Contract analysis

I. Identification of Declarant I, Viktor Raines, am over the age of eighteen (18) years, being fifty-two (52) years of age, and am competent to make this declaration. I am the Managing Partner and Founder of Solara Digital Infrastructure GP LLC, a Delaware limited liability company (Employer Identification Number: 82-4917365), with its principal place of business at 1200 Market Street, Suite 3400, Wilmington, Delawar

II. Identification of Taxpayer Entities Covered by the Declaration The following sets forth a comprehensive listing of all entities for which the Ruling Request is being submitted. Each entity is identified by its full legal name, entity type, jurisdiction of organization, and Employer Identification Number (or other applicable registration number), as applicable. A. Requesting Entity / Sponsor The Ruling Request is

III. Description of the Ruling Request The private letter ruling request to which this declaration relates (the "Ruling Request") is being submitted to the Internal Revenue Service, Office of the Associate Chief Counsel (International) ("CC:INTL"), with secondary jurisdiction in the Office of the Associate Chief Counsel (Passthroughs & Special Industries) ("CC:PSI"). The Ruling Request is being submitted to the follo

1. Ruling 1 — Tax-Free Contribution Treatment Under IRC § 721(a). That the contribution of assets and liabilities by the existing fund vehicles (including the offshore fund vehicles) to Solara Consolidated Master Fund LP in exchange for partnership interests therein will constitute a tax-free contribution governed by IRC § 721(a), and that no gain or loss will be recognized by any contributing partner or partnership

2. Ruling 2 — Non-Application of the Investment Company Exception Under IRC § 721(b). That the contributions described in Ruling 1 will not be subject to the investment company exception set forth in IRC § 721(b), because the Consolidated Master Fund will not constitute an "investment company" within the meaning of IRC § 351(e)(1) and Treasury Regulations Section 1.351-1(c)(1), as the transferred assets consist prima

3. Ruling 3 — Inapplicability of IRC § 367 to Partnership-to-Partnership Transfers. That IRC § 367 does not apply to the transfers of assets from the Cayman Islands and Luxembourg fund vehicles to the Consolidated Master Fund, because IRC § 367 by its terms applies only to exchanges described in IRC §§ 332, 351, 354, 355, 356, or 361, and the proposed contributions are governed exclusively by the partnership provisio

4. Ruling 4 — Tax-Free Distribution Treatment Under IRC § 731(a). That the liquidating distributions by the existing fund vehicles of partnership interests in the Consolidated Master Fund to the limited partners of such vehicles will be treated as tax-free distributions under IRC § 731(a), with gain recognized only to the extent that money distributed exceeds a partner's adjusted basis in its partnership interest, an

5. Ruling 5 — Non-Application of IRC § 731(c) Marketable Securities Provisions. That the partnership interests in the Consolidated Master Fund distributed to the limited partners of the existing fund vehicles will not be treated as "marketable securities" within the meaning of IRC § 731(c), because such interests will not be actively traded on an established securities market or readily tradable on a secondary market

6. Ruling 6 — No Gain Recognition from IRC § 752 Liability Shifts. That the assumption of liabilities by the Consolidated Master Fund from the existing fund vehicles, and any resulting changes in partners' shares of partnership liabilities under IRC § 752, will not give rise to gain recognition under IRC § 731(a) or IRC § 752(b), because each partner's share of liabilities in the Consolidated Master Fund will be suff

7. Ruling 7 — Carryover of IRC § 704(c) Built-In Gain Accounts and Continuation of Remedial Allocation Method. That the existing IRC § 704(c) built-in gain (and built-in loss) accounts maintained by the existing fund vehicles with respect to contributed property will carry over to the Consolidated Master Fund and will continue to be allocated among the partners of the Consolidated Master Fund under the remedial alloc

8. Ruling 8 — No Withholding Under IRC § 1446(a); Proper Partnership Classification. That no withholding under IRC § 1446(a) will be required with respect to the contributions or distributions described in Rulings 1 and 4, because no effectively connected taxable income will be recognized by the foreign partners on such contributions or distributions; and that each of the newly formed entities described in Section II

IV. Summary of Key Facts Attested To I hereby affirm and attest that the Ruling Request sets forth a complete and accurate description of the proposed reorganization transaction (the "Proposed Reorganization"), which consists of five (5) integrated steps with a target effective date of December 1, 2025. The five steps of the Proposed Reorganization are described in detail in the Ruling Request and are summarized in E

V. Identification of Authorized Representatives I, Viktor Raines, in my capacity as Managing Partner and Founder of Solara Digital Infrastructure GP LLC, general partner of Solara Digital Infrastructure LP, have duly authorized the following individuals to represent the above-identified entities before the Internal Revenue Service in connection with the Ruling Request, as reflected in the executed IRS Forms 2848 (Pow

VI. Declaration Under Penalties of Perjury Under penalties of perjury, I, Viktor Raines, declare that I have examined the statements of facts and other information contained in the above-referenced private letter ruling request, including all accompanying exhibits and schedules (Exhibits A through E), and, to the best of my knowledge and belief, they are true, correct, and complete. I further declare that, to the bes

VII. Execution EXECUTED on this __ day of ____, 2025. By: ________ Viktor Raines Managing Partner and Founder Solara Digital Infrastructure GP LLC, General Partner of Solara Digital Infrastructure LP Date: ________ NOTARIZATION (If Required) STATE OF ______ ) ) ss.: COUNTY OF ____ ) On this __ day of ____, 2025, before me personally appeared Viktor Raines, known to me (or proved to me on the basis of satisfactory evi

VIII. Contact Information All correspondence relating to the Ruling Request should be directed as follows: To the Requesting Entity: Viktor Raines Managing Partner Solara Digital Infrastructure LP 1200 Market Street, Suite 3400 Wilmington, Delaware 19801 Telephone: (302) 555-7100 Email: vraines@solaradigital.com With a copy to Authorized Representatives: Leonard Cross Calderwood & Harkness LLP 1900 K Street NW, Suite