treatment under IRC § 731(a), which provides that, in the case of a distribution by a partnership to a partner, gain shall not be recognized to such partner, except to the extent that any money distributed exceeds the adjusted basis of such partner's interest in the partnership immediately before the distribution.

Following the dissolution and distribution, the limited partners of the legacy vehicles will be migrated into the appropriate new feeder vehicle based on their tax status and domicile, as follows:

(a) Non-U.S. investors, including Nordhaven Sovereign Wealth Fund and Kestrel Pacific Insurance Group, will be admitted to the Solara International Feeder (Cayman) LP.

(b) U.S. tax-exempt investors, including Pinnacle State Employees' Retirement System and Grandview University Endowment, will be admitted to the Solara Tax-Exempt Feeder (Cayman) LP.

3.3 Post-Reorganization Structure (as Relevant to Fund V)

Following the completion of the Reorganization:

(a) Fund V LP will continue to exist as a Delaware limited partnership, with Solara Digital Infrastructure GP LLC continuing as its general partner. Fund V LP will continue to co-invest alongside the Consolidated Master Fund LP. Fund V LP will remain the borrower under the Fund V Credit Facility.

(b) The Consolidated Master Fund LP will hold the portfolio assets previously held by Fund V-A Cayman and Fund V-B Lux, with an aggregate FMV from Fund V offshore vehicles alone of approximately $4.28 billion, in addition to the portfolio assets contributed by the Fund IV offshore vehicles.

(c) The International Feeder and the Tax-Exempt Feeder will serve as the designated investment vehicles through which non-U.S. and U.S. tax-exempt investors, respectively, will access the Consolidated Master Fund.

(d) There will be no change to Fund V LP as borrower under the Fund V Credit Facility. Fund V LP will not be dissolved, merged, or restructured. Its general partner will remain Solara Digital Infrastructure GP LLC, and Viktor Raines will remain Managing Partner of Solara.

The total FMV of all assets to be held by the Consolidated Master Fund upon completion of the Reorganization is expected to be approximately $7.75 billion, with a total adjusted tax basis of approximately $6.03 billion, total built-in gain of approximately $1.72 billion, and aggregate liabilities assumed by the Master Fund of approximately $1.34 billion.

3.4 Aggregate Transaction Summary

For ease of reference, the following table summarizes the aggregate transaction metrics across all steps of the Reorganization:

4. Consent Required Under the Credit Agreement

Based on our review of the Credit Agreement, we have identified the following provisions that are triggered, or potentially triggered, by the Reorganization and that we believe require the consent of Ashford (as co-lender) and Sentinel (as administrative agent and co-lender):

(a) Change of Control Provisions. The Credit Agreement contains provisions that restrict or require consent for any "change of control" affecting the Borrower or certain related entities. The dissolution of Fund V-A Cayman and Fund V-B Lux and the migration of limited partner interests from those vehicles to the new feeder structures may constitute a "change of control" or structural modification event under the Credit Agreement, notwithstanding that Fund V LP itself remains unchanged as the Borrower. To the extent that the Credit Agreement defines "change of control" by reference to changes in the ownership or organizational structure of affiliated vehicles within the Fund V platform, the Reorganization may implicate these provisions.

(b) Borrowing Base Provisions. To the extent that the borrowing base under the Fund V Credit Facility is calculated by reference to the unfunded capital commitments of limited partners who have committed through Fund V-A Cayman and Fund V-B Lux (in addition to those who committed directly through Fund V LP), the migration of those limited partners into the new feeder vehicles may affect the composition of the borrowing base. While the aggregate dollar amount of unfunded commitments is not expected to change as a result of the Reorganization, the identity and structure of the entities through which those commitments are channeled will change, and the Credit Agreement may require that such changes be reflected through an amendment or supplement.

(c) Assignment Provisions. The contribution of portfolio assets from Fund V-A Cayman and Fund V-B Lux to the Consolidated Master Fund LP constitutes a transfer of assets from entities affiliated with the Borrower to a newly formed entity. While these assets are not assets of the Borrower itself, the Credit Agreement may contain provisions that restrict or require consent for the transfer, assignment, or disposition of assets by the Borrower or its affiliates.

(d) Negative Covenants. The Credit Agreement may contain negative covenants restricting the restructuring, reorganization, or dissolution of entities affiliated with the Borrower, or restricting the Borrower or its general partner from permitting or consenting to such actions without the prior written consent of the lenders.

We emphasize that Fund V LP itself (as Borrower) is not being dissolved, merged, or restructured. Fund V LP will continue to exist as a Delaware limited partnership with the same general partner, the same EIN, and the same organizational documents (subject to any amendments necessary to reflect the post-Reorganization structure). The Fund V limited partnership agreement is being amended solely to reflect the migration of certain limited partners from the legacy offshore vehicles to the new feeder vehicles.

Notwithstanding the foregoing, out of an abundance of caution and in the interest of maintaining a cooperative and transparent relationship with the lenders, we are requesting that Ashford (as co-lender) and Sentinel (as administrative agent and co-lender) formally consent to the Reorganization and agree to any necessary amendments to the Credit Agreement to reflect the post-Reorganization structure.

5. Impact on the Fund V Credit Facility

Solara and Fund V wish to assure the lenders that the Reorganization is not expected to materially adversely affect the credit profile, borrowing capacity, or repayment ability of Fund V LP under the Fund V Credit Facility. The principal points supporting this assurance are as follows:

5.1 Preservation of the Unfunded Commitment Base

The unfunded capital commitment base supporting the Fund V Credit Facility remains intact. Limited partners are being migrated from the legacy offshore vehicles into new feeder structures, but no limited partner is withdrawing or reducing its capital commitment to Fund V. The aggregate dollar amount of unfunded commitments supporting the facility is not expected to decrease as a result of the Reorganization.

