1041-00005 · Client 1041 · Valuation & Financial Support

valuation-engagement-cover-memo.docx DOCUMENT M&A / Corporate

86 / 86 ← ✕

Contract analysis Extract to table

CONFIDENTIAL — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP Attorneys at Law

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

Telephone: (212) 554-7800 Facsimile: (212) 554-7801 www.calderwoodharkness.com

May 30, 2025

Marco DeLuca, Managing Director Redstone Advisory Group LLC 750 Seventh Avenue, 21st Floor New York, New York 10019

Re: Valuation Engagement — Solara Digital Infrastructure LP Cross-Border Fund-Platform Reorganization Calderwood & Harkness Engagement No. 20250527-SDILP-PLR

Dear Mr. DeLuca:

Calderwood & Harkness LLP writes on behalf of its client, Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Solara is a private equity sponsor with approximately $14.7 billion in assets under management as of March 31, 2025, investing primarily across digital infrastructure and enterprise SaaS verticals. The firm was founded in 2014 by Viktor Raines, Managing Partner and Founder, and has since established itself as a leading institutional investor in mission-critical technology infrastructure and cloud-based software platforms.

Calderwood & Harkness has been retained as U.S. tax counsel to Solara in connection with the preparation and submission of a private letter ruling ("PLR") request to the Internal Revenue Service ("IRS"). The PLR request relates to a multi-step cross-border fund-platform reorganization that Solara intends to consummate during the fourth quarter of 2025. The engagement is led by Leonard Cross, Partner, in our Washington, D.C. office (1900 K Street NW, Suite 1100, Washington, DC 20006), who serves as Responsible Partner for the matter. Sylvia Hartwell, Partner, in our New York office, serves as Billing Partner.

The purpose of this cover memorandum is to transmit detailed instructions for Redstone Advisory Group LLC ("Redstone") to prepare independent fair market value ("FMV") appraisals of all portfolio company interests being transferred in connection with the reorganization. These appraisals will serve as supporting documentation in the PLR submission to the IRS. The scope, methodology, deliverables, and timeline described herein have been developed in close coordination with Solara's in-house tax and finance teams and reflect the specific requirements of the anticipated PLR submission. We appreciate Redstone's willingness to undertake this engagement and look forward to a productive working relationship on this complex matter.

1. Background and Context of the Reorganization

1.1 Existing Fund Platform Structure

To provide appropriate context for the valuation engagement, we set forth below a description of Solara's existing fund platform architecture. Solara currently operates through six parallel fund vehicles organized across three jurisdictions — Delaware, the Cayman Islands, and Luxembourg. The parallel fund structure was designed to accommodate the diverse regulatory, tax, and structural requirements of Solara's investor base, which includes U.S. taxable investors, U.S. tax-exempt investors (including pension funds, university endowments, and charitable foundations), and non-U.S. institutional investors (including sovereign wealth funds, European pension schemes, and Asian institutional allocators).

The six fund vehicles are as follows:

Fund IV Platform (Vintage 2021):

(a) Solara Digital Partners Fund IV LP — A Delaware limited partnership with a total fund size of $4.2 billion, approximately 72% deployed as of the date hereof. The general partner is Solara Digital Infrastructure GP LLC, a Delaware limited liability company (EIN 82-4917365). Fund IV LP serves as the primary domestic vehicle through which U.S. taxable investors participate in Solara's fourth vintage of investments.

(b) Solara Digital Partners Fund IV-A (Cayman) LP — A Cayman Islands exempted limited partnership with a total fund size of $1.85 billion. The registered office is located at Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111. The general partner is Solara Offshore GP Ltd., a Cayman Islands exempted company. Fund IV-A is registered with the Cayman Islands Monetary Authority ("CIMA") under registration number MF-72491. This vehicle was established to accommodate U.S. tax-exempt investors seeking to mitigate unrelated business taxable income ("UBTI") exposure through the use of offshore blocker structures, as well as certain non-U.S. investors for whom the Cayman Islands offered optimal treaty and regulatory positioning.

(c) Solara Digital Partners Fund IV-B (Luxembourg) SCSp — A Luxembourg société en commandite spéciale (special limited partnership) with a total fund size of €1.15 billion (approximately $1.24 billion at an exchange rate of 1.08 EUR/USD). The registered office is located at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg. The general partner (gérant commandité) is Solara Luxembourg Management S.à r.l., a Luxembourg private limited liability company registered with the Registre de Commerce et des Sociétés under number B 248193. Fund IV-B was established primarily to accommodate European institutional investors seeking access to Solara's portfolio through a tax-transparent vehicle domiciled within the European Union, and to facilitate access to certain EU bilateral investment treaties and regulatory frameworks.

Fund V Platform (Vintage 2023):

(d) Solara Digital Partners Fund V LP — A Delaware limited partnership with a total fund size of $5.6 billion, approximately 38% deployed as of the date hereof. Fund V LP serves as the primary domestic vehicle for Solara's fifth vintage and represents the firm's largest fundraise to date, reflecting strong institutional demand for digital infrastructure and enterprise SaaS exposure.

(e) Solara Digital Partners Fund V-A (Cayman) LP — A Cayman Islands exempted limited partnership with a total fund size of $2.45 billion, registered with CIMA under registration number MF-89103. Fund V-A mirrors the structural role of Fund IV-A within the Fund V platform, serving U.S. tax-exempt and certain non-U.S. investors.

(f) Solara Digital Partners Fund V-B (Luxembourg) SCSp — A Luxembourg société en commandite spéciale with a total fund size of €1.38 billion (approximately $1.49 billion at an exchange rate of 1.08 EUR/USD), registered with the Registre de Commerce et des Sociétés under number B 271056. Fund V-B mirrors the structural role of Fund IV-B within the Fund V platform.

In summary, U.S. taxable investors invest through the Delaware main funds (Fund IV LP and Fund V LP). U.S. tax-exempt investors — including pension funds, endowments, and similar institutions — invest through the Cayman parallel vehicles (Fund IV-A and Fund V-A) in order to obtain the benefit of offshore blocker structures that mitigate UBTI exposure. Non-U.S. investors invest through either the Cayman or Luxembourg parallel vehicles depending on treaty access considerations, regulatory requirements, and investor-specific structuring preferences.

1.2 Proposed Reorganization — Overview

Solara is undertaking a multi-step cross-border reorganization that will consolidate the four offshore fund vehicles (Fund IV-A Cayman, Fund IV-B Luxembourg, Fund V-A Cayman, and Fund V-B Luxembourg) into a newly established Delaware-domiciled master fund structure. The two domestic main funds (Fund IV LP and Fund V LP) will continue to operate in their existing form and are not directly part of the reorganization, although they will coordinate their investment activities with the new consolidated master fund going forward.

The principal business rationale for the reorganization includes the following:

(i) Operational Cost Reduction. Solara currently incurs approximately $3.8 million annually in duplicative offshore administration, audit, regulatory compliance, and fund governance fees across the four parallel offshore vehicles. The consolidation into a single Delaware-domiciled master fund structure is expected to materially reduce these costs by eliminating redundant service providers, regulatory filings, and administrative overhead.

(ii) OECD Pillar Two GloBE Rules. The implementation of the OECD/G20 Inclusive Framework's Pillar Two Global Anti-Base Erosion ("GloBE") rules, including the Income Inclusion Rule ("IIR") and the Undertaxed Profits Rule ("UTPR"), effective for fiscal year 2025, has introduced material compliance complexity and potential minimum-tax exposure for the Luxembourg SCSp structures. The reorganization is designed, in part, to address the implications of these rules on Solara's fund platform.

(iii) FATCA/CRS Compliance Simplification. The current multi-jurisdictional structure requires separate Foreign Account Tax Compliance Act ("FATCA") and Common Reporting Standard ("CRS") compliance programs in each jurisdiction. Consolidation into a Delaware-domiciled structure will simplify these reporting obligations and reduce associated compliance risk.

(iv) LP-Requested Governance Simplification. Several of Solara's largest limited partners, including institutional investors with commitments in excess of $250 million, have expressed a preference for a simplified governance framework with fewer parallel vehicles, more streamlined reporting, and consolidated capital account administration.

The reorganization is planned as a five-step transaction to be executed during the fourth quarter of 2025, with a target effective date of December 1, 2025. The anticipated steps are as follows:

Step 1 — Formation of New Entities (Target: September 15, 2025). Solara will form the following new Delaware entities: (a) Solara Consolidated Master Fund GP LLC, a Delaware limited liability company that will serve as the general partner of the new master fund; (b) Solara Consolidated Master Fund LP, a Delaware limited partnership that will serve as the consolidated master fund vehicle; (c) Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership that will serve as a feeder vehicle for non-U.S. investors into the consolidated master fund; and (d) Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership that will serve as a feeder vehicle for U.S. tax-exempt investors into the consolidated master fund, preserving UBTI blocker benefits.

Step 2 — Contribution of Fund IV-A Cayman Assets (Target: October 1, 2025). Solara Digital Partners Fund IV-A (Cayman) LP will contribute all of its portfolio company interests and other assets to Solara Consolidated Master Fund LP in exchange for limited partnership interests in the consolidated master fund. This contribution is intended to qualify as a tax-free contribution under IRC § 721(a).

Step 3 — Contribution of Fund IV-B Luxembourg Assets (Target: October 15, 2025). Solara Digital Partners Fund IV-B (Luxembourg) SCSp will contribute all of its portfolio company interests and other assets to Solara Consolidated Master Fund LP in exchange for limited partnership interests in the consolidated master fund. This contribution is similarly intended to qualify as a tax-free contribution under IRC § 721(a).

Step 4 — Contribution of Fund V Offshore Assets (Target: November 1, 2025). Solara Digital Partners Fund V-A (Cayman) LP and Solara Digital Partners Fund V-B (Luxembourg) SCSp will each contribute all of their respective portfolio company interests and other assets to Solara Consolidated Master Fund LP in exchange for limited partnership interests in the consolidated master fund. These contributions are intended to qualify as tax-free contributions under IRC § 721(a).

Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target: December 1, 2025). Following the completion of the asset contributions, the four legacy offshore vehicles will be dissolved in an orderly manner, and the limited partners of each legacy vehicle will be migrated into the appropriate feeder structure (either the International Feeder or the Tax-Exempt Feeder) in exchange for their interests in the consolidated master fund. This step will complete the reorganization and establish the new master-feeder architecture.

1.3 PLR Request and Role of Valuations

Calderwood & Harkness is preparing a PLR request for submission to the IRS Office of the Associate Chief Counsel (International) ("CC:INTL"), with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs & Special Industries) ("CC:PSI"). The target date for submission of the PLR request is August 15, 2025, which presupposes completion of all supporting documentation — including Redstone's FMV appraisals — by no later than mid-July 2025.

The PLR request seeks eight specific rulings from the IRS confirming the tax-free treatment of the reorganization transactions under the Internal Revenue Code of 1986, as amended (the "Code"). Specifically, the PLR request will seek rulings confirming:

(1) That the contributions of portfolio company interests from the legacy offshore vehicles to the Consolidated Master Fund LP qualify as tax-free contributions under IRC § 721(a);

(2) That the investment company exception under IRC § 721(b) does not apply to disqualify the contributions from tax-free treatment, on the basis that the contributed assets consist of operating company interests rather than diversified portfolios of passive investment assets;

(3) That no gain or loss is recognized by the contributing entities or the Consolidated Master Fund LP under IRC § 731(a) in connection with the reorganization;

(4) That IRC § 731(c) (relating to distributions of marketable securities) does not apply to the transactions;

(5) That the liability-shifting analysis under IRC § 752 does not result in constructive distributions triggering gain recognition;

(6) That the built-in gain or loss attributable to contributed property is properly allocated under IRC § 704(c) and the regulations thereunder;

(7) That the withholding tax obligations under IRC § 1446 are properly addressed in the reorganization; and

(8) That the entity classification of the Consolidated Master Fund LP and the feeder vehicles is properly determined under Treas. Reg. § 301.7701-3.

Redstone's FMV appraisals will be submitted as supporting exhibits to the PLR request. Specifically, the appraisals will be cross-referenced in PLR Exhibit D — Schedule of Contributing Entities and Assets, which sets forth the complete inventory of portfolio company interests being transferred, together with their respective fair market values, adjusted tax bases, and built-in gain or loss amounts.

The IRS requires reliable, independent fair market value determinations in order to evaluate several critical aspects of the PLR analysis. In particular, FMV data is necessary for the IRS to assess the § 721(a) contribution analysis (confirming that the contributions are properly characterized as transfers of property to a partnership in exchange for partnership interests), the § 721(b) investment company exception analysis (confirming that the contributed assets are not "stocks, notes, bonds, debentures, or other securities" of the type that would cause the partnership to be treated as an investment company), the § 704(c) built-in gain carryover calculations (requiring accurate FMV-to-basis differentials as of the contribution dates), and the § 752 liability-shifting analysis (requiring FMV data to evaluate changes in each partner's share of partnership liabilities).

Additionally, Redstone's FMV appraisals will be reconciled with the tax-basis records maintained by Caldwell Pierce & Co. LLP, Solara's independent accounting firm. Caldwell Pierce has been engaged to maintain and verify the adjusted tax basis of each portfolio company interest held by the fund vehicles. The reconciliation of Redstone's independent FMV conclusions against Caldwell Pierce's tax-basis records will produce the built-in gain or loss schedules that are central to the § 704(c) analysis in the PLR submission. The primary contact at Caldwell Pierce for purposes of this coordination is Helen Okamoto, Partner, located at 400 Renaissance Center, Suite 2500, Detroit, Michigan 48243.

2. Scope of Valuation Engagement

2.1 Portfolio Companies to Be Appraised

Redstone is engaged to prepare independent FMV appraisals of all twenty-three (23) portfolio company interests being transferred from the four legacy offshore fund vehicles to the Consolidated Master Fund LP in connection with the reorganization. Of these twenty-three portfolio companies, eleven (11) are held by the Fund IV vehicles (Fund IV-A Cayman and Fund IV-B Luxembourg), and twelve (12) are held by the Fund V vehicles (Fund V-A Cayman and Fund V-B Luxembourg).

Set forth below is a representative summary of five key portfolio company interests, together with preliminary FMV estimates, adjusted tax basis figures, and estimated built-in gains. These preliminary figures have been provided by Solara's internal valuation team and tax department for reference purposes and are subject to confirmation and, as appropriate, revision by Redstone's independent appraisal work.

The remaining eighteen (18) portfolio companies across the Fund IV and Fund V vehicles will be identified in a separate supplemental communication. Complete information regarding these additional portfolio companies — including entity type, jurisdiction of organization, holding vehicle, and preliminary financial data — will be provided by Solara's Head of Tax, Stefan Dalmqvist, and Chief Financial Officer, Douglas Wexford, under separate cover. We anticipate that this information will be available to Redstone within five (5) business days following the execution of the engagement letter between Redstone and Solara.

We note the following important instruction with respect to portfolio companies in which ownership is split between a Delaware main fund and an offshore parallel fund. Certain portfolio companies — including NovaBright Data Systems Inc. (60% Fund IV-A Cayman / 40% Fund IV LP) and Veridian Edge Computing Corp. (55% Fund V-A Cayman / 45% Fund V LP) — have their equity interests divided between a domestic main fund and an offshore parallel fund. Because the reorganization involves only the contribution of assets held by the offshore vehicles, only the offshore portion of each such interest will be transferred to the Consolidated Master Fund LP. However, for purposes of ensuring methodological consistency and supporting a defensible enterprise-level valuation, Redstone should appraise the entire enterprise value of each such portfolio company and then report valuations on a per-interest basis corresponding to the specific ownership percentages being transferred to the Consolidated Master Fund. The per-interest valuations should reflect appropriate adjustments for minority interests, control premiums, and other relevant factors, as discussed further in Section 3 below.

2.2 Aggregate Financial Parameters

The aggregate financial parameters of the reorganization, based on preliminary data provided by Solara and subject to Redstone's independent verification, are as follows:

• Total FMV of assets being transferred to the Consolidated Master Fund LP (across all four offshore vehicles): approximately $7.75 billion (preliminary).

• Total adjusted tax basis of assets being transferred: approximately $6.03 billion.

• Total aggregate built-in gain: approximately $1.72 billion.

• Aggregate liabilities to be assumed by the Consolidated Master Fund LP in connection with the asset contributions: approximately $1.34 billion.

• EUR/USD exchange rate to be applied uniformly across all EUR-denominated valuations: 1.08, per Solara's standard foreign exchange convention for purposes of this reorganization. This exchange rate is subject to confirmation as of the applicable valuation date. Redstone should note any material sensitivity of its FMV conclusions to fluctuations in the EUR/USD exchange rate.

These aggregate figures are preliminary and will be subject to adjustment based on Redstone's independent appraisal work, updated financial data from the portfolio companies, and any changes in market conditions between the date hereof and the applicable valuation dates.

2.3 Specific Deliverables Required

Redstone is requested to prepare and deliver the following specific work product in connection with this engagement:

(a) Individual FMV Appraisal Reports. Redstone shall prepare a separate, self-contained FMV appraisal report for each of the twenty-three (23) portfolio company interests being transferred in the reorganization. Each individual appraisal report should include, at a minimum, the following components:

(i) A description of the business, assets, and industry position of the portfolio company, including a summary of the company's operations, revenue model, competitive landscape, and growth trajectory;

(ii) A statement of the valuation methodology or methodologies employed, with a discussion of the rationale for the selected approach(es) and any alternative methodologies considered but not applied;

(iii) A detailed presentation of key assumptions, including revenue growth rates, EBITDA margins, terminal growth rates, weighted average cost of capital ("WACC"), discount rates, comparable company selection criteria, and precedent transaction data, as applicable;

(iv) A concluded fair market value as of the applicable valuation date, stated both in U.S. dollars and, for EUR-denominated assets, in the original currency;

(v) A minority/control premium and lack-of-marketability discount analysis, where applicable, with particular attention to the fact that the interests being transferred are interests in privately held operating companies for which no public market exists;

(vi) For EUR-denominated assets (including Crestline Cloud Solutions LLC and other portfolio companies held by the Luxembourg SCSp vehicles), a currency conversion analysis setting forth the exchange rate applied, the source of the exchange rate data, and any sensitivity analysis related to exchange rate fluctuations; and

(vii) Appropriate certifications, qualifications, and disclosures consistent with the Uniform Standards of Professional Appraisal Practice ("USPAP") and the standards of the American Society of Appraisers ("ASA") or the American Institute of Certified Public Accountants ("AICPA"), as applicable.

(b) Summary Appraisal Schedule. Redstone shall prepare a consolidated summary schedule listing all twenty-three (23) portfolio company FMV conclusions in a single tabular format suitable for inclusion as an exhibit to the PLR request. This summary schedule will be incorporated into, or cross-referenced by, PLR Exhibit D — Schedule of Contributing Entities and Assets. The schedule should include, for each portfolio company: the entity name, jurisdiction, holding vehicle, ownership percentage being transferred, concluded FMV, adjusted tax basis, and resulting built-in gain or loss.

(c) Reconciliation Workpaper. Redstone shall prepare, or cooperate with Calderwood & Harkness in the preparation of, a reconciliation workpaper matching Redstone's FMV conclusions against the adjusted tax basis records maintained by Caldwell Pierce & Co. LLP. This reconciliation workpaper will support the built-in gain calculations that are central to the § 704(c) analysis in the PLR submission. The format and methodology for the reconciliation will be coordinated with Calderwood & Harkness; please refer to the separate Reconciliation of FMV and Tax Basis Schedules memorandum that will be provided under separate cover.

