Contract analysis

I. Purpose of This Memorandum This memorandum supplements the Engagement Letter dated May 12, 2025, executed by Sylvia Hartwell on behalf of Calderwood & Harkness LLP and countersigned by Priya Narasimhan in her capacity as General Counsel of Solara Digital Infrastructure LP. The Engagement Letter established the general terms and conditions governing the attorney-client relationship between Calderwood & Harkness LLP

II. Client and Engagement Overview A. The Client The client for purposes of this engagement is Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership formed on March 17, 2014, under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101 et seq. Solara's principal office and headquarters are located at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Solara

III. Background and Business Context A. Existing Fund Platform Structure Solara currently operates its investment activities through six parallel fund vehicles organized across three jurisdictions — Delaware, the Cayman Islands, and Luxembourg. The parallel fund structure was established to accommodate the differing tax, regulatory, and treaty requirements of Solara's diverse investor base, which includes U.S. taxabl

1. Solara Digital Partners Fund IV LP — A Delaware limited partnership with total capital commitments of $4.2 billion (vintage 2021), approximately 72% deployed as of March 31, 2025. EIN: 85-2103748. General Partner: Solara Digital Infrastructure GP LLC. This vehicle serves as the main domestic fund for U.S. taxable investors.

2. Solara Digital Partners Fund IV-A (Cayman) LP — A Cayman Islands exempted limited partnership with total capital commitments of $1.85 billion, operating as a parallel fund for non-U.S. investors and U.S. tax-exempt investors seeking UBTI blocker benefits. EIN: 98-6241503. CIMA Registration: MF-72491. General Partner: Solara Offshore GP Ltd. Registered office: Harborstone Corporate Services Ltd., P.O. Box 2714, 94

3. Solara Digital Partners Fund IV-B (Luxembourg) SCSp — A Luxembourg special limited partnership (société en commandite spéciale) with total capital commitments of €1.15 billion (approximately $1.24 billion at 1.08 EUR/USD), established to provide treaty access and regulatory familiarity for European and Asian institutional investors. EIN: 98-6241571. Luxembourg Register of Commerce and Companies ("RCS"): B 248193.

4. Solara Digital Partners Fund V LP — A Delaware limited partnership with total capital commitments of $5.6 billion (vintage 2023), approximately 38% deployed as of March 31, 2025. EIN: 88-3467219. General Partner: Solara Digital Infrastructure GP LLC. This vehicle serves as the main domestic fund for U.S. taxable investors in the current generation of investments.

5. Solara Digital Partners Fund V-A (Cayman) LP — A Cayman Islands exempted limited partnership with total capital commitments of $2.45 billion, serving as the parallel fund for non-U.S. investors and U.S. tax-exempt investors. EIN: 98-7891234. CIMA Registration: MF-89103. Registered office: Harborstone Corporate Services Ltd., George Town, Grand Cayman.

6. Solara Digital Partners Fund V-B (Luxembourg) SCSp — A Luxembourg special limited partnership with total capital commitments of €1.38 billion (approximately $1.49 billion at 1.08 EUR/USD). EIN: 98-7891267. RCS: B 271056. Registered office: 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg. Investor Base Allocation: The allocation of investors across the fund vehicles follows a well-established pattern based on the t

IV. Description of the Proposed Reorganization A. Overview — Five-Step Integrated Transaction The proposed reorganization is structured as a five-step integrated transaction designed to consolidate the four legacy offshore fund vehicles — Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and Fund V-B (Luxembourg) SCSp — into a newly established Delaware-domiciled master fund structure with two

1. Solara Consolidated Master Fund GP LLC — A Delaware limited liability company to be formed under the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., which will serve as the general partner of the Consolidated Master Fund LP. This entity will be managed by Solara Digital Infrastructure GP LLC and will hold a nominal general partner interest in the Master Fund.

2. Solara Consolidated Master Fund LP — A Delaware limited partnership to be formed under the Delaware Revised Uniform Limited Partnership Act, which will serve as the master fund vehicle into which all portfolio assets currently held by the four legacy offshore vehicles will be contributed. The general partner of the Master Fund LP will be Solara Consolidated Master Fund GP LLC.

3. Solara International Feeder (Cayman) LP — A Cayman Islands exempted limited partnership to be formed under the Cayman Islands Exempted Limited Partnership Act (as revised), which will serve as the feeder vehicle for non-U.S. investors who currently invest through the Fund IV-A and Fund V-A Cayman parallel vehicles and through the Fund IV-B and Fund V-B Luxembourg vehicles.

4. Solara Tax-Exempt Feeder (Cayman) LP — A Cayman Islands exempted limited partnership to be formed under the same Cayman Islands legislation, which will serve as the feeder vehicle for U.S. tax-exempt investors to mitigate exposure to unrelated business taxable income ("UBTI") under IRC §§ 511–514. Concurrently with or promptly following the formation of each new entity, IRS Form 8832 (Entity Classification Electio

V. Scope of Work — Specific Deliverables The following subsections describe each category of deliverables that Calderwood & Harkness will produce in connection with this engagement. Except as expressly noted below, all deliverables will be prepared by the Calderwood & Harkness engagement team and will be subject to review and approval by Leonard Cross (Responsible Partner) and Sylvia Hartwell (Billing Partner) prior

1. Master Tax Analysis Memorandum — A comprehensive overview memorandum analyzing the entire five-step reorganization as an integrated transaction, identifying each material IRC provision implicated, summarizing the intended tax treatment of each step, and flagging any areas of material uncertainty or risk.