5.2 Continued Commitment of Key Fund V Investors

The following table sets forth certain key Fund V investors, their respective commitment amounts, and their expected post-Reorganization status:

Each of the investors identified above has been informed of the Reorganization and has provided preliminary consent, as described in Section 3.1 above. No investor has indicated an intention to withdraw or reduce its capital commitment as a result of the Reorganization.

5.3 Continuity of General Partner and Management

Solara Digital Infrastructure GP LLC will remain the general partner of Fund V LP. Viktor Raines will remain the Managing Partner of Solara. There will be no change in the key personnel responsible for the management and operation of Fund V.

5.4 Insurance Coverage

Directors' and officers' liability and errors and omissions insurance coverage of $50 million in the aggregate, currently maintained through Hawkstone Specialty Insurance Co., will be endorsed to cover the newly formed entities (the Consolidated Master Fund, the International Feeder, the Tax-Exempt Feeder, and the Master Fund GP). Solara anticipates that the endorsement will be effective on or prior to the formation of the new entities.

6. Private Letter Ruling Request

Calderwood & Harkness LLP is currently preparing a private letter ruling ("PLR") request on behalf of Solara, to be submitted to the Internal Revenue Service Office of the Associate Chief Counsel (International) and the Office of the Associate Chief Counsel (Passthroughs & Special Industries).

The target submission date for the PLR request is August 15, 2025.

The PLR request will seek confirmation from the IRS that the Reorganization qualifies for tax-free treatment under IRC §§ 721(a) and 731(a), and that no gain or loss is recognized by any contributing entity or any limited partner as a result of the transactions described in Steps 2 through 5. In addition, the PLR request will address the following issues:

(a) Entity classification of the newly formed entities for U.S. federal income tax purposes, including the effectiveness of the Form 8832 check-the-box elections.

(b) The treatment of the aggregate $1.34 billion in liabilities assumed by the Consolidated Master Fund under IRC § 752, including the allocation of such liabilities among the partners of the Consolidated Master Fund and the interaction of the liability assumption with the gain recognition rules of IRC §§ 721 and 731.

(c) The carryover of the aggregate $1.72 billion in built-in gain under IRC § 704(c), including the appropriate allocation methodology (traditional method, traditional method with curative allocations, or remedial allocation method) for each class of contributed property.

(d) Withholding obligations under IRC § 1446 with respect to income effectively connected with a U.S. trade or business that is allocated to non-U.S. partners through the Consolidated Master Fund.

(e) The inapplicability of IRC § 367 (governing certain transfers of property to foreign corporations) to the transactions described herein, given that the Consolidated Master Fund is a domestic partnership.

A pre-submission conference with IRS CC:INTL Branch 1 has been requested for July 22, 2025, to discuss the scope and substance of the PLR request and to identify any additional issues that the IRS may wish to have addressed.

We note that a favorable PLR is not a condition to closing the Reorganization. However, the parties intend to obtain the PLR for purposes of tax certainty and to provide comfort to the limited partners and lenders with respect to the tax consequences of the transactions.

7. Timeline

The following is a summary of the key dates relevant to this consent request:

In light of the foregoing timeline, we respectfully request that lender consent be delivered no later than a date sufficiently in advance of November 1, 2025 to permit the orderly preparation and execution of Step 4. Ideally, we would appreciate receiving the consent of Ashford and Sentinel on or before October 1, 2025, to allow adequate time for the preparation and execution of definitive documentation. We are, of course, prepared to work with the lenders on an expedited basis should additional time be required for review.

8. Related Consent Request — Fund IV Credit Facility

As noted above, a parallel consent request is being submitted concurrently to Ashford National Bank, N.A. under the separate $1.1 billion Fund IV subscription revolving credit facility. The Fund IV consent request relates to the same Reorganization but covers Steps 2 and 3 — specifically, the contribution by Fund IV-A (Cayman) LP of its portfolio assets to the Consolidated Master Fund on October 1, 2025 (Step 2), and the contribution by Fund IV-B (Luxembourg) SCSp of its portfolio assets to the Consolidated Master Fund on October 15, 2025 (Step 3).

Given the interrelated nature of the Fund IV and Fund V consent requests and the common factual and legal issues presented, we respectfully request that Ashford and Sentinel coordinate the review of both consent requests to the extent practicable. We are prepared to participate in joint discussions or calls covering both facilities, and to provide consolidated documentation where appropriate.

9. Draft Consent Agreement

Enclosed with this letter is the Draft Lender Consent Agreement — Fund V Subscription Facility (the "Draft Consent"), which sets forth the proposed form of consent and any necessary amendments to the Credit Agreement to reflect the post-Reorganization structure. The Draft Consent has been prepared for discussion purposes and is subject to the review and comment of Ashford and Sentinel.

We invite Ashford and Sentinel to review the Draft Consent at their earliest convenience and to provide any comments, proposed revisions, or requests for additional information. We are available to schedule a call or in-person meeting at a mutually convenient time to discuss the Draft Consent and any issues or concerns that may arise in connection with the Reorganization or the proposed amendments to the Credit Agreement.