3. Valuation Methodology Guidance

3.1 Acceptable Methodologies

For purposes of the PLR submission to the IRS, Redstone should employ one or more of the following recognized valuation methodologies, each of which is well-established in the appraisal profession and has been accepted by the IRS in similar contexts:

(a) discounted Cash Flow ("DCF") Analysis. DCF analysis is the preferred primary valuation method for operating company interests in the digital infrastructure sector (including data centers, fiber-optic networks, and edge computing platforms) and enterprise SaaS platforms. The DCF approach requires the projection of future free cash flows over an appropriate forecast period, the determination of a terminal value, and the discounting of all projected cash flows to present value using an appropriate risk-adjusted discount rate (typically the WACC). Redstone should clearly state the assumptions underlying each DCF analysis, including revenue growth projections, margin assumptions, capital expenditure requirements, working capital adjustments, terminal growth rate, and the derivation of the applicable WACC.

(b) Comparable Company Analysis ("Comps"). Public company comparable analysis is an appropriate supplementary or corroborative method for portfolio companies that have reasonably close publicly traded peers. For digital infrastructure companies, relevant public comparables may include Westmark Group (EQIX), Thackeray & Co. (DLR), Ridgeway & Co. (prior to its take-private), and other publicly traded data center, fiber-optic, and cloud infrastructure operators. For enterprise SaaS companies, relevant comparables may include Larkspur Solutions (CRM), Calderon Industries (NOW), Sundial Holdings (DDOG), and similar publicly traded SaaS platforms. Redstone should document its comparable company selection criteria and explain any adjustments made to account for differences in size, growth rate, margin profile, geographic mix, and capital structure between the comparable companies and the subject portfolio companies.

(c) Precedent Transaction Analysis. Analysis of recent mergers and acquisitions transactions in the digital infrastructure and enterprise SaaS sectors may provide additional valuation benchmarks. Redstone should identify and analyze relevant precedent transactions, noting the transaction multiples (e.g., EV/Revenue, EV/EBITDA), the date of each transaction, and any adjustments made to account for differences between the precedent transactions and the subject interests.

Calderwood & Harkness has prepared a separate Memorandum on Valuation Methodology for PLR Submission that analyzes in greater detail the defensibility and appropriateness of each methodology for the specific asset classes represented in Solara's portfolio. A copy of this memorandum will be provided to Redstone under separate cover. We encourage Redstone to review this memorandum carefully, as it addresses certain IRS-specific considerations — including the Service's historical preferences regarding valuation methodology for privately held operating company interests and its treatment of DCF versus market-based approaches in prior PLR proceedings — that may inform Redstone's methodological choices.

3.2 Special Considerations

Several special considerations warrant emphasis in connection with Redstone's valuation work:

(a) Operating Company Characterization. The portfolio being transferred consists entirely of operating company interests — that is, businesses engaged in active operations in the digital infrastructure and enterprise SaaS sectors. None of the portfolio companies is a passive investment vehicle, a holding company for marketable securities, or an entity whose principal assets consist of stocks, bonds, debentures, or other investment securities. This characterization is critical to the § 721(b) investment company exception analysis in the PLR request. Under § 721(b), the general rule of tax-free treatment for contributions to a partnership does not apply if the contribution results in the diversification of the contributors' interests and the partnership would be treated as an "investment company" under the applicable regulations. Calderwood & Harkness's position in the PLR request is that the investment company exception does not apply because the contributed assets are interests in operating businesses, not portfolios of passive investment assets. Accordingly, Redstone's appraisals should clearly describe each appraised interest as an operating business interest, characterize the nature of the business operations, and avoid any language or framing that could suggest the interests are passive investment holdings.

(b) Real Property Component Analysis (FIRPTA / IRC § 897). For data center and fiber-optic network assets — specifically NovaBright Data Systems Inc. and Thorngate Fiber Networks LP, but also any other portfolio companies with significant physical infrastructure — Redstone should address the real property components of the business. The PLR request includes a FIRPTA / IRC § 897 analysis evaluating whether any of the transferred portfolio company interests constitute "United States real property interests" ("USRPIs") as defined under § 897(c). A USRPI includes an interest in a U.S. real property holding corporation — a domestic corporation in which the fair market value of the U.S. real property interests equals or exceeds 50% of the fair market value of the sum of (i) U.S. real property interests, (ii) interests in real property located outside the United States, and (iii) other assets used or held for use in a trade or business. Redstone's appraisals of these companies should separately identify and value the real property components (land, buildings, data center facilities, fiber-optic conduit and right-of-way assets) to facilitate Calderwood & Harkness's § 897 analysis.

(c) Cayman Islands Entity — Helix SaaS Holdings Ltd. For Helix SaaS Holdings Ltd., a Cayman Islands exempted company held entirely by Fund V-A Cayman, Redstone's appraisal should note the entity's jurisdiction of organization and characterize the underlying assets. Although Helix is organized in the Cayman Islands, its operations and assets may be located in one or more other jurisdictions. The appraisal should identify the jurisdiction(s) in which Helix's operating assets are located and the nature of those assets (Intellectual property, customer contracts, software platforms, etc.), as this characterization is relevant to both the FIRPTA analysis and the broader cross-border tax analysis in the PLR request.

4. Valuation Date

The applicable valuation date for each portfolio company interest should be coordinated with the target dates for each contribution step in the reorganization, as follows:

• Fund IV-A Cayman assets (contributed in Step 2): Valuation date of October 1, 2025.

• Fund IV-B Luxembourg assets (contributed in Step 3): Valuation date of October 15, 2025.

• Fund V-A Cayman and Fund V-B Luxembourg assets (contributed in Step 4): Valuation date of November 1, 2025.

However, for purposes of the PLR submission — which has a target filing date of August 15, 2025 — it will not be possible to prepare appraisals as of the actual contribution dates, which fall after the PLR submission. Accordingly, preliminary appraisals should be prepared as of the most recent practicable date prior to the PLR submission. We suggest a preliminary valuation date of June 30, 2025, or, if data availability permits, July 31, 2025. The selection of the preliminary valuation date should be discussed and agreed upon during the kickoff call referenced in the closing paragraph of this memorandum.

It is understood that updated and final appraisals as of the actual contribution dates (October 1, October 15, and November 1, 2025, respectively) will be required for tax compliance purposes, including the preparation of the contributing entities' final tax returns and the Consolidated Master Fund LP's initial-year tax return. These final appraisals will be commissioned as a supplemental phase of the engagement following the completion of the PLR submission.

Redstone should clearly state the valuation date in each appraisal report and note any assumptions regarding material changes in value between the preliminary appraisal date and the anticipated contribution dates. If, in Redstone's professional judgment, there is a meaningful risk that market conditions, company-specific developments, or other factors could cause material changes in value between the preliminary valuation date and the actual contribution dates, Redstone should identify those risks and, where possible, provide sensitivity analyses quantifying the potential impact.

5. Timeline and Delivery Schedule

The following timeline has been established for Redstone's work product deliveries, coordinated with the overall PLR submission schedule:

The July 1, 2025 date for draft appraisals is aligned with Calderwood & Harkness's target date for circulating the draft PLR request to the client for review and comment. It is important that Redstone's draft appraisals be available by this date so that they can be reviewed by the Calderwood & Harkness team, discussed with the client, and incorporated into the draft PLR request before it is presented to Solara's Limited Partner Advisory Committee ("LPAC") for review on or about July 15, 2025.

The July 15, 2025 deadline for final preliminary appraisals is critical. These final versions must be in a form suitable for submission to the IRS as part of the PLR filing and must be available for reconciliation against the Caldwell Pierce tax-basis records before the August 15, 2025 PLR submission date.

We note that the IRS pre-submission conference, currently requested for July 22, 2025, may involve discussion of the valuation methodology and assumptions underlying the appraisals. Calderwood & Harkness may request that a senior representative of Redstone be available (by telephone or in person) to participate in this conference if the IRS raises questions regarding the valuation analysis. We will provide advance notice if Redstone's participation is requested.

Final appraisals as of the actual contribution dates (October 1, October 15, and November 1, 2025) should be delivered no later than fifteen (15) business days after each applicable contribution closing, to support post-closing tax compliance filings.

6. Data and Information Access

Redstone will receive access to the following information sources in connection with its valuation work:

(a) Financial Statements and Management Accounts. Audited and unaudited financial statements, management accounts, operating budgets, revenue forecasts, and business plans for all twenty-three (23) portfolio companies will be provided by Solara. The primary contacts for these materials are Douglas Wexford, Chief Financial Officer, and Stefan Dalmqvist, Head of Tax, at Solara Digital Infrastructure LP, 1200 Market Street, Suite 3400, Wilmington, Delaware 19801.

(b) Historical Tax Returns and Tax-Basis Records. Historical federal and state income tax returns, Schedule K-1s, tax-basis balance sheets, and related working papers for all six fund vehicles will be provided by Caldwell Pierce & Co. LLP. The primary contact is Helen Okamoto, Partner, 400 Renaissance Center, Suite 2500, Detroit, Michigan 48243.

(c) Fund Administrator Records. Net asset value ("NAV") calculations, quarterly investor reporting packages, capital account statements, and related fund-level financial data will be available from Clarendon Fund Services Ltd., Solara's independent fund administrator. The primary contact is Rachel Okonkwo, Client Relationship Director, Windward 3, Regatta Office Park, West Bay Road, George Town, Grand Cayman KY1-1108.

(d) Organizational Charts. Pre-reorganization and post-reorganization organizational charts — corresponding to PLR Exhibits A and B, respectively — will be provided by Calderwood & Harkness LLP.

Redstone should direct all data requests to Stefan Dalmqvist at Solara, with copies to Robert Jansen, Lead Associate, Calderwood & Harkness LLP (D.C. office), and Garrett Simmons, Working Associate, Calderwood & Harkness LLP (New York office). This protocol is intended to ensure that all data requests are tracked, that responsive materials are provided in a timely and organized manner, and that the legal team is aware of the information being shared with Redstone for privilege and work product protection purposes.