2. IRC § 721(a) Contribution Analysis (Steps 2–4) — A detailed memorandum analyzing the application of IRC § 721(a) to the contributions by the four legacy offshore vehicles of their portfolio company interests to the Consolidated Master Fund LP, including discussion of the requirements for nonrecognition treatment, the effect of carryover basis under IRC § 723, and holding period tacking under IRC § 1223(2).

3. IRC § 721(b) Investment Company Exception Analysis — A dedicated memorandum analyzing whether the Consolidated Master Fund LP, upon receipt of the contributed assets, would be treated as an "investment company" within the meaning of IRC § 721(b) and Treasury Regulation § 1.351-1(c)(1)(ii). This analysis will examine whether the portfolio company interests contributed constitute "stocks, securities, or other invest

4. IRC § 367 Inapplicability to Partnership-to-Partnership Transfers — A memorandum analyzing the statutory text and legislative history of IRC § 367 and supporting the position that § 367 does not apply to transfers by a foreign partnership to a domestic partnership because the provision, by its terms, applies only to transfers to or from a "foreign corporation."

5. IRC § 731(a) Distribution Analysis (Step 5) — A memorandum analyzing the application of IRC § 731(a) to the dissolution distributions by the four legacy offshore vehicles of their respective Master Fund LP interests to the existing limited partners, including analysis of the conditions for nonrecognition and the basis consequences under IRC § 732.

6. IRC § 731(c) Marketable Securities Exception Analysis — A memorandum specifically addressing whether the Master Fund LP limited partnership interests distributed in Step 5 constitute "marketable securities" as defined in IRC § 731(c)(2), and the consequences under IRC § 731(c)(1) if they were so classified.

7. IRC § 752 Liability Shifting Analysis — A comprehensive memorandum modeling the partner-level shares of the $1.34 billion in aggregate liabilities being assumed by the Consolidated Master Fund LP, both before and after the reorganization. This analysis will address the netting rules under Treasury Regulation § 1.752-1(f), the tiered partnership rules applicable to the feeder-master fund structure, and the potentia

8. IRC § 704(c) Built-In Gain Carryover Analysis — A memorandum addressing the treatment of the $1.72 billion in aggregate built-in gain upon contribution to the Consolidated Master Fund LP, including the carryover of built-in gain/loss accounts under IRC § 704(c)(1)(A) and the applicable Treasury Regulations.

9. IRC § 704(c) Remedial Allocation Method Election Continuation — A memorandum analyzing whether the remedial allocation method under Treasury Regulation § 1.704-3(d), previously elected by the contributing fund vehicles with respect to certain portfolio company interests, may continue to be applied by the Consolidated Master Fund LP following the contribution.

10. IRC § 1446 Withholding Analysis — A memorandum analyzing whether the contributions in Steps 2–4 or the distributions in Step 5 give rise to withholding obligations under IRC § 1446 and Treasury Regulations §§ 1.1446-1 through 1.1446-6, which impose withholding on effectively connected taxable income allocable to foreign partners of a partnership engaged in a U.S. trade or business.

11. FIRPTA / IRC § 897 Analysis — A memorandum analyzing whether any of the portfolio company interests being transferred constitute "United States real property interests" ("USRPIs") within the meaning of IRC § 897(c)(1), with particular attention to whether the data center facilities and fiber-optic network assets held by certain portfolio companies (including NovaBright Data Systems Inc. and Thorngate Fiber Networ

12. Entity Classification Analysis Under Treas. Reg. § 301.7701-3 — A memorandum confirming the entity classification of each new entity and each existing entity involved in the reorganization under the check-the-box regulations, including analysis of the default classification rules, the effectiveness of filed Form 8832 elections, and any implications of changes in entity membership.

13. Anti-Abuse Considerations — A memorandum addressing potential anti-abuse doctrines that the IRS might raise in connection with the reorganization, including the substance-over-form doctrine, the step transaction doctrine, and the partnership anti-abuse rule under Treasury Regulation § 1.701-2. This memorandum will analyze why, under the facts and circumstances, none of these doctrines should prevent the applicati

I. Internal Work Product and Administration In addition to the client-facing deliverables described above, Calderwood & Harkness will prepare and maintain the following internal work product and administrative materials throughout the engagement: • Research Memorandum — Analogous PLRs. Calderwood & Harkness will prepare a research memorandum surveying previously issued private letter rulings involving partnership reo

VI. Matters Excluded from Scope — Limitations The following matters are expressly excluded from the scope of Calderwood & Harkness's engagement in connection with this matter. These exclusions are set forth to ensure clarity regarding the boundaries of the representation and to avoid any misunderstanding as to Calderwood & Harkness's responsibilities. A. Foreign Law Opinions Calderwood & Harkness is not rendering, an