10. Available Information and Contacts

We are prepared to provide any additional information or documentation that may be requested by the lenders in connection with their review of this consent request. The following categories of information and documentation are available upon request:

• Current organizational charts reflecting the pre-Reorganization and post-Reorganization structures of the Fund V platform

• Step transaction diagrams illustrating each step of the Reorganization

• Schedule of contributing entities and assets, including FMV, adjusted tax basis, and built-in gain for each contributing entity

• Schedule of liabilities and IRC § 752 analysis

• LP consent status and LPAC consent documentation

• Draft amendments to the Fund V limited partnership agreement

Requests for the foregoing materials, or for any other information or documentation, should be directed to any of the following contacts:

Client Contacts:

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

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

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

Legal Counsel Contacts:

Leonard Cross, Partner Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 555-8412

Email: lcross@calderwoodharkness.com

Robert Jansen, Associate Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 555-8437

Email: rjansen@calderwoodharkness.com

11. Confidentiality

The information contained in this letter and in any enclosures or supplemental materials provided in connection with this consent request is confidential and proprietary to Solara and Fund V. Such information is provided solely for the purpose of obtaining lender consent under the Fund V Credit Facility and should not be disclosed, distributed, or used for any other purpose.

We respectfully request that Ashford and Sentinel treat all information received in connection with this consent request in accordance with the confidentiality provisions set forth in the Credit Agreement. To the extent that Ashford or Sentinel intends to share any such information with its respective legal counsel, financial advisors, or other professional advisors in connection with the review of this consent request, we request that such disclosure be made subject to appropriate confidentiality protections.

Closing

We appreciate the prompt attention of Ashford National Bank and Sentinel Capital Markets to this consent request. We recognize that the Reorganization involves a complex multi-step transaction and a substantial volume of information, and we are committed to providing whatever additional detail, analysis, or documentation may be helpful to facilitate your review.

Calderwood & Harkness LLP looks forward to working cooperatively with Ashford National Bank and Sentinel Capital Markets to facilitate the consent process on a timeline consistent with the anticipated November 1, 2025 execution date for Step 4 of the Reorganization. Please do not hesitate to contact the undersigned or any of the individuals identified in Section 10 above with any questions or requests for additional information.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Leonard Cross Partner 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 555-8412

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

Encl.:

Draft Lender Consent Agreement — Fund V Subscription Facility

(Additional enclosures available upon request, as described in Section 10 above)

Metric	Amount
Total FMV of Assets Transferred	$7.75 billion
Total Adjusted Tax Basis	$6.03 billion
Total Built-In Gain	$1.72 billion
Aggregate Liabilities Assumed by Master Fund	$1.34 billion
Total Portfolio Companies (All Funds)	23
Portfolio Companies — Fund IV Vehicles	11
Portfolio Companies — Fund V Vehicles	12
Investor	Commitment Amount	Post-Reorganization Vehicle
Nordhaven Sovereign Wealth Fund	$500 million	International Feeder
Kestrel Pacific Insurance Group	€275 million (≈ $297 million at 1.08 EUR/USD)	International Feeder
Pinnacle State Employees' Retirement System	$340 million	Tax-Exempt Feeder
Grandview University Endowment	$185 million	Tax-Exempt Feeder
Argyle Family Office Holdings LLC	$130 million	Fund V LP (direct; unchanged)
Date	Event
July 22, 2025	Pre-submission conference with IRS CC:INTL Branch 1
August 15, 2025	Target submission of PLR request to IRS
September 15, 2025	Target formation of new entities (Step 1)
October 1, 2025	Target date for Fund IV-A Cayman contribution (Step 2)
October 15, 2025	Target date for Fund IV-B Lux contribution (Step 3)
November 1, 2025	Target date for Fund V offshore contributions (Step 4) — the step directly affecting the Fund V Credit Facility
December 1, 2025	Target effective date for dissolution of Fund V-A Cayman and Fund V-B Lux and LP migration (Step 5)