7. Confidentiality and Privilege

All work product produced by Redstone in connection with this engagement is being prepared at the direction of counsel — specifically, Calderwood & Harkness LLP — for the purpose of rendering legal advice to Solara in connection with the PLR request. Redstone is engaged as a consulting expert and advisor to counsel, and its appraisal reports and related work product are prepared in furtherance of Calderwood & Harkness's legal analysis and advice to the client.

Redstone should treat all information received from Solara, Caldwell Pierce & Co. LLP, Clarendon Fund Services Ltd., Calderwood & Harkness LLP, and any other source in connection with this engagement as confidential and proprietary to Solara. Such information should not be disclosed to any third party except as specifically authorized herein or as may be authorized in writing by Solara and Calderwood & Harkness.

Redstone's appraisal reports and related work product may be disclosed to the following parties:

(a) The Internal Revenue Service, in connection with the PLR submission and any related proceedings, conferences, or correspondence;

(b) Caldwell Pierce & Co. LLP, for purposes of the FMV-to-tax-basis reconciliation described in Section 2.3(c) above;

(c) Whitfield, Carruthers & Doyle LLP, counsel to the Limited Partner Advisory Committee, as part of the LPAC review process for the reorganization (primary contact: Diana Carruthers, Partner); and

(d) Bramhall & Quelwick LLP, independent tax counsel to Nordhaven Sovereign Wealth Fund (primary contact: Jason Tremaine, Partner), to the extent required for review by Nordhaven in its capacity as a significant limited partner in the Solara fund platform.

No disclosure of Redstone's work product or any confidential information received in connection with this engagement shall be made to any party other than those listed above without prior written consent from both Solara Digital Infrastructure LP and Calderwood & Harkness LLP. Redstone should implement appropriate internal controls and information barriers to ensure that confidential information is accessible only to those members of Redstone's engagement team who have a need to know in connection with the performance of the valuation services described herein.

8. Coordination with Other Advisors

The reorganization involves a complex, multi-jurisdictional advisory team. Redstone should coordinate its work with the following advisors, as described below:

(a) Caldwell Pierce & Co. LLP. Redstone should coordinate closely with Helen Okamoto, Partner, at Caldwell Pierce for purposes of obtaining tax-basis data and preparing the FMV-to-tax-basis reconciliation workpaper. Caldwell Pierce maintains the adjusted tax basis records for all portfolio company interests held by the fund vehicles and will provide the baseline data against which Redstone's FMV conclusions will be compared.

(b) Calderwood & Harkness LLP. Redstone should coordinate with Robert Jansen, Lead Associate (D.C. office), and Garrett Simmons, Working Associate (New York office), at Calderwood & Harkness for purposes of integrating the valuation analysis into the broader PLR legal analysis and preparing the PLR exhibits. Robert Jansen serves as the day-to-day coordinator for the PLR engagement and should be the primary point of contact at Calderwood & Harkness for scheduling, workflow, and substantive coordination questions.

(c) Solara In-House Team. Redstone should coordinate with Stefan Dalmqvist, Head of Tax, and Douglas Wexford, Chief Financial Officer, at Solara for purposes of obtaining portfolio company financial data, management projections, operating budgets, and related information. The Solara in-house team will also facilitate introductions to portfolio company management teams if Redstone requires direct access to company personnel for purposes of conducting management interviews or obtaining supplemental information.

In addition, Calderwood & Harkness notes the involvement of the following additional advisors, who may be relevant to Redstone's work:

(d) Veldhuis & Gérard S.à r.l. (Luxembourg Counsel). Marc Gérard, Managing Partner, located at 22, boulevard Royal, L-2449 Luxembourg, serves as Luxembourg counsel to Solara in connection with the reorganization. Veldhuis & Gérard may provide information regarding the Luxembourg SCSp vehicles, their portfolio holdings, and Luxembourg law considerations relevant to the contribution and dissolution steps. Redstone may contact Veldhuis & Gérard for information regarding the Luxembourg-held portfolio companies, subject to coordination with Calderwood & Harkness.

(e) Meridian Offshore Legal. Fiona McAllister, Partner, located at Caledonia House, 69 Dr. Roy's Drive, George Town, Grand Cayman KY1-1103, serves as Cayman Islands counsel to Solara. Meridian Offshore Legal may provide information regarding the Cayman-held portfolio company interests, the Cayman fund vehicle structures, and Cayman law considerations relevant to the reorganization. Redstone may contact Meridian Offshore Legal for information regarding Cayman-held portfolio companies, subject to coordination with Calderwood & Harkness.

9. Fee Arrangements and Billing

Redstone's fee arrangement and engagement terms are being negotiated directly between Redstone Advisory Group LLC and Solara Digital Infrastructure LP. This cover memorandum serves to transmit the scope of the valuation engagement and the instructions of counsel on behalf of Solara; the formal engagement letter between Redstone and Solara, setting forth the fee structure, payment terms, limitation of liability provisions, and other contractual terms, should be executed separately between those parties.

Redstone's fees and expenses in connection with this engagement will be billed directly to Solara Digital Infrastructure LP. Invoices should be directed to Douglas Wexford, Chief Financial Officer, or Priya Narasimhan, General Counsel, at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801.

Calderwood & Harkness notes that Redstone's fees are anticipated to be included within the estimated $85,000 in disbursements budgeted for the PLR engagement, to the extent that Calderwood & Harkness advances any portion of such fees or expenses on behalf of the client. Any advancement of fees by Calderwood & Harkness would be subject to the terms of Calderwood & Harkness's own engagement letter with Solara and would be reimbursed by Solara in the ordinary course.

10. Contact Information

For ease of reference, the primary contact information for this engagement is summarized below:

Calderwood & Harkness LLP:

Solara Digital Infrastructure LP:

Engagement Number: 20250527-SDILP-PLR

All correspondence, data transmittals, and deliverables in connection with this engagement should reference the engagement number set forth above.

Closing

We respectfully request that Redstone confirm receipt and acceptance of the scope of engagement described in this cover memorandum at your earliest convenience. We further request that Redstone provide a preliminary project plan and resource allocation — including the identification of the engagement team, the proposed work schedule, and any anticipated data requirements beyond those described herein — by return correspondence no later than ten (10) business days following receipt of this memorandum.

We are available for a kickoff call at Redstone's earliest convenience to discuss data access logistics, valuation methodology, timeline considerations, and any questions Redstone may have regarding the scope or structure of the engagement. Robert Jansen will coordinate scheduling of the kickoff call and can be reached directly at the D.C. office address listed above.

We appreciate Redstone's expertise in complex valuation engagements and look forward to working together on this important matter. Please do not hesitate to contact me or Leonard Cross with any questions in the interim.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Sylvia Hartwell

Title: Partner

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

Enclosures:

Enclosure 1: List of All 23 Portfolio Company Interests with Preliminary FMV, Adjusted Tax Basis, and Built-In Gain Data (Draft — Subject to Redstone's Independent Verification)

Enclosure 2: Pre-Reorganization Organizational Charts (Corresponding to PLR Exhibit A)

Enclosure 3: Post-Reorganization Organizational Charts (Corresponding to PLR Exhibit B)

Enclosure 4: Step Transaction Diagrams (Corresponding to PLR Exhibit C)

cc: Viktor Raines, Managing Partner & Founder, Solara Digital Infrastructure LP cc: Priya Narasimhan, General Counsel, Solara Digital Infrastructure LP cc: Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure LP cc: Douglas Wexford, Chief Financial Officer, Solara Digital Infrastructure LP cc: Leonard Cross, Partner, Calderwood & Harkness LLP cc: Robert Jansen, Associate, Calderwood & Harkness LLP cc: Garrett Simmons, Associate, Calderwood & Harkness LLP

Portfolio Company	Entity Type	Jurisdiction	Holding Vehicle(s)	Preliminary FMV	Adjusted Tax Basis	Built-In Gain
NovaBright Data Systems Inc.	Corporation	Delaware	Fund IV-A Cayman (60%); Fund IV LP (40%)	$890 million	$520 million	$370 million
Crestline Cloud Solutions LLC	LLC (disregarded entity)	Delaware	Fund IV-B Lux (100%)	€340 million ($367 million)	€195 million ($211 million)	€145 million ($156 million)
Veridian Edge Computing Corp.	Corporation	Delaware	Fund V-A Cayman (55%); Fund V LP (45%)	$1.12 billion	$780 million	$340 million
Thorngate Fiber Networks LP	Limited partnership	Delaware	Fund IV-A Cayman (100%)	$670 million	$490 million	$180 million
Helix SaaS Holdings Ltd.	Exempted company	Cayman Islands	Fund V-A Cayman (100%)	$445 million	$310 million	$135 million
Milestone	Target Date
Draft appraisal reports delivered to Calderwood & Harkness for review	July 1, 2025
Final preliminary appraisal reports delivered (for incorporation into PLR Exhibit D)	July 15, 2025
LPAC review of final PLR request (includes review of valuation exhibits)	July 15, 2025
Requested IRS pre-submission conference (appraisals may be referenced)	July 22, 2025
PLR submission to IRS	August 15, 2025
Final appraisals (as of actual contribution dates)	No later than 15 business days after each applicable contribution closing
Name	Role	Office	Address
Leonard Cross	Responsible Partner	Washington, D.C.	1900 K Street NW, Suite 1100, Washington, DC 20006
Sylvia Hartwell	Billing Partner	New York	600 Lexington Avenue, 38th Floor, New York, NY 10022
Robert Jansen	Lead Associate	Washington, D.C.	1900 K Street NW, Suite 1100, Washington, DC 20006
Garrett Simmons	Working Associate	New York	600 Lexington Avenue, 38th Floor, New York, NY 10022
Name	Role	Address
Stefan Dalmqvist	Head of Tax	1200 Market Street, Suite 3400, Wilmington, DE 19801
Douglas Wexford	Chief Financial Officer	1200 Market Street, Suite 3400, Wilmington, DE 19801
Priya Narasimhan	General Counsel	1200 Market Street, Suite 3400, Wilmington, DE 19801

CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP Attorneys at Law
600 Lexington Avenue, 38th Floor New York, New York 10022
Telephone: (212) 554-7800 Facsimile: (212) 554-7801 www.calderwoodharkness.com
May 30, 2025
Marco DeLuca, Managing Director Redstone Advisory Group LLC 750 Seventh Avenue, 21st Floor New York, New York 10019
Re: Valuation Engagement — Solara Digital Infrastructure LP Cross-Border Fund-Platform Reorganization Calderwood & Harkness Engagement No. 20250527-SDILP-PLR
Dear Mr. DeLuca:
Calderwood & Harkness LLP writes on behalf of its client, Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Solara is a private equity sponsor with approximately $14.7 billion in assets under management as of March 31, 2025, investing primarily across digital infrastructure and enterprise SaaS verticals. The firm was founded in 2014 by Viktor Raines, Managing Partner and Founder, and has since established itself as a leading institutional investor in mission-critical technology infrastructure and cloud-based software platforms.
Calderwood & Harkness has been retained as U.S. tax counsel to Solara in connection with the preparation and submission of a private letter ruling ("PLR") request to the Internal Revenue Service ("IRS"). The PLR request relates to a multi-step cross-border fund-platform reorganization that Solara intends to consummate during the fourth quarter of 2025. The engagement is led by Leonard Cross, Partner, in our Washington, D.C. office (1900 K Street NW, Suite 1100, Washington, DC 20006), who serves as Responsible Partner for the matter. Sylvia Hartwell, Partner, in our New York office, serves as Billing Partner.
The purpose of this cover memorandum is to transmit detailed instructions for Redstone Advisory Group LLC ("Redstone") to prepare independent fair market value ("FMV") appraisals of all portfolio company interests being transferred in connection with the reorganization. These appraisals will serve as supporting documentation in the PLR submission to the IRS. The scope, methodology, deliverables, and timeline described herein have been developed in close coordination with Solara's in-house tax and finance teams and reflect the specific requirements of the anticipated PLR submission. We appreciate Redstone's willingness to undertake this engagement and look forward to a productive working relationship on this complex matter.
1. Background and Context of the Reorganization
1.1 Existing Fund Platform Structure
To provide appropriate context for the valuation engagement, we set forth below a description of Solara's existing fund platform architecture. Solara currently operates through six parallel fund vehicles organized across three jurisdictions — Delaware, the Cayman Islands, and Luxembourg. The parallel fund structure was designed to accommodate the diverse regulatory, tax, and structural requirements of Solara's investor base, which includes U.S. taxable investors, U.S. tax-exempt investors (including pension funds, university endowments, and charitable foundations), and non-U.S. institutional investors (including sovereign wealth funds, European pension schemes, and Asian institutional allocators).
The six fund vehicles are as follows:
Fund IV Platform (Vintage 2021):
(a) Solara Digital Partners Fund IV LP — A Delaware limited partnership with a total fund size of $4.2 billion, approximately 72% deployed as of the date hereof. The general partner is Solara Digital Infrastructure GP LLC, a Delaware limited liability company (EIN 82-4917365). Fund IV LP serves as the primary domestic vehicle through which U.S. taxable investors participate in Solara's fourth vintage of investments.
(b) Solara Digital Partners Fund IV-A (Cayman) LP — A Cayman Islands exempted limited partnership with a total fund size of $1.85 billion. The registered office is located at Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, George Town, Grand Cayman KY1-1111. The general partner is Solara Offshore GP Ltd., a Cayman Islands exempted company. Fund IV-A is registered with the Cayman Islands Monetary Authority ("CIMA") under registration number MF-72491. This vehicle was established to accommodate U.S. tax-exempt investors seeking to mitigate unrelated business taxable income ("UBTI") exposure through the use of offshore blocker structures, as well as certain non-U.S. investors for whom the Cayman Islands offered optimal treaty and regulatory positioning.
(c) Solara Digital Partners Fund IV-B (Luxembourg) SCSp — A Luxembourg société en commandite spéciale (special limited partnership) with a total fund size of €1.15 billion (approximately $1.24 billion at an exchange rate of 1.08 EUR/USD). The registered office is located at 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg. The general partner (gérant commandité) is Solara Luxembourg Management S.à r.l., a Luxembourg private limited liability company registered with the Registre de Commerce et des Sociétés under number B 248193. Fund IV-B was established primarily to accommodate European institutional investors seeking access to Solara's portfolio through a tax-transparent vehicle domiciled within the European Union, and to facilitate access to certain EU bilateral investment treaties and regulatory frameworks.
Fund V Platform (Vintage 2023):
(d) Solara Digital Partners Fund V LP — A Delaware limited partnership with a total fund size of $5.6 billion, approximately 38% deployed as of the date hereof. Fund V LP serves as the primary domestic vehicle for Solara's fifth vintage and represents the firm's largest fundraise to date, reflecting strong institutional demand for digital infrastructure and enterprise SaaS exposure.
(e) Solara Digital Partners Fund V-A (Cayman) LP — A Cayman Islands exempted limited partnership with a total fund size of $2.45 billion, registered with CIMA under registration number MF-89103. Fund V-A mirrors the structural role of Fund IV-A within the Fund V platform, serving U.S. tax-exempt and certain non-U.S. investors.
(f) Solara Digital Partners Fund V-B (Luxembourg) SCSp — A Luxembourg société en commandite spéciale with a total fund size of €1.38 billion (approximately $1.49 billion at an exchange rate of 1.08 EUR/USD), registered with the Registre de Commerce et des Sociétés under number B 271056. Fund V-B mirrors the structural role of Fund IV-B within the Fund V platform.
In summary, U.S. taxable investors invest through the Delaware main funds (Fund IV LP and Fund V LP). U.S. tax-exempt investors — including pension funds, endowments, and similar institutions — invest through the Cayman parallel vehicles (Fund IV-A and Fund V-A) in order to obtain the benefit of offshore blocker structures that mitigate UBTI exposure. Non-U.S. investors invest through either the Cayman or Luxembourg parallel vehicles depending on treaty access considerations, regulatory requirements, and investor-specific structuring preferences.
1.2 Proposed Reorganization — Overview
Solara is undertaking a multi-step cross-border reorganization that will consolidate the four offshore fund vehicles (Fund IV-A Cayman, Fund IV-B Luxembourg, Fund V-A Cayman, and Fund V-B Luxembourg) into a newly established Delaware-domiciled master fund structure. The two domestic main funds (Fund IV LP and Fund V LP) will continue to operate in their existing form and are not directly part of the reorganization, although they will coordinate their investment activities with the new consolidated master fund going forward.
The principal business rationale for the reorganization includes the following:
(i) Operational Cost Reduction. Solara currently incurs approximately $3.8 million annually in duplicative offshore administration, audit, regulatory compliance, and fund governance fees across the four parallel offshore vehicles. The consolidation into a single Delaware-domiciled master fund structure is expected to materially reduce these costs by eliminating redundant service providers, regulatory filings, and administrative overhead.
(ii) OECD Pillar Two GloBE Rules. The implementation of the OECD/G20 Inclusive Framework's Pillar Two Global Anti-Base Erosion ("GloBE") rules, including the Income Inclusion Rule ("IIR") and the Undertaxed Profits Rule ("UTPR"), effective for fiscal year 2025, has introduced material compliance complexity and potential minimum-tax exposure for the Luxembourg SCSp structures. The reorganization is designed, in part, to address the implications of these rules on Solara's fund platform.
(iii) FATCA/CRS Compliance Simplification. The current multi-jurisdictional structure requires separate Foreign Account Tax Compliance Act ("FATCA") and Common Reporting Standard ("CRS") compliance programs in each jurisdiction. Consolidation into a Delaware-domiciled structure will simplify these reporting obligations and reduce associated compliance risk.
(iv) LP-Requested Governance Simplification. Several of Solara's largest limited partners, including institutional investors with commitments in excess of $250 million, have expressed a preference for a simplified governance framework with fewer parallel vehicles, more streamlined reporting, and consolidated capital account administration.
The reorganization is planned as a five-step transaction to be executed during the fourth quarter of 2025, with a target effective date of December 1, 2025. The anticipated steps are as follows:
Step 1 — Formation of New Entities (Target: September 15, 2025). Solara will form the following new Delaware entities: (a) Solara Consolidated Master Fund GP LLC, a Delaware limited liability company that will serve as the general partner of the new master fund; (b) Solara Consolidated Master Fund LP, a Delaware limited partnership that will serve as the consolidated master fund vehicle; (c) Solara International Feeder (Cayman) LP, a Cayman Islands exempted limited partnership that will serve as a feeder vehicle for non-U.S. investors into the consolidated master fund; and (d) Solara Tax-Exempt Feeder (Cayman) LP, a Cayman Islands exempted limited partnership that will serve as a feeder vehicle for U.S. tax-exempt investors into the consolidated master fund, preserving UBTI blocker benefits.
Step 2 — Contribution of Fund IV-A Cayman Assets (Target: October 1, 2025). Solara Digital Partners Fund IV-A (Cayman) LP will contribute all of its portfolio company interests and other assets to Solara Consolidated Master Fund LP in exchange for limited partnership interests in the consolidated master fund. This contribution is intended to qualify as a tax-free contribution under IRC § 721(a).
Step 3 — Contribution of Fund IV-B Luxembourg Assets (Target: October 15, 2025). Solara Digital Partners Fund IV-B (Luxembourg) SCSp will contribute all of its portfolio company interests and other assets to Solara Consolidated Master Fund LP in exchange for limited partnership interests in the consolidated master fund. This contribution is similarly intended to qualify as a tax-free contribution under IRC § 721(a).
Step 4 — Contribution of Fund V Offshore Assets (Target: November 1, 2025). Solara Digital Partners Fund V-A (Cayman) LP and Solara Digital Partners Fund V-B (Luxembourg) SCSp will each contribute all of their respective portfolio company interests and other assets to Solara Consolidated Master Fund LP in exchange for limited partnership interests in the consolidated master fund. These contributions are intended to qualify as tax-free contributions under IRC § 721(a).
Step 5 — Dissolution of Legacy Offshore Vehicles and LP Migration (Target: December 1, 2025). Following the completion of the asset contributions, the four legacy offshore vehicles will be dissolved in an orderly manner, and the limited partners of each legacy vehicle will be migrated into the appropriate feeder structure (either the International Feeder or the Tax-Exempt Feeder) in exchange for their interests in the consolidated master fund. This step will complete the reorganization and establish the new master-feeder architecture.
