Contract analysis

I. Executive Summary This memorandum analyzes the timing mechanics of IRS Form 8832 entity classification elections under Treasury Regulation § 301.7701-3 for the three newly formed entities in the Solara Digital Infrastructure LP cross-border fund-platform reorganization (the "Reorganization"). The central objective of this analysis is to ensure that each new entity is classified as a partnership for U.S. federal in

1. Solara Consolidated Master Fund LP — a Delaware limited partnership, to be formed on September 15, 2025;

2. Solara International Feeder (Cayman) LP — a Cayman Islands exempted limited partnership, to be formed on or about September 15, 2025; and

3. Solara Tax-Exempt Feeder (Cayman) LP — a Cayman Islands exempted limited partnership, to be formed on or about September 15, 2025. The critical constraint governing the timing of these elections is as follows: partnership classification must be effective for the Consolidated Master Fund LP no later than October 1, 2025, which is the target date for Step 2 of the Reorganization (the contribution of Fund IV-A Cayman

II. Background: The Reorganization and New Entity Formation A. Overview of the Five-Step Reorganization As described more fully in the Initial Tax Analysis Memorandum dated June 16, 2025, and the PLR Request Narrative and Ruling Specifications Memorandum currently under preparation, the Reorganization is a multi-step transaction planned for the fourth quarter of 2025, with a target effective date of December 1, 2025

III. Legal Framework: Entity Classification Elections Under Treas. Reg. § 301.7701-3 A. Default Classification Rules The entity classification regulations under Treasury Regulation § 301.7701-3 (commonly known as the "check-the-box" regulations) provide default classification rules for "eligible entities" — i.e., business entities that are not per se corporations under Treasury Regulation § 301.7701-2(b). Each of the

IV. Late-Election Relief Although our recommendation is to file Form 8832 elections promptly upon entity formation, this section addresses the relief mechanisms available if, for any reason, the elections are not filed within the 75-day retroactivity window. Understanding these mechanisms is essential to contingency planning, particularly given the EIN delay risk for the Cayman entities. A. Treas. Reg. § 301.7701-3(c

V. Coordination Analysis: Timeline Mapping A. Critical-Path Timeline The following table maps the key events in the entity formation and classification process against the steps of the Reorganization, identifying the critical-path deadlines and the windows of flexibility for each filing. The critical path runs through the Consolidated Master Fund LP, which must be classified as a partnership by October 1, 2025 — only

VI. Specific Recommendations by Entity A. Solara Consolidated Master Fund LP Classification. Partnership (domestic eligible entity with two or more members). Default rule. The Consolidated Master Fund LP would default to partnership classification under Treasury Regulation § 301.7701-3(b)(1)(i) without any affirmative election. The default classification would be effective from the date of formation (September 15, 20

VII. Contingency: What If Formation Is Delayed Beyond September 15, 2025? The Reorganization timeline assumes that all four new entities will be formed on or about September 15, 2025. This section addresses the consequences of a delay in entity formation on the Form 8832 filing timeline and the Reorganization steps. A. Impact on Step 2 (October 1, 2025) Step 2 — the contribution of Fund IV-A Cayman portfolio assets t

VIII. Procedural Mechanics: Filing Form 8832 A. Filing Instructions The filing location for Form 8832 depends on the entity's organizational jurisdiction and principal office location. Domestic entities (Consolidated Master Fund LP). For domestic entities with a principal office in Delaware or New York, Form 8832 should be filed with the Internal Revenue Service Center in Ogden, Utah, in accordance with the current F

1. Form the entity under the applicable law (file Certificate of Formation and Certificate of Limited Partnership with the Delaware Secretary of State for the domestic entities; complete the Cayman formation process through Meridian Offshore Legal for the foreign entities).

2. Apply for an EIN. For domestic entities, apply online at www.irs.gov on the day of formation. For foreign entities, submit Form SS-4 by fax on the day of formation (or as soon as the entity is formed), using a pre-staged Form SS-4 package.

3. Upon receipt of the EIN, complete and file Form 8832. Specify the formation date as the effective date of the election. File with the applicable IRS service center.

4. Retain copies of the filed Form 8832 for the engagement files and for the PLR exhibit package. Provide copies to Caldwell Pierce & Co. LLP for tax return preparation purposes.

5. Transmit copies to the IRS as a supplemental submission to the PLR request, coordinated with the Supplemental Submission Letter to IRS.

IX. Interaction with PLR Request (Ruling 8) Ruling 8 of the PLR request specifically asks the Internal Revenue Service to confirm that each of the three new entities — Solara Consolidated Master Fund LP, Solara International Feeder (Cayman) LP, and Solara Tax-Exempt Feeder (Cayman) LP — is properly classified as a partnership for U.S. federal income tax purposes under Treasury Regulation § 301.7701-3. The relationshi

X. Summary of Recommendations Based on the foregoing analysis, we make the following specific recommendations:

1. File Form 8832 elections for all three new entities — the Consolidated Master Fund LP, the International Feeder, and the Tax-Exempt Feeder — even though default partnership classification likely applies to each entity under the applicable provisions of Treasury Regulation § 301.7701-3(b). Affirmative elections are recommended for the reasons set forth in Section III.D of this memorandum, including the evidentiary

2. Target filing date for the Consolidated Master Fund LP: On or before September 22, 2025 (within one week of the September 15, 2025 formation date), specifying September 15, 2025 as the effective date. The absolute latest filing date for retroactivity to September 15, 2025 is November 29, 2025 (75 days after formation). Filing within the first week after formation provides a nine-day buffer before Step 2 (October 1

3. Target filing date for the two Cayman feeder LPs: As soon as EINs are obtained, but in no event later than November 29, 2025 (75 days after the September 15, 2025 formation date). Accounting for the 4–6 week EIN processing time for foreign entities, the target filing date for the Cayman fe