CONFIDENTIAL — SUBJECT TO THE TERMS OF THE CREDIT AGREEMENT
CALDERWOOD & HARKNESS LLP Attorneys at Law
1900 K Street NW, Suite 1100 Washington, DC 20006
Telephone: (202) 555-8400 Facsimile: (202) 555-8401
600 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: (212) 555-7200
June 30, 2025
VIA ELECTRONIC MAIL AND Severin Partners LLC OVERNIGHT
Thomas Greenleaf, Managing Director Fund Finance Ashford National Bank, N.A. 225 West Wacker Drive, Suite 5000 Chicago, IL 60606
Laura Pak, Vice President Sentinel Capital Markets LLC One Bryant Park, 42nd Floor New York, NY 10036
Re: Request for Consent Under Subscription Credit Facility — Solara Digital Partners Fund V LP; $1.5 Billion Revolving Subscription Credit Facility (the "Fund V Credit Facility"); Ashford National Bank, N.A. as Co-Lender; Sentinel Capital Markets LLC as Co-Lender and Administrative Agent; Solara Digital Partners Fund V LP (EIN: 88-3467219) as Borrower; Solara Digital Infrastructure GP LLC (EIN: 82-4917365) as General Partner of Borrower
Dear Mr. Greenleaf and Ms. Pak:
1. Introduction and Purpose
Calderwood & Harkness LLP serves as U.S. tax counsel to Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership (EIN: 82-4917366), headquartered at 1200 Market Street, Suite 3400, Wilmington, DE 19801. We are writing on behalf of Solara and Solara Digital Partners Fund V LP ("Fund V" or the "Borrower"), a Delaware limited partnership (vintage 2023; final close September 30, 2023; aggregate fund size $5.6 billion; approximately 38% deployed as of March 31, 2025).
The purpose of this letter is to formally request the consent of Ashford National Bank, N.A. ("Ashford"), in its capacity as co-lender, and Sentinel Capital Markets LLC ("Sentinel"), in its capacity as co-lender and administrative agent, under the Fund V Credit Facility for a proposed cross-border reorganization of the Solara fund platform, as more fully described herein (the "Reorganization"). The Fund V Credit Facility is governed by that certain Credit Agreement, dated as of October 15, 2023, by and among Fund V, as borrower, Solara Digital Infrastructure GP LLC, as general partner of the borrower, Ashford, as co-lender, and Sentinel, as co-lender and administrative agent (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement").
As described more fully below, the Reorganization involves a multi-step consolidation of certain offshore parallel fund vehicles into a newly formed consolidated master fund structure. Although the Borrower itself will not be dissolved, merged, or restructured, and Solara Digital Infrastructure GP LLC will remain as its general partner, certain aspects of the Reorganization may implicate the change-of-control, assignment, structural modification, and negative covenant provisions of the Credit Agreement. Accordingly, we are writing to request the formal consent of Ashford and Sentinel to the Reorganization and to invite discussion regarding any amendments to the Credit Agreement that may be necessary or advisable to reflect the post-Reorganization structure.
We trust that the detailed description of the Reorganization and the supporting information provided herein will facilitate your review and enable a prompt response. We are, of course, available at your convenience to discuss any aspect of this request in further detail.
2. Background — Solara Fund Platform
2.1 Overview of Solara
Solara Digital Infrastructure LP is a Delaware-based private equity sponsor founded on March 17, 2014, by Viktor Raines, who serves as Managing Partner. As of March 31, 2025, Solara has approximately $14.7 billion in assets under management. Solara's investment strategy is focused principally on two verticals: (i) digital infrastructure, including data centers, fiber-optic networks, and edge computing facilities, and (ii) enterprise software-as-a-service ("SaaS") platforms. Solara maintains its principal offices at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801.
2.2 General Partner of Fund V
The general partner of Fund V is Solara Digital Infrastructure GP LLC (EIN: 82-4917365), a Delaware limited liability company managed by Viktor Raines. Solara Digital Infrastructure GP LLC maintains its registered agent as Capitol Registered Agents Inc., located at 850 New Burton Road, Suite 201, Dover, DE 19904. Solara Digital Infrastructure GP LLC also serves as the general partner of the parallel fund vehicles described below.
2.3 Existing Parallel Fund Structure for Fund V
Fund V currently operates through a parallel fund structure comprising three vehicles, each of which invests on a pro rata basis in accordance with the terms of the Fund V limited partnership agreements:
(a) Solara Digital Partners Fund V LP (the "Domestic Fund"). The Domestic Fund is a Delaware limited partnership with aggregate committed capital of $5.6 billion. The Domestic Fund is the primary vehicle for U.S. taxable investors and is the borrower under the Fund V Credit Facility. The Domestic Fund's EIN is 88-3467219.
(b) Solara Digital Partners Fund V-A (Cayman) LP ("Fund V-A Cayman"). Fund V-A Cayman is a Cayman Islands exempted limited partnership with aggregate committed capital of $2.45 billion. Fund V-A Cayman serves as the primary vehicle for non-U.S. investors and certain U.S. tax-exempt investors. Fund V-A Cayman maintains its registered office at Harborstone Corporate Services Ltd., George Town, Grand Cayman, and is registered with the Cayman Islands Monetary Authority under registration number MF-89103. Fund V-A Cayman's EIN is 98-7891234.
(c) Solara Digital Partners Fund V-B (Luxembourg) SCSp ("Fund V-B Lux"). Fund V-B Lux is a Luxembourg special limited partnership (société en commandite spéciale) with aggregate committed capital of €1.38 billion (approximately $1.49 billion at the reference exchange rate of 1.08 EUR/USD). Fund V-B Lux serves as the primary vehicle for certain non-U.S. investors seeking to invest through a European-domiciled structure. Fund V-B Lux maintains its registered office at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, and is registered with the Registre de Commerce et des Sociétés under number B 271056. Fund V-B Lux's EIN is 98-7891267.
2.4 Fund IV Parallel Vehicles
For context, Solara also manages Fund IV through a comparable parallel fund structure, comprising Solara Digital Partners Fund IV LP, Solara Digital Partners Fund IV-A (Cayman) LP, and Solara Digital Partners Fund IV-B (Luxembourg) SCSp. The Fund IV vehicles are subject to a separate but related consent request under the $1.1 billion Fund IV subscription credit facility with Ashford National Bank. We address the Fund IV consent request further in Section 8 below.
2.5 Portfolio Company Holdings in Fund V
Fund V vehicles collectively hold interests in twelve (12) portfolio companies. Of particular relevance to this consent request are the following portfolio company interests held through the Fund V offshore vehicles:
