Contract analysis

1. Purpose and Acceptance Calderwood & Harkness LLP ("Calderwood & Harkness" or the "Firm") is pleased to confirm its engagement by Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership, and its general partner, Solara Digital Infrastructure GP LLC ("Solara GP"), a Delaware limited liability company (collectively, the "Client"), to provide the legal services described in this engageme

2. Description of the Client The client for this engagement is Solara Digital Infrastructure LP (EIN: 82-4917366) and Solara Digital Infrastructure GP LLC (EIN: 82-4917365). For the avoidance of doubt, the "Client" as used throughout this Letter refers collectively to SDILP and Solara GP, except where the context clearly requires otherwise. Solara is a Delaware-based private equity sponsor with approximately $14.7 bi

3. Scope of Engagement 3.1 Overview of the Transaction Solara is undertaking a cross-border reorganization of its fund platform (the "Reorganization"), involving the domestication and merger of several Cayman Islands and Luxembourg fund vehicles into a newly established Delaware-domiciled master fund structure. The Reorganization is designed to simplify the Client's fund architecture, reduce administrative and operat

4. Engagement Team The following attorneys of Calderwood & Harkness will serve as the engagement team for this matter: Leonard Cross — Responsible Partner, Tax. Mr. Cross has twenty-eight (28) years of experience in international tax, partnership tax, and fund formation matters, with particular focus on cross-border restructurings, private letter ruling requests, and IRS controversy matters. Mr. Cross is located in C

5. Fees and Billing 5.1 Hourly Rates Legal services rendered in connection with this engagement will be billed at a blended hourly rate of $1,175.00 per hour for all engagement team members. The blended rate applies uniformly to all timekeepers assigned to the engagement, including partners, associates, counsel, and any other attorneys who may be assigned to the matter from time to time. Calderwood & Harkness's stand

6. Matter Identification This engagement has been assigned Calderwood & Harkness matter number 20250527-SDILP-PLR. All time entries, correspondence, work product, and billing will be recorded under this matter number. The Client should reference this matter number in all communications with the Firm regarding this engagement. The matter has been opened in the Firm's records as of May 27, 2025. The administrative open

7. Key Milestones and Timeline The following target milestones have been identified for the engagement in consultation with the Client: The foregoing dates are targets and are subject to change based on the progress of the engagement, the availability of financial and transactional data from the Client and its advisors, and the IRS's scheduling of the pre-submission conference. Calderwood & Harkness will use commerci

8. IRS Procedural Matters The PLR Request will be submitted to the Office of the Associate Chief Counsel (International) ("CC:INTL") of the Internal Revenue Service, with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs & Special Industries) ("CC:PSI"). The jurisdictional assignment reflects the cross-border nature of the Reorganization and the involvement of both international tax pr

9. Confidentiality and Attorney-Client Privilege All communications between Calderwood & Harkness and the Client in connection with this engagement are intended to be privileged and confidential, protected by the attorney-client privilege, the work product doctrine, and any other applicable evidentiary or testimonial privileges. The Firm will take reasonable steps to maintain the confidentiality and privileged nature

10. Conflicts of Interest Calderwood & Harkness has conducted a conflicts check in accordance with the Firm's standard procedures and the applicable New York Rules of Professional Conduct. Based on the information provided by the Client, including the identities of the Legacy Fund Vehicles, the New Fund Vehicles, the engagement team members, and the Client's other advisors, no disqualifying conflicts of interest have

11. Document Retention Calderwood & Harkness will retain engagement files in accordance with its standard document retention policies, which are consistent with the Firm's obligations under applicable rules of professional conduct and any other legal requirements. Engagement files may include correspondence, memoranda, drafts, research materials, billing records, and other documents created or received in connection

12. Limitation of Engagement Calderwood & Harkness's representation in this engagement is limited to the specific scope described in Section 3 of this Letter. The Firm does not, by virtue of this engagement, undertake to represent the Client in any other matter, nor does the Firm assume any obligation to advise the Client on developments in law or regulation outside the scope of this engagement. Calderwood & Harkness

13. Termination Either party may terminate this engagement at any time upon written notice to the other party. Termination by the Client shall be effective upon receipt of written notice by Calderwood & Harkness. Termination by the Firm shall be effective upon reasonable notice to the Client, taking into account the status of any pending IRS submission or correspondence and the need to protect the Client's interests

14. Governing Law This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any dispute arising out of or relating to this Letter or the engagement described herein shall be subject to the exclusive jurisdiction of the courts of the State of New York located in the County of New York or the United States District

15. Entire Agreement This Letter constitutes the entire agreement between Calderwood & Harkness LLP and Solara Digital Infrastructure LP (together with Solara Digital Infrastructure GP LLC) with respect to the engagement described herein and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements (whether oral or written) relating to the subject matter hereof. Any amendment