1.3 PLR Request and Role of Valuations
Calderwood & Harkness is preparing a PLR request for submission to the IRS Office of the Associate Chief Counsel (International) ("CC:INTL"), with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs & Special Industries) ("CC:PSI"). The target date for submission of the PLR request is August 15, 2025, which presupposes completion of all supporting documentation — including Redstone's FMV appraisals — by no later than mid-July 2025.
The PLR request seeks eight specific rulings from the IRS confirming the tax-free treatment of the reorganization transactions under the Internal Revenue Code of 1986, as amended (the "Code"). Specifically, the PLR request will seek rulings confirming:
(1) That the contributions of portfolio company interests from the legacy offshore vehicles to the Consolidated Master Fund LP qualify as tax-free contributions under IRC § 721(a);
(2) That the investment company exception under IRC § 721(b) does not apply to disqualify the contributions from tax-free treatment, on the basis that the contributed assets consist of operating company interests rather than diversified portfolios of passive investment assets;
(3) That no gain or loss is recognized by the contributing entities or the Consolidated Master Fund LP under IRC § 731(a) in connection with the reorganization;
(4) That IRC § 731(c) (relating to distributions of marketable securities) does not apply to the transactions;
(5) That the liability-shifting analysis under IRC § 752 does not result in constructive distributions triggering gain recognition;
(6) That the built-in gain or loss attributable to contributed property is properly allocated under IRC § 704(c) and the regulations thereunder;
(7) That the withholding tax obligations under IRC § 1446 are properly addressed in the reorganization; and
(8) That the entity classification of the Consolidated Master Fund LP and the feeder vehicles is properly determined under Treas. Reg. § 301.7701-3.
Redstone's FMV appraisals will be submitted as supporting exhibits to the PLR request. Specifically, the appraisals will be cross-referenced in PLR Exhibit D — Schedule of Contributing Entities and Assets, which sets forth the complete inventory of portfolio company interests being transferred, together with their respective fair market values, adjusted tax bases, and built-in gain or loss amounts.
The IRS requires reliable, independent fair market value determinations in order to evaluate several critical aspects of the PLR analysis. In particular, FMV data is necessary for the IRS to assess the § 721(a) contribution analysis (confirming that the contributions are properly characterized as transfers of property to a partnership in exchange for partnership interests), the § 721(b) investment company exception analysis (confirming that the contributed assets are not "stocks, notes, bonds, debentures, or other securities" of the type that would cause the partnership to be treated as an investment company), the § 704(c) built-in gain carryover calculations (requiring accurate FMV-to-basis differentials as of the contribution dates), and the § 752 liability-shifting analysis (requiring FMV data to evaluate changes in each partner's share of partnership liabilities).
Additionally, Redstone's FMV appraisals will be reconciled with the tax-basis records maintained by Caldwell Pierce & Co. LLP, Solara's independent accounting firm. Caldwell Pierce has been engaged to maintain and verify the adjusted tax basis of each portfolio company interest held by the fund vehicles. The reconciliation of Redstone's independent FMV conclusions against Caldwell Pierce's tax-basis records will produce the built-in gain or loss schedules that are central to the § 704(c) analysis in the PLR submission. The primary contact at Caldwell Pierce for purposes of this coordination is Helen Okamoto, Partner, located at 400 Renaissance Center, Suite 2500, Detroit, Michigan 48243.
2. Scope of Valuation Engagement
2.1 Portfolio Companies to Be Appraised
Redstone is engaged to prepare independent FMV appraisals of all twenty-three (23) portfolio company interests being transferred from the four legacy offshore fund vehicles to the Consolidated Master Fund LP in connection with the reorganization. Of these twenty-three portfolio companies, eleven (11) are held by the Fund IV vehicles (Fund IV-A Cayman and Fund IV-B Luxembourg), and twelve (12) are held by the Fund V vehicles (Fund V-A Cayman and Fund V-B Luxembourg).
Set forth below is a representative summary of five key portfolio company interests, together with preliminary FMV estimates, adjusted tax basis figures, and estimated built-in gains. These preliminary figures have been provided by Solara's internal valuation team and tax department for reference purposes and are subject to confirmation and, as appropriate, revision by Redstone's independent appraisal work.
The remaining eighteen (18) portfolio companies across the Fund IV and Fund V vehicles will be identified in a separate supplemental communication. Complete information regarding these additional portfolio companies — including entity type, jurisdiction of organization, holding vehicle, and preliminary financial data — will be provided by Solara's Head of Tax, Stefan Dalmqvist, and Chief Financial Officer, Douglas Wexford, under separate cover. We anticipate that this information will be available to Redstone within five (5) business days following the execution of the engagement letter between Redstone and Solara.
We note the following important instruction with respect to portfolio companies in which ownership is split between a Delaware main fund and an offshore parallel fund. Certain portfolio companies — including NovaBright Data Systems Inc. (60% Fund IV-A Cayman / 40% Fund IV LP) and Veridian Edge Computing Corp. (55% Fund V-A Cayman / 45% Fund V LP) — have their equity interests divided between a domestic main fund and an offshore parallel fund. Because the reorganization involves only the contribution of assets held by the offshore vehicles, only the offshore portion of each such interest will be transferred to the Consolidated Master Fund LP. However, for purposes of ensuring methodological consistency and supporting a defensible enterprise-level valuation, Redstone should appraise the entire enterprise value of each such portfolio company and then report valuations on a per-interest basis corresponding to the specific ownership percentages being transferred to the Consolidated Master Fund. The per-interest valuations should reflect appropriate adjustments for minority interests, control premiums, and other relevant factors, as discussed further in Section 3 below.
2.2 Aggregate Financial Parameters
The aggregate financial parameters of the reorganization, based on preliminary data provided by Solara and subject to Redstone's independent verification, are as follows:
• Total FMV of assets being transferred to the Consolidated Master Fund LP (across all four offshore vehicles): approximately $7.75 billion (preliminary).
• Total adjusted tax basis of assets being transferred: approximately $6.03 billion.
• Total aggregate built-in gain: approximately $1.72 billion.
• Aggregate liabilities to be assumed by the Consolidated Master Fund LP in connection with the asset contributions: approximately $1.34 billion.
• EUR/USD exchange rate to be applied uniformly across all EUR-denominated valuations: 1.08, per Solara's standard foreign exchange convention for purposes of this reorganization. This exchange rate is subject to confirmation as of the applicable valuation date. Redstone should note any material sensitivity of its FMV conclusions to fluctuations in the EUR/USD exchange rate.
These aggregate figures are preliminary and will be subject to adjustment based on Redstone's independent appraisal work, updated financial data from the portfolio companies, and any changes in market conditions between the date hereof and the applicable valuation dates.
2.3 Specific Deliverables Required
Redstone is requested to prepare and deliver the following specific work product in connection with this engagement:
(a) Individual FMV Appraisal Reports. Redstone shall prepare a separate, self-contained FMV appraisal report for each of the twenty-three (23) portfolio company interests being transferred in the reorganization. Each individual appraisal report should include, at a minimum, the following components:
(i) A description of the business, assets, and industry position of the portfolio company, including a summary of the company's operations, revenue model, competitive landscape, and growth trajectory;
(ii) A statement of the valuation methodology or methodologies employed, with a discussion of the rationale for the selected approach(es) and any alternative methodologies considered but not applied;
(iii) A detailed presentation of key assumptions, including revenue growth rates, EBITDA margins, terminal growth rates, weighted average cost of capital ("WACC"), discount rates, comparable company selection criteria, and precedent transaction data, as applicable;
(iv) A concluded fair market value as of the applicable valuation date, stated both in U.S. dollars and, for EUR-denominated assets, in the original currency;
(v) A minority/control premium and lack-of-marketability discount analysis, where applicable, with particular attention to the fact that the interests being transferred are interests in privately held operating companies for which no public market exists;
(vi) For EUR-denominated assets (including Crestline Cloud Solutions LLC and other portfolio companies held by the Luxembourg SCSp vehicles), a currency conversion analysis setting forth the exchange rate applied, the source of the exchange rate data, and any sensitivity analysis related to exchange rate fluctuations; and
(vii) Appropriate certifications, qualifications, and disclosures consistent with the Uniform Standards of Professional Appraisal Practice ("USPAP") and the standards of the American Society of Appraisers ("ASA") or the American Institute of Certified Public Accountants ("AICPA"), as applicable.
(b) Summary Appraisal Schedule. Redstone shall prepare a consolidated summary schedule listing all twenty-three (23) portfolio company FMV conclusions in a single tabular format suitable for inclusion as an exhibit to the PLR request. This summary schedule will be incorporated into, or cross-referenced by, PLR Exhibit D — Schedule of Contributing Entities and Assets. The schedule should include, for each portfolio company: the entity name, jurisdiction, holding vehicle, ownership percentage being transferred, concluded FMV, adjusted tax basis, and resulting built-in gain or loss.
(c) Reconciliation Workpaper. Redstone shall prepare, or cooperate with Calderwood & Harkness in the preparation of, a reconciliation workpaper matching Redstone's FMV conclusions against the adjusted tax basis records maintained by Caldwell Pierce & Co. LLP. This reconciliation workpaper will support the built-in gain calculations that are central to the § 704(c) analysis in the PLR submission. The format and methodology for the reconciliation will be coordinated with Calderwood & Harkness; please refer to the separate Reconciliation of FMV and Tax Basis Schedules memorandum that will be provided under separate cover.
3. Valuation Methodology Guidance
3.1 Acceptable Methodologies