(a) Veridian Edge Computing Corp. Veridian Edge Computing Corp. is a Delaware corporation engaged in the development and operation of edge computing infrastructure. As of the most recent internal valuation (March 31, 2025), Veridian has a fair market value ("FMV") of approximately $1.12 billion, an adjusted tax basis of approximately $780 million, and a built-in gain of approximately $340 million. Veridian is held 55% by Fund V-A Cayman and 45% by Fund V LP.
(b) Helix SaaS Holdings Ltd. Helix SaaS Holdings Ltd. is a Cayman Islands exempted company engaged in enterprise SaaS platform development. As of March 31, 2025, Helix has an FMV of approximately $445 million, an adjusted tax basis of approximately $310 million, and a built-in gain of approximately $135 million. Helix is held 100% by Fund V-A Cayman.
The remaining portfolio company interests held by Fund V vehicles are described in the supplemental schedules that are available upon request, as outlined in Section 10 below.
3. Description of the Proposed Reorganization
3.1 Business Rationale
The Reorganization is motivated by four principal considerations:
First, Operational Cost Reduction. The current three-vehicle parallel fund structure for each of Fund IV and Fund V requires the maintenance of duplicative offshore administration, audit, legal, and regulatory infrastructure across the Cayman Islands and Luxembourg. Solara has identified approximately $3.8 million in annual costs that can be eliminated through the consolidation of the offshore vehicles into a single master fund structure. These savings include duplicative audit fees, registered agent and office costs, CIMA and CSSF regulatory filing fees, and related fund administration expenses.
Second, OECD Pillar Two GloBE Rules. The implementation of the OECD/G20 Inclusive Framework Pillar Two Global Anti-Base Erosion ("GloBE") rules, effective for fiscal years beginning on or after January 1, 2024, has materially altered the tax landscape for Luxembourg-domiciled fund structures. In particular, the application of the GloBE rules to the Luxembourg SCSp entities (beginning with FY 2025) has diminished the incremental tax benefits of maintaining the Luxembourg structures, rendering them less efficient relative to a consolidated master fund approach.
Third, FATCA and CRS Compliance Simplification. The current multi-vehicle, multi-jurisdictional structure creates significant complexity in complying with the reporting obligations under the U.S. Foreign Account Tax Compliance Act ("FATCA") and the OECD Common Reporting Standard ("CRS"). Consolidation into a master fund structure with designated feeder vehicles will simplify the identification, due diligence, and reporting processes applicable to the fund platform's investor base.
Fourth, LP-Requested Governance Simplification. Several of Fund V's largest limited partners have requested simplification of the governance framework, including a reduction in the number of parallel vehicles, harmonization of reporting formats and timelines, and streamlining of capital call and distribution mechanics.
The board of Solara Digital Infrastructure GP LLC approved the exploration of the Reorganization at a meeting held on March 14, 2025. Following a period of internal analysis and consultation with outside advisors, a meeting of the Fund V Limited Partner Advisory Committee ("LPAC") was held on April 22, 2025. At that meeting, preliminary consent to proceed with the Reorganization was obtained from limited partners holding approximately 78% of aggregate commitments in Fund V.
3.2 The Five-Step Transaction
The Reorganization is structured as a multi-step transaction with a target effective date of December 1, 2025. Each step is described below in the order in which it is expected to be consummated. For clarity, Steps 2 and 3 relate to Fund IV vehicles and are the subject of the parallel Fund IV consent request. Step 4 is the step that directly affects Fund V and its offshore parallel vehicles.
Step 1 — Formation of New Entities (Target: September 15, 2025). The following new entities will be formed:
(a) Solara Consolidated Master Fund GP LLC (the "Master Fund GP"), a Delaware limited liability company that will serve as the general partner of the Consolidated Master Fund (as defined below).
(b) Solara Consolidated Master Fund LP (the "Consolidated Master Fund" or "Master Fund"), a Delaware limited partnership that will serve as the centralized holding vehicle for the portfolio assets currently held by the offshore parallel vehicles across Fund IV and Fund V.
(c) Solara International Feeder (Cayman) LP (the "International Feeder"), a Cayman Islands exempted limited partnership that will serve as the investment vehicle for non-U.S. investors following the dissolution of the legacy offshore vehicles.
(d) Solara Tax-Exempt Feeder (Cayman) LP (the "Tax-Exempt Feeder"), a Cayman Islands exempted limited partnership that will serve as the investment vehicle for U.S. tax-exempt investors (including pension funds and endowments) to mitigate concerns regarding unrelated business taxable income ("UBTI") under Internal Revenue Code ("IRC") § 512.
IRS Form 8832 check-the-box elections will be filed for each new entity, electing classification as a partnership for U.S. federal income tax purposes, effective as of the date of formation. The elections will be filed in a timely manner in accordance with Treasury Regulations § 301.7701-3.
Step 2 — Contribution of Fund IV-A Cayman Assets (Target: October 1, 2025). Fund IV-A (Cayman) LP will contribute all of its portfolio assets (aggregate FMV $2.31 billion; adjusted tax basis $1.62 billion; built-in gain $690 million) to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund. The contribution is intended to qualify for tax-free treatment under IRC § 721(a), which provides that no gain or loss shall be recognized to a partnership or to any of its partners in the case of a contribution of property to a partnership in exchange for an interest in the partnership.
This step does not directly affect Fund V or the Fund V Credit Facility, but is described here for completeness and context.
Step 3 — Contribution of Fund IV-B Luxembourg Assets (Target: October 15, 2025). Fund IV-B (Luxembourg) SCSp will contribute all of its portfolio assets (aggregate FMV €1.07 billion, or approximately $1.16 billion at 1.08 EUR/USD; adjusted tax basis €782 million, or approximately $844.6 million; built-in gain €288 million, or approximately $311 million) to the Consolidated Master Fund LP in exchange for a limited partnership interest in the Consolidated Master Fund. This contribution is likewise intended to qualify for tax-free treatment under IRC § 721(a).
As with Step 2, this step does not directly affect Fund V or the Fund V Credit Facility, but is described here for completeness.
