Contract analysis

I. Engagement Overview and Context Client. Solara Digital Infrastructure LP, a Delaware limited partnership headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801 (the "Client" or "Solara"). As of March 31, 2025, Solara manages approximately $14.7 billion in assets under management across multiple fund vehicles investing in digital infrastructure, data center assets, fiber network platforms, and

II. Points of Contact Effective communication requires that all team members understand the designated points of contact on both the client side and the Calderwood & Harkness side, and that all communications are channeled through the appropriate individuals. Unsanctioned direct contact with client personnel, IRS personnel, or third-party advisors undermines our ability to manage privilege, maintain quality control,

1. Stefan Dalmqvist — Head of Tax, Solara Digital Infrastructure LP Stefan Dalmqvist serves as the day-to-day point of contact for all substantive tax questions, data requests, factual confirmations, and coordination of internal Solara resources. All initial inquiries regarding tax positions adopted by Solara or its fund vehicles, financial data underlying the reorganization, provisions of the limited partnership agr

2. Priya Narasimhan — General Counsel, Solara Digital Infrastructure LP Priya Narasimhan is the senior client contact for engagement-level matters, including privilege issues, scope questions, conflicts matters, and approval of all external communications. As a threshold matter, Narasimhan must approve any draft document or communication that will be shared outside of Calderwood & Harkness and Solara, including but n

3. Douglas Wexford — Chief Financial Officer, Solara Digital Infrastructure LP Douglas Wexford serves as the primary contact for financial data verification, valuation matters, and coordination with Caldwell Pierce & Co. LLP (the independent accounting firm) and Redstone Advisory Group LLC (the valuation advisor). Wexford's involvement is specifically contemplated for the reconciliation of fair market value and tax b

4. Viktor Raines — Managing Partner & Founder, Solara Digital Infrastructure LP; Manager of Solara Digital Infrastructure GP LLC Viktor Raines will execute the penalties of perjury declaration required to accompany the PLR submission and will sign the IRS Form 2848 powers of attorney designating Leonard Cross and Sylvia Hartwell as authorized representatives. Raines's role in the engagement is limited to these sign-o

5. Meredith Tsao — Chief Operating Officer, Solara Digital Infrastructure LP Meredith Tsao is the appropriate contact for operational questions regarding fund administration, coordination with Clarendon Fund Services Ltd. (the fund administrator), lender and credit facility matters related to the subscription facilities, and operational logistics associated with the transition to the new master fund structure. Tsao s

1. Leonard Cross — Responsible Partner, Tax; Washington, D.C. Office I serve as the responsible partner on this engagement, operating out of the firm's Washington, D.C. office at 1900 K Street NW, Suite 1100, Washington, DC 20006. I have 28 years of experience in international tax, partnership tax, and fund formation matters, including extensive experience with private letter ruling requests involving cross-border re

2. Robert Jansen — Lead Associate, Tax; Washington, D.C. Office Robert Jansen serves as the lead associate on this engagement, with six years of experience in tax practice. Jansen will serve as the day-to-day contact with Stefan Dalmqvist for data requests, factual questions, and routine coordination. Jansen is the primary drafter of tax memoranda and the PLR request and will coordinate with Garrett Simmons on resear

3. Sylvia Hartwell — Billing Partner, Tax; New York Office Sylvia Hartwell serves as the billing partner on this engagement, operating out of the firm's New York office at 600 Lexington Avenue, 38th Floor, New York, NY 10022. Hartwell has 24 years of experience in cross-border restructurings and investment fund taxation. In addition to handling all budget and billing inquiries, Hartwell will review substantive delive

4. Garrett Simmons — Working Associate, Tax; New York Office Garrett Simmons serves as the working associate on this engagement, with three years of experience in tax practice. Simmons will provide supporting research and drafting, maintain the privilege log and various tracking documents, and communicate with certain third-party advisors (specifically Caldwell Pierce & Co. LLP and Redstone Advisory Group LLC) as dir

III. Privilege and Confidentiality Guidelines The proper maintenance of attorney-client privilege, work product protection, and confidentiality is of paramount importance throughout this engagement. Given the complexity of the reorganization, the number of third-party advisors involved, the sensitivity of the IRS ruling process, and the significant number of limited partners who will receive information about the tra

Section 7525 of the Internal Revenue Code extends a limited privilege to tax advice communications between a taxpayer and a "federally authorized tax practitioner" (i.e., attorneys, certified public accountants, enrolled agents, and enrolled actuaries). The engagement team should be aware, however, that the § 7525 privilege is subject to significant limitations that do not apply to the attorney-client privilege: (a)

IV. Document-Sharing Procedures A. Encrypted File Transfer System All document sharing between Calderwood & Harkness and Solara shall be conducted via encrypted file transfer using Calderwood & Harkness's secure file-sharing platform (currently the firm-approved SecureShare system). Engagement team members must not use personal email accounts, personal cloud storage services, consumer-grade file-sharing platforms (e.