For purposes of the PLR submission to the IRS, Redstone should employ one or more of the following recognized valuation methodologies, each of which is well-established in the appraisal profession and has been accepted by the IRS in similar contexts:
(a) discounted Cash Flow ("DCF") Analysis. DCF analysis is the preferred primary valuation method for operating company interests in the digital infrastructure sector (including data centers, fiber-optic networks, and edge computing platforms) and enterprise SaaS platforms. The DCF approach requires the projection of future free cash flows over an appropriate forecast period, the determination of a terminal value, and the discounting of all projected cash flows to present value using an appropriate risk-adjusted discount rate (typically the WACC). Redstone should clearly state the assumptions underlying each DCF analysis, including revenue growth projections, margin assumptions, capital expenditure requirements, working capital adjustments, terminal growth rate, and the derivation of the applicable WACC.
(b) Comparable Company Analysis ("Comps"). Public company comparable analysis is an appropriate supplementary or corroborative method for portfolio companies that have reasonably close publicly traded peers. For digital infrastructure companies, relevant public comparables may include Westmark Group (EQIX), Thackeray & Co. (DLR), Ridgeway & Co. (prior to its take-private), and other publicly traded data center, fiber-optic, and cloud infrastructure operators. For enterprise SaaS companies, relevant comparables may include Larkspur Solutions (CRM), Calderon Industries (NOW), Sundial Holdings (DDOG), and similar publicly traded SaaS platforms. Redstone should document its comparable company selection criteria and explain any adjustments made to account for differences in size, growth rate, margin profile, geographic mix, and capital structure between the comparable companies and the subject portfolio companies.
(c) Precedent Transaction Analysis. Analysis of recent mergers and acquisitions transactions in the digital infrastructure and enterprise SaaS sectors may provide additional valuation benchmarks. Redstone should identify and analyze relevant precedent transactions, noting the transaction multiples (e.g., EV/Revenue, EV/EBITDA), the date of each transaction, and any adjustments made to account for differences between the precedent transactions and the subject interests.
Calderwood & Harkness has prepared a separate Memorandum on Valuation Methodology for PLR Submission that analyzes in greater detail the defensibility and appropriateness of each methodology for the specific asset classes represented in Solara's portfolio. A copy of this memorandum will be provided to Redstone under separate cover. We encourage Redstone to review this memorandum carefully, as it addresses certain IRS-specific considerations — including the Service's historical preferences regarding valuation methodology for privately held operating company interests and its treatment of DCF versus market-based approaches in prior PLR proceedings — that may inform Redstone's methodological choices.
3.2 Special Considerations
Several special considerations warrant emphasis in connection with Redstone's valuation work:
(a) Operating Company Characterization. The portfolio being transferred consists entirely of operating company interests — that is, businesses engaged in active operations in the digital infrastructure and enterprise SaaS sectors. None of the portfolio companies is a passive investment vehicle, a holding company for marketable securities, or an entity whose principal assets consist of stocks, bonds, debentures, or other investment securities. This characterization is critical to the § 721(b) investment company exception analysis in the PLR request. Under § 721(b), the general rule of tax-free treatment for contributions to a partnership does not apply if the contribution results in the diversification of the contributors' interests and the partnership would be treated as an "investment company" under the applicable regulations. Calderwood & Harkness's position in the PLR request is that the investment company exception does not apply because the contributed assets are interests in operating businesses, not portfolios of passive investment assets. Accordingly, Redstone's appraisals should clearly describe each appraised interest as an operating business interest, characterize the nature of the business operations, and avoid any language or framing that could suggest the interests are passive investment holdings.
(b) Real Property Component Analysis (FIRPTA / IRC § 897). For data center and fiber-optic network assets — specifically NovaBright Data Systems Inc. and Thorngate Fiber Networks LP, but also any other portfolio companies with significant physical infrastructure — Redstone should address the real property components of the business. The PLR request includes a FIRPTA / IRC § 897 analysis evaluating whether any of the transferred portfolio company interests constitute "United States real property interests" ("USRPIs") as defined under § 897(c). A USRPI includes an interest in a U.S. real property holding corporation — a domestic corporation in which the fair market value of the U.S. real property interests equals or exceeds 50% of the fair market value of the sum of (i) U.S. real property interests, (ii) interests in real property located outside the United States, and (iii) other assets used or held for use in a trade or business. Redstone's appraisals of these companies should separately identify and value the real property components (land, buildings, data center facilities, fiber-optic conduit and right-of-way assets) to facilitate Calderwood & Harkness's § 897 analysis.
(c) Cayman Islands Entity — Helix SaaS Holdings Ltd. For Helix SaaS Holdings Ltd., a Cayman Islands exempted company held entirely by Fund V-A Cayman, Redstone's appraisal should note the entity's jurisdiction of organization and characterize the underlying assets. Although Helix is organized in the Cayman Islands, its operations and assets may be located in one or more other jurisdictions. The appraisal should identify the jurisdiction(s) in which Helix's operating assets are located and the nature of those assets (Intellectual property, customer contracts, software platforms, etc.), as this characterization is relevant to both the FIRPTA analysis and the broader cross-border tax analysis in the PLR request.
4. Valuation Date
The applicable valuation date for each portfolio company interest should be coordinated with the target dates for each contribution step in the reorganization, as follows:
• Fund IV-A Cayman assets (contributed in Step 2): Valuation date of October 1, 2025.
• Fund IV-B Luxembourg assets (contributed in Step 3): Valuation date of October 15, 2025.
• Fund V-A Cayman and Fund V-B Luxembourg assets (contributed in Step 4): Valuation date of November 1, 2025.
However, for purposes of the PLR submission — which has a target filing date of August 15, 2025 — it will not be possible to prepare appraisals as of the actual contribution dates, which fall after the PLR submission. Accordingly, preliminary appraisals should be prepared as of the most recent practicable date prior to the PLR submission. We suggest a preliminary valuation date of June 30, 2025, or, if data availability permits, July 31, 2025. The selection of the preliminary valuation date should be discussed and agreed upon during the kickoff call referenced in the closing paragraph of this memorandum.
It is understood that updated and final appraisals as of the actual contribution dates (October 1, October 15, and November 1, 2025, respectively) will be required for tax compliance purposes, including the preparation of the contributing entities' final tax returns and the Consolidated Master Fund LP's initial-year tax return. These final appraisals will be commissioned as a supplemental phase of the engagement following the completion of the PLR submission.
Redstone should clearly state the valuation date in each appraisal report and note any assumptions regarding material changes in value between the preliminary appraisal date and the anticipated contribution dates. If, in Redstone's professional judgment, there is a meaningful risk that market conditions, company-specific developments, or other factors could cause material changes in value between the preliminary valuation date and the actual contribution dates, Redstone should identify those risks and, where possible, provide sensitivity analyses quantifying the potential impact.
5. Timeline and Delivery Schedule
The following timeline has been established for Redstone's work product deliveries, coordinated with the overall PLR submission schedule:
The July 1, 2025 date for draft appraisals is aligned with Calderwood & Harkness's target date for circulating the draft PLR request to the client for review and comment. It is important that Redstone's draft appraisals be available by this date so that they can be reviewed by the Calderwood & Harkness team, discussed with the client, and incorporated into the draft PLR request before it is presented to Solara's Limited Partner Advisory Committee ("LPAC") for review on or about July 15, 2025.
The July 15, 2025 deadline for final preliminary appraisals is critical. These final versions must be in a form suitable for submission to the IRS as part of the PLR filing and must be available for reconciliation against the Caldwell Pierce tax-basis records before the August 15, 2025 PLR submission date.
We note that the IRS pre-submission conference, currently requested for July 22, 2025, may involve discussion of the valuation methodology and assumptions underlying the appraisals. Calderwood & Harkness may request that a senior representative of Redstone be available (by telephone or in person) to participate in this conference if the IRS raises questions regarding the valuation analysis. We will provide advance notice if Redstone's participation is requested.
Final appraisals as of the actual contribution dates (October 1, October 15, and November 1, 2025) should be delivered no later than fifteen (15) business days after each applicable contribution closing, to support post-closing tax compliance filings.
6. Data and Information Access
Redstone will receive access to the following information sources in connection with its valuation work:
(a) Financial Statements and Management Accounts. Audited and unaudited financial statements, management accounts, operating budgets, revenue forecasts, and business plans for all twenty-three (23) portfolio companies will be provided by Solara. The primary contacts for these materials are Douglas Wexford, Chief Financial Officer, and Stefan Dalmqvist, Head of Tax, at Solara Digital Infrastructure LP, 1200 Market Street, Suite 3400, Wilmington, Delaware 19801.
(b) Historical Tax Returns and Tax-Basis Records. Historical federal and state income tax returns, Schedule K-1s, tax-basis balance sheets, and related working papers for all six fund vehicles will be provided by Caldwell Pierce & Co. LLP. The primary contact is Helen Okamoto, Partner, 400 Renaissance Center, Suite 2500, Detroit, Michigan 48243.
(c) Fund Administrator Records. Net asset value ("NAV") calculations, quarterly investor reporting packages, capital account statements, and related fund-level financial data will be available from Clarendon Fund Services Ltd., Solara's independent fund administrator. The primary contact is Rachel Okonkwo, Client Relationship Director, Windward 3, Regatta Office Park, West Bay Road, George Town, Grand Cayman KY1-1108.
(d) Organizational Charts. Pre-reorganization and post-reorganization organizational charts — corresponding to PLR Exhibits A and B, respectively — will be provided by Calderwood & Harkness LLP.