Step 4 — Contribution of Fund V Offshore Assets (Target: November 1, 2025). This is the primary step affecting Fund V and the Fund V Credit Facility, and the principal step for which lender consent is requested.
(a) Fund V-A Cayman Contribution. Fund V-A (Cayman) LP will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest. The aggregate FMV of the assets to be contributed by Fund V-A Cayman is approximately $2.89 billion, with an aggregate adjusted tax basis of approximately $2.34 billion, resulting in aggregate built-in gain of approximately $550 million. These assets include, among others, Fund V-A Cayman's 55% interest in Veridian Edge Computing Corp. and its 100% interest in Helix SaaS Holdings Ltd. The contribution is intended to qualify for tax-free treatment under IRC § 721(a).
(b) Fund V-B Luxembourg Contribution. Fund V-B (Luxembourg) SCSp will contribute all of its portfolio assets to the Consolidated Master Fund LP in exchange for a limited partnership interest. The aggregate FMV of the assets to be contributed by Fund V-B Lux is approximately €1.29 billion (approximately $1.39 billion at 1.08 EUR/USD), with an aggregate adjusted tax basis of approximately €1.14 billion (approximately $1.23 billion), resulting in aggregate built-in gain of approximately €150 million (approximately $162 million). The contribution is intended to qualify for tax-free treatment under IRC § 721(a).
Following the completion of Step 4, Fund V-A Cayman and Fund V-B Lux will each hold limited partnership interests in the Consolidated Master Fund LP, and the portfolio assets previously held by those vehicles will be held directly by the Consolidated Master Fund.
Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target: December 1, 2025). Following the completion of the asset contributions described in Steps 2 through 4, the legacy offshore vehicles — including Fund V-A (Cayman) LP and Fund V-B (Luxembourg) SCSp — will be dissolved in accordance with their respective organizational documents and applicable law. Upon dissolution, each legacy vehicle will distribute its partnership interest in the Consolidated Master Fund to its existing limited partners. Such distributions are intended to qualify for tax-free treatment under IRC § 731(a), which provides that, in the case of a distribution by a partnership to a partner, gain shall not be recognized to such partner, except to the extent that any money distributed exceeds the adjusted basis of such partner's interest in the partnership immediately before the distribution.
Following the dissolution and distribution, the limited partners of the legacy vehicles will be migrated into the appropriate new feeder vehicle based on their tax status and domicile, as follows:
(a) Non-U.S. investors, including Nordhaven Sovereign Wealth Fund and Kestrel Pacific Insurance Group, will be admitted to the Solara International Feeder (Cayman) LP.
(b) U.S. tax-exempt investors, including Pinnacle State Employees' Retirement System and Grandview University Endowment, will be admitted to the Solara Tax-Exempt Feeder (Cayman) LP.
(c) U.S. taxable investors, including Argyle Family Office Holdings LLC, will remain directly in Fund V LP.
3.3 Post-Reorganization Structure (as Relevant to Fund V)
Following the completion of the Reorganization:
(a) Fund V LP will continue to exist as a Delaware limited partnership, with Solara Digital Infrastructure GP LLC continuing as its general partner. Fund V LP will continue to co-invest alongside the Consolidated Master Fund LP. Fund V LP will remain the borrower under the Fund V Credit Facility.
(b) The Consolidated Master Fund LP will hold the portfolio assets previously held by Fund V-A Cayman and Fund V-B Lux, with an aggregate FMV from Fund V offshore vehicles alone of approximately $4.28 billion, in addition to the portfolio assets contributed by the Fund IV offshore vehicles.
(c) The International Feeder and the Tax-Exempt Feeder will serve as the designated investment vehicles through which non-U.S. and U.S. tax-exempt investors, respectively, will access the Consolidated Master Fund.
(d) There will be no change to Fund V LP as borrower under the Fund V Credit Facility. Fund V LP will not be dissolved, merged, or restructured. Its general partner will remain Solara Digital Infrastructure GP LLC, and Viktor Raines will remain Managing Partner of Solara.
The total FMV of all assets to be held by the Consolidated Master Fund upon completion of the Reorganization is expected to be approximately $7.75 billion, with a total adjusted tax basis of approximately $6.03 billion, total built-in gain of approximately $1.72 billion, and aggregate liabilities assumed by the Master Fund of approximately $1.34 billion.
3.4 Aggregate Transaction Summary
For ease of reference, the following table summarizes the aggregate transaction metrics across all steps of the Reorganization:
4. Consent Required Under the Credit Agreement
Based on our review of the Credit Agreement, we have identified the following provisions that are triggered, or potentially triggered, by the Reorganization and that we believe require the consent of Ashford (as co-lender) and Sentinel (as administrative agent and co-lender):
(a) Change of Control Provisions. The Credit Agreement contains provisions that restrict or require consent for any "change of control" affecting the Borrower or certain related entities. The dissolution of Fund V-A Cayman and Fund V-B Lux and the migration of limited partner interests from those vehicles to the new feeder structures may constitute a "change of control" or structural modification event under the Credit Agreement, notwithstanding that Fund V LP itself remains unchanged as the Borrower. To the extent that the Credit Agreement defines "change of control" by reference to changes in the ownership or organizational structure of affiliated vehicles within the Fund V platform, the Reorganization may implicate these provisions.
(b) Borrowing Base Provisions. To the extent that the borrowing base under the Fund V Credit Facility is calculated by reference to the unfunded capital commitments of limited partners who have committed through Fund V-A Cayman and Fund V-B Lux (in addition to those who committed directly through Fund V LP), the migration of those limited partners into the new feeder vehicles may affect the composition of the borrowing base. While the aggregate dollar amount of unfunded commitments is not expected to change as a result of the Reorganization, the identity and structure of the entities through which those commitments are channeled will change, and the Credit Agreement may require that such changes be reflected through an amendment or supplement.