1. Engagement & Client Management (engagement letter, fee estimates, billing records, this communication protocol memorandum)

2. Tax Analysis Memoranda (research memoranda, issue analyses, tax position summaries)

3. PLR Request Drafting (all versions of the PLR request, exhibits, cover letters, transmittal letters)

4. IRS Procedural Documents (Forms 2848, penalties of perjury declarations, user fee submissions, IRS correspondence)

5. Entity Formation & Check-the-box (certificates of formation, operating agreements, Form 8832 elections)

6. Lender and Third-Party Consents (lender consent request letters, draft consent agreements, lender correspondence)

7. LP Communications and LPAC Process (LP consent solicitation letters, LP tax impact summaries, LPAC meeting minutes, LPAC counsel correspondence)

8. Valuation and Financial Support (Redstone Advisory engagement materials, valuation reports, Caldwell Pierce data, financial statements, K-1 schedules)

9. Internal Work Product (issue tracking logs, privilege logs, internal memoranda, research files) Client-provided documents — including partnership agreements, tax returns, financial statements, K-1 schedules, CIMA registration documents, CSSF filings, and similar materials — should be stored in a separate sub-folder designated "Client Provided Materials" within the main matter workspace. E. Physical Document Handli

V. Protocols for Communications with the IRS A. General Rule — IRS Contact Exclusively Through Leonard Cross All communications with the Internal Revenue Service — whether written, telephonic, or in person — must be initiated and managed exclusively by me (or by Sylvia Hartwell as my designee in the event of my unavailability). No other member of the engagement team may contact IRS personnel, including attorneys in t

VI. Protocols for Communications with LPAC Counsel A. Whitfield, Carruthers & Doyle LLP Whitfield, Carruthers & Doyle LLP serves as outside counsel to the LP Advisory Committee (LPAC) of Fund IV and Fund V. The key contact at the firm is Diana Carruthers, Partner (Fund Formation & Tax), located at 200 South Biscayne Boulevard, Suite 4000, Miami, Florida 33131. The role of LPAC counsel in this engagement is to review

VII. Protocols for Communications with Other Third-Party Advisors A significant number of third-party advisors are involved in the reorganization or in matters that intersect with the PLR engagement. The following protocols govern communications with each such advisor. The overarching principle is that Calderwood & Harkness's internal tax analysis, PLR drafts, and legal memoranda should not be shared with any third-p

I. Capitol Registered Agents Inc. (Delaware Registered Agent) Key Contact: Capitol Registered Agents Inc., 850 New Burton Road, Suite 201, Dover, Delaware 19904. Role: Capitol Registered Agents Inc. serves as the registered agent for all existing Solara Delaware entities and will serve as registered agent for the new Delaware entities to be formed in connection with the reorganization. Communication Protocol: Ministe

VIII. Internal Calderwood & Harkness Communication Protocols A. Weekly Team Check-Ins The engagement team will hold weekly check-in calls (or in-person meetings as schedules and office presence permit) to discuss status, open issues, upcoming deadlines, resource allocation, and any developments requiring attention. These check-ins are currently scheduled for Wednesdays at 3:00 p.m. Eastern, subject to adjustment as n

IX. Protocols for LP-Facing Communications The reorganization will require the solicitation of limited partner consent, and the engagement team will prepare various LP-facing communications in connection with that process. The following protocols apply: Preparation and Distribution. LP Consent Solicitation Letters, LP Tax Impact Summary Letters, and the Form of LP Consent documents will be prepared by Calderwood & Ha

X. Records Retention and Matter Closing Upon conclusion of the engagement — whether upon receipt of the PLR from the IRS, withdrawal of the PLR request, or client termination of the engagement — all engagement files will be retained in accordance with Calderwood & Harkness's standard document retention policy, which currently requires retention of matter files for a minimum period of ten years following the closing o

XI. Acknowledgment All members of the engagement team are asked to confirm receipt and understanding of this protocol by reply email to me at the earliest opportunity, and in no event later than May 30, 2025. Your reply should confirm that you have read this memorandum in its entirety, that you understand the communication protocols, privilege guidelines, and document-sharing procedures set forth herein, and that you