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Contract analysis / certificate-of-formation-master-fund-gp.docx
certificate-of-formation-master-fund-gp.docx
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ARTICLE I — NAME
ARTICLE I — NAME The name of the limited liability company formed hereby is: Solara Consolidated Master Fund GP LLC The name of the limited liability company set forth above includes the abbreviation "LLC," thereby satisfying the requirements of Section 18-102 of the Delaware Limited Liability Company Act, 6 Del. C. § 18-102, which provides that the name of each limited liability company as set forth in its certifica
ARTICLE II — REGISTERED OFFICE AND REGISTERED AGENT
ARTICLE II — REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of the limited liability company in the State of Delaware is: Capitol Registered Agents Inc. 850 New Burton Road, Suite 201 Dover, Delaware 19904 Kent County The name of the registered agent of the limited liability company at such address is Capitol Registered Agents Inc. Capitol Registered Agents Inc. is a corporation duly orga
ARTICLE III — AUTHORIZED PERSON
ARTICLE III — AUTHORIZED PERSON The name and address of the authorized person executing this Certificate of Formation on behalf of the limited liability company being formed hereby are as follows: Name: Viktor Raines Title: Manager of Solara Digital Infrastructure GP LLC Address: 1200 Market Street, Suite 3400, Wilmington, Delaware 19801 Viktor Raines is the Managing Partner and Founder of Solara Digital Infrastructu
ARTICLE IV — EFFECTIVE DATE
ARTICLE IV — EFFECTIVE DATE This Certificate of Formation shall be effective upon filing with the Secretary of State of the State of Delaware; provided, however, that if this Certificate of Formation is filed with the Secretary of State of the State of Delaware on a date prior to September 15, 2025, then this Certificate of Formation shall not become effective until 12:01 a.m. Eastern Time on September 15, 2025 (the
ARTICLE V — PURPOSE
ARTICLE V — PURPOSE The purpose of the limited liability company is to engage in any lawful act or activity for which limited liability companies may be formed under the Delaware Limited Liability Company Act, 6 Del. C. § 18-106. Without limiting the generality of the foregoing, the specific intended purpose for which the limited liability company is initially being formed is to serve as the sole general partner of S
ARTICLE VI — DURATION
ARTICLE VI — DURATION The limited liability company shall have perpetual existence, continuing until such time as the limited liability company is dissolved and its affairs wound up in accordance with the provisions of the Limited Liability Company Agreement of the limited liability company, as the same may be entered into, amended, restated, supplemented, or otherwise modified from time to time, or as otherwise prov
1. Original Certificate of Formation of Solara Consolidated Master Fund GP LLC;
1. Original Certificate of Formation of Solara Consolidated Master Fund GP LLC;
2. Filing fee in the amount of the standard Delaware LLC filing fee (currently $90.00), p
Standard
⚑ Commercial term
2. Filing fee in the amount of the standard Delaware LLC filing fee (currently $90.00), payable to the Delaware Secretary of State; and
3. A self-addressed, prepaid return envelope for return of filed-stamped documents.
Medium
⚑ Confidentiality undertaking
3. A self-addressed, prepaid return envelope for return of filed-stamped documents. We respectfully request that the Division of Corporations: (a) file the enclosed Certificate of Formation; (b) return one (1) certified copy of the filed Certificate of Formation to the address set forth below; and (c) return one (1) filed-stamped copy of the Certificate of Formation to the address set forth below. If there are any qu
1. Solara Consolidated Master Fund GP LLC — a Delaware limited liability company (this en
1. Solara Consolidated Master Fund GP LLC — a Delaware limited liability company (this entity), to serve as the general partner of the Master Fund LP (defined below);
2. Solara Consolidated Master Fund LP — a Delaware limited partnership (the "Master Fund
2. Solara Consolidated Master Fund LP — a Delaware limited partnership (the "Master Fund LP"), which will serve as the consolidated master fund vehicle for the Solara Digital Infrastructure LP fund platform;
3. Solara International Feeder (Cayman) LP — a Cayman Islands exempted limited partnershi
Standard
⚑ Commercial term
3. Solara International Feeder (Cayman) LP — a Cayman Islands exempted limited partnership, to serve as the international investor feeder vehicle; and
4. Solara Tax-Exempt Feeder (Cayman) LP — a Cayman Islands exempted limited partnership,
Medium
⚑ Confidentiality undertaking
4. Solara Tax-Exempt Feeder (Cayman) LP — a Cayman Islands exempted limited partnership, to serve as the tax-exempt and certain other investor feeder vehicle. Role of This Entity in the Fund Structure Solara Consolidated Master Fund GP LLC will serve as the sole general partner of Solara Consolidated Master Fund LP. The Master Fund LP is the entity that will consolidate portfolio assets from the following four legacy