(c) Assignment Provisions. The contribution of portfolio assets from Fund V-A Cayman and Fund V-B Lux to the Consolidated Master Fund LP constitutes a transfer of assets from entities affiliated with the Borrower to a newly formed entity. While these assets are not assets of the Borrower itself, the Credit Agreement may contain provisions that restrict or require consent for the transfer, assignment, or disposition of assets by the Borrower or its affiliates.
(d) Negative Covenants. The Credit Agreement may contain negative covenants restricting the restructuring, reorganization, or dissolution of entities affiliated with the Borrower, or restricting the Borrower or its general partner from permitting or consenting to such actions without the prior written consent of the lenders.
We emphasize that Fund V LP itself (as Borrower) is not being dissolved, merged, or restructured. Fund V LP will continue to exist as a Delaware limited partnership with the same general partner, the same EIN, and the same organizational documents (subject to any amendments necessary to reflect the post-Reorganization structure). The Fund V limited partnership agreement is being amended solely to reflect the migration of certain limited partners from the legacy offshore vehicles to the new feeder vehicles.
Notwithstanding the foregoing, out of an abundance of caution and in the interest of maintaining a cooperative and transparent relationship with the lenders, we are requesting that Ashford (as co-lender) and Sentinel (as administrative agent and co-lender) formally consent to the Reorganization and agree to any necessary amendments to the Credit Agreement to reflect the post-Reorganization structure.
5. Impact on the Fund V Credit Facility
Solara and Fund V wish to assure the lenders that the Reorganization is not expected to materially adversely affect the credit profile, borrowing capacity, or repayment ability of Fund V LP under the Fund V Credit Facility. The principal points supporting this assurance are as follows:
5.1 Preservation of the Unfunded Commitment Base
The unfunded capital commitment base supporting the Fund V Credit Facility remains intact. Limited partners are being migrated from the legacy offshore vehicles into new feeder structures, but no limited partner is withdrawing or reducing its capital commitment to Fund V. The aggregate dollar amount of unfunded commitments supporting the facility is not expected to decrease as a result of the Reorganization.
5.2 Continued Commitment of Key Fund V Investors
The following table sets forth certain key Fund V investors, their respective commitment amounts, and their expected post-Reorganization status:
Each of the investors identified above has been informed of the Reorganization and has provided preliminary consent, as described in Section 3.1 above. No investor has indicated an intention to withdraw or reduce its capital commitment as a result of the Reorganization.
5.3 Continuity of General Partner and Management
Solara Digital Infrastructure GP LLC will remain the general partner of Fund V LP. Viktor Raines will remain the Managing Partner of Solara. There will be no change in the key personnel responsible for the management and operation of Fund V.
5.4 Insurance Coverage
Directors' and officers' liability and errors and omissions insurance coverage of $50 million in the aggregate, currently maintained through Hawkstone Specialty Insurance Co., will be endorsed to cover the newly formed entities (the Consolidated Master Fund, the International Feeder, the Tax-Exempt Feeder, and the Master Fund GP). Solara anticipates that the endorsement will be effective on or prior to the formation of the new entities.
6. Private Letter Ruling Request
Calderwood & Harkness LLP is currently preparing a private letter ruling ("PLR") request on behalf of Solara, to be submitted to the Internal Revenue Service Office of the Associate Chief Counsel (International) and the Office of the Associate Chief Counsel (Passthroughs & Special Industries).
The target submission date for the PLR request is August 15, 2025.
The PLR request will seek confirmation from the IRS that the Reorganization qualifies for tax-free treatment under IRC §§ 721(a) and 731(a), and that no gain or loss is recognized by any contributing entity or any limited partner as a result of the transactions described in Steps 2 through 5. In addition, the PLR request will address the following issues:
(a) Entity classification of the newly formed entities for U.S. federal income tax purposes, including the effectiveness of the Form 8832 check-the-box elections.
(b) The treatment of the aggregate $1.34 billion in liabilities assumed by the Consolidated Master Fund under IRC § 752, including the allocation of such liabilities among the partners of the Consolidated Master Fund and the interaction of the liability assumption with the gain recognition rules of IRC §§ 721 and 731.
(c) The carryover of the aggregate $1.72 billion in built-in gain under IRC § 704(c), including the appropriate allocation methodology (traditional method, traditional method with curative allocations, or remedial allocation method) for each class of contributed property.
(d) Withholding obligations under IRC § 1446 with respect to income effectively connected with a U.S. trade or business that is allocated to non-U.S. partners through the Consolidated Master Fund.
(e) The inapplicability of IRC § 367 (governing certain transfers of property to foreign corporations) to the transactions described herein, given that the Consolidated Master Fund is a domestic partnership.
A pre-submission conference with IRS CC:INTL Branch 1 has been requested for July 22, 2025, to discuss the scope and substance of the PLR request and to identify any additional issues that the IRS may wish to have addressed.
We note that a favorable PLR is not a condition to closing the Reorganization. However, the parties intend to obtain the PLR for purposes of tax certainty and to provide comfort to the limited partners and lenders with respect to the tax consequences of the transactions.
7. Timeline
The following is a summary of the key dates relevant to this consent request:
In light of the foregoing timeline, we respectfully request that lender consent be delivered no later than a date sufficiently in advance of November 1, 2025 to permit the orderly preparation and execution of Step 4. Ideally, we would appreciate receiving the consent of Ashford and Sentinel on or before October 1, 2025, to allow adequate time for the preparation and execution of definitive documentation. We are, of course, prepared to work with the lenders on an expedited basis should additional time be required for review.
8. Related Consent Request — Fund IV Credit Facility