Redstone should direct all data requests to Stefan Dalmqvist at Solara, with copies to Robert Jansen, Lead Associate, Calderwood & Harkness LLP (D.C. office), and Garrett Simmons, Working Associate, Calderwood & Harkness LLP (New York office). This protocol is intended to ensure that all data requests are tracked, that responsive materials are provided in a timely and organized manner, and that the legal team is aware of the information being shared with Redstone for privilege and work product protection purposes.
7. Confidentiality and Privilege
All work product produced by Redstone in connection with this engagement is being prepared at the direction of counsel — specifically, Calderwood & Harkness LLP — for the purpose of rendering legal advice to Solara in connection with the PLR request. Redstone is engaged as a consulting expert and advisor to counsel, and its appraisal reports and related work product are prepared in furtherance of Calderwood & Harkness's legal analysis and advice to the client.
Redstone should treat all information received from Solara, Caldwell Pierce & Co. LLP, Clarendon Fund Services Ltd., Calderwood & Harkness LLP, and any other source in connection with this engagement as confidential and proprietary to Solara. Such information should not be disclosed to any third party except as specifically authorized herein or as may be authorized in writing by Solara and Calderwood & Harkness.
Redstone's appraisal reports and related work product may be disclosed to the following parties:
(a) The Internal Revenue Service, in connection with the PLR submission and any related proceedings, conferences, or correspondence;
(b) Caldwell Pierce & Co. LLP, for purposes of the FMV-to-tax-basis reconciliation described in Section 2.3(c) above;
(c) Whitfield, Carruthers & Doyle LLP, counsel to the Limited Partner Advisory Committee, as part of the LPAC review process for the reorganization (primary contact: Diana Carruthers, Partner); and
(d) Bramhall & Quelwick LLP, independent tax counsel to Nordhaven Sovereign Wealth Fund (primary contact: Jason Tremaine, Partner), to the extent required for review by Nordhaven in its capacity as a significant limited partner in the Solara fund platform.
No disclosure of Redstone's work product or any confidential information received in connection with this engagement shall be made to any party other than those listed above without prior written consent from both Solara Digital Infrastructure LP and Calderwood & Harkness LLP. Redstone should implement appropriate internal controls and information barriers to ensure that confidential information is accessible only to those members of Redstone's engagement team who have a need to know in connection with the performance of the valuation services described herein.
8. Coordination with Other Advisors
The reorganization involves a complex, multi-jurisdictional advisory team. Redstone should coordinate its work with the following advisors, as described below:
(a) Caldwell Pierce & Co. LLP. Redstone should coordinate closely with Helen Okamoto, Partner, at Caldwell Pierce for purposes of obtaining tax-basis data and preparing the FMV-to-tax-basis reconciliation workpaper. Caldwell Pierce maintains the adjusted tax basis records for all portfolio company interests held by the fund vehicles and will provide the baseline data against which Redstone's FMV conclusions will be compared.
(b) Calderwood & Harkness LLP. Redstone should coordinate with Robert Jansen, Lead Associate (D.C. office), and Garrett Simmons, Working Associate (New York office), at Calderwood & Harkness for purposes of integrating the valuation analysis into the broader PLR legal analysis and preparing the PLR exhibits. Robert Jansen serves as the day-to-day coordinator for the PLR engagement and should be the primary point of contact at Calderwood & Harkness for scheduling, workflow, and substantive coordination questions.
(c) Solara In-House Team. Redstone should coordinate with Stefan Dalmqvist, Head of Tax, and Douglas Wexford, Chief Financial Officer, at Solara for purposes of obtaining portfolio company financial data, management projections, operating budgets, and related information. The Solara in-house team will also facilitate introductions to portfolio company management teams if Redstone requires direct access to company personnel for purposes of conducting management interviews or obtaining supplemental information.
In addition, Calderwood & Harkness notes the involvement of the following additional advisors, who may be relevant to Redstone's work:
(d) Veldhuis & Gérard S.à r.l. (Luxembourg Counsel). Marc Gérard, Managing Partner, located at 22, boulevard Royal, L-2449 Luxembourg, serves as Luxembourg counsel to Solara in connection with the reorganization. Veldhuis & Gérard may provide information regarding the Luxembourg SCSp vehicles, their portfolio holdings, and Luxembourg law considerations relevant to the contribution and dissolution steps. Redstone may contact Veldhuis & Gérard for information regarding the Luxembourg-held portfolio companies, subject to coordination with Calderwood & Harkness.
(e) Meridian Offshore Legal. Fiona McAllister, Partner, located at Caledonia House, 69 Dr. Roy's Drive, George Town, Grand Cayman KY1-1103, serves as Cayman Islands counsel to Solara. Meridian Offshore Legal may provide information regarding the Cayman-held portfolio company interests, the Cayman fund vehicle structures, and Cayman law considerations relevant to the reorganization. Redstone may contact Meridian Offshore Legal for information regarding Cayman-held portfolio companies, subject to coordination with Calderwood & Harkness.
9. Fee Arrangements and Billing
Redstone's fee arrangement and engagement terms are being negotiated directly between Redstone Advisory Group LLC and Solara Digital Infrastructure LP. This cover memorandum serves to transmit the scope of the valuation engagement and the instructions of counsel on behalf of Solara; the formal engagement letter between Redstone and Solara, setting forth the fee structure, payment terms, limitation of liability provisions, and other contractual terms, should be executed separately between those parties.
Redstone's fees and expenses in connection with this engagement will be billed directly to Solara Digital Infrastructure LP. Invoices should be directed to Douglas Wexford, Chief Financial Officer, or Priya Narasimhan, General Counsel, at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801.
Calderwood & Harkness notes that Redstone's fees are anticipated to be included within the estimated $85,000 in disbursements budgeted for the PLR engagement, to the extent that Calderwood & Harkness advances any portion of such fees or expenses on behalf of the client. Any advancement of fees by Calderwood & Harkness would be subject to the terms of Calderwood & Harkness's own engagement letter with Solara and would be reimbursed by Solara in the ordinary course.
10. Contact Information
For ease of reference, the primary contact information for this engagement is summarized below:
Calderwood & Harkness LLP:
Solara Digital Infrastructure LP:
Engagement Number: 20250527-SDILP-PLR
All correspondence, data transmittals, and deliverables in connection with this engagement should reference the engagement number set forth above.
Closing
We respectfully request that Redstone confirm receipt and acceptance of the scope of engagement described in this cover memorandum at your earliest convenience. We further request that Redstone provide a preliminary project plan and resource allocation — including the identification of the engagement team, the proposed work schedule, and any anticipated data requirements beyond those described herein — by return correspondence no later than ten (10) business days following receipt of this memorandum.
We are available for a kickoff call at Redstone's earliest convenience to discuss data access logistics, valuation methodology, timeline considerations, and any questions Redstone may have regarding the scope or structure of the engagement. Robert Jansen will coordinate scheduling of the kickoff call and can be reached directly at the D.C. office address listed above.
We appreciate Redstone's expertise in complex valuation engagements and look forward to working together on this important matter. Please do not hesitate to contact me or Leonard Cross with any questions in the interim.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Sylvia Hartwell
Title: Partner
600 Lexington Avenue, 38th Floor New York, New York 10022
Enclosures:
Enclosure 1: List of All 23 Portfolio Company Interests with Preliminary FMV, Adjusted Tax Basis, and Built-In Gain Data (Draft — Subject to Redstone's Independent Verification)
Enclosure 2: Pre-Reorganization Organizational Charts (Corresponding to PLR Exhibit A)
Enclosure 3: Post-Reorganization Organizational Charts (Corresponding to PLR Exhibit B)
Enclosure 4: Step Transaction Diagrams (Corresponding to PLR Exhibit C)
cc: Viktor Raines, Managing Partner & Founder, Solara Digital Infrastructure LP cc: Priya Narasimhan, General Counsel, Solara Digital Infrastructure LP cc: Stefan Dalmqvist, Head of Tax, Solara Digital Infrastructure LP cc: Douglas Wexford, Chief Financial Officer, Solara Digital Infrastructure LP cc: Leonard Cross, Partner, Calderwood & Harkness LLP cc: Robert Jansen, Associate, Calderwood & Harkness LLP cc: Garrett Simmons, Associate, Calderwood & Harkness LLP
Portfolio Company | Entity Type | Jurisdiction | Holding Vehicle(s) | Preliminary FMV | Adjusted Tax Basis | Built-In Gain
NovaBright Data Systems Inc. | Corporation | Delaware | Fund IV-A Cayman (60%); Fund IV LP (40%) | $890 million | $520 million | $370 million
Crestline Cloud Solutions LLC | LLC (disregarded entity) | Delaware | Fund IV-B Lux (100%) | €340 million ($367 million) | €195 million ($211 million) | €145 million ($156 million)
Veridian Edge Computing Corp. | Corporation | Delaware | Fund V-A Cayman (55%); Fund V LP (45%) | $1.12 billion | $780 million | $340 million
Thorngate Fiber Networks LP | Limited partnership | Delaware | Fund IV-A Cayman (100%) | $670 million | $490 million | $180 million
Helix SaaS Holdings Ltd. | Exempted company | Cayman Islands | Fund V-A Cayman (100%) | $445 million | $310 million | $135 million
Milestone | Target Date
Draft appraisal reports delivered to Calderwood & Harkness for review | July 1, 2025
Final preliminary appraisal reports delivered (for incorporation into PLR Exhibit D) | July 15, 2025
LPAC review of final PLR request (includes review of valuation exhibits) | July 15, 2025
Requested IRS pre-submission conference (appraisals may be referenced) | July 22, 2025
PLR submission to IRS | August 15, 2025
Final appraisals (as of actual contribution dates) | No later than 15 business days after each applicable contribution closing
Name | Role | Office | Address
Leonard Cross | Responsible Partner | Washington, D.C. | 1900 K Street NW, Suite 1100, Washington, DC 20006
Sylvia Hartwell | Billing Partner | New York | 600 Lexington Avenue, 38th Floor, New York, NY 10022
Robert Jansen | Lead Associate | Washington, D.C. | 1900 K Street NW, Suite 1100, Washington, DC 20006
Garrett Simmons | Working Associate | New York | 600 Lexington Avenue, 38th Floor, New York, NY 10022
Name | Role | Address
Stefan Dalmqvist | Head of Tax | 1200 Market Street, Suite 3400, Wilmington, DE 19801
Douglas Wexford | Chief Financial Officer | 1200 Market Street, Suite 3400, Wilmington, DE 19801
Priya Narasimhan | General Counsel | 1200 Market Street, Suite 3400, Wilmington, DE 19801

CONFIDENTIAL — ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts