Contract analysis

I. Purpose of Memorandum This memorandum summarizes the facts received from Solara Digital Infrastructure LP's ("Solara" or the "Client") in-house legal and tax teams during two initial intake calls conducted on May 22, 2025, and May 26, 2025, in advance of the formal matter opening on May 27, 2025. The May 22 call was approximately ninety minutes in duration and focused primarily on the existing fund structure and b

II. Client Overview A. Solara Digital Infrastructure LP The Client's full legal name is Solara Digital Infrastructure LP. It is a Delaware limited partnership organized under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. §§ 17-101 et seq.) and formed on March 17, 2014. Its principal office and headquarters are located at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. The Client's Employ

III. Existing Fund Structure A. Overview. Solara currently operates through six parallel fund vehicles spanning three jurisdictions — Delaware, the Cayman Islands, and the Grand Duchy of Luxembourg. These six vehicles are divided across two vintage-year fund families: Fund IV (vintage 2021) and Fund V (vintage 2023). Each fund family consists of three parallel vehicles: a Delaware limited partnership for U.S. taxable

1. Solara Digital Partners Fund IV LP. • Entity Type: Delaware limited partnership • EIN: 85-2103748 • Fund Size: $4.2 billion (vintage 2021; final close June 15, 2021) • General Partner: Solara Digital Infrastructure GP LLC • Deployment Status: Approximately 72% deployed as of March 31, 2025 • Investor Base: U.S. taxable investors (high-net-worth individuals, family offices, U.S. taxable institutional investors) • E

2. Solara Digital Partners Fund IV-A (Cayman) LP. • Entity Type: Cayman Islands exempted limited partnership, organized under the Cayman Islands Exempted Limited Partnership Act (As Revised) • U.S. EIN: 98-6241503 • CIMA Registration Number: MF-72491 (registered with the Cayman Islands Monetary Authority as a mutual fund) • Registered Office: Harborstone Corporate Services Ltd., P.O. Box 2714, 94 Solaris Avenue, Geor

3. Solara Digital Partners Fund IV-B (Luxembourg) SCSp. • Entity Type: Luxembourg special limited partnership (société en commandite spéciale), organized under the Luxembourg law of July 12, 2013 on alternative investment fund managers (as amended) • U.S. EIN: 98-6241571 • Luxembourg Trade and Companies Register (RCS) Number: B 248193 • Registered Office: 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, Grand Duchy o

1. Solara Digital Partners Fund V LP. • Entity Type: Delaware limited partnership • EIN: 88-3467219 • Fund Size: $5.6 billion (vintage 2023; final close September 30, 2023) • General Partner: Solara Digital Infrastructure GP LLC • Deployment Status: Approximately 38% deployed as of March 31, 2025 • Investor Base: U.S. taxable investors • Entity Classification: Partnership for U.S. federal income tax purposes (default

2. Solara Digital Partners Fund V-A (Cayman) LP. • Entity Type: Cayman Islands exempted limited partnership • U.S. EIN: 98-7891234 • CIMA Registration Number: MF-89103 • Registered Office: Harborstone Corporate Services Ltd., George Town, Grand Cayman, Cayman Islands • Fund Size: $2.45 billion (parallel fund for non-U.S. and U.S. tax-exempt investors) • General Partner: Solara Offshore GP Ltd. • Entity Classification

3. Solara Digital Partners Fund V-B (Luxembourg) SCSp. • Entity Type: Luxembourg special limited partnership (société en commandite spéciale) • U.S. EIN: 98-7891267 • Luxembourg RCS Number: B 271056 • Registered Office: 14, rue Jean-Pierre Brasseur, L-1258 Luxembourg, Grand Duchy of Luxembourg • Fund Size: €1.38 billion (approximately $1.49 billion at 1.08 EUR/USD) • General Partner (gérant commandité): Solara Luxemb

IV. Representative Portfolio Company Holdings Stefan Dalmqvist provided details during the May 26 intake call on the key portfolio company interests held by the offshore vehicles that will be subject to the reorganization. The following table sets forth five representative portfolio company interests, together with their entity types, jurisdictions of organization, aggregate fair market values ("FMV"), adjusted tax b

V. Business Rationale for the Reorganization Stefan Dalmqvist and Priya Narasimhan articulated four principal business rationales for the proposed reorganization during the intake calls. These rationales are summarized below and will be incorporated into the PLR request to establish the non-tax business purpose underlying the transaction, consistent with the requirements of Rev. Proc. 2025-1 and the IRS's general exp

VI. Proposed Reorganization — Multi-Step Transaction A. Overview. The proposed reorganization consists of five integrated steps, planned for execution in the fourth quarter of 2025, with a target effective date of December 1, 2025 for the final step. The reorganization is designed to domesticate and merge the four offshore fund vehicles — Fund IV-A (Cayman) LP, Fund IV-B (Luxembourg) SCSp, Fund V-A (Cayman) LP, and F

1. Solara Consolidated Master Fund GP LLC — a Delaware limited liability company to serve as the general partner of the Consolidated Master Fund LP. This entity will be manager-managed, with Viktor Raines as the sole manager, mirroring the governance structure of the existing Solara Digital Infrastructure GP LLC.

2. Solara Consolidated Master Fund LP — a Delaware limited partnership that will serve as the master fund into which all offshore vehicle portfolio assets will be contributed. This entity will be the central investment vehicle in the post-reorganization structure.

3. Solara International Feeder (Cayman) LP — a Cayman Islands exempted limited partnership that will serve as the feeder fund for non-U.S. investors. Non-U.S. limited partners currently invested in the offshore vehicles will be migrated to this feeder in Step 5.

4. Solara Tax-Exempt Feeder (Cayman) LP — a Cayman Islands exempted limited partnership that will serve as the feeder fund for U.S. tax-exempt investors, designed to mitigate UBTI concerns by maintaining appropriate UBTI blocker structures between the feeder and the master fund's debt-financed investments. Concurrently with formation, IRS Form 8832 (Entity Classification Election) will be filed for each new entity to

VII. Aggregate Financials of the Reorganization The following table summarizes the aggregate financial parameters of the proposed reorganization, as confirmed by Douglas Wexford during the May 26 intake call. All figures are presented in U.S. dollars, with Euro-denominated amounts converted at the uniform exchange rate of 1.08 EUR/USD. The aggregate built-in gain of $1.72 billion represents the total unrealized appre

VIII. Preliminary Identification of Tax Issues and Rulings to be Requested Based on the facts gathered during the intake process, the engagement team at Calderwood & Harkness LLP anticipates requesting the following eight rulings from the IRS in the PLR submission: Ruling 1 — IRC § 721(a) (Tax-Free Contributions). The contributions of portfolio assets by the four offshore vehicles to the Consolidated Master Fund LP i

IX. Key Third Parties and Advisors The following third parties and advisors have been identified as relevant to the engagement. Calderwood & Harkness will need to coordinate with each of these parties at various stages of the PLR preparation and reorganization execution. A. External Counsel B. Accounting and Advisory C. Fund Administrator Clarendon will need to be engaged in connection with the reorganization to effe

X. Key Dates and Target Timeline The following table sets forth the key historical dates and target dates for the reorganization and PLR process. All target dates are subject to adjustment based on the pace of client data collection, the PLR drafting process, and the IRS's scheduling of the pre-submission conference and processing of the ruling request. The engagement team notes that the timeline is aggressive, parti

XI. IRS Submission Logistics The PLR request will be submitted to the IRS as follows: Primary IRS Office: Office of the Associate Chief Counsel (International), CC:INTL. The engagement team anticipates that the request will be assigned to CC:INTL Branch 1, which handles matters involving cross-border partnership transactions, outbound transfers, and international tax provisions applicable to foreign partnerships. The

XII. Engagement Information The following information pertains to the Calderwood & Harkness LLP engagement for the PLR request: • Engagement Firm: Calderwood & Harkness LLP • Engagement Number: 20250527-SDILP-PLR • Matter Opened: May 27, 2025 • Engagement Letter Date: May 12, 2025 (executed by Priya Narasimhan on behalf of Solara Digital Infrastructure LP and by Leonard Cross on behalf of Calderwood & Harkness LLP) •

XIII. Outstanding Data Requests and Next Steps A. Initial Data Requests to Solara The following items have been identified during the intake calls as necessary for the preparation of the initial tax analysis memorandum and the PLR request. These items have been communicated verbally to Priya Narasimhan and Stefan Dalmqvist during the intake calls and will be formalized in a written data request letter to be sent by R

1. Organizational Charts. Complete organizational charts for all six fund vehicles (Fund IV LP, Fund IV-A Cayman, Fund IV-B Lux, Fund V LP, Fund V-A Cayman, Fund V-B Lux) and their underlying portfolio companies, including all intermediate holding entities, blocker corporations, and special purpose vehicles. Charts should identify each entity's jurisdiction of organization, entity type, ownership percentages, and ent

2. Limited Partnership Agreements. Copies of all limited partnership agreements (and any amendme