As noted above, a parallel consent request is being submitted concurrently to Ashford National Bank, N.A. under the separate $1.1 billion Fund IV subscription revolving credit facility. The Fund IV consent request relates to the same Reorganization but covers Steps 2 and 3 — specifically, the contribution by Fund IV-A (Cayman) LP of its portfolio assets to the Consolidated Master Fund on October 1, 2025 (Step 2), and the contribution by Fund IV-B (Luxembourg) SCSp of its portfolio assets to the Consolidated Master Fund on October 15, 2025 (Step 3).
Given the interrelated nature of the Fund IV and Fund V consent requests and the common factual and legal issues presented, we respectfully request that Ashford and Sentinel coordinate the review of both consent requests to the extent practicable. We are prepared to participate in joint discussions or calls covering both facilities, and to provide consolidated documentation where appropriate.
9. Draft Consent Agreement
Enclosed with this letter is the Draft Lender Consent Agreement — Fund V Subscription Facility (the "Draft Consent"), which sets forth the proposed form of consent and any necessary amendments to the Credit Agreement to reflect the post-Reorganization structure. The Draft Consent has been prepared for discussion purposes and is subject to the review and comment of Ashford and Sentinel.
We invite Ashford and Sentinel to review the Draft Consent at their earliest convenience and to provide any comments, proposed revisions, or requests for additional information. We are available to schedule a call or in-person meeting at a mutually convenient time to discuss the Draft Consent and any issues or concerns that may arise in connection with the Reorganization or the proposed amendments to the Credit Agreement.
10. Available Information and Contacts
We are prepared to provide any additional information or documentation that may be requested by the lenders in connection with their review of this consent request. The following categories of information and documentation are available upon request:
• Current organizational charts reflecting the pre-Reorganization and post-Reorganization structures of the Fund V platform
• Step transaction diagrams illustrating each step of the Reorganization
• Schedule of contributing entities and assets, including FMV, adjusted tax basis, and built-in gain for each contributing entity
• Schedule of liabilities and IRC § 752 analysis
• LP consent status and LPAC consent documentation
• Draft amendments to the Fund V limited partnership agreement
Requests for the foregoing materials, or for any other information or documentation, should be directed to any of the following contacts:
Client Contacts:
Douglas Wexford Chief Financial Officer Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801
Priya Narasimhan General Counsel Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801
Stefan Dalmqvist Head of Tax Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, DE 19801
Legal Counsel Contacts:
Leonard Cross, Partner Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 555-8412
Email: lcross@calderwoodharkness.com
Robert Jansen, Associate Calderwood & Harkness LLP 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 555-8437
Email: rjansen@calderwoodharkness.com
11. Confidentiality
The information contained in this letter and in any enclosures or supplemental materials provided in connection with this consent request is confidential and proprietary to Solara and Fund V. Such information is provided solely for the purpose of obtaining lender consent under the Fund V Credit Facility and should not be disclosed, distributed, or used for any other purpose.
We respectfully request that Ashford and Sentinel treat all information received in connection with this consent request in accordance with the confidentiality provisions set forth in the Credit Agreement. To the extent that Ashford or Sentinel intends to share any such information with its respective legal counsel, financial advisors, or other professional advisors in connection with the review of this consent request, we request that such disclosure be made subject to appropriate confidentiality protections.
Closing
We appreciate the prompt attention of Ashford National Bank and Sentinel Capital Markets to this consent request. We recognize that the Reorganization involves a complex multi-step transaction and a substantial volume of information, and we are committed to providing whatever additional detail, analysis, or documentation may be helpful to facilitate your review.
Calderwood & Harkness LLP looks forward to working cooperatively with Ashford National Bank and Sentinel Capital Markets to facilitate the consent process on a timeline consistent with the anticipated November 1, 2025 execution date for Step 4 of the Reorganization. Please do not hesitate to contact the undersigned or any of the individuals identified in Section 10 above with any questions or requests for additional information.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Leonard Cross Partner 1900 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 555-8412
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 Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure LP Sylvia Hartwell, Partner, Calderwood & Harkness LLP Robert Jansen, Associate, Calderwood & Harkness LLP
Encl.:
Draft Lender Consent Agreement — Fund V Subscription Facility
(Additional enclosures available upon request, as described in Section 10 above)
Metric | Amount
Total FMV of Assets Transferred | $7.75 billion
Total Adjusted Tax Basis | $6.03 billion
Total Built-In Gain | $1.72 billion
Aggregate Liabilities Assumed by Master Fund | $1.34 billion
Total Portfolio Companies (All Funds) | 23
Portfolio Companies — Fund IV Vehicles | 11
Portfolio Companies — Fund V Vehicles | 12
Investor | Commitment Amount | Post-Reorganization Vehicle
Nordhaven Sovereign Wealth Fund | $500 million | International Feeder
Kestrel Pacific Insurance Group | €275 million (≈ $297 million at 1.08 EUR/USD) | International Feeder
Pinnacle State Employees' Retirement System | $340 million | Tax-Exempt Feeder
Grandview University Endowment | $185 million | Tax-Exempt Feeder
Argyle Family Office Holdings LLC | $130 million | Fund V LP (direct; unchanged)
Date | Event
July 22, 2025 | Pre-submission conference with IRS CC:INTL Branch 1
August 15, 2025 | Target submission of PLR request to IRS
September 15, 2025 | Target formation of new entities (Step 1)
October 1, 2025 | Target date for Fund IV-A Cayman contribution (Step 2)
October 15, 2025 | Target date for Fund IV-B Lux contribution (Step 3)
November 1, 2025 | Target date for Fund V offshore contributions (Step 4) — the step directly affecting the Fund V Credit Facility
December 1, 2025 | Target effective date for dissolution of Fund V-A Cayman and Fund V-B Lux and LP migration (Step 5)

CONFIDENTIAL — SUBJECT TO THE TERMS OF THE CREDIT AGREEMENT

CALDERWOOD & HARKNESS LLP

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